<SEC-DOCUMENT>0001062993-19-004002.txt : 20191024
<SEC-HEADER>0001062993-19-004002.hdr.sgml : 20191024
<ACCEPTANCE-DATETIME>20191023173920
ACCESSION NUMBER:		0001062993-19-004002
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20191023
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20191024
DATE AS OF CHANGE:		20191023

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Security Devices International Inc.
		CENTRAL INDEX KEY:			0001354866
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
		IRS NUMBER:				711050654
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-132456
		FILM NUMBER:		191164500

	BUSINESS ADDRESS:	
		STREET 1:		107 AUDUBON ROAD
		STREET 2:		BLDG 2, SUITE 201
		CITY:			WAKEFIELD
		STATE:			MA
		ZIP:			01880
		BUSINESS PHONE:		978-868-5011

	MAIL ADDRESS:	
		STREET 1:		107 AUDUBON ROAD
		STREET 2:		BLDG 2, SUITE 201
		CITY:			WAKEFIELD
		STATE:			MA
		ZIP:			01880
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
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<P align=center><B><FONT size=5>UNITED STATES</FONT><BR></B><B><FONT
size=5>SECURITIES AND EXCHANGE COMMISSION </FONT><BR>Washington, D.C.
20549</B></P>
<P align=center><FONT size=5><U>FORM 8-K</U></FONT></P>
<P align=center><B>CURRENT REPORT<BR></B><B><FONT size=3>Pursuant to Section 13
OR 15(d) of The Securities Exchange Act of 1934</FONT></B></P>
<P align=center>Date of Report (Date of earliest event reported) <U>October 23,
2019 (October 13, 2019) </U></P>
<P align=center><U><FONT size=5><B>SECURITY DEVICES INTERNATIONAL INC.
</B></FONT></U><BR>(Exact name of registrant as specified in its charter)</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
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  <TR vAlign=top>
    <TD
      align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>&nbsp;Delaware
      </U></TD>
    <TD align=center width="33%"><U>333-132456 </U></TD>
    <TD align=center width="33%"><U>71-1050654 </U></TD></TR>
  <TR vAlign=top>
    <TD align=center>(State or other jurisdiction of incorporation) </TD>
    <TD align=center width="33%">(Commission File Number) </TD>
    <TD align=center width="33%">(IRS Employer Identification No.)
  </TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=center><U>107 Audubon Road, Suite 201 Wakefield, MA </U></TD>
    <TD align=center width="50%"><U>01880 </U></TD></TR>
  <TR vAlign=top>
    <TD align=center>&nbsp;(Address of principal executive offices) </TD>
    <TD align=center width="50%">(Zip Code) </TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=center>Registrant&#146;s telephone number, including area code
      <U>(902) 582-6402 </U><BR>(Former name or former address, if changed since
      last report.)</TD></TR></TABLE>
<P align=justify>&nbsp;</P>
<P align=justify>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:</P>
<P align=justify>[&nbsp; ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)</P>
<P align=justify>[&nbsp; ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)</P>
<P align=justify>[&nbsp; ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b)) </P>
<P align=justify>[&nbsp; ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c)) </P>
<P align=justify>Securities registered pursuant to Section 12(b) of the Act:</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=3 width="100%" border=0>

  <TR>
    <TD style="BORDER-BOTTOM: #000000 1px solid" borderColor=#000000
    align=left>&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" borderColor=#000000 align=left
    width="33%">&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" borderColor=#000000 align=left
    width="33%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD style="BORDER-LEFT: #000000 1px solid; BORDER-BOTTOM: #000000 2px solid"
    borderColor=#000000 align=left>Title of each class </TD>
    <TD style="BORDER-BOTTOM: #000000 2px solid" borderColor=#000000 align=left
    width="33%">Trading Symbol(s) </TD>
    <TD
    style="BORDER-RIGHT: #000000 1px solid; BORDER-BOTTOM: #000000 2px solid"
    borderColor=#000000 align=left width="33%">Name of each exchange on which
      registered </TD></TR>
  <TR vAlign=top>
    <TD style="BORDER-LEFT: #000000 1px solid" borderColor=#000000
      align=left>Common Stock, par value $0.001 per share </TD>
    <TD borderColor=#000000 align=left width="33%">&nbsp; &nbsp;SDEV </TD>
    <TD style="BORDER-RIGHT: #000000 1px solid" borderColor=#000000 align=left
    width="33%">&nbsp; &nbsp; &nbsp; &nbsp;OTC QB </TD></TR>
  <TR vAlign=top>
    <TD style="BORDER-LEFT: #000000 1px solid; BORDER-BOTTOM: #000000 1px solid"
    borderColor=#000000 align=left>Common Stock, par value $0.001 per share
</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" borderColor=#000000 align=left
    width="33%">&nbsp; &nbsp;SDZ.CN </TD>
    <TD
    style="BORDER-RIGHT: #000000 1px solid; BORDER-BOTTOM: #000000 1px solid"
    borderColor=#000000 align=left width="33%">&nbsp; &nbsp; &nbsp;
      &nbsp;Canadian Securities Exchange </TD></TR></TABLE>
<P align=justify>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). </P>
<P align=right>Emerging growth company&nbsp;&nbsp;&nbsp;&nbsp; [&nbsp; ]</P>
<P align=justify>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;&nbsp;&nbsp;&nbsp; [&nbsp; ]</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=justify><B>Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year. </B></P>
<P align=justify style="text-indent:5%">On October 13, 2019, the Board of Directors of Security Devices
International Inc. (the &#147;Company&#148;) amended and restated the Company&#146;s bylaws
(the &#147;Bylaws&#148;). The Bylaws are filed herewith as Exhibit 3.2, and such exhibit
is incorporated by reference herein.</P>
<P align=justify><B>Item 9.01 Financial Statements and Exhibits</B> </P>
<P align=justify>(d) <U>Exhibits</U></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left><U>Exhibit</U>
      </TD>
    <TD align=left width="70%"><U>Description</U>
      </TD>
    <TD align=left width="20%"><U>Method
      of Filing</U> </TD></TR>
  <TR>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="70%">&nbsp;</TD>
    <TD align=left width="20%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee><a href="exhibit3-2.htm">3.2 </a></TD>
    <TD align=left width="70%" bgColor=#eeeeee><a href="exhibit3-2.htm">Amended
      and Restated By-Laws of Security Devices International Inc. </a></TD>
    <TD align=left width="20%" bgColor=#eeeeee><a href="exhibit3-2.htm">Attached
      as Exhibit. </a></TD></TR></TABLE>
<P align=center>2</P>
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<P align=center><B>SIGNATURES</B></P>
<P align=justify style="text-indent:5%">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. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="65%"  >&nbsp;</TD>
    <TD align=center width="31%"><U>Security Devices International Inc.
  </U></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="65%"  >&nbsp;</TD>
    <TD align=center width="31%">(Registrant) </TD></TR>
  <TR>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="65%"  >&nbsp;</TD>
    <TD align=left width="31%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >Date </TD>
    <TD align=left width="65%"  ><u>October 23, 2019</u></TD>
    <TD align=left width="31%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="65%"  >&nbsp;</TD>
    <TD align=left width="31%"><U>/s/ Bryan
      Ganz&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      </U></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="65%"  >&nbsp;</TD>
    <TD align=left
      width="31%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      (Signature) </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="65%"  >&nbsp;</TD>
    <TD align=left width="31%">Name: Bryan Ganz </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="65%"  >&nbsp;</TD>
    <TD align=left width="31%">Title: Chief Executive Officer
</TD></TR></TABLE>
<P align=center>3</P>
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<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>exhibit3-2.htm
<DESCRIPTION>EXHIBIT 3.2
<TEXT>
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<P align=justify>Exhibit 3.2 </P>
<P align=center><B>BY-LAWS OF SECURITY DEVICES INTERNATIONAL INC. <BR>(as
amended and restated effective October 13, 2019) </B></P>
<P align=center><B>ARTICLE I <BR>OFFICES </B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 1.01</B><B>
</B><B>Registered Office.</B> The registered office of Security Devices
International Inc. (the &#147;<B>Corporation</B>&#148;) will be fixed in the Certificate
of Incorporation of the Corporation (the &#147;<B>Certificate of Incorporation</B>&#148;).
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 1.02</B><B>
</B><B>Other Offices.</B> The Corporation may have other offices, both within
and without the State of Delaware, as the board of directors of the Corporation
(the &#147;<B>Board of Directors</B>&#148;) from time to time shall determine or the
business of the Corporation may require. </P>
<P align=center><B>ARTICLE II <BR></B><B>MEETINGS OF THE STOCKHOLDERS </B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 2.01</B><B>
</B><B>Place of Meetings.</B> All meetings of the stockholders shall be held at
such place, if any, either within or without the State of Delaware, or by means
of remote communication, as shall be designated from time to time by resolution
of the Board of Directors and stated in the notice of meeting. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 2.02</B><B>
</B><B>Annual Meeting.</B> The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting in accordance with these by-laws shall be held
at such date, time, and place, if any, as shall be determined by the Board of
Directors and stated in the notice of the meeting. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 2.03</B><B> </B><B>Special Meetings.</B></P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<B>Purpose.</B> Special meetings of stockholders for any purpose or purposes
shall be called only: </P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) by the Board of Directors or the
Chair of the Board (as defined in Section 3.17); or </P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) by the Secretary (as defined in
Section 4.01), following receipt of one or more written demands to call a
special meeting of the stockholders in accordance with, and subject to, this
Section 2.03 from stockholders of record who own, in the aggregate, at least 25%
of the voting power of the outstanding shares of the Corporation then entitled
to vote on the matter or matters to be brought before the proposed special
meeting. </P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<B>Notice.</B> A request to the Secretary shall be delivered to him or her at
the Corporation's principal executive offices and signed by each stockholder, or
a duly authorized agent of such stockholder, requesting the special meeting and
shall set forth:</P>
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<P style="MARGIN-LEFT: 10%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) a
brief description of each matter of business desired to be brought before the
special meeting; </P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) the reasons for conducting such
business at the special meeting; </P>
<P style="MARGIN-LEFT: 10%" align=justify>(iii) the text of any proposal or
business to be considered at the special meeting (including the text of any
resolutions proposed to be considered and in the event that such business
includes a proposal to amend these by-laws, the language of the proposed
amendment); and </P>
<P style="MARGIN-LEFT: 10%" align=justify>(iv) the information required in
Section 2.12(b) of these by-laws (for stockholder nomination demands) or Section
2.12(c) of these by-laws (for all other stockholder proposal demands), as
applicable.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<B>Business.</B> Business transacted at a special meeting requested by
stockholders shall be limited to the matters described in the special meeting
request; <I>provided, however,</I> that nothing herein shall prohibit the Board
of Directors from submitting matters to the stockholders at any special meeting
requested by stockholders.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
<B>Time and Date</B>. A special meeting requested by stockholders shall be held
at such date and time as may be fixed by the Board of Directors; <I>provided,
however,</I> that the date of any such special meeting shall be not more than 90
days after the request to call the special meeting is received by the Secretary.
Notwithstanding the foregoing, a special meeting requested by stockholders shall
not be held if: </P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) the Board of Directors has called
or calls for an annual or special meeting of the stockholders to be held within
90 days after the Secretary receives the request for the special meeting and the
Board of Directors determines in good faith that the business of such meeting
includes (among any other matters properly brought before the meeting) the
business specified in the request; </P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) the stated business to be brought
before the special meeting is not a proper subject for stockholder action under
applicable law; </P>
<P style="MARGIN-LEFT: 10%" align=justify>(iii) an identical or substantially similar item (a &#147;<B>Similar
  Item&#148;</B>) was presented at any meeting of stockholders held within 90 days
  prior to the receipt by the Secretary of the request for the special meeting
  (and, for purposes of this Section 2.03(d)(iii), the election of directors shall
be deemed a Similar Item with respect to all items of business involving the
election or removal of directors); or </P>
<P style="MARGIN-LEFT: 10%" align=justify>(iv) the special meeting request was
made in a manner that involved a violation of Regulation 14A under the
Securities Exchange Act of 1934, as amended and the rules and regulations
promulgated thereunder (the &#147;<B>Exchange Act</B>&#148;).</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
<B>Revocation.</B> A stockholder may revoke a request for a special meeting at
any time by written revocation delivered to the Secretary, and if, following
such revocation, there are unrevoked requests from stockholders holding in the
aggregate less </P>
<P align=center>Page 2 </P>
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<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;than the requisite number of
shares entitling the stockholders to request the calling of a special meeting,
the Board of Directors, in its discretion, may cancel the special meeting. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<STRONG>Section 2.04
Adjournments.</STRONG> Any meeting of the stockholders, annual or special, may
be adjourned from time to time to reconvene at the same or some other place, if
any, and notice need not be given of any such adjourned meeting if the time,
place, if any, thereof and the means of remote communication, if any, are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 30 days,
a notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. If after the adjournment a new record date is
fixed for stockholders entitled to vote at the adjourned meeting, the Board of
Directors shall fix a new record date for notice of the adjourned meeting and
shall give notice of the adjourned meeting to each stockholder of record
entitled to vote at the adjourned meeting as of the record date fixed for notice
of the adjourned meeting. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 2.05</B><B>
</B><B>Notice of Meetings.</B> Notice of the place (if any), date, hour, the
record date for determining the stockholders entitled to vote at the meeting (if
such date is different from the record date for stockholders entitled to notice
of the meeting), and means of remote communication, if any, of every meeting of
stockholders shall be given by the Corporation not less than ten days nor more
than 60 days before the meeting (unless a different time is specified by law) to
every stockholder entitled to vote at the meeting as of the record date for
determining the stockholders entitled to notice of the meeting. Notices of
special meetings shall also specify the purpose or purposes for which the
meeting has been called. Except as otherwise provided herein or permitted by
applicable law, notice to stockholders shall be in writing and delivered
personally or mailed to the stockholders at their address appearing on the books
of the Corporation. Without limiting the manner by which notice otherwise may be
given effectively to stockholders, notice of meetings may be given to
stockholders by means of electronic transmission in accordance with applicable
law. Notice of any meeting need not be given to any stockholder who shall,
either before or after the meeting, submit a waiver of notice or who shall
attend such meeting, except when the stockholder attends 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. Any stockholder
so waiving notice of the meeting shall be bound by the proceedings of the
meeting in all respects as if due notice thereof had been given. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 2.06</B><B>
</B><B>List of Stockholders.</B> The Corporation shall prepare a complete list
of the stockholders entitled to vote at any meeting of stockholders
(<I>provided, however,</I> if the record date for determining the stockholders
entitled to vote is less than ten days before the date of the meeting, the list
shall reflect the stockholders entitled to vote as of the tenth day before the
meeting date), arranged in alphabetical order, and showing the address of each
stockholder and the number of shares of capital stock of the Corporation
registered in the name of each stockholder at least ten days before any meeting
of the stockholders. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting for a period of at least ten
days before the meeting: (a) on a reasonably accessible electronic network,
provided that the information required to gain access to such list was provided
with the notice of the meeting; or (b) during ordinary business hours, at the
principal place of business of the Corporation. If the meeting is to be held at
a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be
inspected by any stockholder who is present. If the meeting is held solely by
means of remote communication, the list shall also be open for inspection by any
stockholder during the whole time of the meeting as provided by applicable law.
Except as provided by applicable law, the stock ledger of the Corporation shall
be the only evidence as to who are the stockholders entitled to examine the
stock ledger and the list of stockholders or to vote in person or by proxy at
any meeting of stockholders. </P>
<P align=center>Page 3 </P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 2.07</B><B>
</B><B>Quorum.</B> Unless otherwise required by law, the Certificate of
Incorporation or these by-laws, at each meeting of the stockholders, at least
one third (1/3) of the voting power of the shares of the Corporation entitled to
vote at the meeting, present in person or represented by proxy, shall constitute
a quorum. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the chair of the meeting or the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power, by the affirmative vote of a majority in voting power thereof, to adjourn
the meeting from time to time, in the manner provided in Section 2.04, until a
quorum shall be present or represented. A quorum, once established, shall not be
broken by the subsequent withdrawal of enough votes to leave less than a quorum.
At any such adjourned meeting at which there is a quorum, any business may be
transacted that might have been transacted at the meeting originally called.
</P>
<P  align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 2.08</B><B>
</B><B>Organization</B>. The Board of Directors may adopt by resolution such
rules and regulations for the conduct of the meeting of the stockholders as it
shall deem appropriate. At every meeting of the stockholders, the Chair of the
Board, or in his or her absence or inability to act, the Chief Executive Officer
(as defined in Section 4.01), or, in his or her absence or inability to act, the
officer or director whom the Board of Directors shall appoint, shall act as
chair of, and preside at, the meeting. The Secretary or, in his or her absence
or inability to act, the person whom the chair of the meeting shall appoint
secretary of the meeting, shall act as secretary of the meeting and keep the
minutes thereof. Except to the extent inconsistent with such rules and
regulations as adopted by the Board of Directors, the chair of any meeting of
the stockholders shall have the right and authority to prescribe such rules,
regulations, and procedures and to do all such acts as, in the judgment of such
chair, are appropriate for the proper conduct of the meeting. Such rules,
regulations, or procedures, whether adopted by the Board of Directors or
prescribed by the chair of the meeting, may include, without limitation, the
following:</P>
<P style="MARGIN-LEFT: 5%" align=justify>(a) the establishment of an agenda or
order of business for the meeting; </P>
<P style="MARGIN-LEFT: 5%" align=justify>(b) the determination of when the
polls shall open and close for any given matter to be voted on at the meeting;
</P>
<P style="MARGIN-LEFT: 5%" align=justify>(c) rules and procedures for
maintaining order at the meeting and the safety of those present; </P>
<P style="MARGIN-LEFT: 5%" align=justify>(d) limitations on attendance at or
participation in the meeting to stockholders of record of the corporation, their
duly authorized and constituted proxies, or such other persons as the chair of
the meeting shall determine;</P>
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<P style="MARGIN-LEFT: 5%" align=justify>(e) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and</P>
<P style="MARGIN-LEFT: 5%" align=justify>(f) limitations on the time allotted
to questions or comments by participants. </P>
<P  align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 2.09</B><B> </B><B>Voting;
Proxies.</B></P>
<P style="MARGIN-LEFT: 5%" align=justify>(a) <B>General. </B>Unless otherwise
required by law or provided in the Certificate of Incorporation, each
stockholder shall be entitled to one vote, in person or by proxy, for each share
of capital stock held by such stockholder.<B> </B></P>
<P style="MARGIN-LEFT: 5%" align=justify>(b) <B>Election of Directors.
</B>Unless otherwise required by the Certificate of Incorporation, the election
of directors shall be by written ballot. If authorized by the Board of
Directors, such requirement of a written ballot shall be satisfied by a ballot
submitted by electronic transmission, provided that any such electronic
transmission must be either set forth or be submitted with information from
which it can be determined that the electronic transmission was authorized.
Unless otherwise required by law, the Certificate of Incorporation, or these
by-laws, the election of directors shall be decided by a majority of the votes
cast at a meeting of the stockholders by the holders of stock entitled to vote
in the election; <I>provided, however,</I> that, if the Secretary determines
that the number of nominees for director exceeds the number of directors to be
elected, directors shall be elected by a plurality of the votes of the shares
represented in person or by proxy at any meeting of stockholders held to elect
directors and entitled to vote on such election of directors. For purposes of
this Section 2.09(b), a majority of the votes cast means that the number of
shares voted &#147;for&#148; a nominee must exceed the votes cast &#147;against&#148; such nominee&#146;s
election. If a nominee for director who is not an incumbent director does not
receive a majority of the votes cast, the nominee shall not be elected. The
Corporate Governance Committee has established procedures under which a director
standing for reelection in an uncontested election must tender a resignation
conditioned on the incumbent director's failure to receive a majority of the
votes cast. If an incumbent director who is standing for re-election does not
receive a majority of the votes cast, the Corporate Governance Committee will
make a recommendation to the Board of Directors on whether to accept or reject
the resignation, or whether other action should be taken. The Board of Directors
will act on the committee&#146;s recommendation and publicly disclose its decision
and the rationale behind it within 90 days from the date of the certification of
the election results. The director who fails to receive a majority vote will not
participate in the committee&#146;s recommendation or the Board of Directors'
decision.</P>
<P style="MARGIN-LEFT: 5%" align=justify>(c) <B>Other Matters.</B> Unless
otherwise required by law, the Certificate of Incorporation, or these by-laws,
any matter, other than the election of directors, brought before any meeting of
stockholders shall be decided by the affirmative vote of the majority of shares
present in person or represented by proxy at the meeting and entitled to vote on
the matter. <B></B></P>
<P style="MARGIN-LEFT: 5%" align=justify>(d) <B>Proxies.</B> Each stockholder
entitled to vote at a meeting of stockholders may authorize another person or
persons to act for such stockholder by proxy, but no such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a longer period. Such
authorization must be in writing and executed by the stockholder or his or her
authorized officer, director, employee, or agent. To the extent permitted by
law, a stockholder may authorize another person or persons to act for him or her
as proxy by transmitting or authorizing the transmission of an electronic
transmission to the person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization, or like agent duly
authorized by the person who will be the holder of the proxy to receive such
transmission, provided that the electronic transmission either sets forth or is
submitted with information from which it can be determined that the electronic
transmission was authorized by the stockholder. A copy, facsimile transmission,
or other reliable reproduction of a writing or transmission authorized by this
Section 2.09(d) may be substituted for or used in lieu of the original writing
or electronic transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
transmission, or other reproduction shall be a complete reproduction of the
entire original writing or transmission. A proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy that is not irrevocable by attending the meeting and voting in
person or by delivering to the Secretary a revocation of the proxy or a new
proxy bearing a later date.</P>
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<P  align=justify><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Section 2.10</B><B> </B><B>Inspectors at Meetings of Stockholders.</B> In
advance of any meeting of the stockholders, the Board of Directors shall,
appoint one or more inspectors, who may be employees of the Corporation, to act
at the meeting or any adjournment thereof and make a written report thereof. The
Board of Directors may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspector or inspectors may appoint or retain
other persons or entities to assist the inspector or inspectors in the
performance of their duties. In determining the validity and counting of proxies
and ballots cast at any meeting of stockholders, the inspector or inspectors may
consider such information as is permitted by applicable law. No person who is a
candidate for office at an election may serve as an inspector at such election.
When executing the duties of inspector, the inspector or inspectors shall: (a)
ascertain the number of shares outstanding and the voting power of each; (b)
determine the shares represented at the meeting and the validity of proxies and
ballots; (c) count all votes and ballots; (d) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors; and (e) certify their determination of the
number of shares represented at the meeting and their count of all votes and
ballots.</P>
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<P align=justify><B>Section 2.11</B><B> </B><B>Fixing the Record Date. </B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than 60 nor less
than ten days before the date of such meeting. If no record date is fixed by the
Board of Directors, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; <I>provided, however,</I> that the Board of Directors may fix a
new record date for the determination of stockholders entitled to notice of or
to vote at the adjourned meeting. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than 60 days prior to such action. If no
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. </P>
<P align=justify><B>Section 2.12</B><B> </B><B>Advance Notice of Stockholder
Nominations and Proposals. </B></P>
<P align=justify><STRONG>&nbsp;&nbsp;&nbsp;&nbsp;
</STRONG>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;<B>Annual Meetings.</B> At a
meeting of the stockholders, only such nominations of persons for the election
of directors and such other business shall be conducted as shall have been
properly brought before the meeting. Except for nominations that are included in
the Corporation's annual meeting proxy statement pursuant to Section 2.13, to be
properly brought before an annual meeting, nominations or such other business
must be: </P>
<P style="MARGIN-LEFT: 5%" align=justify><B></B>(i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors or any committee thereof; </P>
<P style="MARGIN-LEFT: 5%" align=justify><B></B>(ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors or any
committee thereof; or </P>
<P style="MARGIN-LEFT: 5%" align=justify><B></B>(iii) otherwise properly brought
before an annual meeting by a stockholder who is a stockholder of record of the
Corporation at the time such notice of meeting is delivered, who is entitled to
vote at the meeting, and who complies with the notice procedures set forth in
this Section 2.12.</P>
<P align=justify>In addition, any proposal of business (other than the
nomination of persons for election to the Board of Directors) must be a proper
matter for stockholder action. For business (including, but not limited to, director nominations) to be properly brought
before an annual meeting by a stockholder pursuant to Section 2.12(a)(iii), the
stockholder or stockholders of record intending to propose the business (the
&#147;<B>Proposing Stockholder</B>&#148;) must have given timely notice thereof pursuant
to this Section 2.12(a), in writing to the Secretary even if such matter is
already the subject of any notice to the stockholders or Public Disclosure from
the Board of Directors. To be timely, a Proposing Stockholder's notice for an
annual meeting must be delivered to or mailed and received at the principal
executive offices of the Corporation: (x) not later than the close of business
on the 90th day, nor earlier than the close of business on the 120th day, in
advance of the anniversary of the previous year's annual meeting if such meeting
is to be held on a day which is not more than 30 days in advance of the
anniversary of the previous year's annual meeting or not later than 60 days
after the anniversary of the previous year's annual meeting; and (y) with
respect to any other annual meeting of stockholders, including in the event that
no annual meeting was held in the previous year, not earlier than the close of
business on the 120th day prior to the annual meeting and not later than the
close of business on the later of: (1) the 90th day prior to the annual meeting
and (2) the close of business on the tenth day following the first date of
Public Disclosure of the date of such meeting. In no event shall the Public
Disclosure of an adjournment or postponement of an annual meeting commence a new
notice time period (or extend any notice time period). For the purposes of this
Section 2.12 and Section 2.13, &#147;<B>Public Disclosure</B>&#148; shall mean a
disclosure made in a press release reported by the Dow Jones News Services, The
Associated Press, or a comparable national news service or in a document filed
by the Corporation with the Securities and Exchange Commission (&#147;<B>SEC</B>&#148;)
pursuant to Section 13, 14, or 15(d) of the Exchange Act.<B> </B> </P>
<P align=center>Page 7 </P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;
<B>Stockholder Nominations.</B> For the nomination of any person or persons for
election to the Board of Directors pursuant to Section 2.12(a)(iii) or Section
2.12(d), a Proposing Stockholder's notice to the Secretary shall set forth or
include: </P>
<P style="MARGIN-LEFT: 5%" align=justify><B></B>(i) the name, age, business
address, and residence address of each nominee proposed in such notice; </P>
<P style="MARGIN-LEFT: 5%" align=justify><B></B>(ii) the principal occupation or
employment of each such nominee; </P>
<P style="MARGIN-LEFT: 5%" align=justify>(iii) the class and number of shares of
capital stock of the Corporation which are owned of record and beneficially by
each such nominee (if any); </P>
<P style="MARGIN-LEFT: 5%" align=justify><B></B>(iv) such other information
concerning each such nominee as would be required to be disclosed in a proxy
statement soliciting proxies for the election of such nominee as a director in
an election contest (even if an election contest is not involved) or that is
otherwise required to be disclosed, under Section 14(a) of the Exchange Act;
</P>
<P style="MARGIN-LEFT: 5%" align=justify><B></B>(v) a written questionnaire with
respect to the background and qualification of such proposed nominee (which
questionnaire shall be provided by the Secretary upon written request) and a
written statement and agreement executed by each such nominee acknowledging that
such person: </P>
<P style="MARGIN-LEFT: 10%" align=justify><B></B>(A) consents to being named in
the Company's proxy statement as a nominee and to serving as a director if
elected,</P>
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<P style="MARGIN-LEFT: 10%" align=justify>(B) intends to serve as a director for
the full term for which such person is standing for election, and </P>
<P style="MARGIN-LEFT: 10%" align=justify><B></B>(C) makes the following
representations: (1) that the director nominee has read and agrees to adhere to
the Corporation's policies or guidelines applicable to directors, including with
regard to securities trading, (2) that the director nominee is not and will not
become a party to any agreement, arrangement, or understanding with, and has not
given any commitment or assurance to, any person or entity as to how such
person, if elected as a director of the Corporation, will act or vote on any
issue or question (a &#147;<B>Voting Commitment</B>&#148;) that has not been disclosed to
the Corporation or any Voting Commitment that could limit or interfere with such
person's ability to comply, if elected as a director of the Corporation, with
such person's fiduciary duties under applicable law, and (3) that the director
nominee is not and will not become a party to any agreement, arrangement, or
understanding with any person or entity other than the Corporation with respect
to any direct or indirect compensation, reimbursement, or indemnification
(&#147;<B>Compensation Arrangement</B>&#148;) that has not been disclosed to the
Corporation in connection with such person's nomination for director or service
as a director; and </P>
<P style="MARGIN-LEFT: 5%" align=justify><B></B>(vi) as to the Proposing
Stockholder: </P>
<P style="MARGIN-LEFT: 10%" align=justify><B></B>(A) the name and address of the
Proposing Stockholder as they appear on the Corporation's books and of the
beneficial owner, if any, on whose behalf the nomination is being made, </P>
<P style="MARGIN-LEFT: 10%" align=justify><B></B>(B) the class and number of
shares of the Corporation which are owned by the Proposing Stockholder
(beneficially and of record) and owned by the beneficial owner, if any, on whose
behalf the nomination is being made, as of the date of the Proposing
Stockholder's notice, and a representation that the Proposing Stockholder will
notify the Corporation in writing of the class and number of such shares owned
of record and beneficially as of the record date for the meeting within five
business days after the record date for such meeting, </P>
<P style="MARGIN-LEFT: 10%" align=justify>(C) a description of any agreement,
arrangement, or understanding with respect to such nomination between or among
the Proposing Stockholder or the beneficial owner, if any, on whose behalf the
nomination is being made and any of their affiliates or associates, and any
others (including their names) acting in concert with any of the foregoing, and
a representation that the Proposing Stockholder will notify the Corporation in
writing of any such agreement, arrangement, or understanding in effect as of the
record date for the meeting within five business days after the record date for
such meeting, <B></B></P>
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<P style="MARGIN-LEFT: 10%" align=justify>(D) a description of any agreement,
arrangement, or understanding (including any derivative or short positions,
profit interests, options, hedging transactions, and borrowed or loaned shares)
that has been entered into as of the date of the Proposing Stockholder's notice
by, or on behalf of, the Proposing Stockholder or the beneficial owner, if any,
on whose behalf the nomination is being made and any of their affiliates or
associates, the effect or intent of which is to mitigate loss to, manage risk or
benefit of share price changes for, or increase or decrease the voting power of
such person or any of their affiliates or associates with respect to shares of
stock of the Corporation, and a representation that the Proposing Stockholder
will notify the Corporation in writing of any such agreement, arrangement, or
understanding in effect as of the record date for the meeting within five
business days after the record date for such meeting, </P>
<P style="MARGIN-LEFT: 10%" align=justify><B></B>(E) a representation that the
Proposing Stockholder is a holder of record of shares of the Corporation
entitled to vote at the meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice, and </P>
<P style="MARGIN-LEFT: 10%" align=justify><B></B>(F) a representation whether
the Proposing Stockholder intends to deliver a proxy statement and/or form of
proxy to holders of at least the percentage of the Corporation's outstanding
capital stock required to approve the nomination and/or otherwise to solicit
proxies from stockholders in support of the nomination. The Corporation may
require any proposed nominee to furnish such other information as it may
reasonably require to determine the eligibility of such proposed nominee to
serve as an independent director of the Corporation or that could be material to
a reasonable stockholder's understanding of the independence, or lack thereof,
of such nominee.<B> </B></P>
<P style="MARGIN-LEFT: 5%" align=justify>(c) <B>Other Stockholder Proposals.</B>
For all business other than director nominations, a Proposing Stockholder's
notice to the Secretary shall set forth as to each matter the Proposing
Stockholder proposes to bring before the annual meeting: </P>
<P style="MARGIN-LEFT: 15%" align=justify><B></B>(i) a brief description of the
business desired to be brought before the annual meeting; </P>
<P style="MARGIN-LEFT: 15%" align=justify><B></B>(ii) the reasons for conducting
such business at the annual meeting;<B> </B></P>
<P style="MARGIN-LEFT: 15%" align=justify>(iii) the text of any proposal or
business (including the text of any resolutions proposed for consideration and
in the event that such business includes a proposal to amend these by-laws, the
language of the proposed amendment); </P>
<P style="MARGIN-LEFT: 15%" align=justify><B></B>(iv) any substantial interest
(within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such
business of such stockholder and the beneficial owner (within the meaning
of Section 13(d) of the Exchange Act), if any, on whose behalf the business is
being proposed; </P>
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<P style="MARGIN-LEFT: 10%" align=justify><B></B>(v) any other information
relating to such stockholder and beneficial owner, if any, on whose behalf the
proposal is being made, required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for the
proposal and pursuant to and in accordance with Section 14(a) of the Exchange
Act and the rules and regulations promulgated thereunder;<B> </B></P>
<P style="MARGIN-LEFT: 10%" align=justify>(vi) a description of all agreements,
arrangements, or understandings between or among such stockholder, the
beneficial owner, if any, on whose behalf the proposal is being made, any of
their affiliates or associates, and any other person or persons (including their
names) in connection with the proposal of such business and any material
interest of such stockholder, beneficial owner, or any of their affiliates or
associates, in such business, including any anticipated benefit therefrom to
such stockholder, beneficial owner, or their affiliates or associates; and </P>
<P style="MARGIN-LEFT: 10%" align=justify><B></B>(vii) the information required
by Section 2.12(b)(vi) above. <B></B></P>
<P style="MARGIN-LEFT: 5%" align=justify>(d) <B>Special Meetings of
Stockholders.</B> Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders called by
the Board of Directors at which directors are to be elected pursuant to the
Corporation's notice of meeting: </P>
<P style="MARGIN-LEFT: 10%" align=justify><B></B>(i) by or at the direction of
the Board of Directors or any committee thereof; or </P>
<P style="MARGIN-LEFT: 10%" align=justify><B></B>(ii) provided that the Board of
Directors has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time the
notice provided for in this Section 2.12(d) is delivered to the Secretary, who
is entitled to vote at the meeting, and upon such election and who complies with
the notice procedures set forth in this Section 2.12.</P>
<P align=justify>In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder entitled to vote in such election of directors
may nominate a person or persons (as the case may be) for election to such
position(s) as specified in the Corporation&#146;s notice of meeting, if such
stockholder delivers a stockholder's notice that complies with the requirements
of Section 2.12(b) to the Secretary at its principal executive offices not
earlier than the close of business on the 120th day prior to such special
meeting and not later than the close of business on the later of: (x) the 90th
day prior to such special meeting; or (y) the tenth (10th) day following the
date of the first Public Disclosure of the date of the special meeting and of
the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the Public
Disclosure of an adjournment or postponement of a special meeting commence a new
time period (or extend any notice time period). </P>
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<P style="MARGIN-LEFT: 5%" align=justify>(e) <B>Effect of Noncompliance.</B>
Only such persons who are nominated in accordance with the procedures set forth
in this Section 2.12 or Section 2.13 shall be eligible to be elected at any
meeting of stockholders of the Corporation to serve as directors and only such
other business shall be conducted at a meeting as shall be brought before the
meeting in accordance with the procedures set forth in this Section 2.12 or
Section 2.13, as applicable. If any proposed nomination was not made or proposed
in compliance with this Section 2.12 or Section 2.13, as applicable, or other
business was not made or proposed in compliance with this Section 2.12, then
except as otherwise required by law, the chair of the meeting shall have the
power and duty to declare that such nomination shall be disregarded or that such
proposed other business shall not be transacted. Notwithstanding anything in
these by-laws to the contrary, unless otherwise required by law, if a Proposing
Stockholder intending to propose business or make nominations at an annual
meeting or propose a nomination at a special meeting pursuant to this Section
2.12 does not provide the information required under this Section 2.12 to the
Corporation, including the updated information required by Section
2.12(B)(vi)(B), Section 2.12(b)(vi)(C), and Section 2.12(b)(vi)(D) within five
business days after the record date for such meeting or the Proposing
Stockholder (or a qualified representative of the Proposing Stockholder) does
not appear at the meeting to present the proposed business or nominations, such
business or nominations shall not be considered, notwithstanding that proxies in
respect of such business or nominations may have been received by the
Corporation.<B> </B></P>
<P style="MARGIN-LEFT: 5%" align=justify>(f) <B>Rule 14a-8. </B>This Section
2.12 and Section 2.13 shall not apply to a proposal proposed to be made by a
stockholder if the stockholder has notified the Corporation of the stockholder's
intention to present the proposal at an annual or special meeting only pursuant
to and in compliance with Rule 14a-8 under the Exchange Act and such proposal
has been included in a proxy statement that has been prepared by the Corporation
to solicit proxies for such meeting. </P>
<P  align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 2.13</B><B> </B><B>Proxy
Access.</B></P>
<P style="MARGIN-LEFT: 5%" align=justify>(a) <B>Inclusion of Proxy Access
Stockholder Nominee in Proxy Statement.</B> Subject to the provisions of this
Section 2.13, the Corporation shall include in its proxy statement (including
its form of proxy and ballot) for an annual meeting of stockholders the name of
any stockholder nominee for election to the Board of Directors submitted
pursuant to this Section 2.13 (each a &#147;<B>Proxy Access Stockholder Nominee</B>&#148;)
provided: </P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) timely written notice of such
Proxy Access Stockholder Nominee satisfying this Section 2.13 (&#147;<B>Proxy Access
Notice</B>&#148;) is delivered to the Corporation by or on behalf of a stockholder or
stockholders that, at the time the Proxy Access Notice is delivered, satisfy the
ownership and other requirements of this Section 2.13 (such stockholder or
stockholders, and any person on whose behalf they are acting, the &#147;<B>Eligible
Stockholder</B>&#148;); </P>
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<P style="MARGIN-LEFT: 10%" align=justify>(ii) the Eligible Stockholder
expressly elects in writing at the time of providing the Proxy Access Notice to
have its Proxy Access Stockholder Nominee included in the Corporation's proxy
statement pursuant to this Section 2.13; and <BR><BR>(iii) the Eligible
Stockholder and the Proxy Access Stockholder Nominee otherwise satisfy the
requirements of this Section 2.13. </P>
<P style="MARGIN-LEFT: 5%" align=justify>(b) <B>Timely Notice.</B> To be timely,
the Proxy Access Notice must be delivered to the Secretary at the principal
executive offices of the Corporation, not later than 120 days nor more than 150
days prior to the first anniversary of the date (as stated in the Corporation's
proxy materials) that the Corporation's definitive proxy statement was first
sent to stockholders in connection with the preceding year's annual meeting of
stockholders/of the preceding year's annual meeting; <I>provided, however</I>,
that in the event that the date of the annual meeting is advanced by more than
30 days or delayed by more than 60 days from the anniversary of the preceding
year's annual meeting, or if no annual meeting was held in the preceding year,
the Proxy Access Notice must be so delivered not earlier than the close of
business on the 150th day prior to such annual meeting and not later than the
close of business on the later of: (i) the 120th day prior to such annual
meeting; or (ii) the tenth day following the day on which Public Disclosure of
the date of such annual meeting is first made by the Corporation. In no event
shall the public announcement of an adjournment or postponement of an annual
meeting commence a new time period (or extend any time period) for the giving of
the Proxy Access Notice. </P>
<P style="MARGIN-LEFT: 5%" align=justify>(c) <B>Information to be Included in
Proxy Statement.</B> In addition to including the name of the Proxy Access
Stockholder Nominee in the Corporation's proxy statement for the annual meeting,
the Corporation shall also include (collectively, the &#147;<B>Required
Information</B>&#148;): </P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) the information concerning the
Proxy Access Stockholder Nominee and the Eligible Stockholder that is required
to be disclosed in the Corporation's proxy statement pursuant to the Exchange
Act, and the rules and regulations promulgated thereunder; and </P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) if the Eligible Stockholder so
elects, a written statement of the Eligible Stockholder (or in the case of a
group, a written statement of the group), not to exceed 500 words, in support of
its Proxy Access Stockholder Nominee, which must be provided at the same time as
the Proxy Access Notice for inclusion in the Corporation's proxy statement for
the annual meeting (a &#147;<B>Statement</B>&#148;). </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding anything to the
contrary contained in this Section 2.13, the Corporation may omit from its proxy
materials any information or Statement that it, in good faith, believes is
untrue in any material respect (or omits a material fact necessary in order to
make the statements made, in light of the circumstances under which they are
made, not misleading) or would violate any applicable law, rule, regulation, or
listing standard. Additionally, nothing in this Section 2.13 shall limit the
Corporation's ability to solicit against and include in its proxy statement its
own statements relating to any Proxy Access Stockholder Nominee. </P>
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<P style="MARGIN-LEFT: 5%" align=justify>(d) <B>Proxy Access Stockholder Nominee
Limits.</B> The number of Proxy Access Stockholder Nominees (including Proxy
Access Stockholder Nominees that were submitted by an Eligible Stockholder for
inclusion in the Corporation's proxy statement pursuant to this Section 2.13 but
either are subsequently withdrawn or that the Board of Directors decides to
nominate (a &#147;<B>Board Nominee</B>&#148;)) appearing in the Corporation's proxy
statement with respect to a meeting of stockholders shall not exceed the greater
of: (x) two; or (y) 20/25% of the number of directors in office as of the last
day on which notice of a nomination may be delivered pursuant to this Section
2.13 (the &#147;<B>Final Proxy Access Nomination Date</B>&#148;) or, if such amount is not
a whole number, the closest whole number below 20/25% (the &#147;<B>Permitted
Number</B>&#148;); <I>provided, however</I>, that: </P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) in the event that one or more
vacancies for any reason occurs on the Board of Directors at any time after the
Final Proxy Access Nomination Date and before the date of the applicable annual
meeting of stockholders and the Board of Directors resolves to reduce the size
of the Board of Directors in connection therewith, the Permitted Number shall be
calculated based on the number of directors in office as so reduced; and </P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) any Proxy Access Stockholder
Nominee who is included in the Corporation's proxy statement for a particular
meeting of stockholders but either: (A) withdraws from or becomes ineligible or
unavailable for election at the meeting, or (B) does not receive a number of
votes cast in favor of his or her election at least equal to 25% of the shares
present in person or represented by proxy at the annual meeting and entitled to
vote on the Proxy Access Stockholder Nominee's election, shall be ineligible to
be included in the Corporation's proxy statement as a Proxy Access Stockholder
Nominee pursuant to this Section 2.13 for the next two annual meetings of
stockholders following the meeting for which the Proxy Access Stockholder
Nominee has been nominated for election. </P>
<P style="MARGIN-LEFT: 5%" align=justify>In the event that the number of Proxy
Access Stockholder Nominees submitted by Eligible Stockholders pursuant to this
Section 2.13 exceeds the Permitted Number, each Eligible Stockholder shall
select one Proxy Access Stockholder Nominee for inclusion in the Corporation's
proxy statement until the Permitted Number is reached, going in order of the
amount (from greatest to least) of voting power of the Corporation's capital
stock entitled to vote on the election of directors as disclosed in the Proxy
Access Notice. If the Permitted Number is not reached after each Eligible
Stockholder has selected one Proxy Access Stockholder Nominee, this selection
process shall continue as many times as necessary, following the same order each
time, until the Permitted Number is reached. </P>
<P style="MARGIN-LEFT: 5%" align=justify>(e) <B>Eligibility of Nominating
Stockholder; Stockholder Groups.</B> An Eligible Stockholder must have owned (as
defined below) continuously for at least three years a number of shares that
represents 3% or more of the outstanding shares of the Corporation entitled to
vote in the election of directors (the &#147;<B>Required Shares</B>&#148;) as of both the
date the Proxy Access Notice is delivered to or received by the Corporation in
accordance with this Section 2.13 and the record date for determining
stockholders entitled to vote at the meeting and
must intend to continue to own the Required Shares for at least one year
following the date of the annual meeting/deliver a statement regarding the
Eligible Stockholder's intent with respect to continued ownership of the
Required Shares for at least one year following the annual meeting. For purposes
of satisfying the ownership requirement under this Section 2.13, the voting
power represented by the shares of the Corporation's capital stock owned by one
or more stockholders, or by the person or persons who own shares of the
Corporation's capital stock and on whose behalf any stockholder is acting, may
be aggregated, provided that: </P>
<P align=center>Page 14 </P>
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<P style="MARGIN-LEFT: 10%" align=justify>&nbsp;(i) the number of stockholders
and other persons whose ownership of shares is aggregated for such purpose shall
not exceed 20; and </P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) each stockholder or other person
whose shares are aggregated shall have held such shares continuously for at
least three years. </P>
<P style="MARGIN-LEFT: 10%" align=justify>&nbsp;Whenever an Eligible Stockholder
consists of a group of stockholders and/or other persons, any and all
requirements and obligations for an Eligible Stockholder set forth in this
Section 2.13 must be satisfied by and as to each such stockholder or other
person, except that shares may be aggregated to meet the Required Shares as
provided in this Section 2.13(e) . With respect to any one particular annual
meeting, no stockholder or other person may be a member of more than one group
of persons constituting an Eligible Stockholder under this Section 2.13. </P>
<P style="MARGIN-LEFT: 5%" align=justify>(f) <B>Funds.</B> A group of two or
more funds shall be treated as one stockholder or person for this Section 2.13
provided that the other terms and conditions in this Section 2.13 are met
(including Section 2.13(h)(v)(A)) and the funds are: </P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) under common management and
investment control; </P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) under common management and
funded primarily by the same employer (or by a group of related employers that
are under common control); or (iii) a &#147;group of investment companies,&#148; as such
term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of
1940, as amended. </P>
<P style="MARGIN-LEFT: 5%" align=justify>(g) <B>Ownership.</B> For purposes of
this Section 2.13, an Eligible Stockholder shall be deemed to &#147;<B>own</B>&#148; only
those outstanding shares of the Corporation's capital stock as to which the
person possesses both: </P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) the full voting and investment
rights pertaining to the shares; and </P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) the full economic interest in
(including the opportunity for profit and risk of loss on) such shares; provided
that the number of shares calculated in accordance with clauses (i) and (ii)
shall not include any shares: </P>
<P style="MARGIN-LEFT: 15%" align=justify>(A) sold by such person or any of its
affiliates in any transaction that has not been settled or closed,</P>
<P align=center>Page 15 </P>
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<P style="MARGIN-LEFT: 10%" align=justify>(B) borrowed by such person or any of
its affiliates for any purposes or purchased by such person or any of its
affiliates pursuant to an agreement to resell, or </P>
<P style="MARGIN-LEFT: 10%" align=justify>(C) subject to any option, warrant,
forward contract, swap, contract of sale, other derivative, or similar agreement
entered into by such person or any of its affiliates, whether any such
instrument or agreement is to be settled with shares or with cash based on the
notional amount or value of outstanding shares of the Corporation's capital
stock, in any such case which instrument or agreement has, or is intended to
have, the purpose or effect of: (1) reducing in any manner, to any extent or at
any time in the future, such person's or affiliates' full right to vote or
direct the voting of any such shares; and/or (2) hedging, offsetting, or
altering to any degree gain or loss arising from the full economic ownership of
such shares by such person or affiliate. </P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An
Eligible Stockholder &#147;<B>owns</B>&#148; shares held in the name of a nominee or other
intermediary so long as the Eligible Stockholder retains the right to instruct
how the shares are voted with respect to the election of directors and possesses
the full economic interest in the shares. An Eligible Stockholder's ownership of
shares shall be deemed to continue during any period in which the Eligible
Stockholder has delegated any voting power by means of a proxy, power of
attorney, or other instrument or arrangement that is revocable at any time by
the person. An Eligible Stockholder's ownership of shares shall be deemed to
continue during any period in which the Eligible Stockholder has loaned such
shares, provided that the Eligible Stockholder has the power to recall such
loaned shares on five business days' notice and recalls such loaned shares not
more than three/five business days after being notified that any of its Proxy
Access Stockholder Nominees will be included in the Corporation's proxy
statement. The terms &#147;<B>owned</B>,&#148; &#147;<B>owning</B>,&#148; and other variations of
the word &#147;<B>own</B>&#148; shall have correlative meanings. For purposes of this
Section 2.13, the term &#147;<B>affiliate</B>&#148; shall have the meaning ascribed
thereto in the regulations promulgated under the Exchange Act. </P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)
<B>Nomination Notice and Other Eligible Stockholder Deliverables.</B> An
Eligible Stockholder must provide with its Proxy Access Notice the following
information in writing to the Secretary: </P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) one or more written statements
from the record holder of the shares (and from each intermediary through which
the shares are or have been held during the requisite three-year holding period)
verifying that, as of the date the Proxy Access Notice is delivered to or
received by the Corporation, the Eligible Stockholder owns, and has owned
continuously for the preceding three years, the Required Shares, and the
Eligible Stockholder's agreement to provide: </P>
<P style="MARGIN-LEFT: 15%" align=justify>(A) within five business days after
the record date for the meeting, written statements from the record holder and
intermediaries verifying the Eligible Stockholder's continuous ownership of the
Required Shares through the record date, and</P>
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<P style="MARGIN-LEFT: 10%" align=justify>(B) immediate notice if the Eligible
Stockholder ceases to own any of the Required Shares prior to the date of the
applicable annual meeting of stockholders; </P>
<P style="MARGIN-LEFT: 5%" align=justify>(ii) the Eligible Stockholder's
representation and agreement that the Eligible Stockholder (including each
member of any group of stockholders that together is an Eligible Stockholder
under this Section 2.13): </P>
<P style="MARGIN-LEFT: 10%" align=justify>(A) intends to continue to satisfy the
eligibility requirements described in this Section 2.13 through the date of the
annual meeting, including a statement that the Eligible Stockholder intends to
continue to own the Required Shares for at least one year following the date of
the annual meeting/regarding the Eligible Stockholder's intent with respect to
continued ownership of the Required Shares for at least one year following the
annual meeting, </P>
<P style="MARGIN-LEFT: 10%" align=justify>(B) acquired the Required Shares in
the ordinary course of business and not with the intent to change or influence
control of the Corporation, and does not presently have such intent, </P>
<P style="MARGIN-LEFT: 10%" align=justify>(C) has not nominated and will not
nominate for election to the Board of Directors at the meeting any person other
than the Proxy Access Stockholder Nominee(s) being nominated pursuant to this
Section 2.13, </P>
<P style="MARGIN-LEFT: 10%" align=justify>(D) has not engaged and will not
engage in, and has not and will not be, a &#147;participant&#148; in another person's
&#147;solicitation&#148; within the meaning of Rule 14a-1(l) under the Exchange Act in
support of the election of any individual as a director at the meeting other
than its Proxy Access Stockholder Nominee(s) or a Board Nominee, </P>
<P style="MARGIN-LEFT: 10%" align=justify>(E) will not distribute to any
stockholder any form of proxy for the meeting other than the form distributed by
the Corporation, </P>
<P style="MARGIN-LEFT: 10%" align=justify>(F) has provided and will provide
facts, statements, and other information in all communications with the
Corporation and its stockholders that are or will be true and correct in all
material respects and do not and will not omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading, </P>
<P style="MARGIN-LEFT: 10%" align=justify>(G) agrees to assume all liability
stemming from any legal or regulatory violation arising out of the Eligible
Stockholder's communications with the Corporation's stockholders or out of the
information that the Eligible Stockholder provides to the Corporation, </P>
<P style="MARGIN-LEFT: 10%" align=justify>(H) agrees to indemnify and hold
harmless the Corporation and each of its directors, officers, and employees
individually against any liability, loss, or damages in connection with any
threatened or pending action, suit, or proceeding, whether legal,
administrative, or investigative, against the Corporation or any of its
directors, officers, or employees arising out of any nomination submitted by the
Eligible Stockholder pursuant to this Section 2.13, </P>
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<P style="MARGIN-LEFT: 10%" align=justify>(I) will file with the SEC any
solicitation or other communication with the Corporation's stockholders relating
to the meeting at which the Proxy Access Stockholder Nominee will be nominated,
regardless of whether any such filing is required under Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder or whether any
exemption from filing is available for such solicitation or other communication
under Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder, and </P>
<P style="MARGIN-LEFT: 10%" align=justify>(J) will comply with all other
applicable laws, rules, regulations, and listing standards with respect to any
solicitation in connection with the meeting; </P>
<P style="MARGIN-LEFT: 5%" align=justify>(iii) the written consent of each Proxy
Access Stockholder Nominee to be named in the Corporation's proxy statement, and
form of proxy and ballot and, as a nominee and, if elected, to serve as a
director; </P>
<P style="MARGIN-LEFT: 5%" align=justify>(iv) a copy of the Schedule 14N (or any
successor form) that has been filed with the SEC as required by Rule 14a-18
under the Exchange Act; </P>
<P style="MARGIN-LEFT: 5%" align=justify>(v) in the case of a nomination by a
group of stockholders that together is an Eligible Stockholder: </P>
<P style="MARGIN-LEFT: 10%" align=justify>(A) documentation satisfactory to the
Corporation demonstrating that a group of funds qualifies pursuant to the
criteria set forth in Section 2.13(f) to be treated as one stockholder or person
for purposes of this Section 2.13, and </P>
<P style="MARGIN-LEFT: 10%" align=justify>(B) the designation by all group
members of one group member that is authorized to act on behalf of all members
of the nominating stockholder group with respect to the nomination and matters
related thereto, including withdrawal of the nomination; and (vi) if desired, a
Statement. </P>
<P style="MARGIN-LEFT: 5%" align=justify>(i) <B>Stockholder Nominee
Agreement.</B> Each Proxy Access Stockholder Nominee must: </P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) provide within five business days
of the Corporation's request an executed agreement, in a form deemed
satisfactory to the Corporation, providing the following representations: </P>
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<P style="MARGIN-LEFT: 15%" align=justify>(A) the Proxy Access Stockholder
Nominee has read and agrees to adhere to the Corporation's policies or
guidelines applicable to directors, including with regard to securities trading,
</P>
<P style="MARGIN-LEFT: 15%" align=justify>(B) the Proxy Access Stockholder
Nominee is not and will not become a party to: (1) any Voting Commitment; or (2)
any Voting Commitment that could limit or interfere with such person's ability
to comply, if elected as a director of the Corporation, with such person's
fiduciary duties under applicable law, and </P>
<P style="MARGIN-LEFT: 15%" align=justify>(C) the Proxy Access Stockholder
Nominee is not and will not become a party to any Compensation Arrangement in
connection with such person's nomination for director or service as a director;
</P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) complete, sign, and submit all
questionnaires required of the Corporation's Board of Directors within five
business days of receipt of each such questionnaire from the Corporation; and
</P>
<P style="MARGIN-LEFT: 10%" align=justify>(iii) provide within five business
days of the Corporation's request such additional information as the Corporation
determines may be necessary to permit the Board of Directors to determine
whether such Proxy Access Stockholder Nominee meets the requirements of this
Section 2.13 or the Corporation's requirements with regard to director
qualifications and policies and guidelines applicable to directors, including
whether: </P>
<P style="MARGIN-LEFT: 15%" align=justify>(A) such Proxy Access Stockholder
Nominee is independent under the independence requirements, including the
committee independence requirements, set forth in the listing standards of the
stock exchange on which shares of the Corporation's capital stock are listed,
any applicable rules of the SEC, and any publicly disclosed standards used by
the Board of Directors in determining and disclosing the independence of the
directors (the &#147;<B>Independence Standards</B>&#148;), </P>
<P style="MARGIN-LEFT: 15%" align=justify>(B) such Proxy Access Stockholder
Nominee has any direct or indirect relationship with the Corporation that has
not been deemed categorically immaterial pursuant to the Corporation's Corporate
Governance guidelines, and </P>
<P style="MARGIN-LEFT: 15%" align=justify>(C) such Proxy Access Stockholder
Nominee is not and has not been subject to: (1) any event specified in Item
401(f) of Regulation S-K under the Securities Act of 1933, as amended (the
&#147;<B>Securities Act</B>&#148;), or (2) any order of the type specified in Rule 506(d)
of Regulation D under the Securities Act. </P>
<P style="MARGIN-LEFT: 10%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)
<B>Eligible Stockholder/Proxy Access Stockholder Nominee Undertaking.</B> In the
event that any information or communications provided by the Eligible
Stockholder or Proxy Access Stockholder Nominee to the Corporation or its
stockholders ceases to be true and correct in any respect or omits a fact
necessary to make the statements made, in light of the circumstances under which
they were made, not misleading, each Eligible Stockholder or Proxy Access
Stockholder Nominee, as the case may be, shall promptly notify the Secretary of
any such inaccuracy or omission in such previously provided information and of
the information that is required to make such information or communication true
and correct. Notwithstanding the foregoing, the provision of any such
notification pursuant to the preceding sentence shall not be deemed to cure any
defect or limit the Corporation's right to omit a Proxy Access Stockholder
Nominee from its proxy materials as provided in this Section 2.13. </P>
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<P style="MARGIN-LEFT: 10%" align=justify>(k) <B>Exceptions Permitting Exclusion
of Proxy Access Stockholder Nominee.</B> The Corporation shall not be required
to include pursuant to this Section 2.13 a Proxy Access Stockholder Nominee in
its proxy statement (or, if the proxy statement has already been filed, to allow
the nomination of a Proxy Access Stockholder Nominee, notwithstanding that
proxies in respect of such vote may have been received by the Corporation): </P>
<P style="MARGIN-LEFT: 15%" align=justify>(i) if the Eligible Stockholder who
has nominated such Proxy Access Stockholder Nominee has nominated for election
to the Board of Directors at the meeting any person other than pursuant to this
Section 2.13, or has or is engaged in, or has been or is a &#147;participant&#148; in
another person's, &#147;solicitation&#148; within the meaning of Rule 14a-1(l) under the
Exchange Act in support of the election of any individual as a director at the
meeting other than its Proxy Access Stockholder Nominee(s) or a Board Nominee;
</P>
<P style="MARGIN-LEFT: 15%" align=justify>(ii) if the Corporation has received a
notice (whether or not subsequently withdrawn) that a stockholder intends to
nominate any candidate for election to the Board of Directors pursuant to the
advance notice requirements in Section 2.12 of these by-laws; </P>
<P style="MARGIN-LEFT: 15%" align=justify>(iii) who is not independent under the
Independence Standards; </P>
<P style="MARGIN-LEFT: 15%" align=justify>(iv) whose election as a member of the
Board of Directors would violate or cause the Corporation to be in violation of
these by-laws, the Corporation's CERTIFICATE OF INCORPORATION, policies or
guidelines applicable to directors, or other document setting forth
qualifications for directors, the listing standards of the stock exchange on
which shares of the Corporation's capital stock is listed, or any applicable
state or federal law, rule, or regulation; </P>
<P style="MARGIN-LEFT: 15%" align=justify>(v) if the Proxy Access Stockholder
Nominee is or becomes a party to any Voting Commitment; </P>
<P style="MARGIN-LEFT: 15%" align=justify>(vi) if the Proxy Access Stockholder
Nominee is or becomes a party to any Compensation Arrangement; </P>
<P style="MARGIN-LEFT: 15%" align=justify>(vii) who is or has been, within the
past three years, an officer or director of a competitor, as defined in Section
8 of the Clayton Antitrust Act of 1914;</P>
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<P style="MARGIN-LEFT: 15%" align=justify>(viii) who is a named subject of a
pending criminal proceeding (excluding traffic violations and other minor
offenses) or has been convicted in such a criminal proceeding within the past
ten years; </P>
<P style="MARGIN-LEFT: 15%" align=justify>(ix) who is subject to any order of
the type specified in Rule 506(d) of Regulation D under the Securities Act; or
</P>
<P style="MARGIN-LEFT: 15%" align=justify>(x) if such Proxy Access Stockholder
Nominee or the applicable Eligible Stockholder shall have provided information
to the Corporation in respect of such nomination that was untrue in any material
respect or omitted to state a material fact necessary in order to make the
statement made, in light of the circumstances under which they were made, not
misleading or shall have breached its or their agreements, representations,
undertakings, or obligations pursuant to this Section 2.13. </P>
<P style="MARGIN-LEFT: 10%" align=justify>(l) <B>Invalidity.</B> Notwithstanding
anything to the contrary set forth herein, the Board of Directors or the person
presiding at the meeting shall be entitled to declare a nomination by an
Eligible Stockholder to be invalid, and such nomination shall be disregarded
notwithstanding that proxies in respect of such vote may have been received by
the Corporation; and the Corporation shall not be required to include in its
proxy statement any successor or replacement nominee proposed by the applicable
Eligible Stockholder or any other Eligible Stockholder if: </P>
<P style="MARGIN-LEFT: 15%" align=justify>(i) the Proxy Access Stockholder
Nominee and/or the applicable Eligible Stockholder shall have breached its or
their agreements, representations, undertakings, or obligations pursuant to this
Section 2.13, as determined by the Board of Directors or the person presiding at
the meeting; or </P>
<P style="MARGIN-LEFT: 15%" align=justify>(ii) the Eligible Stockholder (or a
qualified representative thereof) does not appear at the meeting to present any
nomination pursuant to this Section 2.13.</P>
<P style="MARGIN-LEFT: 10%" align=justify>(m) <B>Interpretation.</B> The Board
of Directors (and any other person or body authorized by the Board of Directors)
shall have the power and authority to interpret this Section 2.13 and to make
any and all determinations necessary or advisable to apply this Section 2.13 to
any persons, facts, or circumstances, including the power to determine whether:
</P>
<P style="MARGIN-LEFT: 15%" align=justify>(i) a person or group of persons
qualifies as an Eligible Stockholder; </P>
<P style="MARGIN-LEFT: 15%" align=justify>(ii) outstanding shares of the
Corporation's capital stock are &#147;owned&#148; for purposes of meeting the ownership
requirements of this Section 2.13; </P>
<P style="MARGIN-LEFT: 15%" align=justify>(iii) a notice complies with the
requirements of this Section 2.13; </P>
<P style="MARGIN-LEFT: 15%" align=justify>(iv) a person satisfies the
qualifications and requirements to be a Proxy Access Stockholder Nominee;</P>
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<P style="MARGIN-LEFT: 15%" align=justify>(v) inclusion of the Required
Information in the Corporation's proxy statement is consistent with all
applicable laws, rules, regulations, and listing standards; and (vi) any and all
requirements of this Section 2.13 have been satisfied.</P>
<P style="MARGIN-LEFT: 15%" align=justify>(vii) Any such interpretation or
determination adopted in good faith by the Board of Directors (or any other
person or body authorized by the Board of Directors) shall be conclusive and
binding on all persons, including the Corporation and all record or beneficial
owners of stock of the Corporation. </P>
<P style="MARGIN-LEFT: 5%" align=center><B>ARTICLE III </B><BR><B>BOARD OF
DIRECTORS </B><BR></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.01</B><B>
</B><B>General Powers.</B> The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The Board of
Directors may adopt such rules and procedures, not inconsistent with the
Certificate of Incorporation, these by-laws, or applicable law, as it may deem
proper for the conduct of its meetings and the management of the Corporation.
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.02</B><B>
</B><B>Number; Term of Office.</B> The Board of Directors shall consist of not
less than three and not more than nine directors as fixed from time to time by
resolution of a majority of the total number of directors that the Corporation
would have if there were no vacancies. Each director shall hold office until a
successor is duly elected and qualified or until the director's earlier death,
resignation, disqualification, or removal. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.03</B><B>
</B><B>Newly Created Directorships and Vacancies.</B> Any newly created
directorships resulting from an increase in the authorized number of directors
and any vacancies occurring in the Board of Directors, may be filled by the
affirmative votes of a majority of the remaining members of the Board of
Directors, although less than a quorum, or by a sole remaining director. A
director so elected shall be elected to hold office until the earlier of the
expiration of the term of office of the director whom he or she has replaced, a
successor is duly elected and qualified, or the earlier of such director's
death, resignation, or removal. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.04</B><B>
</B><B>Resignation.</B> Any director may resign at any time by notice given in
writing or by electronic transmission to the Corporation. Such resignation shall
take effect at the date of receipt of such notice by the Corporation or at such
later effective date or upon the happening of an event or events as is therein
specified. A resignation that is conditioned on a director failing to receive a
specified vote for reelection as a director may provide that it is
irrevocable.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.05</B><B>
</B><B>Removal.</B> Except as prohibited by applicable law or the Certificate of
Incorporation, the stockholders holding a majority of the shares then entitled
to vote at an election of directors may remove any director from office with or
without cause. </P>
<P align=center>Page 22 </P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.06</B><B>
</B><B>Fees and Expenses.</B> Directors shall receive such fees for their
services on the Board of Directors and any committee thereof and such
reimbursement of their expenses as may be fixed or determined by the Board of
Directors. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.07</B><B>
</B><B>Regular Meetings.</B> Regular meetings of the Board of Directors may be
held without notice at such times and at such places as may be determined from
time to time by the Board of Directors. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.08</B><B>
</B><B>Special Meetings.</B> Special meetings of the Board of Directors may be
held at such times and at such places as may be determined by the Chair of the
Board or the Chief Executive Officer on at least 24 hours' notice to each
director given by one of the means specified in Section 3.11 hereof other than
by mail or on at least three days' notice if given by mail. Special meetings
shall be called by the Chair of the Board or the Secretary in like manner and on
like notice on the written request of any two or more directors. The notice need
not state the purposes of the special meeting and, unless indicated in the
notice thereof, any and all business may be transacted at a special meeting.
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.09</B><B>
</B><B>Telephone Meetings.</B> Board of Directors or Board of Directors
committee meetings may be held by means of telephone conference or other
communications equipment by means of which all persons participating in the
meeting can hear each other and be heard. Participation by a director in a
meeting pursuant to this Section 3.09 shall constitute presence in person at
such meeting. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.10</B><B>
</B><B>Adjourned Meetings.</B> A majority of the directors present at any
meeting of the Board of Directors, including an adjourned meeting, whether or
not a quorum is present, may adjourn and reconvene such meeting to another time
and place. At least 24 hours' notice of any adjourned meeting of the Board of
Directors shall be given to each director whether or not present at the time of
the adjournment, if such notice shall be given by one of the means specified in
Section 3.11 hereof other than by mail, or at least three days' notice if by
mail. Any business may be transacted at an adjourned meeting that might have
been transacted at the meeting as originally called. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.11</B><B>
</B><B>Notices.</B> Subject to Section 3.08, Section 3.10, and Section 3.12
hereof, whenever notice is required to be given to any director by applicable
law, the Certificate of Incorporation, or these by-laws, such notice shall be
deemed given effectively if given in person or by telephone, mail addressed to
such director at such director's address as it appears on the records of the
Corporation, facsimile, e-mail, or by other means of electronic transmission.
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.12</B><B>
</B><B>Waiver of Notice.</B> Whenever notice to directors is required by
applicable law, the Certificate of Incorporation, or these by-laws, a waiver
thereof, in writing signed by, or by electronic transmission by, the director
entitled to the notice, whether before or after such notice is required, shall
be deemed equivalent to notice. Attendance by a director at a meeting shall
constitute a waiver of notice of such meeting except when the director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business on the ground that the meeting was not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special Board of Directors or committee meeting need
be specified in any waiver of notice. </P>
<P align=center>Page 23 </P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.13</B><B>
</B><B>Organization.</B> At each regular or special meeting of the Board of
Directors, the Chair of the Board or, in his or her absence, another director
selected by the Board of Directors shall preside. The Secretary shall act as
secretary at each meeting of the Board of Directors. If the Secretary is absent
from any meeting of the Board of Directors, an assistant secretary of the
Corporation shall perform the duties of secretary at such meeting; and in the
absence from any such meeting of the Secretary and all assistant secretaries of
the Corporation, the person presiding at the meeting may appoint any person to
act as secretary of the meeting. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.14</B><B>
</B><B>Quorum of Directors.</B> Except as otherwise provided by these by-laws,
the Certificate of Incorporation, or required by applicable law, the presence of
a majority of the total number of directors on the Board of Directors shall be
necessary and sufficient to constitute a quorum for the transaction of business
at any meeting of the Board of Directors. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.15</B><B>
</B><B>Action by Majority Vote.</B> Except as otherwise provided by these
by-laws, the Certificate of Incorporation, or required by applicable law, 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. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.16</B><B>
</B><B>Action Without Meeting.</B> Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all directors or members of such committee, as
the case may be, consent thereto in writing or by electronic transmission, and
the writings or electronic transmissions are filed with the minutes of
proceedings of the Board of Directors or committee in accordance with applicable
law. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.17</B><B>
</B><B>Chair of the Board.</B> The Board of Directors shall annually elect one
of its members to be its chair (the &#147;<B>Chair of the Board</B>&#148;) and shall fill
any vacancy in the position of Chair of the Board at such time and in such
manner as the Board of Directors shall determine. Except as otherwise provided
in these by-laws, the Chair of the Board shall preside at all meetings of the
Board of Directors and of stockholders. The Chair of the Board shall perform
such other duties and services as shall be assigned to or required of the Chair
of the Board by the Board of Directors.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.18</B><B>
</B><B>Committees of the Board of Directors.</B> The Board of Directors may
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 the committee. If a member of a
committee shall be absent from any meeting, or disqualified from voting thereat,
the remaining member or members present at the meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent permitted by applicable law, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to all papers that may require it to the
extent so authorized by the Board of Directors. Unless the Board of Directors
provides otherwise, at all meetings of such committee, a majority of the then
authorized members of the committee shall constitute a quorum for the
transaction of business, and the vote of a majority of the members of the
committee present at any meeting at which there is a quorum shall be the act of
the committee. Each committee shall keep regular minutes of its meetings. Unless
the Board of Directors provides otherwise, each committee designated by the
Board of Directors may make, alter and repeal rules and procedures for the
conduct of its business. In the absence of such rules and procedures each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to this ARTICLE III. </P>
<P align=center>Page 24 </P>
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<P align=center><B>ARTICLE IV <BR>OFFICERS </B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 4.01</B><B>
</B><B>Positions and Election.</B> The officers of the Corporation shall be
chosen by the Board of Directors and shall include a chief executive officer
(the &#147;<B>Chief Executive Officer&#148;</B>), a president (the &#147;<B>President</B>&#148;), a
chief financial officer (the &#147;<B>Chief Financial Officer</B>&#148;), a treasurer (the
&#147;<B>Treasurer</B>&#148;), and a secretary (the &#147;<B>Secretary</B>&#148;). The Board of
Directors, in its discretion, may also elect one or more vice presidents,
assistant treasurers, assistant secretaries, and other officers in accordance
with these by-laws. Any two or more offices may be held by the same person.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 4.02</B><B>
</B><B>Term.</B> Each officer of the Corporation shall hold office until such
officer's successor is elected and qualified or until such officer's earlier
death, resignation, or removal. Any officer elected or appointed by the Board of
Directors may be removed by the Board of Directors at any time with or without
cause by the majority vote of the members of the Board of Directors then in
office. The removal of an officer shall be without prejudice to his or her
contract rights, if any. The election or appointment of an officer shall not of
itself create contract rights. Any officer of the Corporation may resign at any
time by giving written notice of his or her resignation to the President or the
Secretary. Any such resignation shall take effect at the time specified therein
or, if the time when it shall become effective shall not be specified therein,
immediately upon its receipt. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective. Should any
vacancy occur among the officers, the position shall be filled for the unexpired
portion of the term by appointment made by the Board of Directors.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 4.03</B><B>
</B><B>Chief Executive Officer.</B> The Chief Executive Officer shall, subject
to the provisions of these by-laws and the control of the Board of Directors,
have general supervision, direction, and control over the business of the
Corporation and over its officers. The Chief Executive Officer shall perform all
duties incident to the office of the Chief Executive Officer, and any other
duties as may be from time to time assigned to the Chief Executive Officer by
the Board of Directors, in each case subject to the control of the Board of
Directors.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 4.04</B><B>
</B><B>President.</B> The President shall report and be responsible to the Chief
Executive Officer. The President shall have such powers and perform such duties
as from time to time may be assigned or delegated to the President by the Board
of Directors or the Chief Executive Officer or that are incident to the office
of president. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 4.05</B><B>
</B><B>Vice Presidents.</B> Each vice president of the Corporation shall have
such powers and perform such duties as may be assigned to him or her from time
to time by the Board of Directors, the Chief Executive Officer, or the
President, or that are incident to the office of vice president. </P>
<P align=center>Page 25 </P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 4.06</B><B>
</B><B>Secretary.</B> The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose, and shall
perform like duties for committees of the Board of Directors when required. He
or she shall give, or cause to be given, notice of all meetings of the
stockholders and meetings of the Board of Directors, and shall perform such
other duties as may be prescribed by the Board of Directors, the Chair of the
Board, or the Chief Executive Officer. The Secretary shall keep in safe custody
the seal of the Corporation and have authority to affix the seal to all
documents requiring it and attest to the same.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 4.07</B><B>
</B><B>Chief Financial Officer.</B> The Chief Financial Officer shall be the
principal financial officer of the Corporation and shall have such powers and
perform such duties as may be assigned by the Board of Directors, the Chair of
the Board, or the Chief Executive Officer. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 4.08</B><B>
</B><B>Treasurer.</B> The treasurer of the Corporation shall have the custody of
the Corporation's funds and securities, except as otherwise provided by the
Board of Directors, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. The treasurer
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chief Executive Officer and the President and the directors, at the regular
meetings of the Board of Directors, or whenever they may require it, an account
of all his or her transactions as treasurer and of the financial condition of
the Corporation.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 4.09</B><B>
</B><B>Other Officers.</B> Such other officers as the Board of Directors may
choose shall perform such duties and have such powers as from time to time may
be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 4.10</B><B>
</B><B>Duties of Officers May Be Delegated.</B> In case any officer is absent,
or for any other reason that the Board of Directors may deem sufficient, the
Chief Executive Officer or the President or the Board of Directors may delegate
for the time being the powers or duties of such officer to any other officer or
to any director.</P>
<P align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>ARTICLE V <BR>INDEMNIFICATION
</B></P>
<P style="MARGIN-LEFT: 5%" align=justify><B>Section 5.01</B><B>
</B><B>Indemnification.</B></P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The
Corporation shall indemnify and hold harmless to the fullest extent permitted by
law, as such may be amended from time to time, any person who was or is made or
is threatened to be made a party in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (a &#147;<B>Proceeding</B>&#148;) other
than a Proceeding by or in the right of the Corporation, by reason of the fact
that he or she, or a person for whom he or she is the legal representative, is
or was a director, officer, employee, or agent of the Corporation or, while a
director, officer, employee, or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, enterprise, or nonprofit
entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys&#146; fees) reasonably
incurred by such person. Notwithstanding the preceding sentence, except for
claims for indemnification (following the final disposition of such Proceeding),
the Corporation shall be required to indemnify a person in connection with a
Proceeding (or part thereof) commenced by such person only if the commencement
of such Proceeding (or part thereof) by the person was authorized in the
specific case by the Board of Directors.</P>
<P align=center>Page 26 </P>
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<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The
Corporation shall indemnify and hold harmless to the fullest extent permitted by
law, as such may be amended from time to time, any person who was or is made or
is threatened to be made a party in any Proceeding brought by or in the right of
the Corporation, by reason of the fact that he or she, or a person for whom he
or she is the legal representative, is or was a director, officer, employee, or
agent of the Corporation or, while a director, officer, employee, or agent of
the Corporation, is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, enterprise, or nonprofit entity, including service with respect
to employee benefit plans, against all liability and loss suffered and expenses
(including attorneys&#146; fees) reasonably incurred by such person; <I>provided</I>,
<I>however</I>, if applicable law so provides, no indemnification shall be made
in respect of any claim, issue or matter in such Proceeding as to which such
person shall have been finally adjudged to be liable to the Corporation unless
and to the extent that the Court of Chancery of the State of Delaware or the
court in which such Proceeding was brought shall determine that such
indemnification may be made.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) If
any person covered by Section 5.01(a) or Section 5.01(b) is not wholly
successful in such Proceeding but is successful, on the merits or otherwise, as
to one or more but less than all claims, issues or matters in such Proceeding,
the Corporation shall indemnify such person against all expenses (including
attorneys&#146; fees) reasonably incurred by him or her or on his or her behalf in
connection with each successfully resolved claim, issue or matter. For purposes
of this Section 5.01(c) and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 5.02</B><B>
</B><B>Advancement of Expenses. </B>The Corporation shall pay the expenses
(including attorneys&#146; fees) incurred by a director, officer, employee, or agent
of the Corporation in defending any Proceeding in advance of its final
disposition, upon receipt of an undertaking by or on behalf of such person to
repay all amounts advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal that such
person is not entitled to be indemnified for such expenses under this Section
5.02 or otherwise. Payment of such expenses incurred by such person, may be made
by the Corporation, subject to such terms and conditions as the general counsel
of the Corporation in his or her discretion deems appropriate. </P>
<P align=center>Page 27 </P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 5.03</B><B>
</B><B>Non-Exclusivity of Rights. </B>The rights conferred on any person by this
ARTICLE V will not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, these by-laws, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding office. The Corporation is
specifically authorized to enter into individual contracts with any or all of
its directors, officers, employees, or agents respecting indemnification and
advances, to the fullest extent not prohibited by the DGCL. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 5.04</B><B>
</B><B>Other Indemnification. </B>The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, enterprise, or nonprofit entity shall be reduced by any amount such
person may collect as indemnification from such other corporation, partnership,
joint venture, trust, enterprise, or nonprofit entity. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 5.05</B><B>
</B><B>Insurance. </B>The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the Corporation, or is or was serving at the request of Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, enterprise, or nonprofit entity against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Corporation would have the
power to indemnify him or her against such liability under the provisions of the
DGCL.<B> </B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 5.06</B><B>
</B><B>Repeal, Amendment, or Modification.</B> Any amendment, repeal, or
modification of this ARTICLE V shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification. </P>
<P align=center><B>ARTICLE VI <BR></B><B>STOCK CERTIFICATES AND THEIR TRANSFER
</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 6.01</B><B>
</B><B>Certificates Representing Shares.</B> The 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 class
or series shall be uncertificated shares that may be evidenced by a book-entry
system maintained by the registrar of such stock. If shares are represented by
certificates, such certificates shall be in the form, other than bearer form,
approved by the Board of Directors. The certificates representing shares of
stock shall be signed by, or in the name of, the Corporation by any two
authorized officers of the Corporation. Any or all such signatures may be
facsimiles. Although any officer, transfer agent, or registrar whose manual or
facsimile signature is affixed to such a certificate ceases to be such officer,
transfer agent, or registrar before such certificate has been issued, it may
nevertheless be issued by the Corporation with the same effect as if such
officer, transfer agent, or registrar were still such at the date of its issue.
</P>
<P align=center>Page 28 </P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 6.02</B><B>
</B><B>Transfers of Stock.</B> Stock of the Corporation shall be transferable in
the manner prescribed by law and in these by-laws. Transfers of stock shall be
made on the books administered by or on behalf of the Corporation only by the
direction of the registered holder thereof or such person's attorney, lawfully
constituted in writing, and, in the case of certificated shares, upon the
surrender to the Company or its transfer agent or other designated agent of the
certificate thereof, which shall be cancelled before a new certificate or
uncertificated shares shall be issued. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 6.03</B><B>
</B><B>Transfer Agents and Registrars.</B> The Board of Directors may appoint,
or authorize any officer or officers to appoint, one or more transfer agents and
one or more registrars. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 6.04</B><B>
</B><B>Lost, Stolen, or Destroyed Certificates.</B> The Board of Directors or
the Secretary may direct a new certificate or uncertificated shares to be issued
in place of any certificate theretofore issued by the Corporation alleged to
have been lost, stolen, or destroyed upon the making of an affidavit of that
fact by the owner of the allegedly lost, stolen, or destroyed certificate. When
authorizing such issue of a new certificate or uncertificated shares, the Board
of Directors or the Secretary may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of the lost, stolen, or
destroyed certificate, or the owner's legal representative to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen, or destroyed or the issuance of such new certificate or
uncertificated shares. </P>
<P align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>ARTICLE VII <BR>GENERAL
PROVISIONS </B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 7.01</B><B>
</B><B>Seal.</B> The seal of the Corporation shall be in such form as shall be
approved by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise, as may
be prescribed by law or custom or by the Board of Directors. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 7.02</B><B>
</B><B>Fiscal Year.</B> The fiscal year of the Corporation shall December 1 and
end on November 30 of each year. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 7.03</B><B>
</B><B>Checks, Notes, Drafts, Etc.</B> All checks, notes, drafts, or other
orders for the payment of money of the Corporation shall be signed, endorsed, or
accepted in the name of the Corporation by such officer, officers, person, or
persons as from time to time may be designated by the Board of Directors or by
an officer or officers authorized by the Board of Directors to make such
designation. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 7.04</B><B>
</B><B>Conflict with Applicable Law or Certificate of Incorporation.</B> These
by-laws are adopted subject to any applicable law and the Certificate of
Incorporation. Whenever these by-laws may conflict with any applicable law or
the Certificate of Incorporation, such conflict shall be resolved in favor of
such law or the Certificate of Incorporation. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 7.05</B><B>
</B><B>Books and Records.</B> Any records administered by or on behalf of the
Corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be maintained on any information storage
device, method, or one or more electronic networks or databases (including one
or more distributed electronic networks or databases); provided that the records
so kept can be converted into clearly legible paper form within a reasonable
time, and, with respect to the stock ledger, the records so kept comply with
Section 224 of the DGCL. The Corporation shall so convert any records so kept
upon the request of any person entitled to inspect such records pursuant to
applicable law. </P>
<P align=center>Page 29 </P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 7.06</B><B>
</B><B>Forum for Adjudication of Disputes. </B>Unless the Corporation consents
in writing to the selection of an alternative forum, the Court of Chancery of
the State of Delaware (or, if the Court of Chancery does not have jurisdiction,
the federal district court for the District of Delaware) shall be the sole and
exclusive forum for: </P>
<P style="MARGIN-LEFT: 5%" align=justify>(a) any derivative action or proceeding
brought on behalf of the Corporation; </P>
<P style="MARGIN-LEFT: 5%" align=justify>(b) any action asserting a claim for
breach of a fiduciary duty owed by any director, officer, employee, or agent of
the Corporation to the Corporation or the Corporation's stockholders; </P>
<P style="MARGIN-LEFT: 5%" align=justify>(c) any action asserting a claim
arising pursuant to any provision of the Delaware General Corporation Law, the
Certificate of Incorporation, or these by-laws; or </P>
<P style="MARGIN-LEFT: 5%" align=justify>(d) any action asserting a claim
governed by the internal affairs doctrine; </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; in each case, subject to said court
having personal jurisdiction over the indispensable parties named as defendants
therein. If any action the subject matter of which is within the scope of this
Section 7.06 is filed in a court other than a court located within the State of
Delaware (a &#147;<B>Foreign Action</B>&#148;) in the name of any stockholder, such
stockholder shall be deemed to have consented to: (i) the personal jurisdiction
of the state and federal courts located within the State of Delaware in
connection with any action brought in any such court to enforce this Section
7.06 (an &#147;<B>Enforcement Action</B>&#148;); and (ii) having service of process made
upon such stockholder in any such Enforcement Action by service upon such
stockholder&#146;s counsel in the Foreign Action as agent for such stockholder. Any
person or entity purchasing or otherwise acquiring any interest in shares of
capital stock of the Corporation shall be deemed to have notice of and consented
to the provisions of this Section 7.06. </P>
<P align=center><B>ARTICLE VIII <BR>AMENDMENTS </B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These by-laws may be adopted,
amended, or repealed by the stockholders entitled to vote; <I>provided,
however,</I> that the Corporation may, in its Certificate of Incorporation,
confer the power to adopt, amend, or repeal these by-laws upon the Board of
Directors; and, <I>provided</I> <I>further</I>, that any proposal by a
stockholder to amend these by-laws will be subject to the provisions of ARTICLE
II of these by-laws except as otherwise required by law. The fact that such
power has been so conferred upon the Board of Directors will not divest the
stockholders of the power, nor limit their power to adopt, amend, or repeal
by-laws.</P>
<P align=center>Page 30 </P>
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