The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.
The Corporation may also have offices at such other places both within and without the State of
Delaware as from time to time the board of directors may determine or the business of the
Corporation may require.
MEETINGS OF STOCKHOLDERS
All meetings of the stockholders shall be held at any place within or without the State of Delaware
as shall be designated from time to time by the board of directors. In the absence of any such
designation, stockholders meetings shall be held at the principal executive office of the
An annual meting of stockholders shall be held each year on a date and at a time designated by
the board of directors. At each annual meeting directors shall be elected and any other proper
business may be transacted.
A majority of the stock issued and outstanding and entitled to vote at any meeting of
stockholders, the holders of which are present in person or represented by proxy, shall constitute
a quorum for the transaction of business except as otherwise provided by law, by the Certificate of
Incorporation, or by these By-Laws. A quorum, once established, shall not be broken by the
withdrawal of enough votes to leave less than a quorum and the votes present may continue to
transact business until adjournment. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, a majority of the voting stock represented in person or by
proxy may adjourn the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally notified. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record entitled to vote
When a quorum is present at any meeting, the affirmative vote of a majority of the shares
present in person or represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders, other than (i) the election of directors, which is governed
by Article III, Section 1 of these By-Laws, and (ii) any other question or matter that, by express
provision of law, or the Certificate of Incorporation, or by these By-Laws, requires a different
vote, in which case such question shall be governed and controlled by such express provision.
At each meeting of the stockholders, each stockholder having the right to vote may vote in
person or may authorize another person or persons to act for him by proxy in a manner permitted by
Section 212 of the General Corporation Law of Delaware. 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 which is not irrevocable
by attending the meeting and voting in person or by delivering to the Secretary of the Corporation
a revocation of the proxy or a new proxy bearing a later
date. All proxies must be filed with the Secretary of the Corporation at the beginning of each
meeting in order to be counted in any vote at the meeting. Each stockholder shall have one vote
for each share of stock having voting power, registered in his name on the books of the Corporation
on the record date set by the board of directors as provided in Article V, Section 6 hereof.
Special meetings of the stockholders, for any purpose, or purposes, unless otherwise
prescribed by statute or by the Certificate of Incorporation, may be called at any time by the
board of directors, or by a majority of the members of the board of directors, or by a committee of
the board of directors which has been duly designated by the board of directors and whose powers
and authority as provided in a resolution of the board of directors or these By-Laws, include the
power to call such meetings. Special meetings of stockholders of the Corporation may not be called
by another person or persons. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Whenever stockholders are required or permitted to take any action at a meeting, a written
notice of the meeting shall be given, which notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is
called. The written notice of any meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the meeting. If mailed,
notice is given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.
The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the meeting, (i) on a
reasonably accessible electronic network, provided that the information required to gain access to
such list is provided with the notice of meeting or (ii) during ordinary business hours at the
principal place of business of the corporation. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. Except as otherwise provided by law, the stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger, the list of
stockholders required by this Section 8, or to vote in person or by proxy at any meeting of
The corporation may, and shall if required by law, in advance of any meeting of stockholders,
appoint one or more inspectors of election, who may be employees of the corporation, to act at the
meeting or any adjournment thereof and to make a written report thereof. The corporation may
designate one or more persons as alternate inspectors to replace any inspector who fails to act.
In the event that no inspector so appointed or designated is able to act at a meeting of
stockholders, 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 to execute faithfully the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspector or inspectors so appointed or
designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding
and the voting power of each such share, (ii) determine the shares of capital stock of the
corporation represented at the meeting and the validity of proxies and ballots, (iii) count all
votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of
any challenges made to any determination by the inspectors, and (v) certify their determination of
the number of shares of capital stock of the corporation represented at the meeting and such
inspectors count of all votes and ballots. Such certification and report shall specify such other
information as may be required by law. In determining the validity and counting of proxies and
ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such
information as is permitted by applicable law. No person who is a candidate for an office at an
election may serve as an inspector at such election.
The date and time of the opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting shall be announced at the meeting by the person presiding over
the meeting. The Board of Directors may adopt by resolution such rules and regulations for the
conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of Directors, the person
presiding over any meeting of stockholders shall have the right and authority to convene and to
adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts
as, in the judgment of such presiding person, 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 presiding person of the meeting, may include, without limitation, the following:
(i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures
for maintaining order at the meeting and the safety of those present; (iii) 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 presiding person of the
meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (v) limitations on the time allotted to questions or comments by
participants. The presiding person at any meeting of stockholders, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a matter or business was not properly brought before the
meeting and if such presiding person should so determine, such presiding person shall so declare to
the meeting and any such matter or business not properly brought before the meeting shall not be
transacted or considered. Unless and to the extent determined by the Board of Directors or the
person presiding over the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.
The board of directors shall consist of a minimum of one (1) and a maximum of eleven (11)
directors. The number of directors shall be fixed or changed from time to time, within the minimum
and maximum, by the then appointed directors. The directors need not be stockholders. Except as
provided in Section 2 of this Article III, (i) in an uncontested election of directors, each
director shall be elected by the vote of the majority of the votes cast with respect to such
directors election, and (ii) in a contested election of directors, the directors shall be elected
by the vote of a plurality of the shares represented in person or by proxy at such meeting and
entitled to vote on the election of directors. For purposes of this Section 1, (x) a majority of
the votes cast means that the number of shares voted for a directors election must exceed the
number of votes cast against or withheld from such directors election, (y) neither abstentions
nor broker non-votes will be deemed to be votes for, against or withheld from a directors
election, and (z) the Board will have the exclusive power and authority to determine whether any
election of directors is a contested election. Each director elected shall hold office until his
successor is elected and qualified or until his death, retirement, resignation or removal. Except
as may otherwise be provided pursuant to Article IV of the Certificate of Incorporation with
respect to any rights of holders of preferred stock, a director may be removed without cause either
by (i) a majority vote of the directors then in office (including for purposes of calculating the
number of directors then in office the director subject to such removal vote), or (ii) the
affirmative vote of the stockholders holding at least 80% of the capital stock entitled to vote for
the election of directors.
Except as may otherwise be provided pursuant to Article IV of the Certificate of Incorporation with
respect to any rights of holders of preferred stock to elect additional directors, should a vacancy
in the board of directors occur or be created (whether arising through death, retirement,
resignation or removal or through an increase in the number of authorized directors), such vacancy
shall be filled by the affirmative vote of a majority of the remaining directors, even though less
than a quorum of the board of directors. A director so elected to fill a vacancy shall serve for
the remainder of the term of the class to which he was elected.
The property and business of the Corporation shall be managed by or under the direction of its
board of directors. In addition to the powers and authorities by these By-Laws expressly conferred
upon them, the board of directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
The directors may hold their meetings and have one or more offices, and keep the books of the
corporation outside of the State of Delaware.
Regular meetings of the board of directors may be held without notice at such time and place as
shall from time to time be determined by the board.
Special meetings of the board of directors may be called by the president or chief
executive officer on twenty-four hours notice to each director, either personally or by regular
mail, electronic mail or by telegram; special meetings shall be called by the president, chief
executive officer or the secretary in like manner and on like notice on the written request of two
directors unless the board of directors consists of only one director; in which case special
meetings shall be called by the president, chief executive officer or secretary in like manner or
on like notice on the written request of the sole director.
At all meetings of the board of directors a majority of the authorized number of directors
shall be necessary and sufficient to constitute a quorum for the transaction of business, and the
vote of a majority of the directors present at any meeting at which there is a quorum, shall be the
act of the board of directors, except as may be otherwise specifically provided by statute, by the
Certificate of Incorporation or by these By-Laws. If a quorum shall not be present at any meeting
of the board of directors the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be present. If only
one director is authorized, such sole director shall constitute a quorum.
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 members of the board of directors or committee, as
the case may be, consent thereto in writing, and the writing or writings are filed with the minutes
of proceedings of the board of directors or committee.
Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the
board of directors, or any committee designated by the board of directors, may participate in a
meeting of the board of directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each
other, and such participation in a meeting shall constitute presence in person at such meeting.
COMMITTEES OF DIRECTORS
The board of directors may, by resolution passed by a majority of the whole board of
directors, designate one or more committees, each such 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. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the board of directors to
act at the meeting in the place of any such absent or disqualified member. Any such committee, to
the extent provided in a resolution of the board of directors, 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 which may
require it; but no such committee shall have the power or authority in reference to amending the
Certificate of Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted by the board of
directors, fix the designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes or any other series
of the same or any other class or classes of stock of the Corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of any series), adopting
an agreement of merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporations property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation; and, unless the resolution, By-Laws, or the Certificate of
Incorporation expressly so provide, no such committee shall have the power or authority to declare
a dividend, to authorize the issuance of stock, or to adopt a Certificate of Ownership and Merger.
Each committee shall keep regular minutes of its meetings and report the same to the board of
directors when required.
COMPENSATION OF DIRECTORS
Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the board of
directors shall have the authority to fix the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the board of directors and may be
paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefore. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended, any person (a Covered Person)
who was or is made or is threatened to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative (a proceeding), 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 or officer of the Corporation or, while a director or officer of the Corporation, is or
was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including
service with respect to employee benefit plans, against all liability and loss suffered and
expenses (including attorneys fees) reasonably incurred by such Covered Person. Notwithstanding
the preceding sentence, except as otherwise provided in Section 15, the Corporation shall be
required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced
by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered
Person was authorized in the specific case by the Board of Directors of the Corporation.
The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses
(including attorneys fees) reasonably incurred by a Covered Person in defending any proceeding in
advance of its final disposition, provided, however, that, to the extent required
by law, such payment of expenses in advance of the final disposition of the proceeding shall be
made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it
should be ultimately determined that the Covered Person is not entitled to be indemnified under
these By-Laws or otherwise.
If a claim for indemnification (following the final disposition of such action, suit or
proceeding) or advancement of expenses under this these By-Laws is not paid in full within thirty
days after a written claim therefor by the Covered Person has been received by the Corporation, the
Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action
the Corporation shall have the burden of proving that the Covered Person is not entitled to the
requested indemnification or advancement of expenses under applicable law.
The rights conferred on any Covered Person by these By-Laws shall not be exclusive of any
other rights that such Covered 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.
The Corporations obligation, if any, to indemnify or to advance expenses to any Covered
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 Covered Person may collect as indemnification or advancement of expenses from such
other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
Any repeal or modification of any of Sections 13 through 17 shall not adversely affect any
right or protection hereunder of any Covered Person in respect of any act or omission occurring
prior to the time of such repeal or modification.
These By-Laws shall not limit the right of the Corporation, to the extent and in the manner
permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when
and as authorized by appropriate corporate action.
The officers of the Corporation shall be chosen by the board of directors and shall include a
chief executive officer, vice president and a secretary. The Corporation may also have at the
discretion of the board of directors such other officers as are desired, including a chairman of
the board, additional vice presidents, one or more assistant secretaries, a treasurer, one or more
assistant treasurers, and such other officers as may be appointed in accordance with the provisions
of Section 3 of this Article IV. In the event there are two or more vice presidents, then one or
more may be designated as executive vice president, senior vice president, vice president
marketing, or other similar or dissimilar title. At the time of the election of officers, the
directors may by resolution determine the order of their rank. Any number of offices may be held
by the same person, unless the Certificate of Incorporation or these By-Laws otherwise provide.
The board of directors, at its first meeting after each annual meeting of stockholders, shall
choose the officers of the Corporation.
The board of directors may appoint such other officers and agents, as it shall deem necessary, who
shall hold their offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board of directors.
The salaries of all officers and agents of the Corporation shall be fixed by the board of
The officers of the Corporation shall hold office until their successors are chosen and qualify in
their stead. Any officer elected or appointed by the board of directors may be removed at any
time, either with or without cause, by the board of directors. If the office of any officer or
officers becomes vacant for any reason, the vacancy may be filled by the board of directors.
CHAIRMAN OF THE BOARD
The chairman of the board, if such an officer be elected, shall, if present, preside at all
meetings of the board of directors and exercise and perform such other powers and duties as may be
from time to time assigned to him by the board of directors or prescribed by these By-Laws. If
there is no president, the chairman of the board shall, in addition, be the chief executive officer
of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.
CHIEF EXECUTIVE OFFICER
Subject to such supervisory powers, if any, as may be given by the board of directors to
the chairman of the board, if there be such an officer, the chief executive officer shall, subject
to the control of the board of directors, have general supervision, direction and control of the
business and officers of the Corporation. He shall be an ex-officio member of all committees and
shall have the general powers and duties of management usually vested in the office of chief
executive officer of corporations, and shall have such other powers and duties as may be prescribed
by the board of directors or these By-Laws.
In the absence or disability of the chief executive officer, the vice presidents in order of their
rank as fixed by the board of directors, or if not ranked, the vice president designated by the
board of directors, shall perform all the duties of the president, and when so acting shall have
all the powers of and be subject to all the restrictions upon the president. The vice presidents
shall have such other duties as from time to time may be prescribed for them, respectively, by the
board of directors.
SECRETARY AND ASSISTANT SECRETARIES
The secretary shall record the proceedings of the meetings of the stockholders and directors in a
book to be kept for that purpose; and shall perform like duties for the standing committees when
required by the board of directors. He shall give, or cause to be given, notice of all meetings of
the stockholders and of the board of directors, and shall perform such other duties as may be
prescribed by the board of directors or these By-Laws. He shall keep in safe custody the seal of
the Corporation, and affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an assistant secretary. The board of directors
may give general authority to any other officer to affix the seal of the Corporation and to attest
the affixing by his signature.
The assistant secretary, or if there be more than one, the assistant secretaries in the order
determined by the board of directors, or if there be no such determination, the assistant secretary
designated by the board of directors, shall, in the absence or disability of the secretary, perform
the duties and exercise the powers of the secretary and shall perform such other duties and have
such other powers as the board of directors may from time to time prescribe.
TREASURER AND ASSISTANT TREASURERS
The treasurer, if such an officer is elected, shall have the custody of the corporate funds and
securities 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. He 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 board of
directors, at its regular meetings, or when the board of directors so requires, an account of all
his transactions as treasurer and of the financial condition of the Corporation. If required by
the board of directors, he shall give the Corporation a bond, in such sum and with such surety or
sureties as shall be satisfactory to the board of directors, for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the Corporation.
The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order
determined by the board of directors, or if there be no such determination, the assistant treasurer
designated by the board of directors, shall, in the absence or disability of the treasurer, perform
the duties and exercise the powers of the treasurer and shall perform such other duties and have
such other powers as the board of directors may from time to time prescribe.
Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of
the Board, the President or any Vice President may from time to time appoint an attorney or
attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to
cast the votes which the corporation may be entitled to cast as the holder of stock or other
securities in any other corporation or other entity, any of whose stock or other securities may be
held by the corporation, at meetings of the holders of the stock or other securities of such other
corporation or other entity, or to consent in writing, in the name of the corporation as such
holder, to any action by such other corporation or other entity, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such consents, and may
execute or cause to be executed in the name and on behalf of the corporation and under its
corporate seal or otherwise, all such written proxies or other instruments as he or she may deem
necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an
attorney or agent may also be exercised directly by the Chairperson of the Board, the President or
the Vice President.
CERTIFICATES OF STOCK
Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in
the name of the Corporation by, the chairman of vice chairman of the board of directors, or a vice
president, and by the secretary or an assistant secretary, or the treasurer or an assistant
treasurer of the Corporation, certifying the number of shares represented by the certificate owned
by such stockholder in the Corporation.
Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.
If the Corporation shall be authorized to issue more than one class of stock or more than one
series of any class, the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such class or series of
stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder whoso requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
LOST, STOLEN OR DESTROYED CERTIFICATES
The board of directors may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates,
or his legal representative, to advertise the same in such manner as it shall require and/or to
give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have been lost, stolen or
TRANSFERS OF STOCK
Upon surrender to the Corporation, or the transfer agent of the Corporation, of a certificate for
shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
In order that the Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful action, the board of
directors may fix a record date that does not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and that is not more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
The Corporation shall be entitled to treat the holder of record of any share or shares of stock as
the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other
claim or interest in such share on the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by the laws of the State of Delaware.
Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate
of Incorporation, if any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.
Before payment of any dividend there may be set aside out of any funds of the Corporation available
for dividends such sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation, or for such other purpose as the directors shall
think conducive to the interests of the Corporation, and the directors may abolish any such
All checks or demands for money and notes of the Corporation shall be signed by such officer or
officers of the board of directors may from time to time designate.
The fiscal year of the Corporation shall be fixed by resolution of the board of directors.
The corporate seal shall have inscribed thereon the name of the Corporation and the words
Corporate Seal, Delaware. Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
Whenever, under the provisions of the Certificate of Incorporation or of these By-Laws or as
required by law, notice is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the Corporation, with
postage thereon prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be given by telegram.
Whenever any notice is required to be given by law or under the provisions of the Certificate of
Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall be deemed
These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the
stockholders or by the board of directors, when such power is conferred upon the board of directors
by the Certificate of Incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of directors if notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal these By-Laws is conferred upon the board
of directors by the Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal these By-Laws.