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					BYLAWS OF Company Name A California Corporation

ARTICLE I Offices Section 1. of California. The registered office of this corporation shall be in the County of County, State

Section 2. The corporation may also have offices at such other places both within and without the State of California as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II Meetings of Stockholders Section 1. All annual meetings of the stockholders shall be held at the registered office of the corporation or at such other place within or without the State of California as the directors shall determine. Special meetings of the stockholders may be held at such time and place within or without the State of California as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof. Section 2. Annual meetings of the stockholders, commencing with the year _ _, shall be held on the _ _ day of _ _ each year if not a legal holiday and, if a legal holiday, then on the next secular day following, or at such other time as may be set by the Board of Directors from time to time, at which the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting. Meetings may be held by telephonic conference call provided all stockholders are present telephonically, or have expressly declined to “attend.” SECTTON 3.. SPECIALLMEETTNGS OFFTTHESTTOCKHOLDERS,FFORANY PURPOSE O R PURPOSES,,UNLLESS SEC I ION 3 SPECIA MEE I INGS O HE S OCKHOLDERS, OR ANY PURPOSE O R PURPOSES UN ESS OTHERWISE PRESCRIBED BY STATUTE OR BY THE ARTICLLESOF INCORPORATION,,M AY BE CALLLEDBY THE OTHERWISE PRESCRIBED BY STATUTE OR BY THE ARTIC ES OF INCORPORATION M AY BE CA LED BY THE PRESIDENTTOR TTHESECRETTARYBY RESOLLUTON OFFTTHEBOARD O FFDIRECTTORSOR ATTTTH EREQUESTTIN WRITTNG PRESIDEN OR HE SECRE ARY BY RESO UTI ION O HE BOARD O DIREC ORS OR A H E REQUES IN WRI I ING OF STOCKHOLLDERSOWN ING A M AJJORTY IN AM OUNT OF THE ENTIRE CAPITALLSTOCK OF THE CORPORATION ISSUED OF STOCKHO DERS OWN ING A M A ORI ITY IN AM OUNT OF THE ENTIRE CAPITA STOCK OF THE CORPORATION ISSUED AND OUTSTANDING AND ENTITLLEDTO VOTE.. SUCH REQUEST SHALLLSTATE THE PURPOSE OF THE PROPOSED AND OUTSTANDING AND ENTIT ED TO VOTE SUCH REQUEST SHA L STATE THE PURPOSE OF THE PROPOSED M EETING.. M EETING SECTTON 4.. NOTTCES OFFMEETTNGS SHALLLBE IN WRITTNG AND SIGNED B Y TTHEPRESIDENTTOR A SEC I ION 4 NO I ICES O MEE I INGS SHA L BE IN WRI I ING AND SIGNED B Y HE PRESIDEN OR A VICE--PRESDENTTOR TTHESECRETTARYOR AN ASSISTTANTSECRETTARYOR B Y SUCH OTTHERPERSON OR PERSONS VICE PRESI IDEN OR HE SECRE ARY OR AN ASSIS ANT SECRE ARY OR B Y SUCH O HER PERSON OR PERSONS AS THE DIRECTORS SHALLLDESIGNATE.. SUCH NOTICES SHALLLSTATE THE PURPOSE OR PURPOSES FOR WHICH AS THE DIRECTORS SHA L DESIGNATE SUCH NOTICES SHA L STATE THE PURPOSE OR PURPOSES FOR WHICH THE M EETING IS CALLLEDAND THE TIM E AND THE PLLACE,WHICH M AYBE WITHIN OR WITHOUT THIS STATE,,WHERE IT THE M EETING IS CA LED AND THE TIM E AND THE P ACE, WHICH M AYBE WITHIN OR WITHOUT THIS STATE WHERE IT IS TO BE HELLD. A COPY O F SUCH N OTICE SHALLLBE EITHER DELLVERED PERSONALLL YTO O R SHALLLBE M AILLED, IS TO BE HE D. A COPY O F SUCH N OTICE SHA L BE EITHER DE I IVERED PERSONA L Y TO O R SHA L BE M AI ED, POSTAGE PREPAID,,TO EACH STOCKHOLLDEROF REC ORD ENTITLLEDTO VOTE AT SUCH M EETING NOT LLESSTHAN POSTAGE PREPAID TO EACH STOCKHO DER OF REC ORD ENTIT ED TO VOTE AT SUCH M EETING NOT ESS THAN TEN NOR M ORE THAN SIXTY DAYS BEFORE SUCH M EETING.. IF M AILLED,IT SHALLLBE DIREC TED TO A STOCKHOLLDER TEN NOR M ORE THAN SIXTY DAYS BEFORE SUCH M EETING IF M AI ED, IT SHA L BE DIREC TED TO A STOCKHO DER
AT HIS ADDRESS AS IT APPEARS UPON THE RECORDS OF THE CORPORATION AND UPON SU CH M AILLNG O F AN Y AT HIS ADDRESS AS IT APPEARS UPON THE RECORDS OF THE CORPORATION AND UPON SU CH M AI I ING O F AN Y SUCH NOTICE,,THE SERVICE THEREOF SHALLLBE COM PLLETEAND THE TIM E OF THE NOTICE SHALLLBEGIN TO RUN SUCH NOTICE THE SERVICE THEREOF SHA L BE COM P ETE AND THE TIM E OF THE NOTICE SHA L BEGIN TO RUN FROM THE DATE UPON WHICH SUCH NOTICE IS DEPOSITED IN THE M AILLFOR TRANSM ISSION TO SUCH FROM THE DATE UPON WHICH SUCH NOTICE IS DEPOSITED IN THE M AI FOR TRANSM ISSION TO SUCH STOCKHOLLDER. PERSONALLDELLVERY O F AN Y SUCH NOTICE TO AN Y O FFICER O F A CORP ORATION OR STOCKHO DER. PERSONA DE I IVERY O F AN Y SUCH NOTICE TO AN Y O FFICER O F A CORP ORATION OR ASSOCIATION,,OR TO ANY M EM BER OF A PARTNERSHIP SHALLLCONSTITUTE DELLVERY O F S UCH NOTICE TO SUCH ASSOCIATION OR TO ANY M EM BER OF A PARTNERSHIP SHA L CONSTITUTE DE I IVERY O F S UCH NOTICE TO SUCH CORPORATION,,ASSOCIATION OR PARTNERSHIP.. IN THE EVENT OF THE TRANSFER OF STO CK AFTER DELLVERY O F CORPORATION ASSOCIATION OR PARTNERSHIP IN THE EVENT OF THE TRANSFER OF STO CK AFTER DE I IVERY O F

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SUCH NOTICE OF AND PRI OR TO THE HOLLDN G O F THE M EETING IT SHALLLNOT BE NECESSARY TO DELLVER OR M AILL SUCH NOTICE OF AND PRI OR TO THE HO DI IN G O F THE M EETING IT SHA L NOT BE NECESSARY TO DE I IVER OR M AI NOTICE OF THE M EETING TO THE TRANSFEREE.. NOTICE OF THE M EETING TO THE TRANSFEREE

SECTTON 5.. BUSINESS TTRANSACTEDATTANY SPECIALLMEETTNG OFFSTTOCKHOLDERSSHALLLBE SEC I ION 5 BUSINESS RANSACTED A ANY SPECIA MEE I ING O S OCKHOLDERS SHA L BE LLM ITED TO THE PURPOSES STATED IN THE NOTICE.. I IM ITED TO THE PURPOSES STATED IN THE NOTICE SECTTON 6.. THE HO LLDERSOFFA MAJJORTTYO FFTTHESTTOCK,ISSUED AND OUTTSTANDNG AND ENTTTTLED SEC I ION 6 THE HO DERS O A MA ORI I Y O HE S OCK, ISSUED AND OU STANDI ING AND EN I I LED TO VOTE THEREAT,,PRESENT IN PERSON OR REPRESENTED BY PROXY,,SHALLLC ONSTITUTE A QUORUM AT ALLL TO VOTE THEREAT PRESENT IN PERSON OR REPRESENTED BY PROXY SHA L C ONSTITUTE A QUORUM AT A L M EETINGS OF THE STOCKHOLLDERSFOR THE TRANSACTION OF BUSINESS EXCEPT AS OTHERWISE PROVIDED BY M EETINGS OF THE STOCKHO DERS FOR THE TRANSACTION OF BUSINESS EXCEPT AS OTHERWISE PROVIDED BY STATUTE OR BY THE ARTICLLESOF INCORPORATION.. IF,,H OWEVER,,SUCH QUORUM SHALLLNOT BE PRESENT OR STATUTE OR BY THE ARTIC ES OF INCORPORATION IF H OWEVER SUCH QUORUM SHA L NOT BE PRESENT OR REPRESENTED AT ANY M EETING OF THE STOCKHOLLDERS,THE STOCKHOLLDERSENTITLLEDTO VOTE THEREAT,, REPRESENTED AT ANY M EETING OF THE STOCKHO DERS, THE STOCKHO DERS ENTIT ED TO VOTE THEREAT PRESENT IN PERSON OR REPRESENTED BY PROXY,,SHALLLHAVE POWER TO ADJJOURNTHE M EETING FROM TIM E TO PRESENT IN PERSON OR REPRESENTED BY PROXY SHA L HAVE POWER TO AD OURN THE M EETING FROM TIM E TO TIM E,,WITHOUT NOTICE OTHER THAN ANNOUNCEM ENT AT THE M EETING,,UNTILLA QUORUM SHALLLBE PRESENT OR TIM E WITHOUT NOTICE OTHER THAN ANNOUNCEM ENT AT THE M EETING UNTI A QUORUM SHA L BE PRESENT OR REPRESENTED.. AT SUCH ADJJOURNEDM EETING AT WHICH A QUORUM SHALLLBE PRESENT OR REPRESENTED,,ANY REPRESENTED AT SUCH AD OURNED M EETING AT WHICH A QUORUM SHA L BE PRESENT OR REPRESENTED ANY BUSINESS M AY BE TRANSACTED WHICH M IGHT HAVE BEEN TRANSACTED AT THE M EETING AS ORIGINALL LYNOTIFIED.. BUSINESS M AY BE TRANSACTED WHICH M IGHT HAVE BEEN TRANSACTED AT THE M EETING AS ORIGINA LY NOTIFIED SECTTON 7.. WHEN A QUORUM IS PRESENTTOR REPRESENTTEDATTANY MEETTNG,,TTHEVOTTEOFFTTHE SEC I ION 7 WHEN A QUORUM IS PRESEN OR REPRESEN ED A ANY MEE I ING HE VO E O HE HOLLDERSOF A M AJJORTY O F THE STOCK HAVING VOTING POWER PRESENT IN PERSON OR REPRESENTED BY PROXY DERS OF A M A ORI ITY O F THE STOCK HAVING VOTING POWER PRESENT IN PERSON OR REPRESENTED BY PROXY HO SHALLLBE SUFFICIENT TO ELLECTDIRECTORS OR TO DECIDE AN Y QUESTION BROUG HT BEFO RE SUCH M EETING,, SHA L BE SUFFICIENT TO E ECT DIRECTORS OR TO DECIDE AN Y QUESTION BROUG HT BEFO RE SUCH M EETING UNLLESSTHE QUESTION IS ONE UPON WHICH B Y EXPRESS PROVISION O F THE STATUTES OR OF THE ARTICLLESOF UN ESS THE QUESTION IS ONE UPON WHICH B Y EXPRESS PROVISION O F THE STATUTES OR OF THE ARTIC ES OF INCORPORATTON,,A DIFFFERENTVOTTEIS REQUIRED IN WHICH CASE SUCH EXPRESS PROVISION SHALLLG OVERN AND INCORPORA I ION A DI FERENT VO E IS REQUIRED IN WHICH CASE SUCH EXPRESS PROVISION SHA L G OVERN AND CONTROLLTHE DECISION O F SUCH QUESTION.. CONTRO THE DECISION O F SUCH QUESTION SECTTON 8.. EACH STTOCKHOLDEROFFRECORD OFFTTHECORP ORATTON SHALLLBE ENTTTTLEDATTEACH SEC I ION 8 EACH S OCKHOLDER O RECORD O HE CORP ORA I ION SHA L BE EN I I LED A EACH M EETING OF STOCKHOLLDERSTO ONE VOTE FO R EACH SHARE OF STOCK STANDING IN H IS NAM E ON THE BOOKS OF M EETING OF STOCKHO DERS TO ONE VOTE FO R EACH SHARE OF STOCK STANDING IN H IS NAM E ON THE BOOKS OF THE CORPORATION.. UPON THE DEM AND OF ANY STOCKHO LLDER,THE VOTE FOR DIRECTO RS AND THE VOTE UPON THE CORPORATION UPON THE DEM AND OF ANY STOCKHO DER, THE VOTE FOR DIRECTO RS AND THE VOTE UPON ANY QUESTION BEFORE THE M EETING SHALLLBE BY BALLLOT. ANY QUESTION BEFORE THE M EETING SHA L BE BY BA LOT. SECTTON 9.. ATTANY MEETTNG OFFTTHESTTOCKHOLDERSANY STTOCKHOLDERMA Y BE REPRESENTTED SEC I ION 9 A ANY MEE I ING O HE S OCKHOLDERS ANY S OCKHOLDER MA Y BE REPRESEN ED AND VOTE BY A PROXY OR PROXIES APPOINTED BY AN INSTRUM ENT IN WRITING.. IINTHE EVENT THAT ANY SUCH AND VOTE BY A PROXY OR PROXIES APPOINTED BY AN INSTRUM ENT IN WRITING N THE EVENT THAT ANY SUCH INSTRUM ENT IN WRITING SHALLLDESIGNATE TWO OR M ORE PERSONS TO ACT AS PROXIES,,A M AJJORTY OF SUCH INSTRUM ENT IN WRITING SHA L DESIGNATE TWO OR M ORE PERSONS TO ACT AS PROXIES A M A ORI ITY OF SUCH PERSONS PRESENT AT THE MEETING,,OR,,IF ONLL YONE SHALL LBE PRESENT,,THEN THAT ONE SHALLLHAVE AND M AY PERSONS PRESENT AT THE MEETING OR IF ON Y ONE SHA L BE PRESENT THEN THAT ONE SHA L HAVE AND M AY EXERCISE ALLLOF THE POWERS CON FERRED BY SUCH WRITTEN INSTRUM ENT UPON ALLLOF THE PERSONS SO EXERCISE A L OF THE POWERS CON FERRED BY SUCH WRITTEN INSTRUM ENT UPON A L OF THE PERSONS SO DESIGNATED UNLLESSTHE INSTRUMENT SHALLLOTHERWISE PROVIDE.. NO PROXY OR POW ER OF ATTORNEY TO DESIGNATED UN ESS THE INSTRUMENT SHA L OTHERWISE PROVIDE NO PROXY OR POW ER OF ATTORNEY TO VOTE SHALLLBE USED TO VOTE AT A M EETING OF THE STOCKHOLLDERSUNLLESSIT SHALLLHA VE BEEN FILLEDWITH THE VOTE SHA L BE USED TO VOTE AT A M EETING OF THE STOCKHO DERS UN ESS IT SHA L HA VE BEEN FI ED WITH THE SECRETARY OF THE M EETING WHEN REQUIRED BY THE INSPECTORS OF ELLECTON.. ALLLQ UESTIONS REGARDING SECRETARY OF THE M EETING WHEN REQUIRED BY THE INSPECTORS OF E ECTI ION A L Q UESTIONS REGARDING THE QUALLFICATION O F VOTERS,,THE VALLDITY O F PROXIES AND THE ACCEPTANCE OR REJJECTON OF VOTES SHALLL THE QUA I IFICATION O F VOTERS THE VA I IDITY O F PROXIES AND THE ACCEPTANCE OR RE ECTI ION OF VOTES SHA L BE DECIDED BY THE INSPECTORS OF ELLECTON WH O SHALLLBE APPOINTED BY THE BOARD OF DIRECTORS,,OR I F BE DECIDED BY THE INSPECTORS OF E ECTI ION WH O SHA L BE APPOINTED BY THE BOARD OF DIRECTORS OR I F NOT SO APPOINTED,,THEN BY THE PRESIDING OFFICER O F THE M EETING.. NOT SO APPOINTED THEN BY THE PRESIDING OFFICER O F THE M EETING SECTTON 10.. ANY ACTTON WHICH MAY BE TTAKENBY TTHEVOTTEOFFTTHESTTOCKHOLDERSATTA MEETTNG SEC I ION 10 ANY AC I ION WHICH MAY BE AKEN BY HE VO E O HE S OCKHOLDERS A A MEE I ING M AY BE TAKEN WITHOUT A M EETING IF AUTHORIZED B Y THE WRITTEN CONSENT OF STOCKHOLLDERSHOLLDN G AT M AY BE TAKEN WITHOUT A M EETING IF AUTHORIZED B Y THE WRITTEN CONSENT OF STOCKHO DERS HO DI IN G AT LLEASTA M AJJORTY OF THE VOTING POWER,,UNLLESSTHE PROVISIONS O F THE STATUTES OR OF THE ARTICLLESOF EAST A M A ORI ITY OF THE VOTING POWER UN ESS THE PROVISIONS O F THE STATUTES OR OF THE ARTIC ES OF INCORPORATTON REQUIRE A GREATTERPROPORTTON O FFVOTTNG POWER TTOAUTTHORZZESU CH ACTTON IN WHICH INCORPORA I ION REQUIRE A GREA ER PROPOR I ION O VO I ING POWER O AU HORI I E SU CH AC I ION IN WHICH CASE SUCH GREATER PROPORTION OF WRITTEN CONSENTS SHALLLBE REQUIRED.. CASE SUCH GREATER PROPORTION OF WRITTEN CONSENTS SHA L BE REQUIRED ART ICLE IIII ART ICLE II DIRECTTORS DIREC ORS SECTTON 1.. THE BUSINESS OFFTTHECORPORATTON SHALLLBE MANAGED BY ITTSBOARD OFF SEC I ION 1 THE BUSINESS O HE CORPORA I ION SHA L BE MANAGED BY I S BOARD O DIRECTTORSWHICH MAY EXERCISE ALLLSUCH POWERS O FFTTHECORPORATTON AND D O ALLLSUCH LLAWFULACTTSAND ORS WHICH M AY EXERCISE A L SUCH POWERS O HE CORPORA I ION AND D O A L SUCH AWFUL AC S AND DIREC THINGS AS ARE NOT BY STATUTE OR BY THE ARTICLLESOF INCORPORATION OR B Y THESE BYLLAWSDIRECTED OR THINGS AS ARE NOT BY STATUTE OR BY THE ARTIC ES OF INCORPORATION OR B Y THESE BY AWS DIRECTED OR REQUIRED TO BE EXERCISED OR DONE BY THE STOCKHOLLDERS. REQUIRED TO BE EXERCISED OR DONE BY THE STOCKHO DERS. SECTTON 2.. THE NUMBER OFFDIRECTTORSWHICH SHALLLCONSTTTTUTETTHEWHOLLEBOARD SHALLLBE SEC I ION 2 THE NUMBER O DIREC ORS WHICH SHA L CONS I I UTE HE WHO E BOARD SHA L BE THREE ((3). THE NUM BER OF DIRECTORS M AY FROM TIM E TO TIM E BE INCREASED OR DECREASED TO NOT LLESS THREE 3). THE NUM BER OF DIRECTORS M AY FROM TIM E TO TIM E BE INCREASED OR DECREASED TO NOT ESS THAN ONE NOR M ORE THAN FIFTEEN BY ACTION O F THE BOARD OF D IRECTORS.. THE DIR ECTORS SHALLLBE THAN ONE NOR M ORE THAN FIFTEEN BY ACTION O F THE BOARD OF D IRECTORS THE DIR ECTORS SHA L BE

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ELLECTEDAT THE ANNUALLMEETING OF THE STOCKHOLLDERSAND EXCEPT AS PROVIDED IN SECTION 2 OF THIS E ECTED AT THE ANNUA MEETING OF THE STOCKHO DERS AND EXCEPT AS PROVIDED IN SECTION 2 OF THIS ARTTCLLE,EACH DIRECTTORELLECTEDSHALLLHOLLDO FFFCE UNTTLLHIS SUCCESSOR IS ELLECTEDAND QUALLFFED.. AR I IC E, EACH DIREC OR E ECTED SHA L HO D O FI ICE UN I I HIS SUCCESSOR IS E ECTED AND QUA I I I IED DIRECTTORSNEED NOTTBE STTOCKHOLDERS. DIREC ORS NEED NO BE S OCKHOLDERS.

SECTTON 3.. VACANCIES IN TTHEBOARD OFFDIRECTTORSINCLLUDNG TTHOSECAUSED BY AN INCREASE SEC I ION 3 VACANCIES IN HE BOARD O DIREC ORS INC UDI ING HOSE CAUSED BY AN INCREASE IN THE NUM BER OF DIRECTORS,,M AY BE FILL LEDB Y A M AJJORTY O F THE REM AINING DIRECT ORS,,THOUGH LLESS IN THE NUM BER OF DIRECTORS M AY BE FI LED B Y A M A ORI ITY O F THE REM AINING DIRECT ORS THOUGH ESS THAN A QUORUM ,,OR BY A SO LLEREM AINING DIRECTOR,,AND EACH DIRECTOR SO ELLECTEDSHALLLHOLLDOFFICE THAN A QUORUM OR BY A SO E REM AINING DIRECTOR AND EACH DIRECTOR SO E ECTED SHA L HO D OFFICE UNTILLHIS SUCCESSOR IS ELLECTEDAT AN ANNUALLOR A SPECIALLM EETING OF THE STOCKHOLLDERS. THE H OLLDERS UNTI HIS SUCCESSOR IS E ECTED AT AN ANNUA OR A SPECIA M EETING OF THE STOCKHO DERS. THE H O DERS OF A TWO--THRDS O F THE OUTSTANDING SHARES OF STOCK ENTITLLEDTO VOTE M AY AT ANY TIM E PEREM PTORILLY OF A TWO THI IRDS O F THE OUTSTANDING SHARES OF STOCK ENTIT ED TO VOTE M AY AT ANY TIM E PEREM PTORI Y TERM INATE THE TERM OF OFFICE O F ALL LOR AN Y O F THE DIRECTORS BY VOTE AT A M EETING CALLLEDFOR SUCH TERM INATE THE TERM OF OFFICE O F A L OR AN Y O F THE DIRECTORS BY VOTE AT A M EETING CA LED FOR SUCH PURPOSE OR BY A WRITTEN STATEMENT FILLEDWITH THE SECRETARY OR,,IN HIS ABSENCE,,WITH ANY OTHER PURPOSE OR BY A WRITTEN STATEMENT FI ED WITH THE SECRETARY OR IN HIS ABSENCE WITH ANY OTHER OFFICER.. SUCH REM OVALLSHALLLBE EFFECTIVE IM M EDIATELLY,EVEN IF SUCCESSORS ARE NOT ELLECTED OFFICER SUCH REM OVA SHA L BE EFFECTIVE IM M EDIATE Y, EVEN IF SUCCESSORS ARE NOT E ECTED SIM ULLTANEOUSLYAND THE VACANCIES ON THE BOARD OF DIRECTORS RESULLTNG THERE FROM SHALLLBE FILLLED SIM U TANEOUSLY AND THE VACANCIES ON THE BOARD OF DIRECTORS RESU TI ING THERE FROM SHA L BE FI LED ONLL YBY THE STOCKHOLLDERS. ON Y BY THE STOCKHO DERS. A VACANCY OR VACANCIES IN TTHEBOARD OFFDIRECTTORSSHALLLBE DEEMED TTOEXISTTIN CASE A VACANCY OR VACANCIES IN HE BOARD O DIREC ORS SHA L BE DEEMED O EXIS IN CASE OF THE DEATH,,RESIGNATION OR REM OVALLOF AN Y D IRECTORS,,OR IF THE AUTHORIZED NU M BER OF DIRECTORS BE OF THE DEATH RESIGNATION OR REM OVA OF AN Y D IRECTORS OR IF THE AUTHORIZED NU M BER OF DIRECTORS BE INCREASED,,OR IF THE STOCKHOLLDERSFAI LLAT ANY ANNUALLOR SPECIALLM EETING OF STO CKHOLLDERSAT WHICH INCREASED OR IF THE STOCKHO DERS FAI AT ANY ANNUA OR SPECIA M EETING OF STO CKHO DERS AT WHICH ANY DIRECTOR OR DIRECTORS ARE ELLECTEDTO ELLECTTHE FULLLAUTHORI ZED NUM BER OF DIRECTORS TO BE ANY DIRECTOR OR DIRECTORS ARE E ECTED TO E ECT THE FU L AUTHORI ZED NUM BER OF DIRECTORS TO BE VOTED FOR AT THAT M EETING.. VOTED FOR AT THAT M EETING THE STTOCKHOLDERSMAY E LLECTA DIRECTTOROR DIRECTTORSATTANY TTME TTOFFLLLAN Y VA CANCY THE S OCKHOLDERS MAY E ECT A DIREC OR OR DIREC ORS A ANY I IME O I I L AN Y VA CANCY OR VACANCIES NOT FILL LEDBY THE DIRECTORS.. IIFTHE BOARD O F DIRECTORS ACCEPTS THE RESIGNATION OF A OR VACANCIES NOT FI LED BY THE DIRECTORS F THE BOARD O F DIRECTORS ACCEPTS THE RESIGNATION OF A DIRECTOR TENDERED TO TAKE EFFECT AT A FUTURE TIME,,THE BOARD OR THE STOCKHOLLDERSSHALLLHAVE DIRECTOR TENDERED TO TAKE EFFECT AT A FUTURE TIME THE BOARD OR THE STOCKHO DERS SHA L HAVE POWER TO ELLECTA SUCCESSOR TO TAKE OFFICE WHEN THE RESIGNATION IS TO BECOM E EFFECTIVE.. POWER TO E ECT A SUCCESSOR TO TAKE OFFICE WHEN THE RESIGNATION IS TO BECOM E EFFECTIVE NO REDUCTTON O FFTTHEAUTTHORZZEDNUMBER OFFDIRECTTORSSHALLLHAVE TTHEEFFFECTO FF NO REDUC I ION O HE AU HORI I ED NUMBER O DIREC ORS SHA L HAVE HE E FECT O REM OVING ANY DIRECTOR PRI OR TO THE EXPIRATION OF HIS TERM OF OFFICE.. REM OVING ANY DIRECTOR PRI OR TO THE EXPIRATION OF HIS TERM OF OFFICE ART IICLEIIV ART CLE V MEETTNGS OFFTTHEBOARD OFFD IRECTTORS MEE I INGS O HE BOARD O D IREC ORS SECTTON 1.. REGULLARMEETTNGS OFFTTHEBOARD OFFD IRECTTORSSHALLLBE HELLDATTANY PLLACE SEC I ION 1 REGU AR MEE I INGS O HE BOARD O D IREC ORS SHA L BE HE D A ANY P ACE WITHIN OR WITHOUT THE STATE WHICH HAS BEEN DESIGNATED FROM TIM E TO TIM E BY RESOLLUTON O F THE WITHIN OR WITHOUT THE STATE WHICH HAS BEEN DESIGNATED FROM TIM E TO TIM E BY RESO UTI ION O F THE BOARD OR BY WRITTTENCONSENTTOFFA LLLMEMBERS OFFTTHEBOARD.. IN TTHEABSENCE OFFSUCH DESIGNATTON BOARD OR BY WRI TEN CONSEN O A L MEMBERS O HE BOARD IN HE ABSENCE O SUCH DESIGNA I ION REGULLARM EETINGS SHALLLBE HELLDAT THE REGISTERED OFFICE O F THE CORPORATION.. SPECIALLM EETINGS OF REGU AR M EETINGS SHA L BE HE D AT THE REGISTERED OFFICE O F THE CORPORATION SPECIA M EETINGS OF THE BOARD M AY BE HELLDEITHER AT A PLLACESO DESIGNATED OR AT THE REGISTERED OFFICE.. THE BOARD M AY BE HE D EITHER AT A P ACE SO DESIGNATED OR AT THE REGISTERED OFFICE SECTTON 2.. THE FFRSTTMEETTNG OFFEACH NEWLLYELLECTEDBOARD OFFDIRECTTORSSHALLLBE HELLD SEC I ION 2 THE I IRS MEE I ING O EACH NEW Y E ECTED BOARD O DIREC ORS SHA L BE HE D IM M EDIATELLYFOLLL OWNG THE ADJJOURNM ENTOF THE M EETING OF STOCKHOLLDERSAND A T THE PLLACETHEREOF.. IM M EDIATE Y FO L OWI ING THE AD OURNM ENT OF THE M EETING OF STOCKHO DERS AND A T THE P ACE THEREOF NO NOTTCE OFFSUCH MEETTNG SHALLLBE NECESSARY TTOTTHEDIRECTTORSIN ORDER LLEGALLYTTOC ONSTTTTUTETTHE NO NO I ICE O SUCH MEE I ING SHA L BE NECESSARY O HE DIREC ORS IN ORDER EGALLY O C ONS I I UTE HE M EETING,,PROVIDED A QUORUM BE PRESENT.. IN THE EVENT SUCH M EETING IS NOT SO HELLD,THE M EETING M AY M EETING PROVIDED A QUORUM BE PRESENT IN THE EVENT SUCH M EETING IS NOT SO HE D, THE M EETING M AY BE HELLDAT SUCH TIM E AND PLLACEAS SHALLLBE SPECIFIED IN A NOTICE GIVEN AS HEREINAFTER PROVIDED FOR BE HE D AT SUCH TIM E AND P ACE AS SHA L BE SPECIFIED IN A NOTICE GIVEN AS HEREINAFTER PROVIDED FOR SPECIALLM EETINGS OF THE BOARD OF DIRECTORS.. SPECIA M EETINGS OF THE BOARD OF DIRECTORS SECTTON 3.. REGULLARMEETTNGS OFFTTHEBOARD OFFD IRECTTORSMAY BE HELLDWITTHOUTCALLLOR SEC I ION 3 REGU AR MEE I INGS O HE BOARD O D IREC ORS MAY BE HE D WI HOUT CA L OR NOTICE AT SUCH TIM E AND AT SUCH PLLACEAS SHALLLFROM TIM E TO TIM E BE FIXED AND DETERM INED BY THE NOTICE AT SUCH TIM E AND AT SUCH P ACE AS SHA L FROM TIM E TO TIM E BE FIXED AND DETERM INED BY THE BOARD OFFDIRECTTORS. BOARD O DIREC ORS. SECTTON 4.. SPECIALLMEETTNGS OFFTTHEBOARD O FFDIRECTTORSMAY BE CALLLEDBY TTHECHAIRMAN SEC I ION 4 SPECIA MEE I INGS O HE BOARD O DIREC ORS MAY BE CA LED BY HE CHAIRMAN OR THE PRESIDENT OR BY ANY VICE--PRESDENT OR BY AN Y TWO D IRECTORS.. W RITTEN NOTICE OF THE TIM E AND OR THE PRESIDENT OR BY ANY VICE PRESI IDENT OR BY AN Y TWO D IRECTORS W RITTEN NOTICE OF THE TIM E AND PLLACEOF SPECIALLM EETINGS SHALLLBE DELLVERED PERSONALLL YTO EACH DIRECTOR,,OR SENT TO EACH DIRECTOR P ACE OF SPECIA M EETINGS SHA L BE DE I IVERED PERSONA L Y TO EACH DIRECTOR OR SENT TO EACH DIRECTOR BY M AILLOR B Y OTHER FORM O F WRITTEN COM M UNICATION,,CHARGES PREPAID,,ADDRESSED TO HIM AT HIS BY M AI OR B Y OTHER FORM O F WRITTEN COM M UNICATION CHARGES PREPAID ADDRESSED TO HIM AT HIS ADDRESS AS IT IS SHOWN UPON THE RECORDS OR IS NOT READILL YASCERTAINABLLE,AT THE PLLACEIN WHICH THE ADDRESS AS IT IS SHOWN UPON THE RECORDS OR IS NOT READI Y ASCERTAINAB E, AT THE P ACE IN WHICH THE M EETINGS OF THE DIRECTORS ARE REGULLARLYHELLD. IINCASE SUCH NOTICE IS M AILLEDO R TELLEGRAPHED,IT M EETINGS OF THE DIRECTORS ARE REGU ARLY HE D. N CASE SUCH NOTICE IS M AI ED O R TE EGRAPHED, IT SHALLLBE DEPOSITED IN THE UNITED STATES MAILLOR DELLVERED TO THE TELLEGRAPHCO M PANY AT LLEAST SHA L BE DEPOSITED IN THE UNITED STATES MAI OR DE I IVERED TO THE TE EGRAPH CO M PANY AT EAST

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FORTY--EGHT ((48)HOURS PRIOR TO THE TIM E OF THE HOLLDNG O F THE M EETING.. IN CASE SUCH NOTICE IS FORTY EI IGHT 48) HOURS PRIOR TO THE TIM E OF THE HO D I ING O F THE M EETING IN CASE SUCH NOTICE IS DELLVERED AS ABOVE PROVIDED,,IT SHALLLBE SO DELLVERED AT LLEASTTWENTY--FOUR((24)HOURS PRIOR TO THE DE I IVERED AS ABOVE PROVIDED IT SHA L BE SO DE I IVERED AT EAST TWENTYFOUR 24) HOURS PRIOR TO THE TIM E OF THE HOLLDNG OF THE M EETING.. SUCH M AILLNG,,TELLEGRAPHNG OR DELLVER Y AS ABOVE PROVIDED SHALLL TIM E OF THE HO DI ING OF THE M EETING SUCH M AI I ING TE EGRAPHI ING OR DE I IVER Y AS ABOVE PROVIDED SHA L BE DUE,,LLEGALAND PERSONALLNOTICE TO SUCH DIRECTOR.. BE DUE EGAL AND PERSONA NOTICE TO SUCH DIRECTOR

SECTTON 5.. NOTTCE OFFTTHETTME AND PLLACEOFFH OLLDNG AN ADJJOURNEDMEETTNG NEED NOTTBE SEC I ION 5 NO I ICE O HE I IME AND P ACE O H O DI ING AN AD OURNED MEE I ING NEED NO BE GIVEN TO THE ABSENT DIRECTORS IF THE TIM E AND PLLACEBE FIXED AT THE M EETING ADJJOURNED. GIVEN TO THE ABSENT DIRECTORS IF THE TIM E AND P ACE BE FIXED AT THE M EETING AD OURNED. SECTTON 6.. THE TTRANSACTONS OFFAN Y MEETTNG OFFTTHEBOARD OFFDIRECTTORS,HOWEVER SEC I ION 6 THE RANSACTI IONS O AN Y MEE I ING O HE BOARD O DIREC ORS, HOWEVER CALLLEDAND NOTICED OR WHEREVER HELLD,SHALLLBE AS VALLD AS THOUGH HAD AT A M EETING DULL YHELLDA FTER LED AND NOTICED OR WHEREVER HE D, SHA L BE AS VA I ID AS THOUGH HAD AT A M EETING DU Y HE D A FTER CA REGULLARCALLLAND N OTICE,,IF A QU ORUM BE PRESENT,,AND IF,,EITHER BEFORE OR AFTER THE M EETING,,EACH OF REGU AR CA L AND N OTICE IF A QU ORUM BE PRESENT AND IF EITHER BEFORE OR AFTER THE M EETING EACH OF THE DIRECTORS NOT PRESENT SIGNS A WRITTEN WAIVER OF NOTICE,,OR A CONSENT TO H OLLDNG SUCH M EETING,, THE DIRECTORS NOT PRESENT SIGNS A WRITTEN WAIVER OF NOTICE OR A CONSENT TO H O DI ING SUCH M EETING OR AN APPROVALLOF THE M INUTES THEREOF.. ALLLSUCH WAIVERS,,CONSENTS OR APPROVALLSSHALLLBE FILLED OR AN APPROVA OF THE M INUTES THEREOF A L SUCH WAIVERS CONSENTS OR APPROVA S SHA L BE FI ED WITH THE CORPORATE RECORDS OR M ADE A PART OF THE M INUTES OF THE M EETING.. WITH THE CORPORATE RECORDS OR M ADE A PART OF THE M INUTES OF THE M EETING SECTTON 7.. A MAJJORTTYOFFTTHEAUTTHORZZEDNUMBER OFFDIRECTTORSSHALLLBE NECESSARY TTO SEC I ION 7 A MA ORI I Y O HE AU HORI I ED NUMBER O DIREC ORS SHA L BE NECESSARY O CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS,,EXCEPT TO ADJJOURNAS HEREINAFTER PROVIDED.. CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS EXCEPT TO AD OURN AS HEREINAFTER PROVIDED EVERY ACTTOR DECISION DONE OR MADE BY A MAJJORTTYOFFTTHEDIRECTTORSPRESENTTATTA MEETTNG DULLYHELLD EVERY AC OR DECISION DONE OR MADE BY A MA ORI I Y O HE DIREC ORS PRESEN A A MEE I ING DU Y HE D AT WHICH A QUORUM IS PRESENT SHALLLBE REGARDED AS THE ACT OF THE BOARD OF DIR ECTORS,,UNLLESSA AT WHICH A QUORUM IS PRESENT SHA L BE REGARDED AS THE ACT OF THE BOARD OF DIR ECTORS UN ESS A GREATER NUM BER BE REQUIRED BY LLAW,OR BY THE ARTICLLESOF INCORPORATION.. ANY ACTION OF A M AJJORT Y,, GREATER NUM BER BE REQUIRED BY AW, OR BY THE ARTIC ES OF INCORPORATION ANY ACTION OF A M A ORI IT Y ALLTHOUGHNOT AT A REGULLARL YCALL LEDM EETING,,AND THE RECORD THEREOF,,IF ASSENTED TO IN WRITING BY A THOUGH NOT AT A REGU ARL Y CA LED M EETING AND THE RECORD THEREOF IF ASSENTED TO IN WRITING BY ALLLO F THE OTHER M EM BERS OF THE BOARD SHALLLBE AS VALLD AND EFFECTIVE IN ALLLRESPECTS AS IF PASSED A L O F THE OTHER M EM BERS OF THE BOARD SHA L BE AS VA I ID AND EFFECTIVE IN A L RESPECTS AS IF PASSED BY THE BOARD IN REGULLARM EETING.. BY THE BOARD IN REGU AR M EETING SECTTON 8.. A QUORUM OFFTTHEDIRECTTORSMAY ADJJOURNANY DIRECTTORSMEETTNG TTOMEETTAGAIN SEC I ION 8 A QUORUM O HE DIREC ORS MAY AD OURN ANY DIREC ORS MEE I ING O MEE AGAIN AT A STATED DAY AND HOUR;;PROVIDED,,HOWEVER,,THAT IN THE ABSENCE OF A QUORUM ,,A M AJJORTY OF THE AT A STATED DAY AND HOUR PROVIDED HOWEVER THAT IN THE ABSENCE OF A QUORUM A M A ORI ITY OF THE DIRECTORS PRESENT AT ANY DIRECTORS M EETING,,EITHER REGULLAROR SPECIALL,M AY ADJJOURNFR OM TIM E TO DIRECTORS PRESENT AT ANY DIRECTORS M EETING EITHER REGU AR OR SPECIA , M AY AD OURN FR OM TIM E TO TIM E UNTILLTHE TIM E FIXED FOR THE NEXT REGULLARM EETING OF THE BOARD.. TIM E UNTI THE TIM E FIXED FOR THE NEXT REGU AR M EETING OF THE BOARD ART IICLEV ART CLE V COMMITTTEESOFFDIRECTTORS COMMI TEES O DIREC ORS SECTTON 1.. THE BOARD O FFDIRECTTORSMAY,,B Y RESOLLUTON AD OPTTEDBY A MAJJORTTYOFFTTHE SEC I ION 1 THE BOARD O DIREC ORS MAY B Y RESO UTI ION AD OP ED BY A MA ORI I Y O HE WHOLLEBOARD,,DESIGNATE ONE OR M ORE COM M ITTEES OF THE BOARD OF DIRECTORS,,EACH COM M ITTEE TO E BOARD DESIGNATE ONE OR M ORE COM M ITTEES OF THE BOARD OF DIRECTORS EACH COM M ITTEE TO W HO CONSIST OF TWO OR M ORE OF THE DIRECTORS O F THE CORPORATION WHIC H,,TO THE EXTENT PROVIDED IN THE CONSIST OF TWO OR M ORE OF THE DIRECTORS O F THE CORPORATION WHIC H TO THE EXTENT PROVIDED IN THE RESOLLUTON,,SHALLLHAVE AND M AY EXERCISE THE POWER OF THE BOARD O F DIRECTORS IN THE M ANAGEM ENT OF RESO UTI ION SHA L HAVE AND M AY EXERCISE THE POWER OF THE BOARD O F DIRECTORS IN THE M ANAGEM ENT OF THE BUSINESS AND AFFAIRS OF THE CORPORATION AND M AY HAVE POWER TO AUTHORIZE THE SEALLOF THE THE BUSINESS AND AFFAIRS OF THE CORPORATION AND M AY HAVE POWER TO AUTHORIZE THE SEA OF THE CORPORATION TO BE AFFIXED TO ALLLPAPERS WHICH M AY REQU IRE IT.. SUCH COM M ITTEE OR COM M ITTEES SHALLL CORPORATION TO BE AFFIXED TO A L PAPERS WHICH M AY REQU IRE IT SUCH COM M ITTEE OR COM M ITTEES SHA L HAVE SUCH NAM E OR NAM ES AS M AY BE DETERM INED FROM TIM E TO TIM E BY THE BOARD OF DIRECTORS.. THE HAVE SUCH NAM E OR NAM ES AS M AY BE DETERM INED FROM TIM E TO TIM E BY THE BOARD OF DIRECTORS THE M EM BERS OF ANY SUCH COM M ITTEE PRESENT AT ANY M EETING AND NOT DISQUALLFIED FR OM VOTING M AY,, M EM BERS OF ANY SUCH COM M ITTEE PRESENT AT ANY M EETING AND NOT DISQUA I IFIED FR OM VOTING M AY WHETHER OR NOT THEY CONSTITUTE A QUORUM ,,UNANIM OUSLLYAPPOINT ANOTHER M EM BER OF THE BOARD OF WHETHER OR NOT THEY CONSTITUTE A QUORUM UNANIM OUS Y APPOINT ANOTHER M EM BER OF THE BOARD OF DIRECTTORSTTOACTTATTTTHEMEETTNG IN TTHEPLLACEOFFANY ABSENTTOR DISQUALLFFED MEMBER.. ATTMEETTNGS OFF DIREC ORS O AC A HE MEE I ING IN HE P ACE O ANY ABSEN OR DISQUA I I I IED MEMBER A MEE I INGS O SUCH COM M ITTEES,,A MAJJORTY O F THE M EM BERS OR ALLTERNATEM EM BERS SHALLLCONSTITUTE A QUORUM FOR SUCH COM M ITTEES A MA ORI ITY O F THE M EM BERS OR A TERNATE M EM BERS SHA L CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS,,AND THE ACT OF A M AJJORTY O F THE M EM BERS OR ALLTERNATEM EM BERS AT ANY THE TRANSACTION OF BUSINESS AND THE ACT OF A M A ORI ITY O F THE M EM BERS OR A TERNATE M EM BERS AT ANY M EETING AT WHICH THERE IS A QUORUM SHALLLBE THE ACT OF THE COM M ITTEE.. M EETING AT WHICH THERE IS A QUORUM SHA L BE THE ACT OF THE COM M ITTEE SECTTON 2.. THE COMMITTTEESSHALLLKEEP REGULLARMINUTTESOFFTTHER PROCEEDINGS AND REPORTT SEC I ION 2 THE COMMI TEES SHA L KEEP REGU AR MINU ES O HEI IR PROCEEDINGS AND REPOR THE SAM E TO THE BOARD OF DIRECTORS.. THE SAM E TO THE BOARD OF DIRECTORS SECTTON 3.. ANY ACTTON REQUIRED OR PERMITTTEDTTOBE TTAKENATTANY MEETTNG OFFTTHEBOARD O FF SEC I ION 3 ANY AC I ION REQUIRED OR PERMI TED O BE AKEN A ANY MEE I ING O HE BOARD O DIRECTTORSOR OFFANY C OMMITTTEETTHEREOFMAY BE TTAKENWITTHOUTA MEETTNG IFFA WRI TTTENCONSENTT ORS OR O ANY C OM M I TEE HEREOF M AY BE AKEN WI HOUT A M EE I ING I A WRI TEN CONSEN DIREC THERETO IS SIGNED BY ALLLM EM BERS OF THE BOARD OF DIRECTORS OR O F SUCH C OM M ITTEE,,AS THE CASE M AY THERETO IS SIGNED BY A L M EM BERS OF THE BOARD OF DIRECTORS OR O F SUCH C OM M ITTEE AS THE CASE M AY BE,,AND SUCH WRITTEN CONSENT IS FILLEDWITH THE M INUTES OF PROCEEDINGS OF THE B OARD OR COM M ITTEE.. BE AND SUCH WRITTEN CONSENT IS FI ED WITH THE M INUTES OF PROCEEDINGS OF THE B OARD OR COM M ITTEE ART IICLEVII ART CLE V

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COMPENSATTON OFFDIRECTTORS COMPENSA I ION O DIREC ORS SECTTON 1.. THE DIRECTTORSMAY BE PAID TTHER EXPENSES OFFATTTENDANCEATTEACH MEETTNG OFF SEC I ION 1 THE DIREC ORS MAY BE PAID HEI IR EXPENSES O A TENDANCE A EACH MEE I ING O THE BOARD OF DIRECTORS AND M AY BE PAID A FIXED SUM FOR ATTENDANCE AT EACH M EETING OF THE BOARD OF THE BOARD OF DIRECTORS AND M AY BE PAID A FIXED SUM FOR ATTENDANCE AT EACH M EETING OF THE BOARD OF DIRECTTORSOR A STTATEDSALLARYAS DIRECTTOR. NO SUCH PAYMENTTSHALLLPRECLLUDEA NY DIRECTTORFFROM DIREC ORS OR A S ATED SA ARY AS DIREC OR. NO SUCH PAYMEN SHA L PREC UDE A NY DIREC OR ROM SERVING THE CORPORATION IN ANY OTHER CAPACITY AND RECEIVING C OM PENSATION THEREFORE.. MEM BERS OF SERVING THE CORPORATION IN ANY OTHER CAPACITY AND RECEIVING C OM PENSATION THEREFORE MEM BERS OF SPECIALLOR STANDING COM M ITTEES M AY BE ALLLOWEDLLKE REIM BURSEM ENT AND COM PENSATION FOR ATTENDING SPECIA OR STANDING COM M ITTEES M AY BE A LOWED I IKE REIM BURSEM ENT AND COM PENSATION FOR ATTENDING COM M ITTEE M EETINGS.. COM M ITTEE M EETINGS ART ICLE VIII ART ICLE VI NOTTCES NO I ICES SECTTON 1.. NOTTCES TTODIRECTTORSAND STTOCKHOLDERSSHALLLBE IN WRITTNG AND DELLVERED SEC I ION 1 NO I ICES O DIREC ORS AND S OCKHOLDERS SHA L BE IN WRI I ING AND DE I IVERED PERSONALLLYOR M AILLEDTO THE DIRECTORS OR STOCKHOLLDERSAT THEIR ADDRESSES APPEARING ON THE BOOKS PERSONA LY OR M AI ED TO THE DIRECTORS OR STOCKHO DERS AT THEIR ADDRESSES APPEARING ON THE BOOKS OF THE CORPORATION.. NOTICE B Y M AILLSHALLLBE DEEM ED TO BE GIVEN AT THE TIM E WHEN THE SAM E SHALLLBE OF THE CORPORATION NOTICE B Y M AI SHA L BE DEEM ED TO BE GIVEN AT THE TIM E WHEN THE SAM E SHA L BE M AILLED. NOTICE TO DIRECTORS M AY ALLSOBE GIVEN BY TELLEGRAM . M AI ED. NOTICE TO DIRECTORS M AY A SO BE GIVEN BY TE EGRAM . SECTTON 2.. WHENEVER ALLLPARTTES ENTTTTLEDTTOVOTTEATTANY MEETTNG,,WHETTHEROFFDIRECTTORS SEC I ION 2 WHENEVER A L PAR I IES EN I I LED O VO E A ANY MEE I ING WHE HER O DIREC ORS OR STOCKHOLLDERS,CONSENT,,EITHER BY A WRITING ON THE RECORDS O F THE M EETING OR FI LLEDWITH THE DERS, CONSENT EITHER BY A WRITING ON THE RECORDS O F THE M EETING OR FI ED WITH THE OR STOCKHO SECRETARY,,OR BY PRESENCE AT SUCH M EETING AND ORALLCONSENT ENTERED ON THE MINUTES,,OR BY TAKING SECRETARY OR BY PRESENCE AT SUCH M EETING AND ORA CONSENT ENTERED ON THE MINUTES OR BY TAKING PART IN THE DELLBERATIONS AT SUCH MEETING WITHOUT OBJJECTON,,THE DOINGS OF SUC H M EETING SHALLLBE AS PART IN THE DE I IBERATIONS AT SUCH MEETING WITHOUT OB ECTI ION THE DOINGS OF SUC H M EETING SHA L BE AS VALLD AS IF HAD AT A M EETING REGULLARL YCALL LEDAND NOTICED,,AND AT SUCH M EETING ANY BUSINESS M AY BE VA I ID AS IF HAD AT A M EETING REGU ARL Y CA LED AND NOTICED AND AT SUCH M EETING ANY BUSINESS M AY BE TRANSACTED WHICH IS NOT EXCEPTED FROM THE WRITTEN CONSENT OR TO THE CONSIDERATION OF WHICH NO TRANSACTED WHICH IS NOT EXCEPTED FROM THE WRITTEN CONSENT OR TO THE CONSIDERATION OF WHICH NO OBJJECTON FOR WANT O F NOTICE IS M ADE AT THE TIM E,,AND IF ANY M EETING BE IRREGULLA RFOR WANT O F NOTICE OB ECTI ION FOR WANT O F NOTICE IS M ADE AT THE TIM E AND IF ANY M EETING BE IRREGU A R FOR WANT O F NOTICE OR OF SUCH CONSENT,,PROVIDED A QUORUM WAS PRESENT AT SUCH M EETING,,THE PROCEEDINGS OF SAID OR OF SUCH CONSENT PROVIDED A QUORUM WAS PRESENT AT SUCH M EETING THE PROCEEDINGS OF SAID M EETING M AY BE RATIFIED AND APPROVED AND RENDERED LLKEWISE VALLD AND THE IRREGULLARTY OR DEFECT M EETING M AY BE RATIFIED AND APPROVED AND RENDERED I IKEWISE VA I ID AND THE IRREGU ARI ITY OR DEFECT THEREIN WAIVED BY A WRITING SIGNED B Y ALLLPARTIES HAVING THE RIGHT TO VOTE AT SUCH M EETING;;AND SUCH THEREIN WAIVED BY A WRITING SIGNED B Y A L PARTIES HAVING THE RIGHT TO VOTE AT SUCH M EETING AND SUCH CONSENT OR APPROVALLOF STOCKHO LLDERSM AY BE BY PR OXY OR ATTORNEY,,BUT ALLLSU CH PROXIES AND CONSENT OR APPROVA OF STOCKHO DERS M AY BE BY PR OXY OR ATTORNEY BUT A L SU CH PROXIES AND POWERS OF ATTORNEY M UST BE IN WRITING.. POWERS OF ATTORNEY M UST BE IN WRITING SECTTON 3.. WHENEVER ANY NOTTCE WHATTEVERIS REQUIRED TTOBE GIVEN UNDER TTHEPROVISIONS SEC I ION 3 WHENEVER ANY NO I ICE WHA EVER IS REQUIRED O BE GIVEN UNDER HE PROVISIONS OF THE STATUTES,,OF THE ARTICLLESOF INCORPORATION OR O F THESE BYLLAWS,A WAIVER THEREOF IN WRITING,, OF THE STATUTES OF THE ARTIC ES OF INCORPORATION OR O F THESE BY AWS, A WAIVER THEREOF IN WRITING SIGNED BY THE PERSON OR PERSONS ENTITLLEDTO SAID NOTICE,,WHETHER BEFORE OR A FTER THE TIM E STATED SIGNED BY THE PERSON OR PERSONS ENTIT ED TO SAID NOTICE WHETHER BEFORE OR A FTER THE TIM E STATED THEREIN,,SHALLLBE DEEM ED EQUIVALLENTTHERETO.. THEREIN SHA L BE DEEM ED EQUIVA ENT THERETO ART ICLE VIIII ART ICLE VII OFFFCERS O FI ICERS SECTTON 1.. THE O FFFCER O FFTTHECORPORATTON SHALLLBE CHOSEN BY TTHEBOARD O FFDIRECTTORS SEC I ION 1 THE O FI ICER O HE CORPORA I ION SHA L BE CHOSEN BY HE BOARD O DIREC ORS AND SHALLLBE A PRESIDENT,,A SECRETARY AND A TREASURER.. ANY PERSON M AY H OLLDTWO OR M ORE OFFICES.. L BE A PRESIDENT A SECRETARY AND A TREASURER ANY PERSON M AY H O D TWO OR M ORE OFFICES A ND S H A SECTTON 2.. THE BOARD O FFDIRECTTORSATTITTSFFRSTTMEETTNG AFFTEREACH ANNUALLMEETTNG OFF SEC I ION 2 THE BOARD O DIREC ORS A I S I IRS MEE I ING A TER EACH ANNUA MEE I ING O STOCKHOLLDERSSHALLLCHOOSE A CHAIRM AN O F THE BOARD WHO SHALLLBE A DIRECTOR,,AND SHALLLCHOOSE A DERS SHA L CHOOSE A CHAIRM AN O F THE BOARD WHO SHA L BE A DIRECTOR AND SHA L CHOOSE A STOCKHO PRESIDENTT,A SECRETTARYAND A TREASURER,,NONE OFFWH OM NEED BE DIRECTTORS. PRESIDEN , A SECRE ARY AND A TREASURER NONE O WH OM NEED BE DIREC ORS. SECTTON 3.. THE BOARD O FFDIRECTTORSMAY APPOINTTA VICE--CHARMAN OFFTTHEBOARD,, SEC I ION 3 THE BOARD O DIREC ORS MAY APPOIN A VICE CHAI IRMAN O HE BOARD VICE--PRESDENTTSAND ONE OR MORE ASSISTTANTSECRETTARES AND ASSISTTANTTREASURERS AND SUCH OTTHER VICE PRESI IDEN S AND ONE OR MORE ASSIS ANT SECRE ARI IES AND ASSIS ANT TREASURERS AND SUCH O HER
OFFICERS AND AGENTS AS IT SHALLLDEEM NECESSARY WHO SHALLLHO LLDTHEIR O FFICES FOR SUCH TERM S AND OFFICERS AND AGENTS AS IT SHA L DEEM NECESSARY WHO SHA L HO D THEIR O FFICES FOR SUCH TERM S AND SHALLLEXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS SHALLLBE DETERM INED FROM TIM E TO TIME BY SHA L EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS SHA L BE DETERM INED FROM TIM E TO TIME BY THE BOARD OF DIRECTORS.. THE BOARD OF DIRECTORS

SECTTON 4.. THE SALLARES AND COMPENSATTON OFFA LLLO FFFCERS OFFTTHECORPORATTON SHALLLBE SEC I ION 4 THE SA ARI IES AND COMPENSA I ION O A L O FI ICERS O HE CORPORA I ION SHA L BE FIXED BY THE BOARD O F DIRECTORS.. FIXED BY THE BOARD O F DIRECTORS SECTTON 5.. SEC I ION 5 THE O FFFCERS OFFTTHECORPORATTON SHALLLH OLLDOFFFCE ATTTTHEPLLEASUREOFFTTHE THE O FI ICERS O HE CORPORA I ION SHA L H O D O FI ICE A HE P EASURE O HE

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BOARD OFFDIRECTTORS. ANY OFFFCER ELLECTEDOR APPOINTTEDBY TTHEBOARD OFFDIREC TTORSMAY BE REMOVED BOARD O DIREC ORS. ANY O FI ICER E ECTED OR APPOIN ED BY HE BOARD O DIREC ORS MAY BE REMOVED AT ANY TIM E BY THE BOARD OF DIRECTORS.. ANY VACANC Y OCCURR ING IN ANY OFFICE O F THE CORPORATION B Y AT ANY TIM E BY THE BOARD OF DIRECTORS ANY VACANC Y OCCURR ING IN ANY OFFICE O F THE CORPORATION B Y DEATH,,RESIGNATION,,REM OVALLOR OTHERWISE SHALLLBE FI LLLEDB Y THE BOARD OF DIRE CTORS.. DEATH RESIGNATION REM OVA OR OTHERWISE SHA L BE FI LED B Y THE BOARD OF DIRE CTORS SECTTON 6.. THE CHAIRMAN O FFTTHEBOARD SHALLLPRESIDE ATTMEETTNGS OFFTTHESTTOCKHOLDERS SEC I ION 6 THE CHAIRMAN O HE BOARD SHA L PRESIDE A MEE I INGS O HE S OCKHOLDERS AND THE BOARD OF DIRECTORS,,AND SHALLLSEE THAT ALLLORDERS AND RESOLLUTONS OF THE BOARD OF AND THE BOARD OF DIRECTORS AND SHA L SEE THAT A L ORDERS AND RESO UTI IONS OF THE BOARD OF DIRECTTORSARE CARRIED INTTOEFFFECT. DIREC ORS ARE CARRIED IN O E FECT. SECTTON 7.. THE VICE--CHARMAN SHALLL,IN TTHEABSENCE OR DISABILLTTYOFFTTHECHAIRMAN OFFTTHE SEC I ION 7 THE VICE CHAI IRMAN SHA L, IN HE ABSENCE OR DISABI I I Y O HE CHAIRMAN O HE BOARD,,PERFFORMTTHEDUTTES AND EXERCISE TTHEPOWERS OFFTTHECHAIRMAN OFFTTHEBOARD AND SHALLL ORM HE DU I IES AND EXERCISE HE POWERS O HE CHAIRM AN O HE BOARD AND SHA L BOARD PER PERFORM SUCH OTHER DUTIES AS THE BOARD OF DIRECTORS M AY FR OM TIM E TO TIM E PRESCRIBE.. PERFORM SUCH OTHER DUTIES AS THE BOARD OF DIRECTORS M AY FR OM TIM E TO TIM E PRESCRIBE SECTTON 8.. THE PRESIDENTTSHALLLBE TTHECHIEFFEXECUTTVE OFFFCER O FFTTHECORPORATTON AND SEC I ION 8 THE PRESIDEN SHA L BE HE CHIE EXECU I IVE O FI ICER O HE CORPORA I ION AND SHALLLHAVE ACTIVE M ANAGEM ENT OF THE BUSINESS OF THE CORPORATION.. HE SHALLLE XECUTE ON BEHALLFOF L HAVE ACTIVE M ANAGEM ENT OF THE BUSINESS OF THE CORPORATION HE SHA L E XECUTE ON BEHA F OF S HA
THE CORPORATION ALLLINSTRUM ENTS REQUIRING SUCH EXECUTION EXCEPT TO THE EXTENT THE SIGNING AND THE CORPORATION A L INSTRUM ENTS REQUIRING SUCH EXECUTION EXCEPT TO THE EXTENT THE SIGNING AND EXECUTION THEREOF SHALLLBE EXPRESSLLYDESIGNATED BY THE BOARD O F DIRECTORS TO SOM E OTHER OFFICER EXECUTION THEREOF SHA L BE EXPRESS Y DESIGNATED BY THE BOARD O F DIRECTORS TO SOM E OTHER OFFICER OR AGENT OF THE CORPORATION.. OR AGENT OF THE CORPORATION

SECTTON 9.. THE VICE--PRESDENTTSHALLLACTTUNDER TTHEDIRECTTON OFFTTHEPRESIDENTTAND IN TTHE SEC I ION 9 THE VICE PRESI IDEN SHA L AC UNDER HE DIREC I ION O HE PRESIDEN AND IN HE ABSENCE OR DISABILLTY O F THE PRESIDENT SHALLLPERFORM THE DUTIES AND EXERCISE THE POWERS OF THE I ITY O F THE PRESIDENT SHA L PERFORM THE DUTIES AND EXERCISE THE POWERS OF THE ABSENCE OR DISABI PRESIDENTT. THEY SHALLLPERFFORMSUCH OTTHERDUTTES AND HAVE SUCH OTTHERPOWERS AS TTHEPRESIDENTTOR PRESIDEN . THEY SHA L PER ORM SUCH O HER DU I IES AND HAVE SUCH O HER POWERS AS HE PRESIDEN OR THE BOARD OF DIRECTORS M AY FROM TIM E TO TIM E PRESCRIBE.. THE BOARD OF D IRECTORS M AY DESIGNATE THE BOARD OF DIRECTORS M AY FROM TIM E TO TIM E PRESCRIBE THE BOARD OF D IRECTORS M AY DESIGNATE ONE OR M ORE EXECUTIVE VICE--PRESDENTS OR M AY OTHERWISE SPECIFY THE ORDER O F SENIORITY O F THE ONE OR M ORE EXECUTIVE VICE PRESI IDENTS OR M AY OTHERWISE SPECIFY THE ORDER O F SENIORITY O F THE VICE--PRESDENTTS. THE DUTTES AND POWERS OFFTTHEPRESIDENTTSHALLLDESCEND TTOTTHEVICE--PRESDENTTSIN VICE PRESI IDEN S. THE DU I IES AND POWERS O HE PRESIDEN SHA L DESCEND O HE VICE PRESI IDEN S IN SUCH SPECIFIED ORDER O F SENIORIT Y.. SUCH SPECIFIED ORDER O F SENIORIT Y SECTTON 10.. THE SECRETTARYSHALLLACTTUNDER TTHEDIRECTTON O FFTTHEPRESIDENTT. SUBJJECTTTO SEC I ION 10 THE SECRE ARY SHA L AC UNDER HE DIREC I ION O HE PRESIDEN . SUB ECT O THE DIRECTION OF THE PRESIDENT HE SHALLLATTEND ALLLM EETINGS OF THE BOARD OF DI RECTORS AND ALLL THE DIRECTION OF THE PRESIDENT HE SHA L ATTEND A L M EETINGS OF THE BOARD OF DI RECTORS AND A L M EETINGS OF THE STOCKHOLLDERSAND RECORD THE PROCEEDINGS.. HE SHALLLPERFOR M LLKE DUTIES FOR THE M EETINGS OF THE STOCKHO DERS AND RECORD THE PROCEEDINGS HE SHA L PERFOR M I IKE DUTIES FOR THE STANDING COM M ITTEES WHEN REQUIRED.. HE SHALLLGIVE,,OR CAUSE TO BE GIVEN,,NOTICE OF ALL LM EETINGS OF STANDING COM M ITTEES WHEN REQUIRED HE SHA L GIVE OR CAUSE TO BE GIVEN NOTICE OF A L M EETINGS OF THE STOCKHOLLDERSAND SPECIALLM EETINGS OF THE BOARD OF DIRECTORS,,AND SHALLLP ERFORM SUCH OTHER THE STOCKHO DERS AND SPECIA M EETINGS OF THE BOARD OF DIRECTORS AND SHA L P ERFORM SUCH OTHER DUTIES AS M AY BE PRESCRIBED BY THE PRESIDENT OR THE BOARD OF DIRECTORS.. DUTIES AS M AY BE PRESCRIBED BY THE PRESIDENT OR THE BOARD OF DIRECTORS SECTTON 11.. THE ASSISTTANTSECRETTARES SHALLLACTTUNDER TTHEDIRECTTON OFFTTHEPRESIDENTT. SEC I ION 11 THE ASSIS ANT SECRE ARI IES SHA L AC UNDER HE DIREC I ION O HE PRESIDEN . IN ORDER OFFTTHER SENIOR ITTY,UNLLESSOTTHERWSE DETTERMNED BY TTHEPRESIDENTTOR TTHEBOARD OFF HEI IR SENIOR I Y, UN ESS O HERWI ISE DE ERM I INED BY HE PRESIDEN OR HE BOARD O IN ORDER O DIRECTTORS,TTHEYSHALLL,IN TTHEABSENCE OR DISABILLTTYOFFTTHESECRETTARY,PERFFORMTTHEDUTTES AND DIREC ORS, HEY SHA L, IN HE ABSENCE OR DISABI I I Y O HE SECRE ARY, PER ORM HE DU I IES AND EXERCISE THE POWERS OF THE SECRETARY.. THE Y SHALLLPERFORM SUCH OTHER DUTIE S AND HAVE SUCH EXERCISE THE POWERS OF THE SECRETARY THE Y SHA L PERFORM SUCH OTHER DUTIE S AND HAVE SUCH OTHER POWERS AS THE PRESIDENT OR THE BOARD OF DIRECTORS M AY FR OM TIM E TO TIM E PRESCRIBE.. OTHER POWERS AS THE PRESIDENT OR THE BOARD OF DIRECTORS M AY FR OM TIM E TO TIM E PRESCRIBE SECTTON 12.. THE TREASURER SHALLLACTTUNDER TTHEDIRECTTON O FFTTHEPRESIDENTT. SUBJJECTTTO SEC I ION 12 THE TREASURER SHA L AC UNDER HE DIREC I ION O HE PRESIDEN . SUB ECT O THE DIRECTION OF THE PRESIDENT HE SHALLLHAVE CUSTODY O F THE CORPORATE FUNDS AND SECURITIES AND THE DIRECTION OF THE PRESIDENT HE SHA L HAVE CUSTODY O F THE CORPORATE FUNDS AND SECURITIES AND SHALLLKEEP FULLLAND ACCURATE ACCOUNTS OF RECEIPTS AND DISBURSEM ENTS IN BOOKS BELLONGNG TO THE SHA L KEEP FU L AND ACCURATE ACCOUNTS OF RECEIPTS AND DISBURSEM ENTS IN BOOKS BE ONGI ING TO THE CORPORATION AND SHALLLDEPOSIT ALLLM ONIES AND OTHER VALLUABLEEFFECTS IN THE NA M E AND TO THE CREDIT CORPORATION AND SHA L DEPOSIT A L M ONIES AND OTHER VA UABLE EFFECTS IN THE NA M E AND TO THE CREDIT OF THE CORPORATION IN SUCH DEPOSITORIES AS M AY BE DESIGNATED BY THE BOARD OF DIRECTORS.. HE SHALLL OF THE CORPORATION IN SUCH DEPOSITORIES AS M AY BE DESIGNATED BY THE BOARD OF DIRECTORS HE SHA L DISBURSE THE FUNDS OF THE CORPORATION AS M AY BE ORDERED BY THE PRESIDENT OR THE BOARD OF DISBURSE THE FUNDS OF THE CORPORATION AS M AY BE ORDERED BY THE PRESIDENT OR THE BOARD OF DIRECTTORS,TTAKNG PROPER VOUCHERS FFORSUCH DISBURSEMENTTS,AND SHALLLRENDER TTOTTHEPRESIDENTTAND DIREC ORS, AKI ING PROPER VOUCHERS OR SUCH DISBURSEMEN S, AND SHA L RENDER O HE PRESIDEN AND THE BOARD OF DIRECTORS,,AT ITS REGULLARM EETINGS,,OR WHEN THE BOARD OF DIRECTORS SO REQUIRES,,AN THE BOARD OF DIRECTORS AT ITS REGU AR M EETINGS OR WHEN THE BOARD OF DIRECTORS SO REQUIRES AN ACCOUNT OF ALL LHIS TRANSACTIONS AS TREASURER AND O F THE FINANCIALLCONDITION O F THE CORPORATION.. ACCOUNT OF A L HIS TRANSACTIONS AS TREASURER AND O F THE FINANCIA CONDITION O F THE CORPORATION SECTTON 13.. IFFREQUIRED B Y TTHEBOARD OFFDIRECTTORS,HE SHALLLGIVE TTHECORPORATTON A BOND SEC I ION 13 I REQUIRED B Y HE BOARD O DIREC ORS, HE SHA L GIVE HE CORPORA I ION A BOND IN SUCH SUM AND WITH SUCH SURETY OR SURETIES AS SHALLLBE SATISFACTORY TO THE BOARD OF D IRECTORS IN SUCH SUM AND WITH SUCH SURETY OR SURETIES AS SHA L BE SATISFACTORY TO THE BOARD OF D IRECTORS FOR THE FAITHFU LLPERFORM ANCE OF THE DUTIES OF H IS OFFICE AND FOR THE RESTORATION TO THE FOR THE FAITHFU PERFORM ANCE OF THE DUTIES OF H IS OFFICE AND FOR THE RESTORATION TO THE CORPORATION,,IN CASE OF H IS DEATH,,RESIGNATION,,RETIREM ENT OR REM OVALLFROM OFFICE,,OF ALLLBO OKS,, CORPORATION IN CASE OF H IS DEATH RESIGNATION RETIREM ENT OR REM OVA FROM OFFICE OF A L BO OKS PAPERS,,VOUCHERS,,M ONEY AND OTHER PROPERTY O F WHATEVER KIND IN HIS POSSESSION OR UNDER HIS PAPERS VOUCHERS M ONEY AND OTHER PROPERTY O F WHATEVER KIND IN HIS POSSESSION OR UNDER HIS CONTROLLBELLONGNG TO THE CORPORATION.. CONTRO BE ONG I ING TO THE CORPORATION SECTTON 14.. THE ASSISTTANTTREASURER IN TTHEORDER OFFTTHER SENIOR ITTY,UNLLESSOTTHERWSE SEC I ION 14 THE ASSIS ANT TREASURER IN HE ORDER O HEI IR SENIOR I Y, UN ESS O HERWI ISE DETERM INED BY THE PRESIDENT OR THE BOARD OF DIRECTORS,,SHALLL,IN THE ABSENCE OR DISABILLTY OF THE DETERM INED BY THE PRESIDENT OR THE BOARD OF DIRECTORS SHA L, IN THE ABSENCE OR DISABI I ITY OF THE

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TREASURER,,PERFFORMTTHEDUTTES AND EXERCISE TTHEPOWERS OFFTTHETREASURER.. THEY SHALLLPER FFORM TREASURER PER ORM HE DU I IES AND EXERCISE HE POWERS O HE TREASURER THEY SHA L PER ORM SUCH OTHER DUTIES AND HAVE SUCH OTHER POWERS AS THE PRESIDENT OR THE BOARD OF DIRECTORS M AY SUCH OTHER DUTIES AND HAVE SUCH OTHER POWERS AS THE PRESIDENT OR THE BOARD OF DIRECTORS M AY FROM TIM E TO TIM E PRESCRIBE.. FROM TIM E TO TIM E PRESCRIBE ART ICLE IX ART ICLE IX CERTTFFCATTESOFFSTTOCK CER I I I ICA ES O S OCK SECTTON 1.. EVERY STTOCKHOLDERSHALLLBE ENTTTTLEDTTOHAVE A CERTTFFCATTESIGNED BY TTHE SEC I ION 1 EVERY S OCKHOLDER SHA L BE EN I I LED O HAVE A CER I I I ICA E SIGNED BY HE PRESIDENTTOR A VICE--PRESDENTTAND TTHETREASURER OR AN ASSISTTANTTREASURER,,OR TTHESECRETTARYOR PRESI IDEN AND HE TREASURER OR AN ASSIS ANT TREASURER OR HE SECRE ARY OR PRESIDEN OR A VICE AN ASSISTANT SECRETARY OF THE CORPORATION,,CERTIFYIN G THE NUM BER OF SHARES OWNED BY HIM IN THE AN ASSISTANT SECRETARY OF THE CORPORATION CERTIFYIN G THE NUM BER OF SHARES OWNED BY HIM IN THE CORPORATION.. IF THE CORPORATION SHALLLBE AUTHORIZED TO ISSUE M ORE THAN ONE CLLASSOF STOCK OR CORPORATION IF THE CORPORATION SHA L BE AUTHORIZED TO ISSUE M ORE THAN ONE C ASS OF STOCK OR M ORE THAN ONE SERIES OF ANY C LLASS,THE DESIGNATIONS,,PREFERENCES AND RELLATVE,,PARTICIPATING,, M ORE THAN ONE SERIES OF ANY C ASS, THE DESIGNATIONS PREFERENCES AND RE ATI IVE PARTICIPATING
OPTIONALLOR OTHER SPECIALLRI GHTS OF THE VARIOUS CLLASSESOF STOCK OR SERIES THEREOF AND THE OPTIONA OR OTHER SPECIA RI GHTS OF THE VARIOUS C ASSES OF STOCK OR SERIES THEREOF AND THE QUALLFICATIONS,,LLM ITATIONS OR RESTRICTIONS OF SUCH RI GHTS,,SHALLLBE SET FORTH I N FULL LOR SUM M ARIZED QUA I IFICATIONS I IM ITATIONS OR RESTRICTIONS OF SUCH RI GHTS SHA L BE SET FORTH I N FU L OR SUM M ARIZED ON THE FACE OR BACK O F THE CERTIFICATE WHICH THE CORPORATION SHALLLISSUE TO REPRESENT SUCH STOCK.. ON THE FACE OR BACK O F THE CERTIFICATE WHICH THE CORPORATION SHA L ISSUE TO REPRESENT SUCH STOCK

SECTTON 2.. IFFA CERTTFFCATTEIS SIGNED ((A)B Y A TTRANSFERAGENTTOTTHERTTHANTTHECORPORATTON SEC I ION 2 I A CER I I I ICA E IS SIGNED A) B Y A RANSFER AGEN O HER HAN HE CORPORA I ION OR ITS EM PLLOYEESOR ((B)B Y A REG ISTRAR OTHER THAN THE CORPORATION OR ITS EM PLLOYEES,THE SIGNATURES OYEES OR B) B Y A REG ISTRAR OTHER THAN THE CORPORATION OR ITS EM P OYEES, THE SIGNATURES OR ITS EM P OF THE O FFICERS O F THE CORPORATION M A Y BE FACSIM ILLES. IN CASE ANY O FFICER WH O HAS SIGNED OR WHOSE OF THE O FFICERS O F THE CORPORATION M A Y BE FACSIM I ES. IN CASE ANY O FFICER WH O HAS SIGNED OR WHOSE FACSIM ILLESIGNATURE HAS BEEN PLLACEDUPON A CERTIFICATE SHALLLCEASE TO BE SUCH OFFICER BEFORE SUCH FACSIM I E SIGNATURE HAS BEEN P ACED UPON A CERTIFICATE SHA L CEASE TO BE SUCH OFFICER BEFORE SUCH CERTIFICATE IS ISSUED,,SUCH CERTIFICATE M AY BE ISSUED WITH THE SAM E EFFECT AS THOUGH THE PERSON HAD CERTIFICATE IS ISSUED SUCH CERTIFICATE M AY BE ISSUED WITH THE SAM E EFFECT AS THOUGH THE PERSON HAD NOT CEASED TO BE SUCH OFFICER.. THE SEALLO F THE CORPORATION,,OR A FACSIM ILLETH EREOF,,M AY,,BUT NEED NOT CEASED TO BE SUCH OFFICER THE SEA O F THE CORPORATION OR A FACSIM I E TH EREOF M AY BUT NEED NOT BE,,AFFIXED TO CERTIFICATES OF STOCK.. NOT BE AFFIXED TO CERTIFICATES OF STOCK SECTTON 3.. THE BOARD O FFDIRECTTORSMAY D IRECTTA NEW CERTTFFCATTEOR CERTTFFCATTESTTOBE SEC I ION 3 THE BOARD O DIREC ORS MAY D IREC A NEW CER I I I ICA E OR CER I I I ICA ES O BE ISSUED IN PLLACEOF AN Y CERTIFICATE OR CERTIFICATES THERETOFORE ISSUED BY THE C ORPORATION ALLLEGED ACE OF AN Y CERTIFICATE OR CERTIFICATES THERETOFORE ISSUED BY THE C ORPORATION A LEGED ISSUED IN P TO HAVE BEEN LLOSTOR DESTROYED UPON THE M AKING OF AN A FFIDAVIT OF THAT FACT BY THE PERSON CLLAM ING TO HAVE BEEN OST OR DESTROYED UPON THE M AKING OF AN A FFIDAVIT OF THAT FACT BY THE PERSON C AI IM ING THE CERTIFICATE OF STOCK TO BE LLOSTOR DESTROYED.. W HEN AUTHORIZING SUCH ISSUE OF A NEW THE CERTIFICATE OF STOCK TO BE OST OR DESTROYED W HEN AUTHORIZING SUCH ISSUE OF A NEW CERTIFICATE OR CERTIFICATES,,THE BOARD OF DIRECTORS M AY,,IN ITS DISCRETION AND AS A CONDITION CERTIFICATE OR CERTIFICATES THE BOARD OF DIRECTORS M AY IN ITS DISCRETION AND AS A CONDITION PRECEDENT TO THE ISSUANCE THEREOF,,REQUIRE THE OWNER OF SUCH LLOSTOR DESTROYED CERTIFICATE OR PRECEDENT TO THE ISSUANCE THEREOF REQUIRE THE OWNER OF SUCH OST OR DESTROYED CERTIFICATE OR CERTIFICATES,,OR HIS LLEGALREPRESENTATIVE,,TO ADVERTISE THE SAM E IN SUCH M ANNER AS IT SHALLLREQUIRE CERTIFICATES OR HIS EGAL REPRESENTATIVE TO ADVERTISE THE SAM E IN SUCH M ANNER AS IT SHA L REQUIRE AND/OR GIVE THE CORPORATION A BOND IN SUCH SUM AS IT M AY DIRECT AS INDEM NITY AG AINST ANY CLLAM THAT AND/OR GIVE THE CORPORATION A BOND IN SUCH SUM AS IT M AY DIRECT AS INDEM NITY AG AINST ANY C AI IM THAT M AY BE M ADE AGAINST THE CORPORATION WITH RESPECT TO THE CERTIFICATE ALLLEGEDTO HAVE BEEN LLOSTOR M AY BE M ADE AGAINST THE CORPORATION WITH RESPECT TO THE CERTIFICATE A LEGED TO HAVE BEEN OST OR DESTROYED.. DESTROYED SECTTON 4.. UPON SURRENDER TTOTTHECORPORATTON OR TTHETTRANSFERAGENTTOFFTTHE SEC I ION 4 UPON SURRENDER O HE CORPORA I ION OR HE RANSFER AGEN O HE CORPORATION OF A CERTIFICATE FOR SHARE DULL YENDORSED OR ACCOM PANIED B Y PRO PER EVIDENCE OF CORPORATION OF A CERTIFICATE FOR SHARE DU Y ENDORSED OR ACCOM PANIED B Y PRO PER EVIDENCE OF SUCCESSION,,ASSIGNM ENT OR AUTHORITY TO TRANSFER,,IT SHALLLBE THE DUTY OF THE C ORPORATION,,IF IT IS SUCCESSION ASSIGNM ENT OR AUTHORITY TO TRANSFER IT SHA L BE THE DUTY OF THE C ORPORATION IF IT IS SATISFIED THAT ALLLPROVISIONS OF THE LLAWSAND REGU LLATONS APPLLCABLLETO THE CO RPORATION REGARDING SATISFIED THAT A L PROVISIONS OF THE AWS AND REGU ATI IONS APP I ICAB E TO THE CO RPORATION REGARDING TRANSFER AND OWNERSHIP OF SHARES HAVE BEEN COM PLLED WITH,,TO ISSUE A NEW CERTIFICATE TO THE TRANSFER AND OWNERSHIP OF SHARES HAVE BEEN COM P I IED WITH TO ISSUE A NEW CERTIFICATE TO THE PERSON ENTITLLEDTHERETO,,CANCELLTHE OLLDCERTIFICATE AND RECORD THE TRANSACTION UPON ITS BOOKS.. PERSON ENTIT ED THERETO CANCE THE O D CERTIFICATE AND RECORD THE TRANSACTION UPON ITS BOOKS SECTTON 5.. THE BOARD O FFDIRECTTORSMAY FFX IN ADVANCE A DATTENOTTEXCEEDING SIXTTY((60) SEC I ION 5 THE BOARD O DIREC ORS MAY I IX IN ADVANCE A DA E NO EXCEEDING SIX Y 60) DAYS NOR LLESSTHAN TEN ((10)DAYS PRECEDING THE DATE OF ANY M EETING OF STOCKHO LLDERS,OR THE DATE ESS THAN TEN 10) DAYS PRECEDING THE DATE OF ANY M EETING OF STOCKHO DERS, OR THE DATE DAYS NOR FOR THE PAYM ENT OF AN Y DIVIDEND,,OR THE DATE FOR THE ALLLOTM ENTOF RI GHTS,,OR THE DATE WHEN ANY FOR THE PAYM ENT OF AN Y DIVIDEND OR THE DATE FOR THE A LOTM ENT OF RI GHTS OR THE DATE WHEN ANY CHANGE OR CONVERSION OR EXCHANGE O F CAPITALLSTOCK SHALLLGO INTO EFFECT,,OR A DATE IN CONNECTION CHANGE OR CONVERSION OR EXCHANGE O F CAPITA STOCK SHA L GO INTO EFFECT OR A DATE IN CONNECTION WITH OBTAINING THE CONSENT OF STOCKHOLLDERSFOR AN Y PURPOSE,,AS A RECORD DATE FOR THE WITH OBTAINING THE CONSENT OF STOCKHO DERS FOR AN Y PURPOSE AS A RECORD DATE FOR THE DETERM INATION OF THE STOCKHOLLDERSENTITLLEDTO NOTICE OF AND TO VOTE AT ANY SU CH M EETING,,AND ANY DETERM INATION OF THE STOCKHO DERS ENTIT ED TO NOTICE OF AND TO VOTE AT ANY SU CH M EETING AND ANY ADJJOURNM ENTTHEREOF,,OR ENTITLLEDTO RECEIVE PAYM ENT OF ANY SUCH DIVIDEND,,OR TO GIVE SUCH AD OURNM ENT THEREOF OR ENTIT ED TO RECEIVE PAYM ENT OF ANY SUCH DIVIDEND OR TO GIVE SUCH CONSENT,,AND IN SUCH CASE,,SUCH STOCKHOLLDERS,AND ONLLYSUCH STOCKHO LLDERSAS SHALLLBE CONSENT AND IN SUCH CASE SUCH STOCKHO DERS, AND ON Y SUCH STOCKHO DERS AS SHA L BE STOCKHOLLDERSOF RECORD ON THE DATE SO FIXED,,SHALLLBE ENTITLLEDTO NOTICE O F A ND TO VOTE AT SUCH STOCKHO DERS OF RECORD ON THE DATE SO FIXED SHA L BE ENTIT ED TO NOTICE O F A ND TO VOTE AT SUCH M EETING,,OR ANY ADJJOURNM ENTTHEREOF,,OR TO RECEIVE PAYM ENT OF SUCH DIVIDEND,,OR TO RECEIVE SUCH M EETING OR ANY AD OURNM ENT THEREOF OR TO RECEIVE PAYM ENT OF SUCH DIVIDEND OR TO RECEIVE SUCH ALLLOTM ENTOF RIGHTS,,OR TO EXERCISE SUCH RIGHTS,,OR TO GIVE SUCH C ONSENT,,AS THE CASE M AY BE,, A LOTM ENT OF RIGHTS OR TO EXERCISE SUCH RIGHTS OR TO GIVE SUCH C ONSENT AS THE CASE M AY BE NOTWITHSTANDING ANY TRANSFER OF AN Y STOCK ON THE BOOKS OF THE CORPO RATION AFTER ANY SUCH NOTWITHSTANDING ANY TRANSFER OF AN Y STOCK ON THE BOOKS OF THE CORPO RATION AFTER ANY SUCH RECORD DATE FIXED AS AFORESAID.. RECORD DATE FIXED AS AFORESAID

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SECTTON 6.. THE CORPO RATTON SHALLLBE ENTTTTLEDTTORECOGNI ZZETTHEPERSON REGISTTEREDON SEC I ION 6 THE CORPO RA I ION SHA L BE EN I I LED O RECOGNI E HE PERSON REGIS ERED ON ITS BOOKS AS THE OWNER OF SHARES TO BE THE EXCLLUSVE OWNER FOR ALL LPURPOSES I NCLLUDNG VOTING AND ITS BOOKS AS THE OWNER OF SHARES TO BE THE EXC USI IVE OWNER FOR A L PURPOSES I NC UDI ING VOTING AND DIVIDENDS,,AND THE CORPORATION SHALLLNOT BE BOUND TO RECO GNIZE AN Y EQU ITABLLEOR OTHER CLLAM TO OR DIVIDENDS AND THE CORPORATION SHA L NOT BE BOUND TO RECO GNIZE AN Y EQU ITAB E OR OTHER C AI IM TO OR INTEREST IN SUCH SHARE OR SHARES ON THE PART OF ANY OTHER PERSON,,WHETHER OR NOT IT SHALLLHAVE INTEREST IN SUCH SHARE OR SHARES ON THE PART OF ANY OTHER PERSON WHETHER OR NOT IT SHA L HAVE EXPRESS OR OTHER NOTICE THEREOF,,EXCEPT AS OTHERWISE PROVIDED BY THE LLAWSOF CALLFORNIA.. EXPRESS OR OTHER NOTICE THEREOF EXCEPT AS OTHERWISE PROVIDED BY THE AWS OF CA I I FORNIA ART IICLEX ART CLE X GENERALLPROVISIONS GENERA PROVISIONS SECTTON 1.. DIVIDENDS UPON TTHECAPITTALSTTOCKOFFTTHECORPORATTON,,SUBJJECTTTOTTHE SEC I ION 1 DIVIDENDS UPON HE CAPI AL S OCK O HE CORPORA I ION SUB ECT O HE PROVISIONS OF THE ARTICLLESOF INCORPORATION,,I F ANY,,M AY BE DECLLAREDBY THE BO ARD OF DIRECTORS AT PROVISIONS OF THE ARTIC ES OF INCORPORATION I F ANY M AY BE DEC ARED BY THE BO ARD OF DIRECTORS AT ANY REGULLAROR SPECIALLM EETING,,PURSUANT TO LLAW. DIVIDENDS M AY BE PAID IN CASH,,IN PROPERTY OR IN ANY REGU AR OR SPECIA M EETING PURSUANT TO AW. DIVIDENDS M AY BE PAID IN CASH IN PROPERTY OR IN SHARES OF THE CAPITALLSTOCK,,SUBJJECTTO THE PROVISIONS OF THE ARTICLLESOF IINCO RPORATON.. SHARES OF THE CAPITA STOCK SUB ECT TO THE PROVISIONS OF THE ARTIC ES OF NCO RPORATI ION SECTTON 2.. BEFFOREPAYMENTTOFFAN Y DIVIDEND,,TTHEREMAY BE SETTASIDE OUTTOFFANY FFUNDSOFF SEC I ION 2 BE ORE PAYMEN O AN Y DIVIDEND HERE MAY BE SE ASIDE OU O ANY UNDS O THE CORPORATION AVAILLABLEFOR DIVI DENDS SUCH SUM OR SUM S AS THE DIRECTORS FROM TIM E TO TIME,,IN THE CORPORATION AVAI ABLE FOR DIVI DENDS SUCH SUM OR SUM S AS THE DIRECTORS FROM TIM E TO TIME IN THEIR ABSOLLUTEDISCRETION,,THINK PROPER AS A RESERVE OR RESERVES TO M EET CONTINGENCIES,,OR FOR THEIR ABSO UTE DISCRETION THINK PROPER AS A RESERVE OR RESERVES TO M EET CONTINGENCIES OR FOR EQUALLZIN G DIVIDENDS OR FOR REPAIRING OR M AINTAINING AN Y PROPERTY OF THE CORPORATION OR FOR SUCH EQUA I IZIN G DIVIDENDS OR FOR REPAIRING OR M AINTAINING AN Y PROPERTY OF THE CORPORATION OR FOR SUCH OTHER PURPOSE AS THE DIRECTORS SHALLLTHINK CONDUCIVE TO THE INTEREST OF THE CORPORATION,,AND THE OTHER PURPOSE AS THE DIRECTORS SHA L THINK CONDUCIVE TO THE INTEREST OF THE CORPORATION AND THE DIRECTORS M AY M ODIFY OR ABO LLSH AN Y SUCH RESERVE IN THE M ANNER IN WHICH IT WAS CREATED.. DIRECTORS M AY M ODIFY OR ABO I ISH AN Y SUCH RESERVE IN THE M ANNER IN WHICH IT WAS CREATED SECTTON 3.. ALLLCHECKS OR DEMANDS FFORMONEY AND NOTTESOFFTTHECORPORATTON SHALLLBE SEC I ION 3 A L CHECKS OR DEMANDS OR MONEY AND NO ES O HE CORPORA I ION SHA L BE SIGNED BY SUCH OFFICER OR OFFICERS OR SUCH OTHER PERSON OR PERSONS AS THE BOARD OF D IRECTORS SIGNED BY SUCH OFFICER OR OFFICERS OR SUCH OTHER PERSON OR PERSONS AS THE BOARD OF D IRECTORS M AY FROM TIM E TO TIM E DESIGNATE.. M AY FROM TIM E TO TIM E DESIGNATE SECTTON 4.. THE FFSCALLYEAR O FFTTHECORPORATTON SHALLLBE FFXED B Y RESOLLUTON OFFTTHE SEC I ION 4 THE I ISCA YEAR O HE CORPORA I ION SHA L BE I IXED B Y RESO UTI ION O HE BOARD OFFDIRECTTORS. ORS. BOARD O DIREC SECTTON 5.. THE CORPO RATTON MAY OR MA Y NOTTHAVE A CORPORATTESEALL,AS MAY FFROMTTME TTO SEC I ION 5 THE CORPO RA I ION MAY OR MA Y NO HAVE A CORPORA E SEA , AS MAY ROM I IME O TIM E BE DETERM INED BY RESOLLUTON OF THE BOARD OF DIRECTORS.. IIFA C ORPORATE SEALLIS ADOPTED,,IT TIM E BE DETERM INED BY RESO UTI ION OF THE BOARD OF DIRECTORS F A C ORPORATE SEA IS ADOPTED IT SHALLLHAVE INSCRIBED THEREON THE NAM E OF THE CORPORATION AND THE WORDS ""CO RPORATESEALL"AND SHA L HAVE INSCRIBED THEREON THE NAM E OF THE CORPORATION AND THE WORDS CO RPORATE SEA " AND ""CALFFORNA."" THE SEALLMAY BE USED B Y CAUSING ITTO R A FFACSMILLETTHEREOFTTOBE I MPRESSED OR AFFFXED CALI I ORNI IA. THE SEA MAY BE USED B Y CAUSING I O R A ACSI IMI E HEREOF O BE I MPRESSED OR A FI IXED OR IN AN Y M ANNER REPRODUCED.. OR IN AN Y M ANNER REPRODUCED ART ICLE XII ART ICLE X INDEMNIFFCATTON INDEMNI I ICA I ION EVERY PERSON WHO WAS OR IS A PARTTYOR IS TTHREATENEDTTOBE MADE A PARTTYTTOOR I S INVOLLVEDIN EVERY PERSON WHO WAS OR IS A PAR Y OR IS HREATENED O BE MADE A PAR Y O OR I S INVO VED IN ANY ACTION,,SUITOR PROCEEDING,,WHETHER CIVILL,CRIM INALL,ADM INISTRATIVE OR INVESTIGATIVE,,BY REASON OF ANY ACTION SUITOR PROCEEDING WHETHER CIVI , CRIM INA , ADM INISTRATIVE OR INVESTIGATIVE BY REASON OF THE FACT THAT HE OR A PERSON OF WHOM HE IS THE LLEGALREPRESENTATIVE IS OR WAS A DIRECTOR OR O FFICER THE FACT THAT HE OR A PERSON OF WHOM HE IS THE EGAL REPRESENTATIVE IS OR WAS A DIRECTOR OR O FFICER OF THE CORPORATION OR IS OR WAS SERVING AT THE REQUEST OF THE CORPORATION OR FOR ITS BENEFIT AS A OF THE CORPORATION OR IS OR WAS SERVING AT THE REQUEST OF THE CORPORATION OR FOR ITS BENEFIT AS A DIRECTOR OR O FFICER OF AN OTHER CORPORATION,,OR AS ITS REPRESENTATIVE IN A PARTNERSHIP,,JJONT DIRECTOR OR O FFICER OF AN OTHER CORPORATION OR AS ITS REPRESENTATIVE IN A PARTNERSHIP OI INT VENTURE,,TRUST OR OTHER ENTERPRISE,,SHALLLBE INDEM NIFIED AND HELLDHARM LLESSTO THE FULLLESTEXTENT VENTURE TRUST OR OTHER ENTERPRISE SHA L BE INDEM NIFIED AND HE D HARM ESS TO THE FU LEST EXTENT LLEGALL YPERM ISSIBLLEUNDER THE GENERALLCORPORATION LAW OF THE STATE OF CALLFORNIA FROM TIM E TO EGALL Y PERM ISSIB E UNDER THE GENERA CORPORATION LAW OF THE STATE OF CA I IFORNIA FROM TIM E TO TIM E AGAINST ALLLEXPENSES,,LLABILLTY AND LL OSS((NCLLUDN G ATTORNEYS' 'FEES,,JJUDGM ENTS,FINES AND TIM E AGAINST A L EXPENSES I IABI I ITY AND OSS I INC UDI IN G ATTORNEYS FEES UDGM ENTS, FINES AND AM OUNTS PAID OR TO BE PAID IN SETTLLEMENT)REASONABLLYINCURRED OR SU FFERED B Y HIM IN CONNECTION AM OUNTS PAID OR TO BE PAID IN SETT EMENT) REASONAB Y INCURRED OR SU FFERED B Y HIM IN CONNECTION THEREWITH.. THE EXPENSES OF OFFICERS AND DIRECTORS INCURRED IN DE FENDING A C I VILLOR CRIM INALL THEREWITH THE EXPENSES OF OFFICERS AND DIRECTORS INCURRED IN DE FENDING A C I VI OR CRIM INA ACTION,,SUIT OR PROCEEDING M UST BE PAID BY THE CORPORATION AS THEY ARE INCURR ED AND IN ADVANCE OF ACTION SUIT OR PROCEEDING M UST BE PAID BY THE CORPORATION AS THEY ARE INCURR ED AND IN ADVANCE OF THE FINALLDISPOSITION O F THE ACTION,,SUIT OR PROCEEDING UPON RECEIPT OF AN UN DERTAKING BY OR ON THE FINA DISPOSITION O F THE ACTION SUIT OR PROCEEDING UPON RECEIPT OF AN UN DERTAKING BY OR ON BEHALLFOF THE DIRECTOR OR O FFICER TO REPAY THE AM OUNT IF IT IS U LLTM ATELLYDETERM INED BY A COURT O F BEHA F OF THE DIRECTOR OR O FFICER TO REPAY THE AM OUNT IF IT IS U TI IM ATE Y DETERM INED BY A COURT O F COM PETENT JJURSDICTION THAT HE IS NOT ENTITLLEDTO BE INDEM NIFIED BY THE CORPOR ATION.. SUCH RIGHT OF COM PETENT URI ISDICTION THAT HE IS NOT ENTIT ED TO BE INDEM NIFIED BY THE CORPOR ATION SUCH RIGHT OF INDEM NIFICATION SHALLLBE A CONTRACT RIGHT WHICH M A Y BE ENFORCED IN ANY M ANNER DESIRED BY SUCH INDEM NIFICATION SHA L BE A CONTRACT RIGHT WHICH M A Y BE ENFORCED IN ANY M ANNER DESIRED BY SUCH PERSON.. SUCH RIGHT OF INDEM NIFI CATION SHALLLNOT BE EXCLLUSVE O F AN Y OTHER RIG HT WHICH SUCH PERSON SUCH RIGHT OF INDEM NIFI CATION SHA L NOT BE EXC USI IVE O F AN Y OTHER RIG HT WHICH SUCH DIRECTORS,,OFFICERS OR REPRESENTATIVES M AY HAVE OR HEREAFTER ACQUIRE AND,,WITHOUT LLM ITING THE DIRECTORS OFFICERS OR REPRESENTATIVES M AY HAVE OR HEREAFTER ACQUIRE AND WITHOUT I IM ITING THE GENERALLTY O F SUCH STATEM ENT,,THEY SHALLLBE ENTITLLEDTO THEIR RESPECTIVE RIGHTS OF INDEM NIFICATION GENERA I ITY O F SUCH STATEM ENT THEY SHA L BE ENTIT ED TO THEIR RESPECTIVE RIGHTS OF INDEM NIFICATION

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UNDER ANY B YLLAW,AGREEM ENT,,VOTE OF STOCKHOLLDERS,PROVISION OF LLAWOR OTHERWISE,,AS WELLLAS THEIR UNDER ANY B Y AW, AGREEM ENT VOTE OF STOCKHO DERS, PROVISION OF AW OR OTHERWISE AS WE L AS THEIR RIGHTS UNDER THIS ARTICLLE. RIGHTS UNDER THIS ARTIC E.

THE BOARD O FFDIRECTTORSMAY CAUSE TTHECORPORATTON TTOPURCHASE AND MAINTTAN INSURANCE ON THE BOARD O DIREC ORS MAY CAUSE HE CORPORA I ION O PURCHASE AND MAIN AI IN INSURANCE ON BEHALLFOF ANY PERSON WHO IS OR WAS A DIRECTOR OR O FFICER O F THE CORPORATION OR IS OR WAS SERVING F OF ANY PERSON WHO IS OR WAS A DIRECTOR OR O FFICER O F THE CORPORATION OR IS OR WAS SERVING B E HA AT THE REQUEST OF THE CORPORATION AS A DIRECTOR OR OFFICER OF ANOTHER CORP O RATION,,OR AS ITS AT THE REQUEST OF THE CORPORATION AS A DIRECTOR OR OFFICER OF ANOTHER CORP O RATION OR AS ITS REPRESENTATIVE IN A PARTNERSHIP,,JJONT VENTURE,,TRUST OR OTHER ENTERPRISE AGAINST ANY LLABILLT Y REPRESENTATIVE IN A PARTNERSHIP OI INT VENTURE TRUST OR OTHER ENTERPRISE AGAINST ANY I IABI I IT Y ASSERTED AGAINST SUCH PERSON AND INCURRED IN ANY SUCH CAPACITY OR ARISI NG OU T OF SUCH STATUS,, ASSERTED AGAINST SUCH PERSON AND INCURRED IN ANY SUCH CAPACITY OR ARISI NG OU T OF SUCH STATUS WHETHER OR NOT THE CORPORATION WOULLDHAVE THE POWER TO INDEM NIFY SUCH PER SON.. WHETHER OR NOT THE CORPORATION WOU D HAVE THE POWER TO INDEM NIFY SUCH PER SON THE BOARD O FFDIRECTTORSMAY FFROMTTME TTOTTME ADOPTTFFURTHERBYLLAWSWITTHRESPECTTTTO THE BOARD O DIREC ORS MAY ROM I IME O I IME ADOP URTHER BY AWS WI H RESPEC O INDEM NIFICATION AND M AY AM END THESE AND SUCH BYLLAWSTO PROVIDE AT ALLLTIM ES THE FULLLEST INDEM NIFICATION AND M AY AM END THESE AND SUCH BY AWS TO PROVIDE AT A L TIM ES THE FU LEST INDEM NIFICATION PERM ITTED BY THE GENERALLCORPORATION LAW OF THE STATE OF CALLFORN IA.. INDEM NIFICATION PERM ITTED BY THE GENERA CORPORATION LAW OF THE STATE OF CA I IFORN IA ART IICLEXIII ART CLE XI AMENDMENTTS AMENDMEN S SECTTON 1.. THE BYLLAWSMAY BE AMENDED BY A MAJJORTTYVOTTEO FFALLLTTHESTTOCKISSUED AND SEC I ION 1 THE BY AWS MAY BE AMENDED BY A MA ORI I Y VO E O A L HE S OCK ISSUED AND OUTSTANDING AND ENTITLLEDTO VOTE AT ANY ANNUALLOR SPECIALLM EETING OF THE STOCKHOLLDERS,PROVIDED ED TO VOTE AT ANY ANNUA OR SPECIA M EETING OF THE STOCKHO DERS, PROVIDED OUTSTANDING AND ENTIT NOTICE OF INTENTION TO AM END SHALLLHAVE BEEN CONTAINED IN THE NOTICE OF THE M EETING.. NOTICE OF INTENTION TO AM END SHA L HAVE BEEN CONTAINED IN THE NOTICE OF THE M EETING SECTTON 2.. THE BOARD O FFDIRECTTORSB Y A MAJJORTTYVOTTEO FFTTHEWHOLLEBOARD ATTANY SEC I ION 2 THE BOARD O DIREC ORS B Y A MA ORI I Y VO E O HE WHO E BOARD A ANY M EETING M AY AM END THESE BYLLAWS,INCLLUDNG B YLLAWSADOPTED BY THE STOCKHOLLDE RS,BUT THE M EETING M AY AM END THESE BY AWS, INC UDI ING B Y AWS ADOPTED BY THE STOCKHO DE RS, BUT THE STOCKHOLLDERSM AY FROM TIM E TO TIM E SPECIFY PARTICULLARPROVISIONS O F THE BYLLAWSWHICH SHALLLNOT BE STOCKHO DERS M AY FROM TIM E TO TIM E SPECIFY PARTICU AR PROVISIONS O F THE BY AWS WHICH SHA L NOT BE AM ENDED BY THE BOARD OF DIRECTORS.. AM ENDED BY THE BOARD OF DIRECTORS APPROVED AND ADOPTED TTHS _____ DAY OFF______________,200_.. APPROVED AND ADOPTED HI IS _____ DAY O ______________, 200_

______________________________________ ______________________________________ SECRETTARY S E CRE A RY CERTIFICAT E OF SECRET ARY CERTIFICAT E OF SECRET ARY IIHEREBY CERTTFFYTTHATIIAM TTHESECRETTARYOFFCOMPANY NAME,,AND TTHATTTHEFFOREGONG BYLLAWS, HEREBY CER I I Y HAT AM HE SECRE ARY O COM PANY NAM E AND HAT HE OREGOI ING BY AWS, CONSISTING OF 9 PAGES,,CONSTITUTE THE CODE OF BYLLAWSO F THE CORPORATION,,AS DULLYAD OPTED AT A CONSISTING OF 9 PAGES CONSTITUTE THE CODE OF BY AWS O F THE CORPORATION AS DU Y AD OPTED AT A REGULLARM EETING OF THE BOARD OF DIRECTORS OF THE CORPORATION HELLD_ __ _,,_ _ .. REGU AR M EETING OF THE BOARD OF DIRECTORS OF THE CORPORATION HE D _ __ _ _ _ IN WITNESS WHEREOF, I have hereunto subscribed my name this _____ day of ____________________, ____. ______________________________________ Secretary

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