THIRD AMENDED AND RESTATED

 

                                    BYLAWS

 

                                      OF

 

                         BEASLEY BROADCAST GROUP, INC.

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                              ARTICLE I - OFFICES

 

     Section 1. The registered office of Beasley Broadcast Group, Inc. (the

"Corporation") shall be in the City of Wilmington, County of New Castle, State

of Delaware.

 

     Section 2. The Corporation may also have offices at such other places both

within and without the State of Delaware as the Board of Directors may from time

to time determine or the business of the Corporation may require.

 

                     ARTICLE II - MEETINGS OF STOCKHOLDERS

 

     Section 1. Place and Time of Meetings. An annual meeting of the

stockholders shall be held each year on a date and time designated by the Board

of Directors. At such meeting, the stockholders shall elect the directors of the

corporation and conduct such other business as may come before the meeting. The

time and place of the annual meeting shall be determined by the Board of

Directors. Special meetings of the stockholders, for any purpose, or purposes,

unless otherwise prescribed by statute or by the Restated Certificate of

Incorporation, may be called by the President and shall be called by the

President or the Secretary at the request in writing of a majority of the Board

of Directors, or at the request in writing of stockholders owning a majority in

amount of the entire voting power of the issued and outstanding capital stock of

the Corporation, provided, however, that if there are two vacancies in the

offices for the Class A Directors (as defined in Article III, Section 1 below),

then holders of a majority of the Class A Common Stock outstanding shall have

the right to call a special meeting of stockholders for the purpose of electing

Class A Directors to fill such vacancies. 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.

 

     Section 2. Notice. Whenever stockholders are required or permitted to take

action at a meeting, written or printed notice of every annual or special

meeting of the

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stockholders, stating the place, date, time, and, in the case of special

meetings, the purpose or purposes, of such meeting, shall be given to each

stockholder entitled to vote at such meeting not less than l0 nor more than 60

days before the date of the meeting. All such notices shall be delivered, either

personally or by mail, by or at the direction of the Board of Directors, the

Chairman of the Board, the Chief Executive Officer, the President or the

Secretary, and if mailed, such notice shall be deemed to be delivered when

deposited in the United States mail with postage prepaid and addressed to the

stockholder at his or her address as it appears on the records of the

corporation.

 

     Section 3. Stockholders List. The officer having charge of the stock ledger

of the corporation shall make, at least l0 days before every meeting of the

stockholders, a complete list arranged in alphabetical order of the stockholders

entitled to vote at such meeting, specifying the address of 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 l0 days prior to the

meeting, either at a place within the city where the meeting is to be held,

which place shall be specified in the notice of the meeting or, if not so

specified, at the place where the meeting is to be held. The list shall 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.

 

     Section 4. Quorum. The presence of stockholders entitled to cast at least a

majority of the votes that all stockholders are entitled to cast on a matter to

be acted upon at a meeting of the stockholders shall constitute a quorum for the

purposes of consideration and action on the matter, except as otherwise provided

by statute or by the Restated Certificate of Incorporation. If a quorum is not

present, the holders of the shares present in person or represented by proxy at

the meeting and entitled to vote thereat shall have the power, by the

affirmative vote of the holders of a majority of the voting power represented by

such shares, to adjourn the meeting to another time or place. Unless the

 

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adjournment is for more than thirty days or unless a new record date is set for

the adjourned meeting, no notice of the adjourned meeting need be given to any

stockholder, provided that the time and place of the adjourned meeting were

announced at the meeting at which the adjournment was taken. At the adjourned

meeting, the corporation may transact any business which might have been

transacted at the original meeting.

 

     Section 5. Vote Required. When a quorum is present or represented by proxy

at any meeting, the vote of a majority of the votes cast by all stockholders

entitled to vote and, if any stockholders are entitled to vote as a class, the

vote of a majority of the votes cast by the stockholders entitled to vote as a

class, whether such stockholders are present in person or represented by proxy

at the meeting, shall be the act of the stockholders, unless the question is one

upon which by express provisions of an applicable statute or of the Restated

Certificate of Incorporation a different vote is required, in which case such

express provision shall govern and control the decision of such question.

 

     Section 6. Voting Rights. Except as otherwise provided by the Delaware

General Corporation Law or by the Restated Certificate of Incorporation of the

Corporation or any amendments thereto and subject to Section 3 of ARTICLE VI

hereof, each holder of Class A Common Stock shall at every meeting of the

stockholders be entitled to one vote in person or by proxy for each share of

Class A held by such stockholder, and each holder of Class B Common Stock shall

at every meeting of the stockholders shall be entitled to ten votes in person or

by proxy for each share of Class B Common Stock held by such stockholder.

 

     Section 7. Proxies. Each stockholder entitled to vote at a meeting of

stockholders or to express consent or dissent to corporate action in writing

without a meeting may authorize another person or persons to act for him or her

by proxy, but no such proxy shall be voted or acted upon after three years from

its date, unless the proxy provides for a longer period.

 

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                            ARTICLE III - DIRECTORS

 

     Section 1. Number, Election and Term of Office. The number of directors

which shall constitute the whole Board of Directors shall be not less than one

(1) and not more than nine (9). The exact number of directors shall be

determined by resolution of the Board. The directors need not be stockholders.

The directors shall be elected at the annual meeting of the stockholders, except

as provided in Section 3 of this Article, and each director elected shall hold

office until his successor is elected and qualified or until his or her death,

resignation or removal. From and after the first annual meeting of the

stockholders that occurs after the closing date of the initial public offering

of the Class A Common Stock, the holders of Class A Common Stock, voting

separately as a class, shall be entitled to elect two of the directors to be

elected at such meeting ("Class A Directors").

 

     Section 2. Removal and Resignation. Any director or the entire Board of

Directors may be removed at any time, with or without cause, by the vote of a

majority of the votes cast by all stockholders entitled to vote at an election

of directors, except that the Class A Directors may be removed without cause

only by the vote of the holders of a majority of the shares of Class A Common

Stock, and except as otherwise provided by statute. Any director may resign at

any time upon written notice to the corporation.

 

     Section 3. Vacancies. Vacancies and newly created directorships resulting

from any increase in the authorized number of directors may be filled by a vote

of the majority of the Board of Directors, and each director so chosen shall

hold office until the next annual meeting of stockholders and until a successor

is duly elected and qualified or until his or her earlier death, resignation or

removal as hereinafter provided; provided, however, that any vacancy resulting

from the resignation or removal of a Class A Director shall be filled by the

remaining Class A Director, or, if there is no remaining Class A Director, by

the vote of the holders of a majority of the shares of Class A Common Stock.

 

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     Section 4. Annual Meetings. The annual meeting of each newly elected Board

of Directors shall be held without other notice than this bylaw immediately

after, and at the same place as, the annual meeting of stockholders.

 

     Section 5. Other Meetings and Notice. Regular meetings,  other than the

annual meeting, of the Board of Directors may be held without notice at such

time and at such place as shall from time to time be determined by resolution of

the board. Special meetings of the Board of Directors may be called by or at the

request of the chairman, the chief executive officer or the president on at

least 24 hours notice to each director, either personally, by telephone, by

mail, or by telegraph; in like manner and on like notice the secretary must call

a special meeting on the written request of a majority of directors.

 

     Section 6. Quorum. A majority of the total number of directors shall

constitute a quorum for the transaction of business. The vote of a majority of

directors present at a meeting at which a quorum is present shall be the act of

the Board of Directors. If a quorum shall not be present at any meeting of the

Board of Directors, the directors present thereat may adjourn the meeting from

time to time, without notice other than announcement at the meeting, until a

quorum shall be present.

 

     Section 7. Committees. The Board of Directors may, by resolution passed by

a majority of the whole board, designate one or more committees. Each committee

shall consist of one or more of the directors of the corporation, which, to the

extent provided in such resolution and not otherwise limited by statute, shall

have and may exercise the powers of the Board of Directors in the management and

affairs of the Corporation including without limitation the power to declare a

dividend and to authorize the issuance of stock. 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. Such

committee or committees shall have such name or names as may be determined from

time to time by resolution adopted by the Board of Directors. Each committee

shall keep regular minutes of its meetings and report the same to the

 

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directors when required.

 

     Section 8.  Committee Rules. Each committee of the Board of Directors may

fix its own rules of procedure and shall hold its meetings as provided by such

rules, except as may otherwise be provided by the resolution of the Board of

Directors designating such committee, but in all cases the presence of at least

a majority of the members of such committee shall be necessary to constitute a

quorum. In the event that a member and that member's alternate, if alternates

are designated by the Board of Directors as provided in Section 7 of this

ARTICLE III, of such committee is/are absent or disqualified, the member or

members thereof present at any meeting and not disqualified from voting, whether

or not such member or members constitute a quorum, may unanimously appoint

another member of the Board of Directors to act at the meeting in place of any

such absent or disqualified member.

 

     Section 9.  Communications Equipment. Members of the Board of Directors or

any committee thereof may participate in and act at any meeting of such board or

committee through the use of a conference telephone or other communications

equipment by means of which all persons participating in the meeting can hear

each other, and participation in the meeting pursuant to this section shall

constitute presence in person at the meeting.

 

     Section 10. Action by Written Consent. 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 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.

 

                             ARTICLE IV - OFFICERS

 

     Section 1.  Number. The officers of the Corporation shall be elected by the

Board of Directors and shall consist of a chairman of the board (if the Board of

Directors so deems advisable and elects), a president, one or more vice-

presidents, a secretary, a

 

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treasurer, and such other officers and assistant officers as may be deemed

necessary or desirable by the Board of Directors. Any number of offices may be

held by the same person. In its discretion, the Board of Directors may choose

not to fill any office for any period as it may deem advisable, except the

offices of president and secretary.

 

     Section 2. Election and Term of Office. The officers of the Corporation

shall be elected annually by the Board of Directors at the meeting of the Board

of Directors held after each annual meeting of stockholders. If the election of

officers shall not be held at such meeting, such election shall be held as soon

thereafter as conveniently may be. Vacancies may be filled or new offices

created and filled at any meeting of the Board of Directors. Each officer shall

hold office until the next annual meeting of the Board of Directors and until a

successor is duly elected and qualified or until his or her earlier death,

resignation or removal as hereinafter provided.

 

     Section 3. Removal. Any officer or agent elected by the Board of Directors

may be removed by the Board of Directors whenever in its judgment the best

interest of the Corporation would be served thereby, but such removal shall be

without prejudice to the contract rights, if any, of the person so removed.

 

     Section 4. Vacancies. A vacancy in any office because of death,

resignation, removal, disqualification or otherwise, may be filled by the Board

of Directors for the unexpired portion of the term by the Board of Directors

then in office.

 

     Section 5. Compensation. Compensation of all officers shall be fixed by the

Board of Directors, and no officer shall be prevented from receiving such

compensation by virtue of the fact that he or she is also a director of the

corporation.

 

     Section 6. Chairman of the Board. The chairman shall preside at all

meetings of the Board of Directors and all meetings of the stockholders and

shall have such other powers and perform such duties as may from time to time be

assigned to him by the Board of Directors.

 

     Section 7. Vice Chairman of the Board. The Vice Chairman shall, in the

absence

 

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or disability of the Chairman, perform the duties and exercise the powers of the

Chairman and shall perform such other duties and have such other powers as the

Board of Directors may, from time to time, determine or these bylaws may

prescribe.

 

     Section 8. The Chief Executive Officer. The chief executive officer of the

Corporation shall have such powers and perform such duties as are specified in

these bylaws and as may from time to time be assigned to him by the Board of

Directors. The chief executive officer shall have overall management of the

business of the Corporation and its subsidiaries and shall see that all orders

and resolutions of the boards of directors of the Corporation and its

subsidiaries are carried into effect. The chief executive officer shall execute

bonds, mortgages and other contracts requiring a seal, under the seal of the

corporation, except where required or permitted by law to be otherwise signed

and executed and except where the signing and execution thereof shall be

expressly delegated by the Board of Directors to some other officer or agent of

the corporation. The chief executive officer shall have general powers of

supervision and shall be the final arbitrator of all differences among officers

of the Corporation and its subsidiaries, and such decision as to any matter

affecting the Corporation and its subsidiaries subject only to the Boards of

Directors.

 

     Section 9. The President. The president shall have such powers and perform

such duties as are specified in these bylaws and as may from time to time be

assigned to him by the Board of Directors. The president shall have general and

active management of the business of the Corporation and shall see that all

orders and resolutions of the Board of Directors are carried into effect. The

president shall execute bonds, mortgages and other contracts requiring a seal,

under the seal of the corporation, except where required or permitted by law to

be otherwise signed and executed and except where the signing and execution

thereof shall be expressly delegated by the Board of Directors to some other

officer or agent of the corporation. The president shall have general powers of

supervision and shall be the final arbitrator of all differences between

officers of the

 

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corporation, and such decision as to any matter affecting the Corporation

subject only to the Board of Directors.

 

     Section 10. Chief Operating Officer. The Chief Operating Officer, or if

there shall be more than one, the Chief Operating Officers shall perform the

duties and exercise the powers as the Board of Directors may, from time to time,

determine or these bylaws may prescribe.

 

     Section 11. Vice Presidents. The Vice President, or if there shall be more

than one, the Vice Presidents in the order determined by the Board of Directors,

shall, in the absence or disability of the president, perform the duties and

exercise the powers of the president and shall perform such other duties and

have such other powers as the Board of Directors may, from time to time,

determine or these bylaws may prescribe.

 

     Section 12. The Secretary and Assistant Secretaries. The secretary shall

attend all meetings of the Board of Directors and all meetings of the

stockholders and record all the proceedings of the meetings of the Corporation

and the Board of Directors in a book to be kept for that purpose and shall

perform like duties for the standing committees when required. The secretary

shall give, or cause to be given, notice of all meetings of the stockholders and

special meetings of the Board of Directors; perform such other duties as may be

prescribed by the Board of Directors or president, under whose supervision he or

she shall be; shall have custody of the corporate seal of the Corporation and

the secretary, or an assistant secretary, shall have authority to affix the same

to any instrument requiring it and when so affixed, it may be attested by his or

her signature or by the signature of such 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 or her signature. The

assistant secretary, or if there be more than one, the assistant secretaries in

the order determined 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

 

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may from time to time prescribe.

 

     Section 13. The Treasurer and Assistant Treasurer. The treasurer shall have

the custody of the corporate funds and securities; shall keep full and accurate

accounts of receipts and disbursements in books belonging to the corporation;

shall deposit all monies and other valuable effects in the name and to the

credit of the Corporation as may be ordered by the Board of Directors, taking

proper vouchers for such disbursements; and shall render to the president and

the Board of Directors, at its regular meeting or when the Board of Directors so

requires, an account of the corporation. If required by the Board of Directors,

the treasurer shall give the Corporation a bond (which shall be rendered every

six years) in such sums and with such surety or sureties as shall be

satisfactory to the Board of Directors for the faithful performance of the

duties of the office of treasurer and for the restoration to the corporation, in

case of death, resignation, retirement, or removal from office, of all books,

papers, vouchers, money, and other property of whatever kind in the possession

or under the control of the treasurer 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, 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.

 

     Section 14. Other Officers, Assistant Officers and Agents. Officers,

assistant officers and agents, if any, other than those whose duties are

provided for in these bylaws, shall have such authority and perform such duties

as may from time to time be prescribed by resolution of the Board of Directors.

 

         ARTICLE V - INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

 

     Section 1. Right to Indemnification. Each person who was or is made party

or is threatened to be made a party to or is otherwise involved (including

involvement as a witness) in any action, suit or proceeding, whether civil,

criminal, administrative or

 

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investigative (hereinafter a "proceeding"), by reason of the fact that he or she

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 or other enterprise, including service with

respect to an employee benefit plan (hereinafter, an "indemnitee"), whether the

basis of such proceeding is alleged action in an official capacity as a director

or officer or in any other capacity while serving as a director or officer,

shall be indemnified and held harmless by the Corporation to the fullest extent

authorized by the Delaware General Corporation Law ("DGCL"), as the same exists

or may hereafter be amended (but, in the case of any such amendment, only to the

extent that such amendment permits the Corporation to provide for broader

indemnification rights than permitted as of the date of these bylaws), against

all expense, liability and loss (including attorneys' fees, judgments, fines,

excise taxes or penalties and amounts paid in settlement) reasonably incurred or

suffered by such indemnitee in connection therewith and such indemnification

shall continue as to an indemnitee who has ceased to be a director, officer,

employee or agent and shall inure to the benefit of the indemnitee's heirs,

executors and administrators; provided, however, that except as provided in

Section 2 of this ARTICLE V with respect to proceedings to enforce rights to

indemnification, the Corporation shall indemnify any such indemnitee in

connection with a proceeding (or part thereof) initiated by such indemnitee only

if such proceeding (or part thereof) was authorized by the Board of Directors of

the corporation. The right to indemnification conferred in this Section 1 of

this ARTICLE V shall be a contract right and shall include the obligation of the

Corporation to pay the expenses incurred in defending any such proceeding in

advance of its final disposition (hereinafter an "advance of expenses");

provided, however, that if and to the extent that the Board of Directors of the

Corporation requires, an advance of expenses incurred by an indemnitee in his or

her capacity as a director or officer (and not in any other capacity in which

service was or is rendered by

 

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such indemnitee, including, without limitation, service to an employee benefit

plan) shall be made only upon delivery to the Corporation of an undertaking

(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all

amounts so advanced if it shall ultimately be determined by final judicial

decision from which there is no further right to appeal (hereinafter a "final

adjudication") that such indemnitee is not entitled to be indemnified for such

expenses under this Section 1 or otherwise. The Corporation may, by action of

its Board of Directors, provide indemnification to employees and agents of the

Corporation with the same or lesser scope and effect as the foregoing

indemnification of directors and officers.

 

     Section 2. Procedure for Indemnification. Any indemnification of a director

or officer of the Corporation or advance of expenses under Section 1 of this

ARTICLE V shall be made promptly, and in any event within forty-five days (or,

in the case of an advance of expenses, twenty days) upon the written request of

the director or officer. If a determination by the Corporation that the director

or officer is entitled to indemnification pursuant to this ARTICLE V is

required, and the Corporation fails to respond within sixty days to a written

request for indemnity, the Corporation shall be deemed to have approved the

request. If the Corporation denies a written request for indemnification or

advance of expenses, in whole or in part, or if payment in full pursuant to such

request is not made within forty-five days (or, in the case of an advance of

expenses, twenty days), the right to indemnification or advances as granted by

this ARTICLE V shall be enforceable by the director or officer in any court of

competent jurisdiction. Such person's costs and expenses incurred in connection

with successfully establishing his or her right to indemnification, in whole or

in part, in any such action shall also be indemnified by the corporation. It

shall be a defense to any such action (other than an action brought to enforce a

claim for the advance of expenses where the undertaking required pursuant to

Section 1 of this ARTICLE V, if any, has been tendered to the corporation) that

the claimant has not met the standards of conduct which make it

 

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permissible under the DGCL for the Corporation to indemnify the claimant for the

amount claimed, but the burden of such defense shall be on the corporation.

Neither the failure of the Corporation (including its Board of Directors,

independent legal counsel, or its stockholders) to have made a determination

prior to the commencement of such action that indemnification of the claimant is

proper in the circumstances because he or she has met the applicable standard of

conduct set forth in the DGCL, nor an actual determination by the Corporation

(including its Board of Directors, independent legal counsel, or its

stockholders) that the claimant has not met such applicable standard of conduct,

shall be a defense to the action or create a presumption that the claimant has

not met the applicable standard of conduct. The procedure for indemnification of

other employees and agents for whom indemnification is provided pursuant to

Section 1 of this ARTICLE V shall be the same procedure set forth in this

Section 2 for directors or officers, unless otherwise set forth in the action of

the Board of Directors of the Corporation providing for indemnification for such

employee or agent.

 

     Section 3. Insurance. The Corporation may purchase and maintain insurance

on its own behalf and on behalf of any person who is or was a director, officer,

employee or agent of the Corporation or was serving at the request of the

Corporation as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise against any expense,

liability or loss asserted against him or her and incurred by him or her in any

such capacity, whether or not the Corporation would have the power to indemnify

such person against such expenses, liability or loss under the DGCL.

 

     Section 4. Service for Subsidiaries. Any person serving as a director,

officer, employee or agent of another corporation, partnership, limited

liability company, joint venture or other enterprise, at least 50% of whose

equity interests are owned by the Corporation (hereinafter a "subsidiary" for

purposes of this ARTICLE V) shall be conclusively presumed to be serving in such

capacity at the request of the corporation.

 

     Section 5. Reliance. Persons who after the date of the adoption of these

bylaws

 

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become or remain directors or officers of the Corporation or who, while a

director or officer of the corporation, become or remain a director, officer,

employee or agent of a subsidiary, shall be conclusively presumed to have relied

on the rights to indemnity, advance of expenses and other rights contained in

this ARTICLE V in entering into or continuing such service. The rights to

indemnification and to the advance of expenses conferred in this ARTICLE V shall

apply to claims made against an indemnitee arising out of acts or omissions

which occurred or occur both prior and subsequent to the adoption hereof.

 

     Section 6. Non-Exclusivity of Rights. The rights to indemnification and to

the advance of expenses conferred in this ARTICLE V shall not be exclusive of

any other right which any person may have or hereafter acquire under these

bylaws or the corporation's  Restated Certificate of Incorporation or under any

statute, agreement, vote of stockholders or disinterested directors or

otherwise.

 

     Section 7. Merger or Consolidation. For purposes of this ARTICLE V,

references to "the corporation" shall include any constituent corporation

(including any constituent of a constituent) absorbed into the corporation in a

consolidation or merger which, if its separate existence had continued, would

have had power and authority to indemnify its directors, officers, and employees

or agents, so that any person who is or was a director, officer, employee or

agent of such constituent corporation, or is or was serving at the request of

such constituent corporation as a director, officer, employee or agent of

another corporation, partnership, joint venture, trust or other enterprise,

shall stand in the same position under this ARTICLE V with respect to the

resulting or surviving corporation as he or she would have with respect to such

constituent corporation if its separate existence had continued.

 

                      ARTICLE VI - CERTIFICATES OF STOCK

 

     Section 1. Form. Subject to the  Restated Certificate of Incorporation,

every holder of stock in the Corporation shall be entitled to have a

certificate, signed by, or in

 

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the name of the Corporation by the president or a vice-president, and the

secretary or an assistant secretary of the corporation, certifying the number of

shares owned by him or her in the corporation. Where a certificate is signed (l)

by a transfer agent or an assistant transfer agent other than the Corporation or

its employee or (2) by a registrar, other than the Corporation or its employee,

the signature of any such president, vice-president, secretary, or assistant

secretary may be facsimile. In case any officer or officers have signed a

certificate or certificates, or whose facsimile signature or signatures have

been used on certificate or certificates, shall cease to be such officer or

officers of the Corporation whether because of death, resignation or otherwise

before such certificate or certificates have been delivered by the corporation,

such certificate or certificates may nevertheless be issued and delivered as

though the person or persons who signed such certificate or certificates or

whose facsimile signature or signatures have been used on such certificate or

certificates had not ceased to be such officer or officers of the corporation.

All certificates for shares shall be consecutively numbered or otherwise

identified. The name of the person to whom the shares represented thereby are

issued, with the number of shares and date of issue, shall be entered on the

books of the corporation. All certificates surrendered to the Corporation for

transfer shall be canceled, and no new certificate shall be issued in

replacement until the former certificate for a like number of shares shall have

been surrendered or canceled, except as otherwise provided in Section 2 with

respect to lost, stolen or destroyed certificates.

 

     Section 2. Lost 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 or her

 

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legal representative, 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 destroyed.

 

     Section 3. Fixing a Record Date. The Board of Directors may fix in advance

a record date for the determination of stockholders entitled to notice of, and

to vote at, any meeting of stockholders and any adjournment thereof;

stockholders entitled to consent to corporate action in writing without a

meeting; stockholders entitled to receive payment of any dividend or other

distribution or allotment of rights or entitled to exercise any rights in

respect to any change, conversion or exchange of stock; or, for the purpose of

any other lawful action, which record date may not precede the date on which the

resolution fixing such record date is adopted by the Board of Directors. The

record date for the determination of stockholders entitled to notice of, and to

vote at, a meeting of stockholders shall not be more than 60 days nor less than

10 days before the date of such meeting. The record date for the determination

of stockholders entitled to consent to corporate action in writing without a

meeting shall not be more than 10 days after the date upon which the resolution

fixing the record date is adopted by the Board of Directors. The record date for

the determination of stockholders with respect to any other action shall not be

more than 60 days before the date of such action. If no record date is fixed:

the record date for determining stockholders entitled to notice of, and to vote

at, a meeting of stockholders shall be at the close of business on the day next

preceding the day on which notice is given, or if notice is waived, at the close

of business on the day next preceding the day on which the meeting is held; the

record date for determining stockholders entitled to consent to corporate action

in writing without a meeting when no prior action by the Board of Directors is

required by the Delaware General Corporation Law, shall be the first date on

which a signed written consent setting forth the action taken or proposed to be

taken is delivered to the Corporation by delivery to its registered office in

the State of Delaware, its principal place of business, or an officer or agent

of

 

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the Corporation having custody of the book in which proceedings of meetings of

stockholders are recorded; and, the record date for determining stockholders

with respect to any other action shall be the close of business on the day on

which the Board of Directors adopts the resolution relating thereto.

 

                       ARTICLE VII - GENERAL PROVISIONS

 

     Section 1. Dividends. Dividends upon the capital stock of the corporation,

subject to the provisions of the Restated 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 Restated 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 or reserves to meet contingencies, equalize dividends, repair or

maintain any property of the corporation, or for any other purpose, and the

directors may modify or abolish any such reserve in the manner in which it was

created.

 

     Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders

for the payment of money by or to the Corporation and all notes and other

evidences of indebtedness issued in the name of the Corporation shall be signed

by such officer or officers, agent or agents of the corporation, and in such

manner, as shall be determined by resolution of the Board of Directors or a duly

authorized committee thereof.

 

     Section 3. Contracts. The Board of Directors may authorize any officer or

officers, or any agent or agents, of the Corporation to enter into any contract

or to execute and deliver any instrument in the name of and on behalf of the

corporation, and such authority may be general or confined to specific

instances.

 

     Section 4. Loans. The Corporation may lend money to, or guarantee any

obligation of, or otherwise assist any officer or other employee of the

Corporation or of its subsidiary, including any officer or employee who is a

director of the Corporation or

 

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its subsidiary, whenever, in the judgment of the directors, such loan, guaranty

or assistance may reasonably be expected to benefit the corporation. The loan,

guaranty or other assistance may be with or without interest, and may be

unsecured, or secured in such manner as the Board of Directors shall approve,

including, without limitation, a pledge of shares of stock of the corporation.

Nothing contained in this section shall be deemed to deny, limit or restrict the

powers of guaranty or warranty of the Corporation at common law or under any

statute.

 

     Section 5. Fiscal Year. The fiscal year of the Corporation shall be the

calendar year unless otherwise fixed by resolution of the Board of Directors.

 

     Section 6. Corporate Seal. The Board of Directors shall provide a corporate

seal which shall be in the form of a circle and shall have inscribed thereon the

name of the Corporation and the words "Corporate Seal, Delaware." The seal may

be used by causing it or a facsimile thereof to be impressed or affixed or

reproduced or otherwise.

 

     Section 7. Voting Securities Owned by Corporation. Voting securities in any

other corporation held by the Corporation shall be voted by the president or the

vice president, unless the Board of Directors specifically confers authority to

vote with respect thereto upon some other person or officer. Any person

authorized to vote securities shall have the power to appoint proxies, with

general power of substitution.

 

     Section 8. Inspection of Books and Records. Any stockholder of record, in

person or by attorney or other agent, shall, upon written demand upon oath

stating the purpose thereof, have the right during the usual hours of business

to inspect for any proper purpose the corporation's stock ledger, a list of its

stockholders, and its other books and records, and to make copies or extracts

therefrom. A proper purpose shall mean any purpose reasonably related to such

person's interest as a stockholder. In every instance where an attorney or other

agent shall be the person who seeks the right to inspection, the demand under

oath shall be accompanied by a power of attorney or such other writing which

authorizes the attorney or other agent to so act on behalf of the stockholder.

The

 

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<PAGE>

 

demand under oath shall be directed to the Corporation at its registered office

in the State of Delaware or at its principal place of business.

 

     Section 9. Section Headings. Section headings in these bylaws are for

convenience of reference only and shall not be given any substantive effect in

limiting or otherwise construing any provision herein.

 

     Section 10. Inconsistent Provisions. In the event that any provision of

these bylaws is or becomes inconsistent with any provision of the Restated

Certificate of Incorporation, the Delaware General Corporation Law or any other

applicable law, the provision of these bylaws shall not be given any effect to

the extent of such inconsistency but shall otherwise be given full force and

effect.

 

                           ARTICLE VIII - AMENDMENTS

 

     These bylaws may be amended, altered or repealed and new bylaws adopted at

any meeting of the Board of Directors by a majority vote. The fact that the

power to adopt, amend, alter or repeal the bylaws has been conferred upon the

Board of Directors shall not divest the stockholders of the same powers.

 

[As Filed: 02-16-2001]