AMENDED AND RESTATED BYLAWS

                                        OF

                                   KINARK CORPORATION

 

 

                                   ARTICLE I

                              Stockholders' Meetings

 

     SECTION 1.  Annual Stockholders' Meetings.  The annual meeting of the

stockholders of the Corporation shall be held at 11:00 A.M. on the second

Wednesday in May each year, or on such other date or at such other time as the

Board of Directors may determine.

 

     SECTION 2.  Special Stockholders' Meetings.  Special meetings of

stockholders of the Corporation shall be held whenever called in the manner

required by law for purposes as to which there are special statutory

provisions, and for other purposes when called by the Chairman of the Board of

Directors or by order of a majority of the entire Board of Directors.

 

     SECTION 3.  Place of Stockholders' Meetings.  All meetings of stockholders

shall be held at a place designated by the Board of Directors in Tulsa,

Oklahoma or at such other places as the Board may determine, which may be

within or outside of the State of Delaware.

 

     SECTION 4.  Notice of Stockholders' Meetings.  Except as otherwise

provided by law, notice of all stockholders' meetings stating the date, time

and place, and, in the case of special meetings, the purpose or purposes for

which such meetings are called, shall be given by the Chairman of the Board of

Directors, the President, a Vice President, the Secretary, or an Assistant

Secretary to each stockholder of record having voting power in respect of the

business to be transacted thereat, by delivering such notice to each

stockholder, or by mailing such notice, addressed to each stockholder at his

address appearing on the books of the Corporation, not less than ten (10) days

nor more than sixty (60) days prior to the date of the meeting.  Any meeting at

which all stockholders having voting power with respect to the business to be

transacted thereat are present, either in person or by proxy, shall be a valid

meeting for the transaction of business, notwithstanding that notice has not

been given as provided above.  Adjourned meetings may be held at the time and

place announced at the meeting at which adjournment is taken without further

notice except as provided by law.  At any adjourned meeting the Corporation may

transact any business which might have been transacted at the original meeting.

 

     SECTION 5.  Advance Notice of Stockholder Business.  At an annual meeting

of the stockholders, only such business shall be conducted as shall have been

properly brought before the meeting.  To be properly brought before an annual

meeting business must be (a) specified in the notice of meeting (or any

supplement thereto) given by or at the direction of the Board of Directors,

(b) otherwise properly brought before the meeting by or at the direction of the

Board of Directors, or (c) otherwise properly brought before the annual meeting

by a stockholder of record and constitute a proper subject to be brought before

such meeting.  For business to be properly brought before an annual meeting by

a stockholder (other than the election of directors), the stockholder must have

given timely notice thereof in writing to the Secretary of the Corporation.  A

stockholder's notice to the Secretary shall set forth as to each matter (other

than the election of directors) the stockholder proposes to bring before the

annual meeting (a) a brief description of the business desired to be brought

before the annual meeting and the reasons for conducting such business at the

annual meeting, (b) the name and record address of the stockholder proposing

such business, (c) the class and number of shares of the Corporation which are

beneficially owned by the stockholder, (d) a representation that the

stockholder is a holder of record of capital stock of the Corporation entitled

to vote at such meeting and intends to appear in person or by proxy at the

annual meeting to present such business, and (e) any material interest of the

stockholder in such business.  Notwithstanding anything in the Bylaws to the

contrary, no business shall be conducted at an annual meeting except in

accordance with the procedures set forth in this Section.  The Chairman of an

annual meeting shall, if the facts warrant, determine and declare to the annual

meeting that business was not properly brought before the meeting and in

accordance with the provisions of this Section, and if he should so determine,

he shall so declare to the annual meeting and any such business not properly

brought before the annual meeting shall not be transacted.  At any special

meeting of the stockholders, only such business shall be conducted as shall

have been brought before the meeting by or at the direction of the Board of

Directors.

 

     With respect to stockholder business to be brought before an annual

meeting of stockholders (other than a request for inclusion of a proposal in

the Corporation's proxy statement pursuant to Rule 14a-8 of the Securities

Exchange Act of 1934, as amended), to be timely, a stockholder's notice must be

delivered to or mailed to and received at the principal executive offices of

the Corporation, not less than ninety (90) days in advance of such meeting.

 

     For purposes of this Section, reference to a requirement to deliver notice

to the Corporation a set number of days in advance of an annual meeting shall

mean that such notice must be delivered such number of days in advance of the

first anniversary of the preceding year's annual meeting; provided, however,

that in the event that the date of the annual meeting is advanced by more than

30 days or delayed more than 60 days from such anniversary, notice by the

stockholder to be timely must be so delivered not later than the close of

business on the later of the 60th day prior to such annual meeting or the 10th

day following the day on which notice of such meeting is first given to

stockholders.   For the purposes of this Section, notice of an annual meeting

shall be deemed to first be given to stockholders when disclosure of such date

is first made in a press release reported by the Dow Jones News Services,

Associated Press or comparable national news service or in a document publicly

filed by the Corporation with the Securities and Exchange Commission pursuant

to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as

amended.

 

     SECTION 6.  Quorum at Stockholders' Meetings.  At any meeting of the

stockholders, a majority in interest of the capital stock issued and

outstanding and entitled to vote thereat represented by stockholders of record

in person or by proxy, shall constitute a quorum, but if a quorum is not

present, a majority in interest of those present may adjourn any meeting from

time to time.  When a quorum is present at any meeting, a majority of the

number of shares of stock entitled to vote represented thereat shall decide any

questions brought before such meeting unless the question is one upon which by

express provision of law or of the Corporation's Restated Certificate of

Incorporation or these Bylaws a larger or different vote is required, in which

case such express provision shall govern.

 

     SECTION 7.  Proxy and Voting.  The term "Certificate" whenever used in

these Bylaws shall be deemed to refer to the Restated Certificate of

Incorporation of the Corporation as from time to time amended.  Subject to the

provisions of Section 3 of Article VIII hereof, the holders of record of the

capital stock of the Corporation shall be entitled to one vote for each share

thereof so held by them of record.  Shares of its own capital stock belonging

to the Corporation shall not be voted, directly or indirectly.  Stockholders of

record entitled to vote may vote at any meeting either in person or by proxy in

writing, which shall be filed with the Secretary of the meeting before being

voted.  Such proxies shall entitle the holders thereof to vote at any

adjournment of such meeting.  Stockholders entitled to vote may also be

represented by a general power of attorney produced at any meeting until it is

revoked.  No proxy or power of attorney shall be voted after three years from

its date, unless said proxy or power of attorney provides for a longer period.

 

     SECTION 8.  List of Stockholders.  It shall be the duty of the Secretary

or other officer who shall have charge of the stock ledger of the Corporation

to prepare and make, at least ten (10) days before every meeting of

stockholders, a complete list of the stockholders entitled to vote at such

meeting, arranged in alphabetical order, and showing the address of each

stockholder and the number of shares registered in the name of each

stockholder.  Such list shall be open at the Corporation's office or at a place

within the city where the meeting is to be held, as specified in the notice of

the meeting for such ten (10) day period, to the examination of any stockholder

for any purpose germane to the meeting, during ordinary business hours.  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 may

be present.  The original or duplicate stock ledger shall be the only evidence

as to the stockholders entitled to examine such list or the books of the

Corporation, or to vote in person or by proxy at such meeting.

 

     SECTION 9.  Consent of Stockholders in Lieu of Meeting.

 

     (a)  Any action required to be taken at any annual or special meeting of

stockholders of the Corporation, or any action which may be taken at any annual

or special meeting of the stockholders, may be taken without a meeting, without

prior notice and without a vote, if a consent or consents in writing, setting

forth the action so taken, shall be signed by the holders of outstanding stock

having not less than the minimum number of votes that would be necessary to

authorize or take such action at a meeting at which all shares entitled to vote

thereon were present and voted and shall be delivered to the Corporation by

delivery to its registered office in Delaware, its principal place of business,

or an officer or agent of the Corporation having custody of the book in which

proceedings of meetings of stockholders are recorded.  Delivery made to the

Corporation's registered office shall be made by hand or by certified or

registered mail, return receipt requested.

 

     (b)  Every written consent shall bear the date of the signature of each

stockholder who signs the consent and no written consent shall be effective to

take the corporate action referred to therein unless, within sixty (60) days of

the date the earliest dated consent is delivered to the Corporation, a written

consent or consents signed by a sufficient number of holders to take action are

delivered to the Corporation in the manner prescribed in paragraph (e) of this

Section.

 

     (c)  In order that the Corporation may determine the stockholders entitled

to consent to corporate action in writing without a meeting, the Board of

Directors may fix a record date, which record date shall not precede the date

upon which the resolution fixing the record date is adopted by the Board of

Directors, and which date shall not be more than ten (10) days after the date

upon which the resolution fixing the record date is adopted by the Board of

Directors.  Any stockholder of record seeking to have the stockholders

authorize or take corporate action by written consent shall, by written notice

to the Secretary, request the Board of Directors to fix a record date.  The

Board of Directors shall promptly, but in all events within ten (10) days after

the date on which such a request is received, adopt a resolution fixing the

record date.  If no record date has been fixed by the Board of Directors within

ten (10) days of the date on which such a request is received, 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 applicable 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 in accordance with paragraphs (a) and (b) of this Section.  If no

record date has been fixed by the Board of Directors and prior action by the

Board of Directors is required by applicable law, the record date for

determining stockholders entitled to consent to corporate action in writing

without a meeting shall be at the close of business on the date on which the

Board of Directors adopts the resolution taking such prior action.

 

     (d)  Within five (5) business days after receipt of the earliest dated

consent delivered to the Corporation in the manner provided in this Section,

the Corporation shall retain nationally recognized independent inspectors of

election for the purpose of performing a ministerial review of the validity of

consents and any revocations thereof.  The cost of retaining inspectors of

election shall be borne by the Corporation.

 

     (e)  At any time that stockholders soliciting consents in writing to

corporate action have a good faith belief that the requisite number of valid

and unrevoked consents to authorize or take the action specified has been

received by them, the consents shall be delivered by the soliciting

stockholders to the Corporation's registered office in the State of Delaware or

principal place of business or to the Secretary of the Corporation, together

with a certificate stating their belief that the requisite number of valid and

unrevoked consents has been received as of a specific date, which date shall be

identified in the certificate.  In the event that delivery is made to the

Corporation's registered office in Delaware, such delivery shall be made by

hand or by certified or registered mail, return receipt requested.  Upon

receipt of such consents, the Corporation shall cause the consents to be

delivered promptly to the inspectors of election.  The Corporation also shall

deliver promptly to the inspectors of election any revocations of consents in

its possession, custody or control as of the time of receipt of the consents.

 

     (f)  As promptly as practicable after the consents and revocations are

received by them, the inspectors of election shall issue a preliminary report

to the Corporation and the soliciting stockholders stating:  (i) the number of

shares represented by valid and unrevoked consents; (ii) the number of shares

represented by valid revocations, (iii) the number of shares represented by

invalid consents; (iv) the number of shares represented by invalid revocations;

(v) the number of shares entitled to submit consents as of the record date; and

(vi) whether, based on their preliminary count, the requisite number of valid

and unrevoked consents has been obtained to authorize or take the action

specified in the consents.  Unless the Corporation and the soliciting

stockholders agree to a shorter or longer period, the Corporation and the

soliciting stockholders shall have five (5) days to review the consents and

revocations and to advise the inspectors and the opposing party in writing as

to whether they intend to challenge the preliminary report.  If no timely

written notice of an intention to challenge the preliminary report is received,

the inspectors shall certify the preliminary report (as corrected or modified

by virtue of the detection by the inspectors of clerical errors) as their final

report and deliver it to the Corporation and the soliciting stockholders.  If

the Corporation or the soliciting stockholders give written notice of an

intention to challenge the preliminary report, a challenge session shall be

scheduled by the inspectors as promptly as practicable.  A transcript of the

challenge session shall be recorded by a certified court reporter.  Following

completion of the challenge session, the inspectors shall issue as promptly as

practicable their final report and deliver it to the Corporation and the

soliciting stockholders.  A copy of the final report shall be included in the

book in which the proceedings of meetings of stockholders are recorded.

 

     (g)  The Corporation shall give prompt notice to the stockholders of the

results of any consent solicitation or the taking of corporate action without a

meeting by less than unanimous written consent.

 

     (h)  This Section shall in no way impair or diminish the right of any

stockholder or director, or any officer whose title to office is contested, to

contest the validity of any consent or revocation thereof, or to take any other

action with respect thereto.

 

                                   ARTICLE II

                              Board of Directors

 

     SECTION 1.  Number, Election, Qualification and Term of Office.  Pursuant

to the provisions of Article Ninth of the Certificate, Directors shall be

chosen by plurality vote of the stockholders entitled to vote at appropriate

annual or special meetings of the Stockholders.  The maximum number of

Directors which shall constitute the entire Board of the Corporation shall be

seven (7), with the exact number of Directors to be established by resolution

of the Board of Directors from time to time.  The maximum number of Directors

on the Board of Directors may be increased or decreased at any time by

amendment of these Bylaws, subject to the provisions of the Certificate.

Except as provided elsewhere in these Bylaws, Directors shall hold office until

the next annual meeting of Stockholders after their election and until their

successors are elected and qualified.  No decrease in the number of Directors

shall have the effect of shortening the term of an incumbent Director.

 

     SECTION 2.  Powers.  The business of the Corporation shall be managed by

the Board of Directors except as otherwise provided by the laws of the State of

Delaware, the Certificate or these Bylaws.  In the management and control of

the property, business and affairs of the Corporation, the Board of Directors

is hereby vested with all the powers possessed by the Corporation itself so far

as this delegation of authority is not inconsistent with the laws of the State

of Delaware, the Certificate or these Bylaws.  The Board of Directors, subject

to any restrictions contained in the Certificate, shall have the power to

declare and pay dividends upon the shares of its capital stock as provided by

the laws of the State of Delaware.  The Board of Directors shall have authority

from time to time to set apart out of any of the funds of the Corporation

available for dividends a reserve or reserves as working capital or for any

proper purpose or reserves, as the Board may deem to be in the interests of the

Corporation; and the Board shall likewise have power to determine in its

discretion what part of the assets of the Corporation available for dividends

in excess of such reserve or reserves, if any, shall be declared in dividends

and paid to the stockholders of the Corporation.

 

     SECTION 3.  Directors' Meetings.  Regular meetings of the Board of

Directors shall be held at such places within or outside of the State of

Delaware and at such times as the Board by resolution may determine from time

to time, and if so determined, no notice thereof need be given and any and all

business may be transacted thereat.  Special meetings of the Board of Directors

may be held at any time or place, either within or outside of the State of

Delaware, whenever called by the Chairman of the Board of Directors, the

President, a Vice President, the Secretary, an Assistant Secretary, or any

Director, notice thereof being given to each Director by the Secretary or an

Assistant Secretary, or the officer calling the meeting, or at any time without

notice, provided all the Directors are present, or those not present shall at

any time before or after the meeting waive or have waived notice thereof in

writing.  Notice of special meetings, stating the time and place thereof, shall

be given by mailing the same addressed to each Director at his residence or

business address on or before the fourth day before the day of the meeting, or

by delivering or telephoning the same to him personally or telegraphing or

telecopying (receipt confirmed) the same to him at his residence or business

address, on or before the second day before the day of the meeting.  Such

special meetings shall be held at such times and places as the notice or waiver

thereof shall specify.  Except as otherwise specifically provided in these

Bylaws, no notice of the purposes of any special meeting of the Board of

Directors need be given, and unless otherwise indicated in the notice thereof,

any and all business may be transacted at a special meeting.

 

     SECTION 4.  Chairman of the Board of Directors.  The Chairman of the Board

of Directors may, but need not, be a stockholder of the Corporation but shall

be chosen from among the Directors of the Corporation and shall, when present,

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

Executive Committee.  He may call meetings of the Board of Directors and of any

committee whenever he deems it necessary.

 

     SECTION 5.  Quorum at Directors' Meetings.  One-third of the total number

of members of the Board of Directors as constituted from time to time, but not

less than two, shall constitute a quorum for the transaction of business, but

if a quorum shall not be present, a majority of those present may adjourn any

meeting from time to time and the meeting may be held as adjourned without

further notice or waiver.  A majority of the members present at any meeting at

which a quorum is present may decide any question brought before such meeting,

except as otherwise provided by the laws of the State of Delaware, the

Certificate or these Bylaws.  Members of the Board, or any committee designated

by the Board, may participate in a meeting of the Board, or committee, by means

of conference telephone or similar communications equipment, by means of which

all persons participating in the meeting can hear each other, and such

participation shall constitute presence in person at such meeting.

 

     SECTION 6.  Unanimous 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

consent thereto in writing, and such writing is filed with the minutes of

proceedings of the Board or committee.

 

     SECTION 7.  Compensation of Directors.  Directors shall not receive any

stated salary for their services as Directors, but by resolution of the Board

there may be established a fixed annual retainer plus a fee for attendance at

each Directors' meeting and, if held during a separate 24-hour period, a fee

for attendance at each meeting of a Committee of the Board; provided, however,

that Directors who are also officers of the Corporation are not entitled to any

compensation for their services as Directors.  All Directors, including

Directors who are also officers of the Corporation, shall be entitled to

reimbursement for all expenses necessarily incurred in attending meetings of

the Board.

 

     SECTION 8.  Interested Directors.  No contract or transaction between the

Corporation and one or more of the Directors or officers, or between the

Corporation and any other corporation, partnership, association, or other

organization in which one or more of the Directors or officers are directors or

officers, or have a financial interest, shall be void or voidable solely for

this reason, or solely because the Director or officer is present at or

participates in the meeting of the Board of Directors or committee thereof

which authorizes the contract or transaction, or solely because his or their

votes are counted for such purpose if (i) the material facts as to his or their

relationship or interest and as to the contract or transaction are disclosed or

are known to the Board of Directors or the committee, and the Board of

Directors or committee in good faith authorizes the contract or transaction by

the affirmative votes of a majority of the disinterested Directors, even though

the disinterested Directors be less than a quorum; or (ii) the material facts

as to his or their relationship or interest and as to the contract or

transaction are disclosed or are known to the stockholders entitled to vote

thereon, and the contract or transaction is specifically approved in good faith

by vote of the stockholders; or (iii) the contract or transaction is fair as to

the Corporation as of the time it is authorized, approved or ratified, by the

Board of Directors, a committee thereof or the stockholders.  Common or

interested directors may be counted in determining the presence of a quorum at

a meeting of the Board of Directors or of the committee which authorizes the

contract or transaction.

 

     SECTION 9.  Notice of Stockholder Nominees.  Only persons who are

nominated in accordance with the procedures set forth in this Section shall be

eligible for election as Directors.  Nominations of persons for election to the

Board of Directors of the Corporation may be made at a meeting of stockholders

by or at the direction of the Board of Directors by any nominating committee or

person appointed by the Board of Directors or by any stockholder of the

Corporation entitled to vote for the election of Directors at the meeting who

complies with the notice procedures set forth in this Section.  Such

nominations, other than those made by or at the direction of the Board of

Directors, shall be made pursuant to timely notice in writing to the Secretary

of the Corporation.  Such stockholder's notice shall set forth (a) as to each

person whom the stockholder proposes to nominate for election or re-election as

a Director, (i) the name, age, business address and residence address of such

person, (ii) the principal occupation or employment of such person, (iii) the

class and number of shares of the Corporation which are beneficially owned by

such person, and (iv) any other information relating to such person that is

required to be disclosed in solicitations of proxies for election of Directors,

or is otherwise required, in each case pursuant to Regulation 14A promulgated

under the Securities Exchange Act of 1934, as amended (including without

limitation such person's written consent to being named in the proxy statement

as a nominee and to serving as a Director if elected); and (b) as to the

stockholder giving the notice (i) the name and record address of such

stockholder, and (ii) the class and number of shares of the Corporation which

are beneficially owned by such stockholder.  No person shall be eligible for

election as a Director of the Corporation unless nominated in accordance with

the procedures set forth in this Section.  The Chairman of the meeting shall,

if the facts warrant, determine and declare to the meeting that a nomination

was not made in accordance with the procedures prescribed by the Bylaws, and if

he should so determine, he shall so declare to the meeting and the defective

nomination shall be disregarded.

 

     With respect to an election to be held at an annual meeting of

stockholders, to be timely, a stockholder's notice shall be delivered to or

mailed and received at the principal executive offices of the Corporation, not

less than ninety (90) days in advance of such meeting.  With respect to an

election to be held at a special meeting of stockholders for the election of

directors, stockholder's notice shall be given before the close of business on

the tenth day following the date on which notice of such meeting is first given

to stockholders.  For purposes of this Section, reference to a requirement to

deliver notice to the Corporation a set number of days in advance of an annual

meeting shall mean that such notice must be delivered such number of days in

advance of the first anniversary of the preceding year's annual meeting;

provided, however, that in the event that the date of the annual meeting is

advanced by more than 30 days or delayed more than 60 days from such

anniversary, notice by the stockholder to be timely must be so delivered not

later than the close of business on the later of the 60th day prior to such

annual meeting or the 10th day following the day on which notice of such

meeting is first given to stockholders.  For the purposes of this Section,

notice of an annual or special meeting shall be deemed to first be given to

stockholders when disclosure of such date is first made in a press release

reported by the Dow Jones News Services, Associated Press or comparable

national news service or in a document publicly filed by the Corporation with

the Securities and Exchange Commission pursuant to Sections 13, 14 and 15(d) of

the Securities Exchange Act of 1934, as amended.

 

                                   ARTICLE III

                         Executive and Other Committees

 

     The Board of Directors may, by resolution passed by a majority of the

whole Board, designate three or more of its members (with or without one or

more alternates) to constitute an Executive Committee, which Committee shall,

in the intervals between meetings of the Board, have and may exercise any or

all powers of the Board of Directors, in the management of the business and

affairs of the Corporation, except as otherwise provided in the laws of the

State of Delaware, and shall have power to authorize the seal of the

Corporation to be affixed to all papers which may require it.  A majority of

the members of the Executive Committee, as of the time constituted, shall be

necessary to constitute a quorum thereof, and the act of a majority of the

members of the Executive Committee who are present at any meeting thereof at

which a quorum is present shall be the act of the Executive Committee.  Any

person designated by the Executive Committee shall act as secretary of the

Committee.  The Executive Committee, except as provided otherwise herein or in

resolutions of the Board of Directors, shall fix the time and place of its

regular meetings and its own rules and procedures, keep a record of its acts

and proceedings, and report the same from time to time to the Board of

Directors.  Any vacancy in the Executive Committee shall be filled by vote of a

majority of the Directors at the time in office at a duly convened meeting of

the Board of Directors.  Special meetings of the Executive Committee may be

held at any time or place either within or outside of the State of Delaware,

whenever called by any member of the Committee, notice thereof being given to

each member and to each alternate, if any, by the Secretary, an Assistant

Secretary, or the member calling the meeting, or at any time without notice,

provided each member (or his alternate) is present, or those not present shall

at any time before or after the meeting waive or have waived notice thereof in

writing.  Notice of special meetings, stating the time and place thereof, shall

be given by mailing the same addressed to each member and to each alternate, if

any, at his residence or business address on or before the second day before

the day of the meeting, or by delivering or telephoning the same to him

personally or telegraphing or telecopying (receipt confirmed) the same to him

at his residence or business, on or before the day before the day of the

meeting.

 

     The Board of Directors, by resolution passed by a majority of the whole

Board, may appoint from their number other committees from time to time, the

number (not less than two) composing each of such committees and the powers

conferred upon the same to be determined by such resolution of the Board of

Directors.

 

                                   ARTICLE IV

                                   Officers

 

     SECTION 1.  Number and Election.  Subject to the provisions of Section 3

of this Article, the officers of the Corporation shall be a Chief Executive

Officer, a President, one or more Vice Presidents (one of whom may be

designated the Executive Vice President), a Secretary and a Chief Financial

Officer.  Such officers shall be chosen annually by the Board of Directors

after its election by the stockholders, and a meeting of the Board of Directors

may be held without notice for this purpose immediately after the annual

meeting of the stockholders or a special meeting of stockholders held in lieu

thereof, and at the same place.  Such officers shall hold office until their

successors are chosen and qualified, subject expressly, to the provisions of

Article V of these Bylaws.

 

     SECTION 2.  Eligibility of Officers.  The President may, but need not, be

a stockholder but shall be chosen from among the Directors of the Corporation.

Other officers of the Corporation may, but need not, be stockholders or

Directors of the Corporation.  Any two offices (but not more than two) may be

held by the same person provided the duties thereof can be consistently

performed by one individual.

 

     SECTION 3.  Additional Officers and Agents.  The Board of Directors, in

its discretion, may choose a Controller, one or more Assistant Vice Presidents,

Assistant Treasurers, or Assistant Secretaries, and such other officers or

agents as it may deem advisable, who shall have such powers and perform such

duties as provided in these Bylaws, or as the Chairman of the Board of

Directors or the President shall direct (subject to the provisions of Articles

IX and XIII hereof), but such powers and duties may from time to time be

increased or limited by the Board of Directors.  Unless otherwise provided by

resolutions of the Board of Directors, all officers and agents appointed

pursuant to this Section shall hold office at the pleasure of the Board.

 

     SECTION 4.  Office of the Chief Executive.  The Board of Directors shall

elect one or more of the officers of the Company to occupy the office of the

Chief Executive.  The officer or officers occupying the office of Chief

Executive shall be the Chief Executive Officers of the Company and, subject to

the provisions of Articles IX and XIII hereof, shall have all the powers and

perform all the duties commonly incident to this Office, and, subject to the

control of the Board of Directors, shall have the general management and

conduct responsibility of the affairs and business of the Company and each

shall act as co-chair of any annual or special meeting of the stockholders.

 

     SECTION 5.  President.  In the absence or disability of the Chairman of

the Board of Directors, the President may call meetings of the Board of

Directors and of any committee thereof whenever he deems it necessary.  Subject

to the provisions of Section 1 of Article VIII hereof, the President or any

Vice President, unless some other officer or person is thereunto specifically

authorized by the Board of Directors, shall sign all certificates of stock of

the Corporation.

 

     SECTION 6.  Vice Presidents.  Except as otherwise provided in Article IX

hereof, in the absence or disability of the Chairman of the Board of Directors

and the President, the Executive Vice President (if named by the Board of

Directors), the Vice Presidents in the order of their seniority established by

the Board of Directors, shall perform all the duties of the Chairman and of the

President, and, when so acting, shall have all the powers of the Chairman and

of the President, subject to all restrictions upon them, including, without

limitation, the provisions of Articles IX and XIII hereof.  The Vice Presidents

shall perform such other duties and have such other powers as the Board of

Directors shall designate from time to time.

 

     SECTION 7.  Secretary.  The Secretary shall keep accurate minutes of all

meetings of the stockholders and the Board of Directors and the Executive

Committee, if present at such meetings, and be responsible for the custody

thereof, shall perform all the duties commonly incident to this office, and

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

of Directors shall designate from time to time.  The Secretary shall have

custody of the corporate seal, shall attest such seal on all documents whose

execution under seal is duly authorized or required, and, subject to the

provisions of Section 1 of Article VIII hereof, shall have power, together with

the President or a Vice President, to sign certificates of stock of the

Corporation.  In the Secretary's absence at any meeting, an Assistant Secretary

or a Secretary pro tempore shall perform the Secretary's duties thereat.

 

     SECTION 8.  Chief Financial Officer.  The Vice President of Finance shall

be the Chief Financial Officer of the Corporation.  He shall have the care and

custody of moneys, funds, valuable papers and documents of the Corporation

(other than his own bond which shall be in the custody of the President) and,

subject expressly to the provisions of Article IX hereof, shall have and

exercise, under the supervision of the Board of Directors, all the powers and

duties commonly incident to his office and shall perform such other duties and

have such other powers as the Board of Directors shall designate from time to

time.  He shall also, if required by the Board of Directors, give bond in such

form and with such sureties as it may require.  He shall deposit all funds of

the Corporation in such bank or banks, trust company or trust companies or with

such firm or firms doing a banking business as the Board of Directors shall

designate.  He may endorse for deposit or collection and deposit all checks,

notes, drafts or other orders for the payment of money, payable to the

Corporation or to its order.  All property of the Corporation in his possession

shall be subject at all times to the inspection of any Director and subject to

control of the Board of Directors.  Subject to the provisions of Section 1 of

Article VIII hereof, he shall have power, together with the President or a Vice

President, to sign certificates of stock of the Corporation.  The Vice

President of Finance shall be subject in every way to the supervision and

control of the President.  In the event the Corporation shall not have a

Controller, the Vice President of Finance shall perform the duties of the

Controller as provided in Section 9 of this Article.

 

     SECTION 9.  Controller.  The Controller shall be the chief accounting and

auditing officer of the Corporation and as such shall be in charge of its

auditing department and financial statements.  He shall have general

supervision of the books of account of the Corporation, shall have and

exercise, under the direction of the Chief Financial Officer or the President

if the Chief Financial Officer is also the Controller, all the powers and

duties commonly incident to his office, and shall perform such other duties and

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

designate.

 

     SECTION 10.  Staff Auditors.  Staff Auditors (including staff accountants

functioning in an internal auditor capacity) shall be supervised by the Chief

Financial Officer.  If requested by the President, the Audit Committee of the

Board of Directors, or the Board of Directors, or at the initiation of a Staff

Auditor, a Staff Auditor shall report directly to the President, the Audit

Committee of the Board of Directors or the Board of Directors without the

necessity of reporting to the Chief Financial Officer.

 

     SECTION 11.  Assistant Vice Presidents.  Any Assistant Vice President

shall have such powers and perform such duties as the Board of Directors shall

from time to time designate or as the President shall direct.

 

     SECTION 12.  Assistant Secretaries and Assistant Treasurers.  Any

Assistant Secretary shall (subject to any limitation placed upon his powers and

duties by the Board of Directors) have all the powers and duties of the

Secretary, to be exercised as occasion may require.  He shall have such other

powers and perform such other duties as the Board of Directors shall from time

to time designate, or as the Chairman of the Board of Directors or the

President (subject to the limitations contained in Section 3 of this Article)

shall direct.

 

     Any Assistant Treasurer shall (subject to any limitation placed upon his

powers and duties by the Board of Directors) have all the powers and duties of

the Chief Financial Officer, to be exercised as occasion may require.  He shall

have such other powers and perform such other duties as the Board of Directors

shall from time to time designate, or as the Chairman of the Board of Directors

or the President (subject to the limitations contained in Section 3 of this

Article) shall direct.  If required by the Board of Directors, any Assistant

Treasurer shall give bond in such form and with such sureties as the Board of

Directors may require.

 

     SECTION 13.  Salaries.  Salaries of officers, agents and employees shall

be fixed from time to time by the Board of Directors.  Any employment contract,

whether for an officer, agent or employee, if expressly approved or

specifically authorized by the Board of Directors, may fix a term of employment

thereunder and any such contract, but only if so approved or authorized, shall

be valid and binding upon the Corporation in accordance with the terms thereof;

provided, however, that this provision shall not limit or restrict in any way

the right of the Corporation at any time in its discretion (which right is

hereby expressly reserved) to remove from office, discharge or terminate the

employment or otherwise dispense with the services of any such officer, agent

or employee, as hereinafter in these Bylaws provided, prior to the expiration

of the term of employment under any such contract; provided, further, that the

Corporation shall not thereby be relieved of any continuing liability for

salary or other compensation for which such contract provides.  The provisions

of this Section are subject to the provisions of Section 2 of Article II

hereof.

 

                                   ARTICLE V

                         Resignations and Removals

 

     SECTION 1.  Officers, Agents and Employees.  Any officer or agent of the

Corporation may resign at any time by giving written notice to the Board of

Directors, the Chairman of the Board of Directors, the President or the

Secretary of the Corporation; and any member of any committee may resign by

giving written notice either as aforesaid or to the committee of which he is a

member or to the chairman thereof.  Any such resignation shall take effect at

the time specified therein or, if not specified, upon receipt thereof; and,

unless otherwise specified therein, the acceptance of such resignation shall

not be necessary to make it effective.  The Board of Directors, by vote of not

less than a majority of the entire Board, or the stockholders if they so elect

at any meeting thereof called for the purpose, may at any time, with or without

cause, remove from office, discharge or terminate the employment of any

officer, agent, employee or member of any committee elected or appointed by it,

any committee or any officer.

 

     SECTION 2.  Directors.  Any Director of the Corporation may resign at any

time by giving written notice to the Board of Directors, the Chairman of the

Board of Directors, the President, or the Secretary of the Corporation.  Any

such resignation shall take effect at the time specified or, if the time is not

specified, upon receipt; and, unless otherwise specified, the acceptance of

such resignation shall not be necessary to make it effective.  The

stockholders, at any meeting called for the purpose, may remove any Director

from office with or without cause.  If any Director is removed by the

stockholders, the stockholders may, at the same meeting by plurality vote,

elect a successor Director for the remainder of the unexpired term of any

Director so removed.

 

                                   ARTICLE VI

                         Vacancies and Increase in Directors

 

     SECTION 1.  Officers or Agents.  If the office of any officer or agent

becomes vacant by reason of death, resignation, removal, disqualification or

otherwise, the Board of Directors may choose a successor or successors who

shall serve for the unexpired term (subject, however, to the provisions of

Article V hereof), or at the pleasure of the Board as it may determine.

 

     SECTION 2.  Directors.  Vacancies and newly created Directorships

resulting from an increase in the authorized number of Directors may be filled

by a majority of the Directors then in office, although less than a quorum.

Any Director or Directors chosen to fill any vacancy or any newly created

Directorship shall hold office until the next annual meeting of stockholders

after his or their appointment and until his or their successor or successors

shall be duly elected and qualified.

 

                                   ARTICLE VII

                              Waiver of Notice

 

     Whenever any notice whatsoever is required to be given by these Bylaws, or

the Certificate, or any of the laws of the State of Delaware, a waiver thereof

in writing signed by the person or persons entitled to said notice, whether

before or after the time stated therein, shall be deemed equivalent thereto.

The presence at any meeting of a person or persons entitled to notice thereof

shall be deemed a waiver of such notice as to such person or persons.

 

                                   ARTICLE VIII

                                   Capital Stock

 

     SECTION 1.  Certificates of Stock, Transfer Agents and Registrars.  Every

stockholder shall be entitled to a certificate or certificates of capital stock

of the Corporation in such form as may be prescribed by the Board of Directors,

duly numbered and setting forth the number and kind of shares.  Each

certificate shall be signed by the President or a Vice President and by the

Secretary or an Assistant Secretary, and may have affixed thereto an impression

of the corporate seal.  Before issue, a record of each certificate shall be

entered on the books of the Corporation.  The Board of Directors may also

appoint one or more Transfer Agents and/or Registrars for its stock of any

class or classes and for the transfer and registration of certificates

representing the same and may require stock certificates to be countersigned by

one or more of them.  If certificates of capital stock of the Corporation are

signed by a Transfer Agent or by a Registrar, the signatures thereon of the

President or a Vice President and of the Secretary or an Assistant Secretary of

the Corporation and the corporate seal may be facsimiles, engraved or printed.

Any provisions of these Bylaws with reference to the signing of stock

certificates shall include, in cases above-permitted, such facsimile

signatures.  If any officer or officers who shall have signed, or whose

facsimile signature or signatures shall have been used on, any such 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 shall have been delivered by the Corporation, such certificate or

certificates may nevertheless be adopted by the Corporation and be issued and

delivered as though the person or persons who signed such certificate or

certificates or whose facsimile signature or signatures shall have been used

thereon had not ceased to be such officer or officers of the Corporation.  The

Board of Directors may, from time to time, make such additional rules and

regulations as it may deem expedient concerning the issue, transfer and

registration of certificates for shares of stock of the Corporation.

    

     SECTION 2.  Transfers of Stock and Addresses of Stockholders.  Shares of

stock may be transferred by delivery of the certificate therefor accompanied

either by an assignment in writing on the back of the certificate or by a

written power of attorney to sell, assign and transfer the same on the books of

the Corporation, signed by the person appearing by the certificate to be the

owner of the shares represented thereby, and such shares of stock shall be

transferable on the books of the Corporation upon surrender thereof so assigned

or endorsed.  The person registered on the books of the Corporation as the

owner of any shares of stock shall exclusively be entitled as the owner of such

shares to receive dividends, to vote and to exercise all other rights and

privileges as such owner in respect thereof.  It shall be the duty of every

stockholder to notify the Corporation of his mailing address and of any changes

thereto.  The latest address furnished by each stockholder shall be entered on

the books of the Corporation, and the latest address appearing on such books

shall be conclusively deemed to be the mailing address and/or the last known

mailing address of such stockholder.  If any stockholder shall fail to notify

the Corporation of his mailing address, it shall be sufficient to send

corporate notices to such stockholder at the address, if any, understood by the

Secretary to be his mailing address.

 

     SECTION 3.  Transfer Books.  The Board of Directors shall have power to

close the stock transfer books of the Corporation for a period not exceeding

sixty (60) days preceding the date of any meeting of stockholders, the date for

payment of any dividend, the date for the allotment of rights, or the date when

any change or conversion or exchange of capital stock shall go into effect, or

for a period not exceeding sixty (60) days in connection with obtaining the

consent of the stockholders for any purpose; provided, however, that in lieu of

closing the stock transfer books as aforesaid, the Board of Directors may fix

in advance a date not exceeding sixty (60) days preceding the date of any

meeting of stockholders, the date for the payment of any dividend, the date for

the allotment of rights, the date when any change or conversion or exchange of

capital stock shall go into effect, or a date in connection with obtaining such

consent, as a record date for the determination of the stockholders entitled to

notice of, and to vote at, any such meeting and any adjournment thereof, to

receive payment of any such dividend, to any such allotment of rights, to

exercise the rights in respect of any such change, conversion or exchange of

capital stock, or to give such consent, and such stockholders and only such

stockholders as shall be stockholders of record on the date so fixed shall be

entitled to such notice of, and to vote at, such meeting and any adjournment

thereof, or to receive payment of such dividend, or to receive such allotment

of rights, or to exercise such rights, or to give such consent, as the case may

be, notwithstanding any transfer of any stock on the books of the Corporation

after such record date is fixed as aforesaid.  Except where the transfer books

of the Corporation shall have been closed or a date shall have been fixed as

the record date for the determination of the stockholders entitled to vote, as

hereinbefore provided, no share of stock shall be voted at any election for

Directors which shall have been transferred on the books of the Corporation

within twenty (20) days next preceding such election of Directors.

 

     SECTION 4.  Loss of Certificates.  In case of the loss, mutilation or

destruction of a certificate of stock, a duplicate certificate may be issued

upon such terms, consistent with Delaware General Corporate Law, as the Board

of Directors shall prescribe.

 

                                   ARTICLE IX

                         Contracts, Checks, Drafts, Etc.

 

     SECTION 1.  Contracts, Etc.  Except as otherwise prescribed in these

Bylaws, the Chairman of the Board of Directors, or the President, or a Vice

President shall sign, in the name and on behalf of the Corporation, all deeds,

bonds, contracts, mortgages and other instruments, the execution of which shall

be authorized by the Board of  Directors (subject to the restrictions contained

in Section 2 of Article II hereof), but the Board of Directors, subject to such

restrictions, may authorize any other officer or officers, agent or agents, in

the name and on behalf of the Corporation, to sign and execute any such deed,

bond, contract, mortgage or other instrument and such authority may be general

or confined to specific instances.  Except as so authorized by the Board of

Directors (and, if required by the provisions of Section 2 of Article II

hereof, by the stockholders), and except in the ordinary course of business, no

officer, agent or employee of the Corporation shall have power or authority to

bind the Corporation by any contract or engagement or to pledge, sell or

otherwise dispose of its credit or any of its property or to render it

pecuniarily liable for any purpose or in any amount in excess of $25,000.

 

     SECTION 2.  Checks, Drafts, Etc.  All checks, drafts, notes, bonds, bills

of exchange or other orders, instruments or obligations for the payment of

money shall be signed by the Chairman of the Board, President or Vice President

or such officer or officers, or agent or agents, as the Board of Directors

shall by resolution direct.  The Board of Directors may, in its discretion,

also provide by resolution for countersignature or registration of checks,

drafts, notes and/or bonds of the Corporation.

 

                                   ARTICLE X

                              Indemnification and Insurance

 

     SECTION 1.  Right to Indemnification.  The Corporation shall indemnify any

person who is or was a party (which shall include for purposes of this Article

X the giving of testimony or similar involvement) or is threatened to be made a

party to or is involved in any threatened, pending or completed action, suit or

proceeding whether civil, criminal, administrative, or investigative

(hereinafter a "proceeding") by reason of the fact that such person was or is

an "authorized representative" (as defined below) against expenses (which shall

include attorneys' fees), judgments, ERISA excise taxes or penalties, fines and

amounts paid in settlement actually and reasonably incurred by such person in

connection with such proceeding to the fullest extent permitted under the

Delaware General Corporation Law, 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 broader indemnification rights

than said law permitted the Corporation to provide prior to such amendment).

As used in this Article X, the term "authorized representative" shall mean a

Director, officer, employee or agent of the Corporation, or a person serving at

the request of the Corporation as a director, officer, employee, or agent of

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

including service with respect to employee benefit plans.

 

     SECTION 2.  Advancing Expenses.  Expenses incurred by a person in

defending a proceeding (including permissive and compulsory counterclaims and

affirmative defenses) brought by reason of the fact that such person is or was

an authorized representative shall be paid by the Corporation in advance of the

final disposition of such proceeding upon receipt of an undertaking by or on

behalf of such person to repay such amount if it shall be ultimately determined

that such person is not entitled to be indemnified under this Article X or

otherwise.  The Corporation shall advance all expenses which the person's

defense counsel certifies by an affidavit to the Corporation as being

reasonable and incurred in defending a proceeding.

 

     SECTION 3.  Right of Claimant to Bring Suit.  If a claim under Sections 1

or 2 of this Article X is not paid in full by the Corporation within thirty

(30) days after a written claim has been received by the Corporation, the

claimant may at any time thereafter bring suit against the Corporation to

recover the unpaid amount of the claim and, if successful in whole or part, the

claimant shall be entitled to be paid also the expense of prosecuting such

claim.  It shall be a defense to any such action (other than an action brought

to enforce a claim for expenses incurred in defending any proceeding in advance

of its final disposition where the required undertaking has been tendered to

the Corporation) that the claimant has not met the standards of conduct which

make it permissible under the Delaware General Corporation Law for the

Corporation to indemnify the claimant for the amount claimed, but the burden of

proving such defense shall be on the Corporation.

 

     SECTION 4.  Scope of Article.  The indemnification and advancement of

expenses authorized by this Article X shall (i) not be deemed exclusive of any

other rights to which those seeking indemnification and advancement of expenses

may be entitled under any statute, provision of the Certificate, agreement,

vote of stockholders or directors or otherwise, (ii) continue as to a person

who has ceased to be an authorized representative, and (iii) inure to the

benefit of the heirs, executors and administrators of an authorized

representative.

 

     SECTION 5.  Reliance on Provisions.  Each person who shall act as an

authorized representative of the Corporation shall be deemed to be doing so in

reliance upon the rights of indemnification and advancement of expenses

provided by this Article X, and the provisions of this Article X shall be

deemed a contract between the Corporation and the authorized representative.

Any repeal or modification of the provisions of this Article X shall not affect

any rights or obligations then existing.

 

     SECTION 6.  Insurance.  The Corporation may, but shall not be obligated

to, purchase and maintain insurance at its expense, to protect itself and any

person who is or was an authorized representative against any liability

asserted against him in such capacity or arising out of his status as such,

whether or not the Corporation would have the power to indemnify him against

such liability.

 

                                   ARTICLE XI

                                        Seal

 

     The seal of the Corporation shall contain the words "Kinark Corporation

Corporate Seal Delaware".

 

                                   ARTICLE XII

                         Offices and Books and Records

 

     The Corporation and its directors and stockholders shall have a registered

office in the City of Wilmington, Delaware, and may also have additional

offices within and/or outside of the State of Delaware, and unless otherwise

expressly required by the laws of the State of Delaware, the books and records

of the Corporation may be kept outside of the State of Delaware at such places

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

 

                                   ARTICLE XIII

               Voting of and Exercise of Control Through Stockholdings

 

     The Board of Directors (whose authorization in this connection shall be

necessary in all cases) may from time to time appoint an attorney or attorneys

or agent or agents of the Corporation, or may at any time or from time to time

authorize the Chairman of the Board of Directors, the President or any Vice

President to appoint an attorney or attorneys or agent or agents of the

Corporation, in the name and on behalf of the Corporation, to cast the votes

which the Corporation may be entitled to cast as a stockholder or otherwise in

any other corporation or association, any of whose stock or securities may be

held by the Corporation, at meetings of the holders of the stock or other

securities of such other corporations or associations, or to consent in writing

to any action by any such other corporation or association, and may instruct

the person or persons so appointed as to the manner of casting such votes or

giving such consent, and may from time to time authorize the execution and

delivery, on behalf of the Corporation and under its corporate seal, or

otherwise, of such written proxies, consents, waivers or other instruments as

may be deemed necessary or proper in the premises.

 

                                   ARTICLE XIV

                                   Amendments

 

     All bylaws of the Corporation shall be subject to alteration or repeal,

and new bylaws may be made, by the affirmative vote of the holders of record of

a majority of a quorum of the outstanding stock of the Corporation entitled to

vote, or by the affirmative vote of a majority of the whole Board of Directors

given at any meeting thereof, provided that notice of the proposed alteration

or repeal or of the proposed new bylaws be included in the notice of such

meeting or waiver thereof.

[As Filed: 05/13/1996]