BYLAWS OF

 

                                INTERACTIVE INC.

 

 

                                    ARTICLE I

 

                                  Stockholders

 

     Section  1.1.          Annual  Meetings.  An annual meeting of stockholders

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shall be held for the election of directors at such date, time and place, either

within  or  without the State of Delaware, as may be designated by resolution of

the  Board  of  Directors  from  time to time.  Any other proper business may be

transacted  at  the  annual  meeting.

 

     Section  1.2.          Special  Meetings.  Special meetings of stockholders

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for any purpose or purposes may be called at any time by the Board of Directors,

or  by  a  committee of the Board of Directors which has been duly designated by

the Board of Directors, and whose powers and authority, as expressly provided in

a resolution of the Board of Directors, include the power to call such meetings,

but  such  special  meetings  may  not be called by any other person or persons.

 

     Section  1.3.          Notice  of  Meetings.   Whenever   stockholders  are

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required  or  permitted to take any action at a meeting, a written notice of the

meeting  shall  be  given  which  shall  state  the  place, date and hour of the

meeting,  and,  in  the  case  of a special meeting, the purpose or purposes for

which  the  meeting  is  called.  Unless  otherwise provided by law, the written

notice  of any meeting shall be given not less than ten nor more than sixty days

before  the  date  of  the  meeting to each stockholder entitled to vote at such

meeting.  If  mailed,  such notice shall be deemed to be given when deposited in

the  mail,  postage  prepaid,  directed  to the stockholder at his address as it

appears  on  the  records  of  the  corporation.

 

     Section 1.4.          Adjournments.  Any meeting of stockholders, annual or

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special,  may  adjourn  from time to time to reconvene at the same or some other

place,  and  notice  need not be given of any such adjourned meeting if the time

and  place  thereof  are  announced  at  the meeting at which the adjournment is

taken.  At the adjourned meeting the corporation may transact any business which

might  have  been transacted at the original meeting.  If the adjournment is for

more  than  thirty  days, or if after the adjournment a new record date is fixed

for  the  adjourned meeting, a notice of the adjourned meeting shall be given to

each  stockholder  of  record  entitled  to  vote  at  the  meeting.

 

     Section  1.5.          Quorum.  At  each  meeting  of  stockholders, except

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where  otherwise  provided  by  law or the certificate of incorporation or these

bylaws,  the  holders of shares representing a majority of the votes entitled to

be  cast  by  the holders of the outstanding shares of stock entitled to vote at

the  meeting,  present in person or by proxy, shall constitute a quorum.  In the

absence  of a quorum, the stockholders so present may, by majority vote, adjourn

the  meeting  from  time  to time in the manner provided in Section 1.4 of these

bylaws  until  a  quorum shall attend.  Shares of its own stock belonging to the

corporation  or  to another corporation, if a majority of the shares entitled to

vote in the election of directors of such other corporation is held, directly or

indirectly, by the corporation, shall neither be entitled to vote nor be counted

for  quorum purposes;  provided, however, that the foregoing shall not limit the

right  of  the  corporation  to vote stock, including but not limited to its own

stock,  held  by  it  in  a  fiduciary  capacity.

 

 

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     Section  1.6.          Organization.  Meetings  of  stockholders  shall  be

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presided  over  by  the  Chairman of the Board, if any, or in his absence by the

Vice  Chairman  of  the Board, if any, or in his absence by the President, or in

his absence by a Vice President, or in the absence of the foregoing persons by a

chairman  designated  by  the  Board  of  Directors,  or  in the absence of such

designation  by  a  chairman  chosen at the meeting.  The Secretary shall act as

secretary  of  the  meeting,  but in his absence the chairman of the meeting may

appoint  any  person  to  act  as  secretary  of  the  meeting.

 

     Section 1.7.          Voting; Proxies.  Except as otherwise provided in the

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certificate of incorporation or any amendment thereto, each stockholder entitled

to  vote  at  any meeting of stockholders shall be entitled to one vote for each

share  of  stock held by him which has voting power upon the matter in question.

Each  stockholder  entitled  to  vote at a meeting of stockholders may authorize

another  person  or  persons to act for him 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.  A duly executed proxy shall be irrevocable if it states

that  it  is  irrevocable  and  if,  and  only as long as, it is coupled with an

interest  sufficient  in law to support an irrevocable power.  A stockholder may

revoke any proxy which is not irrevocable by attending the meeting and voting in

person  or by filing an instrument in writing revoking the proxy or another duly

executed  proxy  bearing  a  later  date  with the Secretary of the corporation.

Voting at meetings of stockholders need not be by written ballot and need not be

conducted  by inspectors unless the holders of shares representing a majority of

the  votes  entitled  to be cast by the holders of the outstanding shares of all

classes  of stock entitled to vote thereon present in person or by proxy at such

meeting shall so determine.  At all meetings of stockholders for the election of

directors a plurality of the votes cast shall be sufficient to elect.  All other

elections  and  questions  shall,  unless  otherwise  provided  by law or by the

certificate  of  incorporation or these bylaws, be decided by the vote of shares

representing  a  majority of the votes entitled to be cast by the holders of the

outstanding  shares  of  stock  entitled to vote thereon present in person or by

proxy  at  the  meeting.

 

     Section  1.8.          Fixing  Date  for  Determination  of Stockholders of

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Record.  In  order  that the corporation may determine the stockholders entitled

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to  notice  of  or  to  vote  at  any meeting of stockholders or any adjournment

thereof, or to express consent to corporate action in writing without a meeting,

or  entitled  to  receive  payment  of  any  dividend  or  other distribution or

allotment  of  any  rights, or entitled to exercise any rights in respect of any

change,  conversion  or exchange of stock or for the purpose of any other lawful

action,  the  Board of Directors may fix, in advance, a record date, which shall

not  be more than sixty nor less than ten days prior to any other action.  If no

record date is fixed:  (1) the record date for determining stockholders entitled

to  notice  of  or to vote at a meeting of stockholders shall be at the close of

business  on  the  day  next  preceding the day on which notice is given, or, if

notice  is waived, at the close of business on the day next preceding the day on

which  the meeting is held; and (2) the record date for determining stockholders

for  any other purpose shall be at the close of business on the day on which the

Board  of  Directors adopts the resolution relating thereto.  A determination of

stockholders  of  record  entitled  to  notice  of  or  to  vote at a meeting of

stockholders  shall  apply to any adjournment of the meeting; provided, however,

that the Board of Directors may fix a new record date for the adjourned meeting.

 

 

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     Section 1.9.          List of Stockholders Entitled to Vote.  The Secretary

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shall  prepare and make, at least ten days before every meeting of stockholders,

a complete list of the stockholders entitled to vote at the meeting, arranged in

alphabetical  order,  and showing the address of each stockholder and the number

of  shares  registered in the name of each stockholder.  Such list shall be open

to  the  examination of any stockholder, for any purpose germane to the meeting,

during  ordinary  business  hours,  for  a period at least ten 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.  Upon the

willful  neglect  or  refusal  of  the  directors  to produce such a list at any

meeting  for the election of directors, they shall be ineligible for election to

any  office  at such meeting.  The stock ledger shall be the only evidence as to

who  are  the  stockholders  entitled  to  examine the stock ledger, the list of

stockholders  or  the books of the corporation, or to vote in person or by proxy

at  any  meeting  of  stockholders.

 

     Section 1.10.          Action by Consent of Stockholders.  Unless otherwise

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restricted by the Certificate of Incorporation, any action required or permitted

to  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 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.  Prompt notice of the taking of

the  corporate  action  without a meeting by less than unanimous written consent

shall  be  given  to  those  stockholders  who  have  not  consented in writing.

 

 

                                   ARTICLE II

 

                               Board of Directors

 

     Section 2.1.          Number; Qualifications.  The Board of Directors shall

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consist of one or more members, the number thereof to be determined from time to

time  by  resolution  of  the  Board  of  Directors.   Directors   need  not  be

stockholders.

 

     Section 2.2.          Election; Resignation; Removal; Vacancies.  The Board

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of  Directors  shall  initially consist of the persons named as Directors by the

Incorporator,  and  each  Director  so elected shall hold office until the first

annual  meeting of stockholders or until his successor is elected and qualified.

At  the  first  annual  meeting  of  stockholders  and  at  each  annual meeting

thereafter,  the  stockholders  shall  elect  Directors  each of whom shall hold

office  for  a term of one year or until his successor is elected and qualified.

Any Director may resign at any time upon written notice to the corporation.  Any

vacancy  occurring  in  the  Board of Directors for any cause may be filled by a

majority  of  the  remaining  members  of  the Board of Directors, although such

majority is less than a quorum, or by a plurality of the votes cast at a meeting

of  stockholders,  and  each  Director  so  elected  shall hold office until the

expiration  of  the term of office of the Director whom he has replaced or until

his  successor  is  elected  and  qualified.

 

 

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     Section  2.3.          Regular  Meetings.  Regular meetings of the Board of

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Directors may be held at such places within or without the State of Delaware and

at  such times as the Board of Directors may from time to time determine, and if

so  determined  notices  thereof  need  not  be  given.

 

     Section  2.4.          Special  Meetings.  Special meetings of the Board of

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Directors  may  be  held  at  any  time  or place within or without the State of

Delaware whenever called by the President, any Vice President, the Secretary, or

by  any  member  of  the Board of Directors.  Reasonable notice thereof shall be

given  by  the  person or persons calling the meeting, not later than the second

day  before  the  date  of  the  special  meeting.

 

     Section  2.5.          Telephonic Meetings Permitted.  Members of the Board

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of  Directors,  or  any  committee designated by the Board, may participate in a

meeting  of  such 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 participation in a meeting pursuant to this

bylaw  shall  constitute  presence  in  person  at  such  meeting.

 

     Section  2.6          Quorum; Vote Required for Action.  At all meetings of

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the  Board  of Directors a majority of the whole Board shall constitute a quorum

for  the  transaction  of business.  Except in cases in which the certificate of

incorporation  or  these bylaws otherwise provide, the vote of a majority of the

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

the  Board  of  Directors.

 

     Section  2.7.          Organization.  Meetings  of  the  Board of Directors

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shall  be  presided over by the Chairman of the Board, if any, or in his absence

by  the  Vice Chairman of the Board, if any, or in his absence by the President,

or  in  their  absence by a chairman chosen at the meeting.  The Secretary shall

act  as secretary of the meeting, but in his absence the chairman of the meeting

may  appoint  any  person  to  act  as  secretary  of  the  meeting.

 

     Section  2.8.          Informal  Action  by  Directors.  Unless  otherwise

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restricted  by  the  certificate  of  incorporation  or these bylaws, 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 such 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 or

committee.

 

 

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                                   ARTICLE III

 

                                   Committees

 

     Section  3.1.          Committees.  The  Board  of  Directors  may,  by

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resolution  passed  by  a  majority  of  the  whole Board, designate one or more

committees,  each  committee  to  consist of one or more of the directors of the

corporation.  The Board may designate one or more directors as alternate members

of  any  committee,  who  may  replace  any absent or disqualified member at any

meeting of the committee.  In the absence or disqualification of a member of the

committee,  the  member  or  members  thereof  present  at  any  meeting and not

disqualified  from  voting,  whether  or not he or they constitute a quorum, may

unanimously  appoint  another  member  of  the  Board of Directors to act at the

meeting in place of any such absent or disqualified member.  Any such committee,

to  the  extent provided in the resolution of the Board of Directors, shall have

and  may  exercise all the powers and authority of the Board of Directors in the

management of the business and affairs of the corporation, and may authorize the

seal of the corporation to be affixed to all papers which may require it, but no

such  committee  shall  have the power or authority in reference to amending the

Certificate  of Incorporation (except that any such committee may, to the extent

authorized in the resolution or resolutions providing for the issuance of shares

of  Preferred Stock adopted by the Board of Directors pursuant to Article Fourth

of  the  Certificate  of  Incorporation, fix any of the preferences or rights of

such  shares relating to dividends, redemption, dissolution, any distribution of

the  assets  of  the corporation or the conversion into, or the exchange of such

shares for, shares of any other class or classes or any other series of the same

or  any  other  class  or  classes  of  stock  of  the corporation), adopting an

agreement  of  merger  or consolidation under Sections 251 or 252 of the General

Corporation  Law  of the State of Delaware, recommending to the stockholders the

sale,  lease  or  exchange  of  all  or  substantially  all of the corporation's

property  and  assets,  recommending  to  the  stockholders a dissolution of the

corporation  or  a  revocation  of  a dissolution, or amending these Bylaws; and

unless the resolution or the Certificate of Incorporation expressly so provides,

no  such  committee  shall have the power or authority to declare a dividend, to

authorize  the  issuance  of  stock,  or to adopt a certificate of ownership and

merger  pursuant  to  Section 253 of the General Corporation Law of the State of

Delaware.

 

     Section  3.2.          Committee  Rules.  Unless  the  Board  of  Directors

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otherwise  provides,  each committee designated by the Board may make, alter and

repeal rules for the conduct of its business.  In the absence of such rules each

committee  shall  conduct  its  business  in  the  same  manner  as the Board of

Directors  conducts  its  business  pursuant  to  Article  II  of  these Bylaws.

 

 

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                                   ARTICLE IV

 

                                    Officers

 

     Section 4.1.          Executive Officers; Election; Qualifications; Term of

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Office;  Resignation; Removal; Vacancies.  The Board of Directors shall choose a

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President  and  Secretary, and it may, if it so determines, choose a Chairman of

the Board and a Vice Chairman of the Board from among its members.  The Board of

Directors  may  also  choose  one or more Vice Presidents, one or more Assistant

Secretaries,  a  Treasurer  and  one  or  more  Assistant Treasurers.  Each such

officer  shall  hold  office  until  the first meeting of the Board of Directors

after  the  annual  meeting  of  stockholders next succeeding this election, and

until his successor is elected and qualified or until his earlier resignation or

removal.  Any  officer  may  resign  at  any  time  upon  written  notice to the

corporation.  The  Board  of  Directors  may  remove any officer with or without

cause  at  any  time,  but  such  removal  shall  be  without  prejudice  to the

contractual rights of such officer, if any, with the corporation.  Any number of

offices  may be held by the same person.  Any vacancy occurring in any office of

the  corporation  by  death, resignation, removal or otherwise may be filled for

the  unexpired  portion  of the term by the Board of Directors at any regular or

special  meeting.

 

     Section  4.2.          Powers  and  Duties   of  Executive  Officers.   The

                            --------------------------------------------

officers  of the corporation shall have such powers and duties in the management

of  the  corporation  as may be prescribed by the Board of Directors and, to the

extent  not  so  provided,  as  generally  pertain  to their respective offices,

subject  to  the  control of the Board of Directors.  The Board of Directors may

require  any  officer,  agent  or  employee  to  give  security for the faithful

performance  of  his  duties.

 

 

                                    ARTICLE V

 

                                      Stock

 

     Section  5.1.          Certificates.  Every   holder  of  stock  shall   be

                            ------------

entitled to have a certificate  signed by or in the name of the  corporation  by

the  Chairman  or Vice  Chairman  of the  Board  of  Directors,  if any,  or the

President or a Vice President,  and by the Treasurer or an Assistant  Treasurer,

or the Secretary or an Assistant Secretary,  of the corporation,  certifying the

number of shares owned by him in the  corporation.  Any of or all the signatures

on the certificate may be a facsimile.  In case any officer,  transfer agent, or

registrar  who has signed or whose  facsimile  signature  has been placed upon a

certificate  shall have ceased to be such officer,  transfer agent, or registrar

before such certificate is issued,  it may be issued by the corporation with the

same effect as if he were such officer, transfer agent, or registrar at the date

of issue. Records shall be kept of the amount of stock of the corporation issued

and outstanding,  the manner in which and the time when such stock was paid for,

the  respective  names,  alphabetically  arranged,  and  the  addresses,  of the

persons,  firms or  corporations  owning of  record  the  stock  represented  by

certificates  for stock of the  corporation,  the  number,  class and  series of

shares represented by such certificates, respectively, the time when each became

an owner of record thereof,  and the respective dates of such certificates,  and

in case of cancellation, the respective dates of cancellation. Every certificate

surrendered to the corporation for exchange or transfer shall be cancelled and a

new certificate or certificates shall not be issued in exchange for any existing

certificate until such existing  certificate shall have been so cancelled except

as provided in Section 5.2 of this Article V.l

 

 

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     Section  5.2.          Lost,  Stolen  or   Destroyed   Stock  Certificates;

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Issuance  of  New  Certificates.  The corporation may issue a new certificate of

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stock  in the place of any certificate theretofore issued by it, alleged to have

been lost, stolen or destroyed, and the corporation may require the owner of the

lost,  stolen or destroyed certificate, or his legal representative, to give the

corporation a bond sufficient to indemnify it against any claim that may be made

against  it  on  account  of  the alleged loss, theft or destruction of any such

certificate  or  the  issuance  of  such  new  certificate.

 

     Section  5.3.          Transfers of Stock.  Transfer of shares of the stock

                            ------------------

of  the  corporation  shall  be made only on the books of the corporation by the

registered  holder  thereof, or by his attorney thereunto authorized by power of

attorney  duly  executed  and filed with the Secretary, or with a transfer agent

appointed  as  in Section 5.4 of this Article IV provided, and upon surrender of

the certificate or certificates for such shares properly endorsed and payment of

all  taxes thereon.  The person in whose name shares of stock stand on the books

of the corporation shall be deemed the owner thereof for all purposes as regards

the  corporation.  Whenever  any transfer of shares shall be made for collateral

security  and  not  absolutely,  such fact shall be so expressed in the entry of

transfer  if,  when  the  certificate  of certificates shall be presented to the

corporation  for  transfer,  both  the transferor and the transferee request the

corporation  to  do  so.

 

     Section  5.4.          Regulations Concerning Transfer of Stock.  The Board

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of  Directors  may make such rules and regulations as it may deem expedient, not

inconsistent  with these Bylaws, concerning the issue, transfer and registration

of  certificates  for  stock  of  the  corporation.  The  Board of Directors may

appoint,  or  authorize any officer or officers to appoint, one or more transfer

agents and one or more registrars, and may require all certificates for stock to

bear  the  signature  or  signatures  of  any  of  them.

 

 

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                                   ARTICLE VI

 

                          Indemnification of Directors,

                         Officers, Employees and Agents

 

     Section  6.1.          Right  to  Indemnification.  The  corporation  shall

                            --------------------------

indemnify  and  hold harmless, to the fullest extent permitted by applicable law

as  it  presently  exists  or may hereafter be amended, any person who was or is

made or is threatened to be made a party or is otherwise involved in any action,

suit,  or  proceeding, whether civil, criminal, administrative, or investigative

(a  "proceeding")  by reason of the fact that he, or a person for whom he is the

legal  representative,  is  or was a director, officer, employee or agent of the

corporation  or  is  or  was  serving  at  the  request  of the corporation as a

director, officer, employee or agent of another corporation or of a partnership,

joint  venture,  trust,  enterprise or non-profit entity, including service with

respect  to  employee benefit plans, against all liability and loss suffered and

expenses  reasonably incurred by such person.  The corporation shall indemnify a

person  in  connection  with  a  proceeding initiated by such person only if the

proceeding  was  authorized  by  the  Board  of  Directors  of  the corporation.

 

     Section  6.2.          Prepayment  of  Expenses.  The corporation shall pay

                            ------------------------

the  expenses  incurred  in  defending  any  proceeding  in advance of its final

disposition,  provided,  however,  that  the  payment  of expenses incurred by a

              ------------------

director or officer in his capacity as a director or officer (except with regard

to service to an employee benefit plan or non-profit organization) in advance of

the  final  disposition  of the proceeding shall be made only upon receipt of an

undertaking  by  the  director  or  officer  to repay all amounts advanced if it

should  be  determined  that  the  director  or  officer  is  not entitled to be

indemnified  under  this  Article  VI  or  otherwise.

 

     Section  6.3          Claims.  If a claim for indemnification or payment of

                           ------

expenses under this Article VI is not paid in full within ninety (90) days after

a  written claim therefor has been received by the corporation, the claimant may

file  suit  to  recover  the  unpaid amount of such claims and, if successful in

whole  or  in part, shall be entitled to be paid the expense of prosecuting such

claim.  In any such action the corporation shall have the burden of proving that

the  claimant  was  not  entitled to the requested indemnification or payment of

expenses  under  applicable  law.

 

     Section  6.4          Non-Exclusivity  of  Rights.  The rights conferred on

                           ---------------------------

any person by this Article shall not be exclusive of any other rights which such

person  may  have  or  hereafter  acquire  under  any  statute, provision of the

Certificate  of  Incorporation, these Bylaws, agreement, vote of stockholders or

disinterested  directors  or  otherwise.

 

     Section  6.5.          Amendment  or Repeal.  Any repeal or modification of

                            --------------------

the foregoing provisions of this Article VI shall not adversely affect any right

or  protection  of a director, officer or employee of the corporation in respect

of  any  act  or  omission  occurring  prior  to  the  time  of  such  repeal or

modification.

 

 

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                                   ARTICLE VII

 

                                  Miscellaneous

 

     Section  7.1.          Fiscal  Year.  The  fiscal  year  of the corporation

                            ------------

shall  be  determined  by  resolution  of  the  Board  of  Directors.

 

     Section  7.2          Seal.  The  corporate seal shall have the name of the

                           ----

corporation  inscribed thereon and shall be in such form as may be approved from

time  to  time  by  the  Board  of  Directors.

 

     Section  7.3.          Waiver   of  Notice  of  Meetings  of  Stockholders,

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Directors  and  Committees.  Any  written waiver of notice, signed by the person

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entitled  to  notice,  whether before or after the time stated therein, shall be

deemed  equivalent  to  notice.  Attendance  of  a  person  at  a  meeting shall

constitute  a waiver of notice of such meeting, except when the person attends a

meeting  for  the express purpose of objecting, at the beginning of the meeting,

to the transaction of any business because the meeting is not lawfully called or

convened.  Neither  the  business  to  be  transacted at, nor the purpose of any

regular  or  special  meeting  of  the  stockholders, directors, or members of a

committee  of  directors  need  be  specified  in  any written waiver of notice.

 

     Section  7.4          Interested   Directors;   Quorum.   No   contract  or

                           ------------------------------

transaction  between  the  corporation  and  one  or  more  of  its directors or

officers,  or  between  the  corporation and any other corporation, partnership,

association,  or  other  organization  in  which one or more of its 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 or committee thereof

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

votes  are  counted  for  such  purpose,  if:  (1)  the material facts as to his

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 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  (2)  the  material  facts  as  to his

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  (3) 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  a  committee,  which  authorizes  the  contract  or  transaction.

 

     Section  7.5.          Form  of  Records.  Any  records  maintained  by the

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corporation  in  the regular course of its business, including its stock ledger,

books  of account, and minute books, may be kept on, or be in the form of, punch

cards,  magnetic  tape,  photographs, microphotographs, or any other information

storage  device, provided that the records so kept can be converted into clearly

legible  form  within  a  reasonable time.  The corporation shall so convert any

records  so  kept  upon  the request of any person entitled to inspect the same.

 

 

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<PAGE>

     Section  7.6.          Amendment of Bylaws.  These Bylaws may be altered or

                            -------------------

repealed,  and  new bylaws made, by the Board of Directors, but the stockholders

may  make  additional bylaws and may alter and repeal any bylaws whether adopted

by  them  or  otherwise.

 

     The  undersigned  Incorporator  certifies that he has adopted the foregoing

by-laws  as  the  first  by-laws  of  the  Corporation.

 

     Dated:

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AMENDMENT NO. 1 TO THE

BYLAWS OF

ARROWHEAD RESEARCH CORPORATION

(formerly InterActive, Inc.)

Article I, Sections 1.1 and 1.2 of the Bylaws of Arrowhead Research Corporation are hereby deleted in their entirety and replaced with the following:

“Section 1.1. Annual Meeting.

(a) General. The annual meeting of stockholders shall be held at the hour, date and place within or without the State of Delaware which is fixed by the Board of Directors, which time, date and place may subsequently be changed at any time by vote of the Board of Directors. If no annual meeting has been held for a period of thirteen (13) months after the corporation’s last annual meeting, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these bylaws or otherwise, all the force and effect of an annual meeting. Any and all references hereafter in these bylaws to an annual meeting or annual meetings also shall be deemed to refer to any special meeting(s) in lieu thereof.

(b) Notice of Stockholder Business and Nominations.

(1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be brought before an annual meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in this bylaw, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in this bylaw as to such nomination or business. For the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to bring nominations or business properly before an annual meeting (other than matters properly brought under Rule 14a-8 (or any successor rule) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and such stockholder must comply with the notice and other procedures set forth in Article I, Section 1.1(b)(2) and (3) of this bylaw to bring such nominations or business properly before an annual meeting. In addition to the other requirements set forth in this bylaw, for any proposal of business to be considered at an annual meeting, it must be a proper subject for action by stockholders of the corporation under Delaware law.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (ii) of Article I, Section 1.1(b)(1) of this bylaw, the stockholder must (i) have given Timely Notice (as defined below) thereof in writing to the Secretary of the corporation, (ii) have provided any updates or supplements to such notice at the times and in the forms required by this bylaw and (iii) together with the beneficial owner(s), if any, on whose behalf the nomination or business proposal is


made, have acted in accordance with the representations set forth in the Solicitation Statement (as defined below) required by this bylaw. To be timely, a stockholder’s written notice shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that in the event the annual meeting is first convened more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no annual meeting were held in the preceding year, notice by the stockholder to be timely must be received by the Secretary of the corporation not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made; provided, further, that for the 2010 annual meeting, notice by the stockholder to be timely must be received by the Secretary of the corporation not later than the tenth (10th) day following the day on which public announcement of the date of such meeting is first made (such notice within such time periods shall be referred to as “Timely Notice”). Such stockholder’s Timely Notice shall set forth:

(A) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest in such business of each Proposing Person (as defined below);

(C)(i) the name and address of the stockholder giving the notice, as they appear on the corporation’s books, and the names and addresses of the other Proposing Persons (if any) and (ii) as to each Proposing Person, the following information: (a) the class or series and number of all shares of capital stock of the corporation which are, directly or indirectly, owned beneficially or of record by such Proposing Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any class or series of capital stock of the corporation as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future, (b) all Synthetic Equity Interests (as defined below) in which such Proposing Person or any of its affiliates or associates, directly or indirectly, holds an interest including a description of the material terms of each such Synthetic Equity Interest, including without limitation, identification of the counterparty to each such Synthetic Equity Interest and disclosure, for each such Synthetic Equity Interest, as to (x) whether or not such Synthetic Equity Interest conveys any voting rights, directly or indirectly, in such shares to such Proposing Person, (y) whether or not such Synthetic Equity

 

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Interest is required to be, or is capable of being, settled through delivery of such shares and (z) whether or not such Proposing Person and/or, to the extent known, the counterparty to such Synthetic Equity Interest has entered into other transactions that hedge or mitigate the economic effect of such Synthetic Equity Interest, (c) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the corporation, (d) any rights to dividends or other distributions on the shares of any class or series of capital stock of the corporation, directly or indirectly, owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the corporation, and (e) any performance-related fees (other than an asset based fee) that such Proposing Person, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of the corporation or any Synthetic Equity Interests (the disclosures to be made pursuant to the foregoing clauses (a) through (e) are referred to, collectively, as “Material Ownership Interests”) and (iii) a description of the material terms of all agreements, arrangements or understandings (whether or not in writing) entered into by any Proposing Person or any of its affiliates or associates with any other person for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the corporation;

(D) (i) a description of all agreements, arrangements or understandings by and among any of the Proposing Persons, or by and among any Proposing Persons and any other person (including with any proposed nominee(s)), pertaining to the nomination(s) or other business proposed to be brought before the meeting of stockholders (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding), and (ii) identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to support such nominations or other business proposal(s), and to the extent known the class and number of all shares of the corporation’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and

(E) a statement whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all of the shares of capital stock of the corporation required under applicable law to approve the proposal or, in the case of a nomination or nominations, at least the percentage of voting power of all of the shares of capital stock of the corporation reasonably believed by such Proposing Person to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder (such statement, the “Solicitation Statement”).

For purposes of this Article I of these bylaws, the term “Proposing Person” shall mean the following persons: (i) the stockholder of record providing the notice of

 

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nominations or business proposed to be brought before a stockholders’ meeting, and (ii) the beneficial owner(s), if different, on whose behalf the nominations or business proposed to be brought before a stockholders’ meeting is made. For purposes of this Section 1.1 of Article I of these bylaws, the term “Synthetic Equity Interest” shall mean any transaction, agreement or arrangement (or series of transactions, agreements or arrangements), including, without limitation, any derivative, swap, hedge, repurchase or so-called “stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly: (a) give a person or entity economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of the corporation, in whole or in part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock of the corporation, (b) mitigate loss to, reduce the economic risk of or manage the risk of share price changes for, any person or entity with respect to any shares of any class or series of capital stock of the corporation, (c) otherwise provide in any manner the opportunity to profit or avoid a loss from any decrease in the value of any shares of any class or series of capital stock of the corporation, or (d) increase or decrease the voting power of any person or entity with respect to any shares of any class or series of capital stock of the corporation.

(3) A stockholder providing Timely Notice of nominations or business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information (including, without limitation, the Material Ownership Interests information) provided or required to be provided in such notice pursuant to this bylaw shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to such annual meeting, and such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the fifth (5th) business day after the record date for the annual meeting (in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the eighth (8th) business day prior to the date of the annual meeting (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting).

(4) Notwithstanding anything in the second sentence of Article I, Section 1.1(b)(2) of this bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least ten (10) days before the last day a stockholder may deliver a notice of nomination in accordance with the second sentence of Article I, Section 1.1(b)(2), a stockholder’s notice required by this bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the corporation.

 

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(c) Other.

(1) Only such persons who are nominated in accordance with the provisions of this bylaw shall be eligible for election and to serve as directors and only such business shall be conducted at an annual meeting as shall have been brought before the meeting in accordance with the provisions of this bylaw. The Board of Directors or a designated committee thereof shall have the power to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the provisions of this bylaw. If neither the Board of Directors nor such designated committee makes a determination as to whether any stockholder proposal or nomination was made in accordance with the provisions of this bylaw, the presiding officer of the annual meeting shall have the power and duty to determine whether the stockholder proposal or nomination was made in accordance with the provisions of this bylaw. If the Board of Directors or a designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal or nomination was not made in accordance with the provisions of this bylaw, such proposal or nomination shall be disregarded and shall not be presented for action at the annual meeting.

(2) Except as otherwise required by law, nothing in this Article I, Section 1.1 shall obligate the corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the corporation or the Board of Directors information with respect to any nominee for director or any other matter of business submitted by a stockholder.

(3) Notwithstanding the foregoing provisions of this Article I, Section 1.1, if the proposing stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting to present a nomination or any business, such nomination or business shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Article I, Section 1.1, to be considered a qualified representative of the proposing stockholder, a person must be authorized by a written instrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, to the presiding officer at the meeting of the stockholders.

(4) For purposes of this bylaw, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(5) Notwithstanding the foregoing provisions of this bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this bylaw. Nothing in this bylaw shall be deemed to affect any rights of (i) stockholders to have proposals included in the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor rule) under the Exchange Act and, to the extent required by such rule, have such proposals considered and voted on at an annual meeting or (ii) the holders of any series of Preferred Stock to elect directors under specified circumstances.

 

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Section 1.2. Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Preferred Stock, special meetings of the stockholders of the corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office. The Board of Directors may postpone or reschedule any previously scheduled special meeting of stockholders. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the corporation. Nominations of persons for election to the Board of Directors of the corporation and stockholder proposals of other business shall not be brought before a special meeting of stockholders to be considered by the stockholders unless such special meeting is held in lieu of an annual meeting of stockholders in accordance with Article I, Section 1.1(a) of these bylaws, in which case such special meeting in lieu thereof shall be deemed an annual meeting for purposes of these bylaws and the provisions of Article I, Section 1.1(b) of these bylaws shall govern such special meeting.”

Adopted and effective as of April 21, 2010.

 

[As Filed: 04-27-2010]