AMENDED AND RESTATED BY-LAWS

                                       OF

                            SOURCECORP, INCORPORATED

 

 

                                    ARTICLE I

                                  STOCKHOLDERS

 

     SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders of the

Corporation shall be held on such date, at such time and at such place within or

without the State of Delaware as may be designated by the Board of Directors,

for the purpose of electing Directors and for the transaction of such other

business as may be properly brought before the meeting.

 

     SECTION 2. SPECIAL MEETINGS. Except as otherwise provided in the

Certificate of Incorporation, a special meeting of the stockholders of the

Corporation may be called only by the Board of Directors, the Chairman of the

Board or the President. Any special meeting of the stockholders shall be held on

such date, at such time and at such place within or without the State of

Delaware as the Board of Directors or the officer calling the meeting may

designate. At a special meeting of the stockholders, no business shall be

transacted and no corporate action shall be taken other than that stated in the

notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even

though the meeting is held without notice.

 

     SECTION 3. NOTICE OF MEETINGS. Except as otherwise provided in these

By-Laws or by law, a written notice of each meeting of the stockholders shall be

given not less than ten (10) nor more than sixty (60) days before the date of

the meeting to each stockholder of the Corporation entitled to vote at such

meeting at his address as it appears on the records of the Corporation. The

notice shall state the place, date and hour of the meeting and, in the case of a

special meeting, the purpose or purposes for which the meeting is called.

 

     SECTION 4. QUORUM. At any meeting of the stockholders, the holders of a

majority in number of the total outstanding shares of stock of the Corporation

entitled to vote at such meeting, present in person or represented by proxy,

shall constitute a quorum of the stockholders for all purposes, unless the

representation of a larger number of shares shall be required by law, by the

Certificate of Incorporation or by these By-Laws, in which case the

representation of the number of shares so required shall constitute a quorum;

provided that at any meeting of the stockholders at which the holders of any

class of stock of the Corporation shall be entitled to vote separately as a

class, the holders of a majority in number of the total outstanding shares of

such class, present in person or represented by proxy, shall constitute a quorum

for purposes of such class vote unless the representation of a larger number of

shares of such class shall be required by law, by the Certificate of

Incorporation or by these By-Laws.

 

     SECTION 5. ADJOURNED MEETINGS. Whether or not a quorum shall be present in

person or represented at any meeting of the stockholders, the Chairman of the

meeting may adjourn the meeting from time to time. When a meeting is adjourned

to another time or place, notice need not be given of the adjourned meeting if

the time and place thereof are announced at

 

<PAGE>

the meeting at which the adjournment is taken. At the adjourned meeting the

stockholders, or the holder of any class of stock entitled to vote separately as

a class, as the case may be, may transact any business which might have been

transacted by them 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 adjourned meeting.

 

     SECTION 6. ORGANIZATION. The Chairman, the President or, in their absence,

any Vice President shall call all meetings of the stockholders to order, and

shall act as Chairman of such meetings. In the absence of the President and all

of the Vice Presidents, the holders of a majority in number of the shares of

stock of the Corporation present in person or represented by proxy and entitled

to vote at such meeting shall elect a Chairman.

 

     The Secretary of the Corporation shall act as Secretary of all meetings of

the stockholders; but in the absence of the Secretary, the Chairman may appoint

any person to act as Secretary of the meeting. It shall be the duty of the

Secretary to prepare and make, at least ten days before every meeting of

stockholders, a complete list of 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, 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, for the ten days next

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

germane to the meeting, during ordinary business hours, and shall be produced

and kept at the time and place of the meeting during the whole time thereof and

subject to the inspection of any stockholder who may be present.

 

     SECTION 7. VOTING. Except as otherwise provided in the Certificate of

Incorporation or by law, each stockholder shall be entitled to one vote for each

share of the capital stock of the Corporation registered in the name of such

stockholder upon the books of the Corporation. Each stockholder entitled to vote

at a meeting of stockholders or to express consent or dissent to corporate

action in writing without a meeting may authorize another person or persons to

act for him 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. When

directed by the presiding officer or upon the demand of any stockholder, the

vote upon any matter before a meeting of stockholders shall be by ballot. Except

as otherwise provided by law or by the Certificate of Incorporation, Directors

shall be elected by a plurality of the votes cast at a meeting of stockholders

by the stockholders entitled to vote in the election and, whenever any corporate

action, other than the election of Directors is to be taken, it shall be

authorized by a majority of the votes cast at a meeting of stockholders by the

stockholders entitled to vote thereon.

 

     Shares of the capital stock of the Corporation 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.

 

     SECTION 8. INSPECTORS. When required by law or directed by the presiding

officer or upon the demand of any stockholder entitled to vote, but not

otherwise, the polls shall be

 

                                       2

<PAGE>

opened and closed, the proxies and ballots shall be received and taken in

charge, and all questions touching the qualification of voters, the validity of

proxies and the acceptance or rejection of votes shall be decided at any meeting

of the stockholders by one or more inspectors who may be appointed by the Board

of Directors before the meeting, or if not so appointed, shall be appointed by

the presiding officer at the meeting. If any person so appointed fails to appear

or act, the vacancy may be filled by appointment in like manner.

 

     SECTION 9. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise

provided by law or in the Corporation's Certificate of Incorporation, any action

required or permitted to be taken at any annual or special meeting of

stockholders of the Corporation 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. 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 on

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 on

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, prior to soliciting any such consent from any stockholder of the

corporation, 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 resolution fixing a record date has been adopted by the board of directors

within ten (10) days after the date on which such a request is received, when no

prior action by the board of directors is required by applicable law for the

taking of the corporate action proposed to be taken, the record date in respect

thereof shall be the first date on which a signed written consent setting forth

the action taken or proposed to be taken is delivered to the corporation by

delivery to its registered office in the state of Delaware, its principal place

of business, or an officer or agent of the corporation having custody of the

book in which proceedings of stockholders meetings are recorded, to the

attention of the Secretary of the corporation. Delivery shall be by hand or by

certified or registered mail, return receipt requested. If no resolution fixing

a record date has been adopted by the board of directors and prior action by the

board of directors is required by applicable law for the taking of the corporate

action proposed to be taken, 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. Prompt notice of the taking of any

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

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

set forth in this Section 9 may not be repealed or amended in any respect or in

any manner, including by any merger or consolidation of the Corporation with any

other corporation, unless the surviving corporation's Certificate of

Incorporation or By-Laws contains a provision to the same effect as this

Section, except by the affirmative vote of the holders of not less than 66-2/3%

of the outstanding shares of common stock of the Corporation, subject to the

provisions of any series of preferred stock that may at the time be outstanding.

 

                                       3

<PAGE>

     SECTION 10. INFORMATION REGARDING ACTION BY WRITTEN CONSENT.

 

     (1) In addition to the requirements of any applicable statue, so long as

securities of the Corporation of any class are subject to the reporting

requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934,

whenever action is to be taken by the stockholders of the Corporation by written

consent without a meeting, a proxy statement or information statement disclosing

information (i) shall be submitted by the stockholders seeking to take action by

written consent without a meeting to the Secretary of the Corporation prior to

soliciting any consent from any stockholder of the Corporation and (ii) shall

contain the following information:

          (a) a brief description of the business proposed and/or persons

nominated, as applicable, and the reasons for proposing such business or making

such nomination;

          (b) the name and address, as they appear on the Corporation's books,

of the stockholders proposing such business or making such nomination, and the

name and address of the beneficial owner, if any, on whose behalf the proposal

is made;

          (c) the class and number of shares of the Corporation which are owned

beneficially and of record by such stockholders of record and by the beneficial

owners, if any, on whose behalf the proposal is made;

          (d) with respect to any nomination, (i) a description of all

arrangements and understandings (whether or not in writing) between the

stockholder and each nominee and any other person or persons (naming such person

or persons) pursuant to which the nomination or nominations are to be made, (ii)

the name, age, business address and residence address of such nominee, (iii) the

class and number of shares of capital stock of the Corporation owned

beneficially and of record by such nominee and (iv) the written consent of the

proposed nominee to being named in the solicitation material and to serving as a

director if elected;

          (e) a description of any negotiations, transactions or contacts during

the past two years between or among the stockholders of the Corporation or their

affiliates seeking to take action by written consent without a meeting and any

other person (including the identity of such other person) concerning any

take-over bid, tender offer, exchange offer, merger, consolidation, business

combination, recapitalization, restructuring, liquidation, dissolution,

distribution, stock purchase or other extraordinary transaction involving the

Corporation or any of its subsidiaries or the assets or securities of the

Corporation or any of its subsidiaries;

          (f) a description of any negotiations, transactions or contacts during

the past two years between or among the stockholders of the Corporation or their

affiliates seeking to take action by written consent without a meeting and any

other person (including the identity of such other person) concerning any

solicitation of proxies or consents from stockholders, any stockholder proposal,

the election, removal or appointment of directors or executive officers of the

Corporation or any of its subsidiaries or the policies, affairs or strategy of

the Corporation or any of its subsidiaries; and

          (g) such other information regarding each nominee or matter of

business to be proposed as would be required to be included in solicitations of

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

the Securities Exchange Act of 1934, as amended.

 

     (2) The stockholders seeking to take action by written consent without a

meeting shall deliver such proxy statement or information statement to all the

stockholders of the Corporation entitled to vote on or consent to such matter

not less than twenty (20) business days prior to the effectiveness of such

action and to the Secretary of the Corporation when requesting

 

                                       4

<PAGE>

the determination of the record date for such action pursuant to Section 9 of

Article I of these By-Laws.

 

     (3) The provisions set forth in this Section 10 may not be repealed or

amended in any respect or in any manner, including by any merger or

consolidation of the Corporation with any other corporation, unless the

surviving corporation's Certificate of Incorporation or By-Laws contains a

provision to the same effect as this Section, except by the affirmative vote of

the holders of not less than 66-2/3% of the outstanding shares of common stock

of the Corporation, subject to the provisions of any series of preferred stock

that may at the time be outstanding.

 

     SECTION 11. NOTICE OF STOCKHOLDER NOMINATIONS AND PROPOSED BUSINESS.

 

     (1) At any meeting of the stockholders, (i) nominations for the election of

directors and (ii) business to be brought before any such stockholders' meeting

may only be made or proposed (a) pursuant to the Corporation's notice of

meeting, (b) by or at the direction of the Board of Directors or (c) by any

stockholder of the Corporation who is a stockholder of record at the time of

giving of the notice provided for in this By-Law, who shall be entitled to vote

at such meeting and who complies with the notice procedures set forth in this

By-Law.

 

     (2) Any stockholder may nominate one or more persons for election as

directors at a stockholders' meeting or propose business to be brought before a

stockholders' meeting, or both, pursuant to clause (c) of paragraph 1 of this

By-Law, only if the stockholder has given timely notice thereof in proper

written form to the Secretary of the Corporation. To be timely, a stockholder's

notice must be delivered to or mailed and received at the principal executive

offices of the corporation not less than 90 days nor more than 120 days prior to

the stockholders' meeting; provided, however, that if less than 100 days' notice

or other prior public disclosure of the date of the meeting is given or made to

the stockholders, notice by the stockholder to be timely must be received no

later than the close of business on the 10th day following the earlier of the

day on which notice of the date of the meeting was mailed or other public

disclosure was made. To be in proper written form a stockholder's notice to the

Secretary shall set forth as to each matter the stockholder proposes to bring

before the meeting:

          (a) a brief description of the business proposed and/or persons

nominated, as applicable, and the reasons for proposing such business or making

such nomination;

          (b) the name and address, as they appear on the Corporation's books,

of the stockholder proposing such business or making such nomination, and the

name and address of the beneficial owner, if any, on whose behalf the proposal

is made;

          (c) the class and number of shares of the Corporation which are owned

beneficially and of record by such stockholder of record and by the beneficial

owner, if any, on whose behalf the proposal is made;

          (d) with respect to any nomination, (i) a description of all

arrangements and understandings (whether or not in writing) between the

stockholder and each nominee and any other person or persons (naming such person

or persons) pursuant to which the nomination or nominations are to be made, (ii)

the name, age, business address and residence address of such nominee, (iii) the

class and number of shares of capital stock of the Corporation owned

beneficially and of record by such nominee and (iv) the written consent of the

proposed nominee to being named in the solicitation material and to serving as a

director if elected;

 

                                       5

<PAGE>

          (e) a description of any negotiations, transactions or contacts during

the past two years between the stockholder or its affiliates and any other

person (including the identity of such other person) concerning any take-over

bid, tender offer, exchange offer, merger, consolidation, business combination,

recapitalization, restructuring, liquidation, dissolution, distribution, stock

purchase or other extraordinary transaction involving the Corporation or any of

its subsidiaries or the assets or securities of the Corporation or any of its

subsidiaries;

          (f) a description of any negotiations, transactions or contacts during

the past two years between the stockholder or its affiliates and any other

person (including the identity of such other person) concerning any solicitation

of proxies or consents from stockholders, any stockholder proposal, the

election, removal or appointment of directors or executive officers of the

Corporation or any of its subsidiaries or the policies, affairs or strategy of

the Corporation or any of its subsidiaries; and

          (g) such other information regarding each nominee or matter of

business to be proposed as would be required to be included in solicitations of

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

the Securities Exchange Act of 1934, as amended.

 

     (3) Notwithstanding anything in these By-Laws to the contrary, no business

shall be conducted at any stockholders' meeting and no stockholder may nominate

any person for election at any stockholders' meeting except in accordance with

the procedures set forth in this By-Law. The Chairman of the meeting shall, if

the facts warrant, determine and declare to the meeting that any proposed

business and/or any proposed nomination for election as director was not

properly brought or made before the meeting or made in accordance with the

procedures prescribed by these By-Laws, and if he should so determine, he shall

so declare to the meeting and any such proposed business or proposed nomination

for election as director not properly brought before the meeting or made shall

not be transacted or considered.

 

     (4) The provisions set forth in this Section 11 may not be repealed or

amended in any respect or in any manner, including by any merger or

consolidation of the Corporation with any other corporation, unless the

surviving corporation's Certificate of Incorporation or By-Laws contains a

provision to the same effect as this Section, except by the affirmative vote of

the holders of not less than 66-2/3% of the outstanding shares of common stock

of the Corporation, subject to the provisions of any series of preferred stock

that may at the time be outstanding.

 

 

                                   ARTICLE II

                               BOARD OF DIRECTORS

 

     SECTION 1. NUMBER AND TERM OF OFFICE. The business and affairs of the

Corporation shall be managed by or under the direction of a Board of Directors,

none of whom need be stockholders of the Corporation. The number of Directors

constituting the Board of Directors shall be fixed from time to time by

resolution passed by a majority of the Board of Directors. The Directors shall,

except as hereinafter otherwise provided for filling vacancies, be elected at

the annual meeting of stockholders, and shall hold office until their respective

successors are elected and qualified or until their earlier resignation or

removal.

 

                                       6

<PAGE>

     SECTION 2. REMOVAL, VACANCIES AND ADDITIONAL DIRECTORS. The stockholders

may, at any special meeting the notice of which shall state that it is called

for that purpose, remove, with or without cause, any Director and fill the

vacancy; provided that whenever any Director shall have been elected by the

holders of any class of stock of the Corporation voting separately as a class

under the provisions of the Certificate of Incorporation, such Director may be

removed and the vacancy filled only by the holders of that class of stock voting

separately as a class. Vacancies caused by any such removal and not filled by

the stockholders at the meeting at which such removal shall have been made, or

any vacancy caused by the death or resignation of any Director or for any other

reason, and any newly created directorship resulting from any increase in the

authorized number of Directors, may be filled by the affirmative vote of a

majority of the Directors then in office, although less than a quorum, and any

Director so elected to fill any such vacancy or newly created directorship shall

hold office until his successor is elected and qualified or until his earlier

resignation or removal.

 

     When one or more Directors shall resign effective at a future date, a

majority of the Directors then in office, including those who have so resigned,

shall have power to fill such vacancy or vacancies, the vote thereon to take

effect when such resignation or resignations shall become effective, and each

Director so chosen shall hold office as herein provided in connection with the

filling of other vacancies.

 

     SECTION 3. PLACE OF MEETING. The Board of Directors may hold its meetings

in such place or places in the State of Delaware or outside the State of

Delaware as the Board from time to time shall determine.

 

     SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors

shall be held at such times and places as the Board from time to time by

resolution shall determine. No notice shall be required for any regular meeting

of the Board of Directors; but a copy of every resolution fixing or changing the

time or place of regular meetings shall be mailed to every Director at least

five days before the first meeting held in pursuance thereof.

 

     SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors

shall be held whenever called by direction of the President, the Chairman of the

Board or by any two of the Directors then in office.

 

     Notice of the day, hour and place of holding of each special meeting shall

be given by mailing the same at least two days before the meeting or by causing

the same to be transmitted by telegraph, cable or wireless at least one day

before the meeting to each Director. Unless otherwise indicated in the notice

thereof, any and all business other than an amendment of these By-Laws may be

transacted at any special meeting, and an amendment of these By-Laws may be

acted upon if the notice of the meeting shall have stated that the amendment of

these By-Laws is one of the purposes of the meeting. At any meeting at which

every Director shall be present, even though without any notice, any business

may be transacted, including the amendment of these By-Laws.

 

     SECTION 6. QUORUM. Subject to the provisions of Section 2 of this Article

II, a majority of the members of the Board of Directors in office (but in no

case less than one-third of the total number of Directors nor less than two

Directors) shall constitute a quorum for the

 

                                       7

<PAGE>

transaction of business and the vote of the majority of the Directors present at

any meeting of the Board of Directors at which a quorum is present shall be the

act of the Board of Directors. If at any meeting of the Board there is less than

a quorum present, a majority of those present may adjourn the meeting from time

to time.

 

     SECTION 7. ORGANIZATION. The Chairman of the Board shall preside at all

meetings of the Board of Directors. In the absence of the Chairman, an acting

Chairman shall be elected from the Directors present to preside at such meeting.

The Secretary of the Corporation shall act as Secretary of all meetings of the

Directors; but in the absence of the Secretary, the Chairman may appoint any

person to act as Secretary of the meeting.

 

     SECTION 8. COMMITTEES. The Board of Directors may, by 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 of disqualification of a member of a committee, the member or

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

or not he or they constitute a quorum, may unanimously appoint another member of

the Board of Directors to act at the meeting in the place of any such absent or

disqualified member. Any such committee, to the extent provided by resolution

passed by a majority of the whole Board, 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, adopting an agreement of merger or consolidation, 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 By-Laws; and unless such resolution, these By-Laws, or the Certificate of

Incorporation expressly so provide, no such committee shall have the power or

authority to declare a dividend or to authorize the issuance of stock.

 

     SECTION 9. CONFERENCE TELEPHONE MEETINGS. Unless otherwise restricted by

the Certificate of Incorporation or by these By-Laws, the members of the Board

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

meeting of the Board of such committee, as the case may be, 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 10. CONSENT OF DIRECTORS OR COMMITTEE IN LIEU OF MEETING. Unless

otherwise restricted by the Certificate of Incorporation or by these By-Laws,

any action required or permitted to be taken at any meeting of the Board of

Directors, or any committee thereof, may be taken without a meeting if all

members of the Board or committee, as the case may be, consent thereto in

writing and the writing or writings are filed with the minutes of proceedings of

the Board or committee, as the case may be.

 

                                       8

<PAGE>

                                   ARTICLE III

                                    OFFICERS

 

     SECTION 1. OFFICERS. The officers of the Corporation may be a President,

one or more Vice Presidents, a Secretary and a Treasurer, and such additional

officers, if any, as shall be elected by the Board of Directors pursuant to the

provisions of Section 6 of this Article III. The President, one or more Vice

Presidents, the Secretary and the Treasurer shall be elected by the Board of

Directors at its first meeting after each annual meeting of the stockholders.

The failure to hold such election shall not of itself terminate the term of

office of any officer. All officers shall hold office at the pleasure of the

Board of Directors. Any officer may resign at any time upon written notice to

the Corporation. Officers may, but need not, be Directors. Any number of offices

may be held by the same person.

 

     All officers, agents and employees shall be subject to removal, with or

without cause, at any time by the Board of Directors. The removal of an officer

without cause shall be without prejudice to his contract rights, if any. The

election or appointment of an officer shall not of itself create contract

rights. All agents and employees other than officers elected by the Board of

Directors shall also be subject to removal, with or without cause, at any time

by the officers appointing them.

 

     Any vacancy caused by the death of any officer, his resignation, his

removal, or otherwise, may be filled by the Board of Directors, and any officer

so elected shall hold office at the pleasure of the Board of Directors.

 

     In addition to the powers and duties of the officers of the Corporation as

set forth in these By-Laws, the officers shall have such authority and shall

perform such duties as from time to time may be determined by the Board of

Directors.

 

     SECTION 2. POWERS AND DUTIES OF THE PRESIDENT. The President shall be the

chief executive officer of the Corporation and, subject to the control of the

Board of Directors, shall have general charge and control of all its business

and affairs and shall have all powers and shall perform all duties incident to

the office of President. He shall preside at all meetings of the stockholders

and at all meetings of the Board of Directors and shall have such other powers

and perform such other duties as may from time to time be assigned to him by

these By-Laws or by the Board of Directors.

 

     SECTION 3. POWERS AND DUTIES OF THE VICE PRESIDENTS. Each Vice President

shall have all powers and shall perform all duties incident to the office of

Vice President and shall have such other powers and perform such other duties as

may from time to time be assigned to him by these By-Laws or by the Board of

Directors or the President.

 

     SECTION 4. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall keep the

minutes of all meetings of the Board of Directors and the minutes of all

meetings of the stockholders in books provided for that purpose; he shall attend

to the giving or serving of all notices of the Corporation; he shall have

custody of the corporate seal of the Corporation and shall affix the same to

such documents and other papers as the Board of Directors or the President shall

authorize and direct; he shall have charge of the stock certificate books,

transfer books and stock ledgers and such other books and papers as the Board of

Directors or the President shall direct, all of which shall at all reasonable

times be open to the examination of any

 

                                       9

<PAGE>

Director, upon application, at the office of the Corporation during business

hours; and he shall have all powers and shall perform all duties incident to the

office of Secretary and shall also have such other powers and shall perform such

other duties as may from time to time be assigned to him by these By-Laws or by

the Board of Directors or the President.

 

     SECTION 5. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall have

custody of, and when proper shall pay out, disburse or otherwise dispose of, all

funds and securities of the Corporation which may have come into his hands; he

may endorse on behalf of the Corporation for collection checks, notes and other

obligations and shall deposit the same to the credit of the Corporation in such

bank or banks or depositary or depositaries as the Board of Directors may

designate; he shall sign all receipts and vouchers for payments made to the

Corporation; he shall enter or cause to be entered regularly in the books of the

Corporation kept for the purpose full and accurate accounts of all moneys

received or paid or otherwise disposed of by him and whenever required by the

Board of Directors or the President shall render statements of such accounts; he

shall, at all reasonable times, exhibit his books and accounts to any Director

of the Corporation upon application at the office of the Corporation during

business hours; and he shall have all powers and shall perform all duties

incident of the office of Treasurer and shall also have such other powers and

shall perform such other duties as may from time to time be assigned to him by

these By-Laws or by the Board of directors or the President.

 

     SECTION 6. ADDITIONAL OFFICERS. The Board of Directors may from time to

time elect such other officers (who may but need not be Directors), including a

Controller, Assistant Treasurers, Assistant Secretaries and Assistant

Controllers, as the Board may deem advisable and such officers shall have such

authority and shall perform such duties as may from time to time be assigned to

them by the Board of Directors or the President.

 

     The Board of Directors may from time to time by resolution delegate to any

Assistant Treasurer or Assistant Treasurers any of the powers or duties herein

assigned to the Treasurer; and may similarly delegate to any Assistant Secretary

or Assistant Secretaries any of the powers or duties herein assigned to the

Secretary.

 

     SECTION 7. GIVING OF BOND BY OFFICERS. All officers of the Corporation, if

required to do so by the Board of Directors, shall furnish bonds to the

Corporation for the faithful performance of their duties, in such amounts and

with such conditions and security as the Board shall require.

 

     SECTION 8. VOTING UPON STOCKS. Unless otherwise ordered by the Board of

Directors, the President or any Vice President shall have full power and

authority on behalf of the Corporation to attend and to act and to vote, or in

the name of the Corporation to execute proxies to vote, at any meeting of

stockholders of any corporation in which the Corporation may hold stock, and at

any such meeting shall possess and may exercise, in person or by proxy, any and

all rights, powers and privileges incident to the ownership of such stock. The

Board of Directors may from time to time, by resolution, confer like powers upon

any other person or persons.

 

                                       10

<PAGE>

     SECTION 9. COMPENSATION OF OFFICERS. The officers of the Corporation shall

be entitled to receive such compensation for their services as shall from time

to time be determined by the Board of Directors.

 

 

                                   ARTICLE IV

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

     SECTION 1. NATURE OF INDEMNITY. The Corporation shall indemnify any person

who was or is a party or is threatened to be made a party to any threatened,

pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative, by reason of the fact that he is or was or has

agreed to become a Director or officer of the Corporation, or is or was serving

or has agreed to serve at the request to the Corporation as a director or

officer of another corporation, partnership, joint venture, trust or other

enterprise, or by reason of any action alleged to have been taken or omitted in

such capacity, and may indemnify any person who was or is a party or is

threatened to be made a party to such an action, suit or proceeding by reason of

the fact that he is or was or has agreed to become an employee or agent of the

Corporation, or is or was serving or has agreed to serve at the request of the

Corporation, as an employee or agent of another corporation, partnership, joint

venture, trust or other enterprise, against expenses (including attorneys'

fees), judgments, fines and amounts paid settlement actually and reasonably

incurred by him or on his behalf in connection with such action, suit or

proceeding and any appeal there from, if he acted in good faith and in a manner

he reasonably believed to be in or not opposed to the best interests of the

Corporation, and, with respect to any criminal action or proceeding had no

reasonable cause to believe his conduct was unlawful, except that in the case of

an action or suit by or in the right of the Corporation to procure a judgment in

its favor (1) such indemnification shall be limited to expenses (including

attorneys' fees) actually and reasonably incurred by such person in the defense

or settlement of such action or suit, and (2) no indemnification shall be made

in respect of any claim, issue or matter as to which such person shall have been

adjudged to be liable to the Corporation unless and only to the extent that the

Delaware Court of Chancery or the court in which such action or suit was brought

shall determine upon application that, despite the adjudication of liability but

in view of all the circumstances of the case, such person is fairly and

reasonably entitled to indemnity for such expenses which the Delaware Court of

Chancery or such other court shall deem proper.

 

     The termination of any action, suit or proceeding by judgment, order,

settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,

shall not, of itself, create a presumption that the person did not act in good

faith and in a manner which he reasonably believed to be in or not opposed to

the best interests of the Corporation, and, with respect to any criminal action

or proceeding, had reasonable cause to believe that his conduct was unlawful.

 

     SECTION 2. SUCCESSFUL DEFENSE. To the extent that a Director, officer,

employee or agent of the Corporation has been successful on the merits or

otherwise in defense of any action, suit or proceeding referred to in Section 1

of this Article IV or in defense of any claim, issue or matter therein, he shall

be indemnified against expenses (including attorneys' fees) actually and

reasonably incurred by him in connection therewith.

 

                                       11

<PAGE>

     SECTION 3. DETERMINATION THAT INDEMNIFICATION IS PROPER. Any

indemnification of a Director or officer of the Corporation under Section 1 of

this Article IV (unless ordered by a court) shall be made by the Corporation

unless a determination is made that indemnification of the Director or officer

is not proper in the circumstances because he has not met the applicable

standard of conduct set forth in Section 1. Any indemnification of an employee

or agent of the Corporation under Section 1 (unless ordered by a court) may be

made by the Corporation upon a determination that indemnification of the

employee or agent is proper in the circumstances because he has met the

applicable standard of conduct set forth in Section 1. Any such determination

shall be made (1) by the Board of Directors by a majority vote of a quorum

consisting of Directors who were not parties to such actions, suit or

proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a

quorum of disinterested Directors so directs, by independent legal counsel in a

written opinion, or (3) by the stockholders.

 

     SECTION 4. ADVANCE PAYMENT OF EXPENSES. Unless the Board of Directors

otherwise determines in a specific case, expenses incurred by a Director or

officer in defending a civil or criminal action, suit or proceeding shall be

paid by the Corporation in advance of the final disposition of such action, suit

or proceeding upon receipt of an undertaking by or on behalf of the Director or

officer to repay such amount if it shall ultimately be determined that he is not

entitled to be indemnified by the Corporation as authorized in this Article IV.

Such expenses incurred by other employees and agents may be so paid upon such

terms and conditions, if any, as the Board of Directors deems appropriate. The

Board of Directors may authorize the Corporation's legal counsel to represent

such Director, officer, employee or agent in any action, suit or proceeding,

whether or not the Corporation is a party to such action, suit or proceeding.

 

     SECTION 5. RECORD DATE.

 

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

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

thereof, 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 record date shall not be more than sixty

(60) nor less than ten (10) days before the date of such meeting. If no record

date is fixed by the Board of Directors, 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. 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; providing, however, that the board of

directors may fix a new record date for the adjourned meeting.

 

     (2) In order that the corporation may determine the stockholders entitled

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

rights or the stockholders entitled to exercise any rights in respect of any

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

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

not precede the date upon which the resolution fixing the record date is

adopted, and which record date shall not be more than sixty (60) days prior to

such action. If no record date is fixed, the record date for determining

stockholders for any such purpose shall be at the

 

                                       12

<PAGE>

close of business on the day on which the Board of Directors adopts the

resolution relating thereto.

 

     SECTION 6. SEVERABILITY. If this Article IV or any portion hereof shall be

invalidated on any ground by any court of competent jurisdiction, then the

Corporation shall nevertheless indemnify each Director or officer and may

indemnify each employee or agent of the Corporation as to costs, charges and

expenses (including attorney's fees), judgments, fines and amounts paid in

settlement with respect to any action, suit or proceeding, whether civil,

criminal, administrative or investigative, including an action by or in the

right of the Corporation, to the fullest extent permitted by any applicable

portion of this Article IV that shall not have been invalidated and to the

fullest extent permitted by applicable law.

 

     SECTION 7. SUBROGATION. In the event of payment of indemnification to a

person described in Section 1 of this Article IV, the Corporation shall be

subrogated to the extent of such payment to any right of recovery such person

may have and such person, as a condition of receiving indemnification from the

Corporation, shall execute all documents and do all things that the Corporation

may deem necessary or desirable to perfect such right of recovery, including the

execution of such documents necessary to enable the Corporation effectively to

enforce any such recovery.

 

     SECTION 8. NO DUPLICATION OF PAYMENTS. The Corporation shall not be liable

under this Article IV to make any payments in connection with any claim made

against a person described in Section 1 of this Article IV to the extent such

person has otherwise received payment (under any insurance policy, by-law or

otherwise) of the amounts otherwise indemnifiable hereunder.

 

 

                                    ARTICLE V

                             STOCK-SEAL-FISCAL YEAR

 

     SECTION 1. CERTIFICATES FOR SHARES OF STOCK. The certificates for shares of

stock of the Corporation shall be in such form, not inconsistent with the

Certificate of Incorporation, as shall be approved by the Board of Directors.

All certificates shall be signed by the President or a Vice President and by the

Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,

and shall not be valid unless so signed.

 

     In case any officer or officers who shall have signed 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 issued and delivered as though the person or

persons who signed such certificate or certificates had not ceased to be such

officer or officers of the Corporation.

 

     All certificates for shares of stock shall be consecutively numbered as the

same are issued. The name of the person owning the shares represented thereby

with the number of such shares and the date of issue thereof shall be entered on

the books of the Corporation.

 

                                       13

<PAGE>

     Except as hereinafter provided, all certificates surrendered to the

Corporation for transfer shall be cancelled, and no new certificates shall be

issued until former certificates for the same number of shares have been

surrendered and cancelled.

 

     SECTION 2. LOST, STOLEN OR DESTROYED CERTIFICATES. Whenever a person owning

a certificate for shares of stock of the Corporation alleges that it has been

lost, stolen or destroyed, he shall file in the office of the Corporation an

affidavit setting forth, to the best of his knowledge and belief, the time,

place and circumstances of the loss, theft or destruction, and if required by

the Board of Directors, a bond of indemnity or other indemnification sufficient

in the opinion of the Board of Directors to indemnify the Corporation and its

agents against any claim that may be made against it or them on account of the

alleged loss, theft or destruction of any such certificate or the issuance of a

new certificate in replacement therefor. Thereupon the Corporation may cause to

be issued to such person a new certificate in replacement for the certificate

alleged to have been lost, stolen or destroyed. Upon the stub of every new

certificate so issued shall be noted the fact of such issue and the number, date

and the name of the registered owner of the lost, stolen or destroyed

certificate in lieu of which the new certificate is issued.

 

     SECTION 3. TRANSFER OF SHARES. Shares of stock of the Corporation shall be

transferred on the books of the Corporation by the holder thereof, in person or

by his attorney duly authorized in writing, upon surrender and cancellation of

certificates for the number of shares of stock to be transferred, except as

provided in Section 2 of this Article V.

 

     SECTION 4. REGULATIONS. The Board of Directors shall have power and

authority to make such rules and regulations as it may deem expedient concerning

the issue, transfer and registration of certificates for shares of stock of the

Corporation.

 

     SECTION 5. RECORD DATE. In order that the Corporation may determine the

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

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

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

as the case may be, the Board of Directors may fix, in advance, a record date,

which shall not be (i) more than sixty (60) nor less than ten (10) days before

the date of such meeting, or (ii) in the case of corporate action to be taken by

consent in writing without a meeting, prior to, or more than ten (10) days

after, the date upon which the resolution fixing the record date is adopted by

the Board of Directors, or (iii) more than sixty (60) days prior to any other

action.

 

     If no record date is fixed, 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; the record date for determining stockholders

entitled to express consent to corporate action in writing without a meeting,

when no prior action by the Board of Directors is necessary, shall be the day on

which the first written consent is delivered to the Corporation; and 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

 

                                       14

<PAGE>

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.

 

     SECTION 6. DIVIDENDS. Subject to the provisions of the Certificate of

Incorporation, the Board of Directors shall have power to declare and pay

dividends upon shares of stock of the Corporation, but only out of funds

available for the payment of dividends as provided by law.

 

     Subject to the provisions of the Certificate of Incorporation, any

dividends declared upon the stock of the Corporation shall be payable on such

date or dates as the Board of Directors shall determine. If the date fixed for

the payment of any dividend shall in any year fall upon a legal holiday, then

the dividend payable on such date shall be paid on the next day not a legal

holiday.

 

     SECTION 7. CORPORATE SEAL. The Board of Directors shall provide a suitable

seal, containing the name of the Corporation, which seal shall be kept in the

custody of the Secretary. A duplicate of the seal may be kept and be used by any

officer of the Corporation designated by the Board of Directors or the

President.

 

     SECTION 8. FISCAL YEAR. The fiscal year of the Corporation shall be such

fiscal year as the Board of Directors from time to time by resolution shall

determine.

 

 

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

 

     SECTION 1. CHECKS, NOTES, ETC. All checks, drafts, bills of exchange,

acceptances, notes or other obligations or orders for the payment of money shall

be signed and, if so required by the Board of Directors, countersigned by such

officers of the Corporation and/or other persons as the Board of Directors from

time to time shall designate.

 

     Checks, drafts, bills of exchange, acceptances, notes, obligations and

orders for the payment of money made payable to the Corporation may be endorsed

for deposit to the credit of the Corporation with a duly authorized depository

by the Treasurer and/or such other officers or persons as the Board of Directors

from time to time may designate.

 

     SECTION 2. LOANS. No loans and no renewals of any loans shall be contracted

on behalf of the Corporation except as authorized by the Board of Directors.

When authorized to do so, any officer or agent of the Corporation may effect

loans and advances for the Corporation from any bank, trust company or other

institution or from any firm, corporation or individual, and for such loans and

advances may make, execute and deliver promissory notes, bonds or other

evidences of indebtedness of the Corporation. When authorized so to do, any

officer or agent of the Corporation may pledge, hypothecate or transfer, as

security for the payment of any and all loans, advances, indebtedness and

liabilities of the Corporation, any and all stocks, securities and other

personal property at any time held by the Corporation, and to that end may

endorse, assign and deliver the same. Such authority may be general or confined

to specific instances.

 

                                       15

<PAGE>

     SECTION 3. CONTRACTS. Except as otherwise provided in these By-Laws or by

law or as otherwise directed by the Board of Directors, the President or any

Vice President shall be authorized to execute and deliver, in the name and on

behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages,

and other instruments, either for the Corporation's own account or in a

fiduciary or other capacity, and the seal of the Corporation, if appropriate,

shall be affixed thereto by any of such officers or the Secretary or an

Assistant Secretary. The Board of Directors, the President or any Vice President

designated by the Board of Directors may authorize any other officer, employee

or agent to execute and deliver, in the name and on behalf of the Corporation,

agreements, bonds, contracts, deeds, mortgages, and other instruments, either

for the Corporation's own account or in a fiduciary or other capacity, and, if

appropriate, to affix the seal of the Corporation thereto. The grant of such

authority by the Board or any such officer may be general or confined to

specific instances.

 

     SECTION 4. WAIVERS OF NOTICE. Whenever any notice whatever is required to

be given by law, by the Certificate of Incorporation or by these By-Laws to any

person or persons, a waiver thereof in writing, signed by the person or persons

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

be deemed equivalent thereto.

 

     SECTION 5. OFFICERS OUTSIDE OF DELAWARE. Except as otherwise required by

the laws of the State of Delaware, the Corporation may have an office or offices

and keep its books, documents and papers outside of the State of Delaware at

such place or places as from time to time may be determined by the Board of

Directors or the President.

 

 

                                   ARTICLE VII

                                   AMENDMENTS

 

     These By-Laws and any amendment thereof may be altered, amended or

repealed, or new By-Laws may be adopted, by the Board of Directors at any

regular or special meeting by the affirmative vote of a majority of all of the

members of the Board, provided in the case of any special meeting at which all

of the members of the Board are not present, that the notice of such meeting

shall have stated that the amendment of these By-Laws was one of the purposes of

the meeting; but, except as provided in Sections 9, 10 and 11 of Article I

(which Sections may be repealed or amended only in the manner set forth

therein), these By-Laws and any amendment thereof may be altered, amended or

repealed or new By-Laws may be adopted by the holders of a majority of the total

outstanding stock of the Corporation entitled to vote at any annual meeting or

at any special meeting, provided, in the case of any special meeting, that

notice of such proposed alteration, amendment, repeal or adoption is included in

the notice of the meeting.