SECOND AMENDED AND RESTATED

 

                                     BY-LAWS

 

                                       OF

 

                        MILLENNIUM PHARMACEUTICALS, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As amended through May 10, 2007

 

 

 

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                          AMENDED AND RESTATED BY-LAWS

 

                                TABLE OF CONTENTS

 

                                                                           PAGE

 

ARTICLE 1 -  Stockholders......................................................1

   1.1                Place of Meetings........................................1

   1.2                Annual Meeting...........................................1

   1.3                Special Meetings.........................................1

   1.4                Notice of Meetings.......................................1

   1.5                Voting List..............................................1

   1.6                Quorum...................................................2

   1.7                Adjournments.............................................2

   1.8                Voting and Proxies.......................................2

   1.9                Action at Meeting........................................2

   1.10               Nomination of Directors..................................2

   1.11               Notice of Business at Annual Meetings....................3

   1.12               Action Without Meeting...................................4

   1.13               Organization.............................................4

ARTICLE 2 -  Directors.........................................................4

   2.1                General Powers...........................................4

   2.2                Number; Election and Qualification.......................4

   2.3                Terms of Office..........................................4

   2.4                Vacancies................................................4

   2.5                Resignation..............................................5

   2.6                Regular Meetings.........................................5

   2.7                Special Meetings.........................................5

   2.8                Notice of Special Meetings...............................5

   2.9                Meetings by Telephone Conference Calls...................5

   2.10               Quorum...................................................5

   2.11               Action at Meeting........................................5

   2.12               Action by Consent........................................5

   2.13               Removal..................................................6

   2.14               Committees...............................................6

   2.15               Compensation of Directors................................6

ARTICLE 3 -  Officers..........................................................6

   3.1                Enumeration..............................................6

   3.2                Election.................................................6

   3.3                Qualification............................................6

   3.4                Tenure...................................................7

   3.5                Resignation and Removal..................................7

   3.6                Vacancies................................................7

   3.7                Chairman of the Board and Vice Chairman of the Board.....7

   3.8                President................................................7

   3.9                Vice Presidents..........................................7

 

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   3.10               Secretary and Assistant Secretaries......................8

   3.11               Treasurer and Assistant Treasurers.......................8

   3.12               Salaries.................................................8

ARTICLE 4 -  Capital Stock.....................................................8

   4.1                Issuance of Stock........................................8

   4.2                Stock Certificates; Uncertificated Shares................9

   4.3                Transfers................................................9

   4.4                Lost, Stolen or Destroyed Certificates..................10

   4.5                Record Date.............................................10

ARTICLE 5 -  General Provisions...............................................10

   5.1                Fiscal Year.............................................10

   5.2                Corporate Seal..........................................10

   5.3                Waiver of Notice........................................10

   5.4                Voting of Securities....................................11

   5.5                Evidence of Authority...................................11

   5.6                Certificate of Incorporation............................11

   5.7                Transactions with Interested Parties....................11

   5.8                Severability............................................11

   5.9                Pronouns................................................12

   5.10               Execution of Papers.....................................12

ARTICLE 6 -  Amendments.......................................................12

   6.1                By the Board of Directors...............................12

   6.2                By the Stockholders.....................................12

 

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                       SECOND AMENDED AND RESTATED BY-LAWS

 

                                       OF

 

                        MILLENNIUM PHARMACEUTICALS, INC.

 

 

                            ARTICLE 1 - STOCKHOLDERS

 

     1.1 PLACE OF MEETINGS. All meetings of stockholders shall be held at such

place within or without the State of Delaware as may be designated from time to

time by the Board of Directors or the President or, if not so designated, at the

registered office of the corporation.

 

     1.2 ANNUAL MEETING. The annual meeting of stockholders for the election of

directors and for the transaction of such other business as may properly be

brought before the meeting shall be held within six months after the end of each

fiscal year of the corporation on a date to be fixed by the Board of Directors

or the President (which date shall not be a legal holiday in the place where the

meeting is to be held) at the time and place to be fixed by the Board of

Directors or the President and stated in the notice of the meeting. If no annual

meeting is held in accordance with the foregoing provisions, the Board of

Directors shall cause the meeting to be held as soon thereafter as convenient.

If no annual meeting is held in accordance with the foregoing provisions, a

special meeting may be held in lieu of the annual meeting, and any action taken

at that special meeting shall have the same effect as if it had been taken at

the annual meeting, and in such case all references in these By-Laws to the

annual meeting of the stockholders shall be deemed to refer to such special

meeting.

 

     1.3 SPECIAL MEETINGS. Special meetings of stockholders may be called at any

time by the Chairman of the Board of Directors, the Chief Executive Officer (or,

if there is no Chief Executive Officer, the President) or the Board of

Directors. Business transacted at any special meeting of stockholders shall be

limited to matters relating to the purpose or purposes stated in the notice of

meeting.

 

     1.4 NOTICE OF MEETINGS. Except as otherwise provided by law, written notice

of each meeting of stockholders, whether annual or special, shall be given not

less than 10 nor more than 60 days before the date of the meeting to each

stockholder entitled to vote at such meeting. The notices of all meetings shall

state the place, date and hour of the meeting. The notice of a special meeting

shall state, in addition, the purpose or purposes for which the meeting is

called. If mailed, notice is given when deposited in the United States mail,

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

records of the corporation.

 

     1.5 VOTING LIST. The officer who has charge of the stock ledger of the

corporation shall prepare, at least 10 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 of at least

10 days prior to the meeting, at the principal place of business of the

corporation. The list shall also be produced and kept at the

 

 

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time and place of the meeting during the whole time of the meeting, and may be

inspected by any stockholder who is present.

 

     1.6 QUORUM. Except as otherwise provided by law, the Certificate of

Incorporation or these By-Laws, the holders of a majority of the shares of the

capital stock of the corporation issued and outstanding and entitled to vote at

the meeting, present in person or represented by proxy, shall constitute a

quorum for the transaction of business.

 

     1.7 ADJOURNMENTS. Any meeting of stockholders may be adjourned to any other

time and to any other place at which a meeting of stockholders may be held under

these By-Laws by the stockholders present or represented at the meeting and

entitled to vote, although less than a quorum, or, if no stockholder is present,

by any officer entitled to preside at or to act as Secretary of such meeting. It

shall not be necessary to notify any stockholder of any adjournment of less than

30 days if the time and place of the adjourned meeting are announced at the

meeting at which adjournment is taken, unless after the adjournment a new record

date is fixed for the adjourned meeting. At the adjourned meeting, the

corporation may transact any business which might have been transacted at the

original meeting.

 

     1.8 VOTING AND PROXIES. Each stockholder shall have one vote for each share

of stock entitled to vote held of record by such stockholder and a proportionate

vote for each fractional share so held, unless otherwise provided by the General

Corporation Law of the State of Delaware, the Certificate of Incorporation or

these By-Laws. Each stockholder of record entitled to vote at a meeting of

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

without a meeting, may vote or express such consent or dissent in person or in

such other manner as may from time to time be permitted by law, or may authorize

another person or persons to vote or act for him by written proxy executed by

the stockholder or his authorized agent and delivered to the Secretary of the

corporation or in such other manner as may from time to time be permitted by

law. No such proxy shall be voted or acted upon after three years from the date

of its execution, unless the proxy expressly provides for a longer period.

 

     1.9 ACTION AT MEETING. When a quorum is present at any meeting, the holders

of a majority of the stock present or represented and voting on a matter (or if

there are two or more classes of stock entitled to vote as separate classes,

then in the case of each such class, the holders of a majority of the stock of

that class present or represented and voting on a matter) shall decide any

matter to be voted upon by the stockholders at such meeting, except when a

different vote is required by express provision of law, the Certificate of

Incorporation or these By-Laws. Any election by stockholders shall be determined

by a plurality of the votes cast by the stockholders entitled to vote at the

election.

 

     1.10 NOMINATION OF DIRECTORS. Only persons who are nominated in accordance

with the following procedures shall be eligible for election as directors.

Nomination for election to the Board of Directors of the corporation at a

meeting of stockholders may be made by the Board of Directors or by any

stockholder of the corporation entitled to vote for the election of directors at

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

1.10. Such nominations, other than those made by or on behalf of the Board of

Directors, shall be made by notice in writing delivered or mailed by first class

United States mail, postage prepaid, to the Secretary, and received not less

than 60 days nor more than 90 days prior to such meeting;

 

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provided, however, that if less than 70 days' notice or prior public disclosure

of the date of the meeting is given to stockholders, such nomination shall have

been mailed or delivered to the Secretary not later than the close of business

on the 10th day following the date on which the notice of the meeting was mailed

or such public disclosure was made, whichever occurs first. Such notice shall

set forth (a) as to each proposed nominee (i) the name, age, business address

and, if known, residence address of each such nominee, (ii) the principal

occupation or employment of each such nominee, (iii) the number of shares of

stock of the corporation which are beneficially owned by each such nominee, and

(iv) any other information concerning the nominee that must be disclosed as to

nominees in proxy solicitations pursuant to Regulation 14A under the Securities

Exchange Act of 1934, as amended (including such person's written consent to be

named as a nominee and to serve as a director if elected); and (b) as to the

stockholder giving the notice (i) the name and address, as they appear on the

corporation's books, of such stockholder and (ii) the class and number of shares

of the corporation which are beneficially owned by such stockholder. The

corporation may require any proposed nominee to furnish such other information

as may reasonably be required by the corporation to determine the eligibility

of such proposed nominee to serve as a director of the corporation.

 

     The chairman of the meeting may, if the facts warrant, determine and

declare to the meeting that a nomination was not made in accordance with the

foregoing procedure, and if he should so determine, he shall so declare to the

meeting and the defective nomination shall be disregarded.

 

     1.11 NOTICE OF BUSINESS AT ANNUAL MEETINGS. At an annual meeting of the

stockholders, only such business shall be conducted as shall have been properly

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

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

thereto) given by or at the direction of the Board of Directors, (b) otherwise

properly brought before the meeting by or at the direction of the Board of

Directors, or (c) otherwise properly brought before an annual meeting by a

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

stockholder, if such business relates to the election of directors of the

corporation, the procedures in Section 1.10 must be complied with. If such

business relates to any other matter, the stockholder must have given timely

notice thereof in writing to the Secretary. 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 60 days nor more than 90 days prior to the

meeting; provided, however, that in the event that less than 70 days' notice or

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

stockholders, notice by the stockholder to be timely must be so received not

later than the close of business on the 10th day following the date on which

such notice of the date of the meeting was mailed or such public disclosure was

made, whichever occurs first. A stockholder's notice to the Secretary shall set

forth as to each matter the stockholder proposes to bring before the annual

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

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

meeting, (b) the name and address, as they appear on the corporation's books, of

the stockholder proposing such business, (c) the class and number of shares of

the corporation which are beneficially owned by the stockholder, and (d) any

material interest of the stockholder in such business. Notwithstanding anything

in these By-Laws to the contrary, no business shall be conducted at any annual

meeting except in accordance with the procedures set forth in this Section 1.11

and except that any stockholder proposal which complies with Rule 14a-8 of the

proxy rules (or any successor

 

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provision) promulgated under the Securities Exchange Act of 1934, as amended,

and is to be included in the corporation's proxy statement for an annual meeting

of stockholders shall be deemed to comply with the requirements of this

Section 1.11.

 

     The chairman of the meeting shall, if the facts warrant, determine and

declare to the meeting that business was not properly brought before the meeting

in accordance with the provisions of this Section 1.11, and if he should so

determine, the chairman shall so declare to the meeting that any such business

not properly brought before the meeting shall not be transacted.

 

     1.12 ACTION WITHOUT MEETING. Stockholders may not take any action by

written consent in lieu of a meeting.

 

     1.13 ORGANIZATION. The Chairman of the Board, or in his absence the Vice

Chairman of the Board designated by the Chairman of the Board, or the President,

in the order named, shall call meetings of the stockholders to order, and shall

act as chairman of such meeting; provided, however, that the Board of Directors

may appoint any stockholder to act as chairman of any meeting in the absence of

the Chairman of the Board. The Secretary of the corporation shall act as

secretary at all meetings of the stockholders; but in the absence of the

Secretary at any meeting of the stockholders, the presiding officer may appoint

any person to act as secretary of the meeting.

 

                             ARTICLE 2 - DIRECTORS

 

     2.1 GENERAL POWERS. The business and affairs of the corporation shall be

managed by or under the direction of a Board of Directors, who may exercise all

of the powers of the corporation except as otherwise provided by law, the

Certificate of Incorporation or these By-Laws. In the event of a vacancy in the

Board of Directors, the remaining directors, except as otherwise provided by

law, may exercise the powers of the full Board until the vacancy is filled.

 

     2.2 NUMBER; ELECTION AND QUALIFICATION. The number of directors which shall

constitute the whole Board of Directors shall be determined by resolution of the

Board of Directors, but in no event shall be less than three. The number of

directors may be decreased at any time and from time to time by a majority of

the directors then in office, but only to eliminate vacancies existing by reason

of the death, resignation, removal or expiration of the term of one or more

directors. The directors shall be elected at the annual meeting of stockholders

by such stockholders as have the right to vote on such election. Directors need

not be stockholders of the corporation.

 

     2.3 TERMS OF OFFICE. Each director shall be elected for a term of office

that shall expire at the next annual meeting of stockholders following his

election, and each director shall remain in office until the election and

qualification of his successor or until his earlier death, resignation or

removal.

 

     2.4 VACANCIES. Any vacancy in the Board of Directors, however occurring,

including a vacancy resulting from an enlargement of the Board, shall be filled

only by a vote of a majority of the directors then in office, although less than

a quorum, or by a sole remaining director.

 

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     2.5 RESIGNATION. Any director may resign by delivering his written

resignation to the corporation at its principal office or to the President or

Secretary. Such resignation shall be effective upon receipt unless it is

specified to be effective at some other time or upon the happening of some other

event.

 

     2.6 REGULAR MEETINGS. Regular meetings of the Board of Directors may be

held without notice at such time and place, either within or without the State

of Delaware, as shall be determined from time to time by the Board of Directors;

provided, that any director who is absent when such a determination is made

shall be given notice of the determination. A regular meeting of the Board of

Directors may be held without notice immediately after and at the same place as

the annual meeting of stockholders.

 

     2.7 SPECIAL MEETINGS. Special meetings of the Board of Directors may be

held at any time and place, within or without the State of Delaware, designated

in a call by the Chairman of the Board, President, two or more directors, or by

one director in the event that there is only a single director in office.

 

     2.8 NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of directors

shall be given to each director by the Secretary or by the officer or one of the

directors calling the meeting. Notice shall be duly given to each director (i)

by giving notice to such director in person or by telephone at least 24 hours in

advance of the meeting, (ii) by sending a telegram, telecopy, or telex, or

delivering written notice by hand, to his last known business or home address at

least 24 hours in advance of the meeting, or (iii) by mailing written notice to

his last known business or home address at least 72 hours in advance of the

meeting. A notice or waiver of notice of a meeting of the Board of Directors

need not specify the purposes of the meeting.

 

     2.9 MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or any members of any

committee designated by the directors may participate in a meeting of the Board

of Directors or such 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 by such means shall constitute

presence in person at such meeting.

 

     2.10 QUORUM. A majority of the directors at any time in office shall

constitute a quorum for the transaction of business. Notwithstanding the

preceding sentence, in no case shall less than one-third (1/3) of the number of

directors fixed pursuant to Section 1 of Article ELEVENTH of the Certificate of

Incorporation constitute a quorum. If at any meeting of the Board of Directors

there shall be less than such a quorum, a majority of the directors present may

adjourn the meeting from time to time without further notice other than

announcement at the meeting, until a quorum shall be present.

 

     2.11 ACTION AT MEETING. Every act or decision done or made by a majority of

the directors present at a meeting duly held at which a quorum is present shall

be regarded as the act of the Board of Directors unless a greater number is

required by law, by the Certificate of Incorporation or by these By-Laws.

 

     2.12 ACTION BY CONSENT. Any action required or permitted to be taken at any

meeting of the Board of Directors or of any committee of the Board of Directors

may be taken without a

 

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meeting, if all members of the Board or committee, as the case may be, consent

to the action in writing, and the written consents are filed with the minutes

of proceedings of the Board or committee.

 

     2.13 REMOVAL. Any one or more or all of the directors may be removed, with

or without cause, by the holders of a majority of the voting power of the shares

entitled to vote thereon.

 

     2.14 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 or disqualification of a member of a committee, the member or

members of the committee 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 in the resolution of the Board of Directors and subject to the

provisions of the General Corporation Law of the State of Delaware, 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. Each

such committee shall keep minutes and make such reports as the Board of

Directors may from time to time request. Except as the Board of Directors may

otherwise determine, any committee may make rules for the conduct of its

business, but unless otherwise provided by the directors or in such rules, its

business shall be conducted as nearly as possible in the same manner as is

provided in these By-Laws for the Board of Directors.

 

     2.15 COMPENSATION OF DIRECTORS. Directors may be paid such compensation for

their services and such reimbursement for expenses of attendance at meetings as

the Board of Directors may from time to time determine. No such payment shall

preclude any director from serving the corporation or any of its parent or

subsidiary corporations in any other capacity and receiving compensation for

such service.

 

                              ARTICLE 3 - OFFICERS

 

     3.1 ENUMERATION. The officers of the corporation shall consist of a

President, a Secretary, a Treasurer and such other officers with such other

titles as the Board of Directors shall determine, including a Chairman of the

Board, a Vice-Chairman of the Board, and one or more Vice Presidents, Assistant

Treasurers, and Assistant Secretaries. The Board of Directors may appoint such

other officers as it may deem appropriate.

 

     3.2 ELECTION. The President, Treasurer and Secretary shall be elected

annually by the Board of Directors at its first meeting following the annual

meeting of stockholders. Other officers may be appointed by the Board of

Directors at such meeting or at any other meeting.

 

     3.3 QUALIFICATION. No officer need be a stockholder. Any two or more

offices may be held by the same person.

 

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     3.4 TENURE. Except as otherwise provided by law, by the Certificate of

Incorporation or by these By-Laws, each officer shall hold office until his

successor is elected and qualified, unless a different term is specified in the

vote choosing or appointing him, or until his earlier death, resignation or

removal.

 

     3.5 RESIGNATION AND REMOVAL. Any officer may resign by delivering his

written resignation to the corporation at its principal office or to the

President or Secretary. Such resignation shall be effective upon receipt unless

it is specified to be effective at some other time or upon the happening of some

other event.

 

     Any officer may be removed at any time, with or without cause, by vote of a

majority of the entire number of directors then in office.

 

     Except as the Board of Directors may otherwise determine, no officer who

resigns or is removed shall have any right to any compensation as an officer for

any period following his resignation or removal, or any right to damages on

account of such removal, whether his compensation be by the month or by the year

or otherwise, unless such compensation is expressly provided in a duly

authorized written agreement with the corporation.

 

     3.6 VACANCIES. The Board of Directors may fill any vacancy occurring in any

office for any reason and may, in its discretion, leave unfilled for such period

as it may determine any offices other than those of President, Treasurer and

Secretary. Each such successor shall hold office for the unexpired term of his

predecessor and until his successor is elected and qualified, or until his

earlier death, resignation or removal.

 

     3.7 CHAIRMAN OF THE BOARD AND VICE CHAIRMAN OF THE BOARD. The Board of

Directors may appoint a Chairman of the Board. If the Board of Directors

appoints a Chairman of the Board, he shall perform such duties and possess such

powers as are assigned to him by the Board of Directors. If the Board of

Directors appoints a Vice Chairman of the Board, he shall, in the absence or

disability of the Chairman of the Board, perform the duties and exercise the

powers of the Chairman of the Board and shall perform such other duties and

possess such other powers as may from time to time be vested in him by the Board

of Directors.

 

     3.8 PRESIDENT. The President shall, subject to the direction of the Board

of Directors, have general charge and supervision of the business of the

corporation. Unless otherwise provided by the Board of Directors, he shall

preside at all meetings of the stockholders, if he is a director, at all

meetings of the Board of Directors. Unless the Board of Directors has designated

the Chairman of the Board or another officer as Chief Executive Officer, the

President shall be the Chief Executive Officer of the corporation. The President

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

Directors may from time to time prescribe.

 

     3.9 VICE PRESIDENTS. Any Vice President shall perform such duties and

possess such powers as the Board of Directors or the President may from time to

time prescribe. In the event of the absence, inability or refusal to act of the

President, the Vice President (or if there shall be more than one, the Vice

Presidents in the order determined by the Board of Directors) shall perform the

duties of the President and when so performing shall have all the powers of and

be subject to all the restrictions upon the President. The Board of Directors

may assign to any Vice

 

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President the title of Executive Vice President, Senior Vice President or any

other title selected by the Board of Directors.

 

     3.10 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform such

duties and shall have such powers as the Board of Directors or the President may

from time to time prescribe. In addition, the Secretary shall perform such

duties and have such powers as are incident to the office of the secretary,

including without limitation the duty and power to give notices of all meetings

of stockholders and special meetings of the Board of Directors, to attend all

meetings of stockholders and the Board of Directors and keep a record of the

proceedings, to maintain a stock ledger and prepare lists of stockholders and

their addresses as required, to be custodian of corporate records and the

corporate seal and to affix and attest to the same on documents.

 

     Any Assistant Secretary shall perform such duties and possess such powers

as the Board of Directors, the President or the Secretary may from time to time

prescribe. In the event of the absence, inability or refusal to act of the

Secretary, the Assistant Secretary (or if there shall be more than one, the

Assistant Secretaries in the order determined by the Board of Directors) shall

perform the duties and exercise the powers of the Secretary.

 

     In the absence of the Secretary or any Assistant Secretary at any meeting

of stockholders or directors, the person presiding at the meeting shall

designate a temporary secretary to keep a record of the meeting.

 

     3.11 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such

duties and shall have such powers as may from time to time be assigned to him by

the Board of Directors or the President. In addition, the Treasurer shall

perform such duties and have such powers as are incident to the office of

treasurer, including without limitation the duty and power to keep and be

responsible for all funds and securities of the corporation, to deposit funds of

the corporation in depositories selected in accordance with these By-Laws, to

disburse such funds as ordered by the Board of Directors, to make proper

accounts of such funds, and to render as required by the Board of Directors

statements of all such transactions and of the financial condition of the

corporation.

 

     The Assistant Treasurers shall perform such duties and possess such powers

as the Board of Directors, the President or the Treasurer may from time to time

prescribe. In the event of the absence, inability or refusal to act of the

Treasurer, the Assistant Treasurer (or if there shall be more than one, the

Assistant Treasurers in the order determined by the Board of Directors) shall

perform the duties and exercise the powers of the Treasurer.

 

     3.12 SALARIES. Officers of the corporation shall be entitled to such

salaries, compensation or reimbursement as shall be fixed or allowed from time

to time by the Board of Directors.

 

                           ARTICLE 4 - CAPITAL STOCK

 

     4.1 ISSUANCE OF STOCK. Unless otherwise voted by the stockholders and

subject to the provisions of the Certificate of Incorporation, the whole or any

part of any unissued balance of the authorized capital stock of the corporation

or the whole or any part of any unissued balance

 

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of the authorized capital stock of the corporation held in its treasury may be

issued, sold, transferred or otherwise disposed of by vote of the Board of

Directors in such manner, for such consideration and on such terms as the Board

of Directors may determine.

 

     4.2 STOCK CERTIFICATES; UNCERTIFICATED SHARES. The shares of the

corporation shall be represented by certificates; provided that the Board of

Directors may provide by resolution or resolutions that some or all of any or

all classes or series of its stock shall be uncertificated shares. Every holder

of stock of the corporation represented by certificates shall be entitled to

have a certificate, in such form as may be prescribed by law and by the Board of

Directors, representing the number of shares held by such holder registered in

certificate form. Each such certificate shall be signed in a manner that

complies with Section 158 of the General Corporation Law of the State of

Delaware.

 

     Each certificate for shares of stock which are subject to any restriction

on transfer pursuant to the Certificate of Incorporation, the By-Laws,

applicable securities laws or any agreement among any number of stockholders or

among such holders and the corporation shall have conspicuously noted on the

face or back of the certificate either the full text of the restriction or a

statement of the existence of such restriction.

 

     If the corporation shall be authorized to issue more than one class of

stock or more than one series of any class, the powers, designations,

preferences and relative, participating, optional or other special rights of

each class of stock or series thereof and the qualifications, limitations or

restrictions of such preferences and/or rights shall be set forth in full or

summarized on the face or back of each certificate representing shares of such

class or series of stock; provided that in lieu of the foregoing requirements

there may be set forth on the face or back of each certificate representing

shares of such class or series of stock a statement that the corporation will

furnish without charge to each stockholder who so requests a copy of the full

text of the powers, designations, preferences and relative, participating,

optional or other special rights of each class of stock or series thereof and

the qualifications, limitations or restrictions of such preferences and/or

rights.

 

     Within a reasonable time after the issuance or transfer of uncertificated

stock, the corporation shall send to the registered owner thereof a written

notice containing the information required to be set forth or stated on

certificates pursuant to Sections 151, 202(a) or 218(a) of the General

Corporation Law of the State of Delaware or, with respect to Section 151 of

General Corporation Law of the State of Delaware, a statement that the

corporation will furnish without charge to each stockholder who so requests the

powers, designations, preferences and relative participating, optional or other

special rights of each class of stock or series thereof and the qualifications,

limitations or restrictions of such preferences and/or rights.

 

     4.3 TRANSFERS. Except as otherwise established by rules and regulations

adopted by the Board of Directors, and subject to applicable law, shares of

stock may be transferred on the books of the corporation by the surrender to the

corporation or its transfer agent of the certificate representing such shares

properly endorsed or accompanied by a written assignment or power of attorney

properly executed, and with such proof of authority or the authenticity of

signature as the corporation or its transfer agent may reasonably require.

Except as may be otherwise required by law, by the Certificate of Incorporation

or by these By-Laws, the corporation shall be entitled

 

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to treat the record holder of stock as shown on its books as the owner of such

stock for all purposes, including the payment of dividends and the right to vote

with respect to such stock, regardless of any transfer, pledge or other

disposition of such stock until the shares have been transferred on the books of

the corporation in accordance with the requirements of these By-Laws.

 

     4.4 LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue a new

certificate of stock in place of any previously issued certificate alleged to

have been lost, stolen, or destroyed, upon such terms and conditions as the

Board of Directors may prescribe, including the presentation of reasonable

evidence of such loss, theft or destruction and the giving of such indemnity as

the Board of Directors may require for the protection of the corporation or any

transfer agent or registrar.

 

     4.5 RECORD DATE. The Board of Directors may fix in advance a date as a

record date for the determination of the stockholders entitled to notice of or

to vote at any meeting of stockholders, or entitled to receive payment of any

dividend or other distribution or allotment of any rights in respect of any

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

action. Such record date shall not be more than 60 nor less than 10 days before

the date of such meeting, nor more than 60 days prior to any other action to

which such record date relates.

 

     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 before the day on which notice is given, or, if

notice is waived, at the close of business on the day before the day on which

the meeting is held. 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 to such purpose.

 

     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.

 

                         ARTICLE 5 - GENERAL PROVISIONS

 

     5.1 FISCAL YEAR. Except as from time to time otherwise designated by the

Board of Directors, the fiscal year of the corporation shall begin on the first

day of January in each year and end on the last day of December in each year.

 

     5.2 CORPORATE SEAL. The corporate seal shall be in such form as shall be

approved by the Board of Directors.

 

     5.3 WAIVER OF NOTICE. Whenever any notice whatsoever is required to be

given by law, by the Certificate of Incorporation or by these By-Laws, a waiver

of such notice either in writing signed by the person entitled to such notice or

such person's duly authorized attorney, or by telegraph, cable or any other

available method, whether before, at or after the time stated in such waiver, or

the appearance of such person or persons at such meeting in person or by proxy,

shall be deemed equivalent to such notice.

 

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     5.4 VOTING OF SECURITIES. Except as the directors may otherwise designate,

the President or Treasurer may waive notice of, and act as, or appoint any

person or persons to act as, proxy or attorney-in-fact for this corporation

(with or without power of substitution) at, any meeting of stockholders or

shareholders of any other corporation or organization, the securities of which

may be held by this corporation.

 

     5.5 EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an Assistant

Secretary, or a temporary Secretary, as to any action taken by the stockholders,

directors, a committee or any officer or representative of the corporation shall

as to all persons who rely on the certificate in good faith be conclusive

evidence of such action.

 

     5.6 CERTIFICATE OF INCORPORATION. All references in these By-Laws to the

Certificate of Incorporation shall be deemed to refer to the Certificate of

Incorporation of the corporation, as amended and in effect from time to time.

 

     5.7 TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction

between the corporation and one or more of the directors or officers, or between

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

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

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

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

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

Board of Directors 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;

 

         (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 of the Board of Directors, 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.

 

     5.8 SEVERABILITY. Any determination that any provision of these By-Laws is

for any reason inapplicable, illegal or ineffective shall not affect or

invalidate any other provision of these By-Laws.

 

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     5.9 PRONOUNS. All pronouns used in these By-Laws shall be deemed to refer

to the masculine, feminine or neuter, singular or plural, as the identity of the

person or persons may require.

 

     5.10 EXECUTION OF PAPERS. Except as the directors may generally or in

particular cases authorize the execution thereof in some other manner, all

deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other

obligations made, accepted or endorsed by the corporation shall be signed by the

president or by one of the vice presidents or by the treasurer.

 

                             ARTICLE 6 - AMENDMENTS

 

     6.1 BY THE BOARD OF DIRECTORS. These By-Laws may be altered, amended or

repealed or new by-laws may be adopted by the affirmative vote of a majority of

the directors present at any regular or special meeting of the Board of

Directors at which a quorum is present.

 

     6.2 BY THE STOCKHOLDERS. These By-Laws may be altered, amended or repealed

or new by-laws may be adopted by the affirmative vote of the holders of a

majority of the shares of the capital stock of the corporation issued and

outstanding and entitled to vote at any regular or special meeting of

stockholders, provided notice of such alteration, amendment, repeal or adoption

of new by-laws shall have been stated in the notice of such regular or special

meeting.

 

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