AS AMENDED THROUGH 3/31/99
AMENDED AND RESTATED BY-LAWS
Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS
1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references
to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation
and the by-laws as from time to time in effect.
Section 2. STOCKHOLDERS
2.1. ANNUAL MEETING. The annual meeting of stockholders shall be held at 10:00 a.m. on the second
Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in
which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such
other date and time as shall be designated from time to time by the board of directors and stated in the notice of
the meeting, at which the stockholders shall elect members of the board of directors and transact such other
business as may be required by law or these by-laws or as may properly come before the meeting.
2.2. SPECIAL MEETINGS. A special meeting of the stockholders may be called at any time by the chairman of
the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by
the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary
or some other officer, upon application of a majority of the directors. Any such application shall state the purpose
or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.
2.3. PLACE OF MEETING. All meetings of the stockholders for the election of directors or for any other
purpose shall be held at such place within or without the State of Delaware as may be determined from time to
time by the president, the board of directors or such other persons as may be authorized by the board of
directors. Any adjour