the Corporation and do all such lawful acts and things as are not by law or otherwise directed or required to be exercised or done by the shareholders.
Section 2. Number and Election. Subject to the rights of holders of Preferred Stock, the number of
directors shall be such number as is from time to time determined in the manner provided in the Certificate of Incorporation. The election of directors shall be conducted in the manner provided in the
Certificate of Incorporation and each director so elected shall hold office as provided in the Certificate of Incorporation.
Section 3. Resignation. Any director may resign at any time. Such resignation shall be made in writing,
and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board or the Chief Executive Officer. The acceptance of a
resignation shall not be necessary to make it effective.
Section 4. Vacancies. Any vacancy on the Board of Directors, howsoever resulting, may only be filled in
the manner provided in and to the extent permitted under the Certificate of Incorporation.
Section 5. Removals. Subject to the rights of the holders of Preferred Stock, any director, or the entire
Board, may be removed from office in the manner provided in and to the extent permitted under the Certificate of Incorporation.
Section 6. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the
election of officers and the transaction of other business, as soon as practicable after each annual meeting of shareholders, on the same day and at the same place where such annual meeting shall be
held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such other time or place (within or without
the State of Delaware) as provided in Section 8 of this Article.
Section 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be
Section 8. Special Meetings. Special meetings of the Board of Directors may be called by
one-third of the directors then in office (rounded up to the nearest whole number) or by the Chairman of the Board and shall be held at such place, on such date, and at such time as they
or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than 24 hours
before the meeting or such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Notice of any such meeting need not be given to any
director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when such director attends for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.
Section 9. Quorum. At any meeting of the Board of Directors, a majority of the total number of directors
then in office shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date or time, without
further notice or waiver thereof.
Section 10. Participation in Meetings By Conference Telephone. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors, or of any committee thereof, 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