8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 3, 2006

Date of Report (Date of Earliest Event Reported)

WORLD MONITOR TRUST – SERIES B

(Exact name of Registrant as Specified in its Charter)

Delaware	0-25787	13-3985041
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

900 King Street, Suite 100, Rye Brook, New York 10573

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (914) 307-7000

51 Weaver Street, Building One South, 2^nd Floor, Greenwich, Connecticut 06831

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

Effective January 1, 2006 (the “Effective Date”), Preferred Investment Solutions Corp., a Connecticut corporation (“Preferred-CT”) merged into Preferred Investment Solutions Corp., a Delaware corporation (“Preferred-DE”) in a tax-free reorganization pursuant to Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended. Preferred-CT was the sole managing owner of the Registrant. The merger was effectuated pursuant to a Plan and Agreement of Merger between Preferred-CT and Preferred-DE dated as of January 1, 2006 (the “Plan of Merger”). The Boards of Directors and shareholders of Preferred-CT and Preferred-DE unanimously approved the Plan of Merger.

Preferred-DE survived the merger contemplated by the Plan of Merger and, among other things, became the successor managing owner of the Registrant. Pursuant to the Registrant’s Declaration of Trust and Trust Agreement, the Managing Owner manages the Registrant. The Managing Owner holds the Registrant’s general interests. (The general interests are not a class of equity of the Registrant that is registered under the Securities Exchange Act of 1934.) The separate corporate existence of Preferred-CT ceased upon the Effective Date.

Item 8.01 Other Events.

Preferred-DE’s principal place of business is 900 King Street, Suite 100, Rye Brook, New York 10573, Telephone Number 914-307-7000, Facsimile Number 914-307-4044.

In addition, effective January 1, 2006, the principal place of business of Registrant changed to 900 King Street, Suite 100, Rye Brook, New York 10573, Telephone Number 914-307-7000, Facsimile Number 914-307-4044.

Item 9.01 Financial Statements and Exhibits.

2.1 Plan and Agreement of Merger of Preferred Investment Solutions Corp. (a Connecticut corporation) and Preferred Investment Solutions Corp. (a Delaware corporation)

3.1 Certificate of Incorporation of Preferred Investment Solutions Corp. (a Delaware corporation).

3.2 By-Laws of Preferred Investment Solutions Corp. (a Delaware corporation).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on January 3, 2006.

	WORLD MONITOR TRUST – SERIES B (Registrant)
	By:	Preferred Investment Solutions Corp.   its Managing Owner
Date: January 3, 2006	By:	/s/ Maureen D. Howley
	Name:	Maureen D. Howley
	Title:	Senior Vice President and Chief Financial Officer

EX-99.2.1

EXHIBIT 2.1

PLAN AND AGREEMENT OF MERGER

OF

PREFERRED INVESTMENT SOLUTIONS CORP.

(a Connecticut corporation)

AND

PREFERRED INVESTMENT SOLUTIONS CORP.

(a Delaware corporation)

THIS PLAN AND AGREEMENT OF MERGER is made as of the 1st day of January, 2006, between PREFERRED INVESTMENT SOLUTIONS CORP., a Connecticut corporation (“PISC-CT”), and PREFERRED INVESTMENT SOLUTIONS CORP., a Delaware corporation (“PISC-DE”) (collectively, the “Companies”).

WHEREAS, PISC-CT has an authorized capitalization of One Thousand (1,000) shares of common stock, $.01 par value, One Hundred (100) of which have been duly issued and are now outstanding; and

WHEREAS, the principal office of PISC-DE in the State of Delaware is located at c/o 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 and Corporation Service Company is the registered agent upon whom process against PISC-DE may be served within the State of Delaware; and

WHEREAS, PISC-DE has an authorized capitalization of One Thousand (1,000) shares of common stock, par value $0.01 per share, One Hundred (100) shares of which have been duly issued and are now outstanding; and

WHEREAS, the respective Boards of Directors of PISC-CT and PISC-DE deem it advisable and in the best interest of the Companies and their respective shareholders that PISC-CT merge with and into PISC-DE under and pursuant to the provisions of the Delaware General Corporation Law; and

WHEREAS, PISC-DE and PISC-CT intend that the merger contemplated hereby qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the respective shareholders and respective Boards of Directors of the Companies have approved this Plan and Agreement of Merger.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Merger. PISC-CT is hereby merged into PISC-DE in a tax-free reorganization pursuant to Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended.

2. Effective Date. This Plan and Agreement of Merger shall become effective on January 1, 2006 (the “Effective Date”).

3. Surviving Corporation. PISC-DE shall survive the merger contemplated herein (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT shall cease forthwith upon the Effective Date. As of the Effective Date, PISC-DE shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers and franchises, both public and private, and all of the property, real, personal and mixed, of each of PISC-DE and PISC-CT; all debts due to either of the Companies on whatever account shall be vested in the Surviving Corporation; all shares of stock owned by either of the

Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies shall be as effectively the property of the Surviving Corporation as they were previously of the respective Company; the title to any real estate vested by deed or otherwise in either of the Companies shall not revert or be in any way impaired by reason of the merger, but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either of the Companies shall be preserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; all debts, liabilities and duties of the respective Companies shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies against all such debts, liabilities and duties and against all claims and demands arising out of the merger.

4. Authorized Capital. The authorized capital stock of PISC-DE following the Effective Date shall be One Thousand (1,000) shares of common stock, par value $0.01 per share, unless and until the same shall be changed in accordance with the laws of the State of Delaware.

5. Certificate of Incorporation. The Certificate of Incorporation of PISC-DE (the “Certificate of Incorporation”) shall be the Certificate of Incorporation of the Surviving Corporation following the Effective Date unless and until the same shall be amended or repealed in accordance with the provisions thereof, which power to amend or repeal is hereby expressly reserved. All rights or powers of whatsoever nature conferred in the Certificate of Incorporation or herein upon a stockholder or director or officer of PISC-DE or upon any other person whomsoever are subject to this reserved power. The Certificate of Incorporation shall constitute the Certificate of Incorporation of PISC-DE separate and apart from this Plan and Agreement of Merger and may be separately certified as the Certificate of Incorporation of PISC-DE.

6. By-Laws. The By-Laws of PISC-DE as in effect immediately prior to the Effective Date shall be the By-Laws of the Surviving Corporation following the Effective Date unless and until such By-Laws are amended or repealed in accordance with the provisions thereof.

7. Further Assurance of Title. If at any time the Surviving Corporation determines that any acknowledgments, assurances or other actions are necessary or desirable in order to acknowledge or confirm in the Surviving Corporation any right, title or interest held by PISC-CT immediately prior to the Effective Date, PISC-CT and its proper officers and directors shall, as and when required by the Surviving Corporation, execute and deliver all such acknowledgements or assurances, and do all further things as the Surviving Corporation may deem necessary or appropriate to acknowledge or confirm such right, title, possession or interest in the Surviving Corporation or to carry out the purposes of this Plan and Agreement of Merger. The Surviving Corporation and its officers and directors are fully authorized to take any and all such action in the name of PISC-CT or otherwise.

8. Conversion of Shares. Upon the Effective Date, the following shall occur:

(a) Each share of common stock, $.01 par value, of PISC-CT issued and outstanding immediately prior to the Effective Date shall, by virtue of this Plan and Agreement of Merger and without any action on the part of any shareholder of PISC-CT, be canceled forthwith and the certificates representing such shares shall be presented for surrender and cancellation. No consideration shall be paid for the shares.

(b) The One Hundred (100) shares shares of common stock, par value $0.01 per share of PISC-DE issued and outstanding immediately prior to the Effective Date will remain issued and outstanding and unaffected by the merger.

9. Directors. The names and addresses of the directors of PISC-DE following the Effective Date, who shall hold office from the Effective Date until their successors have been elected and qualified is:

Name of Director	Post Office Address
Kenneth A. Shewer	900 King Street
	Rye Brook, New York 10573
Marc S. Goodman	900 King Street
	Rye Brook, New York 10573

10. Officers. The names and addresses of the officers of PISC-DE following the Effective Date, who shall hold office from the Effective Date until their successors are appointed and have qualified or until their earlier resignation or removal are as follows:

Name	Office	Post Office Address
Marc S. Goodman	President, Co-Chief Executive Officer & Treasurer	900 King Street Rye Brook, New York 10573
Kenneth A. Shewer	Chairman and Co-Chief Executive Officer	900 King Street Rye Brook, New York 10573
Esther E. Goodman	Senior Executive Vice President & Asst. Secretary	900 King Street Rye Brook, New York 10573
Braxton Glasgow III	Executive Vice President	900 King Street Rye Brook, New York 10573
Maureen S. Howley	Senior Vice President and Chief Financial Officer	900 King Street Rye Brook, New York 10573
Lawrence S. Block	Senior Vice President, General Counsel, and Secretary	900 King Street Rye Brook, New York 10573
Joanne D. Rosenthal	Senior Vice President	900 King Street Rye Brook, New York 10573
Richard Horowitz	Senior Vice President	900 King Street Rye Brook, New York 10573
Peter Fell	Senior Vice President	900 King Street Rye Brook, New York 10573
Melissa Cohen	Vice President	900 King Street Rye Brook, New York 10573
Florence Y. Sofer	Vice President	900 King Street Rye Brook, New York 10573
Douglass D. Hubbell	Vice President	900 King Street Rye Brook, New York 10573
David K. Spohr	Vice President and Director of Fund Administration	900 King Street Rye Brook, New York 10573

11. Vacancies. If, upon the Effective Date, a vacancy shall exist in the Board of Directors or in any of the offices of PISC-DE as specified above, such vacancy shall be filled in the manner provided by law and by the by-laws of PISC-DE.

12. Plan of Reorganization. This Plan and Agreement of Merger constitutes a plan of reorganization, to be carried out in the manner, on the terms and subject to the conditions set forth herein.

13. Expenses. The Surviving Corporation shall pay all expenses of carrying this Plan and Agreement of Merger into effect and accomplishing the merger.

IN WITNESS WHEREOF, the parties hereto, pursuant to the authority given by their respective Board of Directors, have caused this Plan and Agreement of Merger to be executed and delivered as of the 1st day of January, 2006.

PREFERRED INVESTMENT SOLUTIONS CORP.
(a Connecticut corporation)
By:	/s/ Marc S. Goodman
Name:	Marc S. Goodman
Title:	President
PREFERRED INVESTMENT SOLUTIONS CORP.
(a Delaware corporation)
By:	/s/ Marc S. Goodman
Name:	Marc S. Goodman
Title:	President

Certificate of the Secretary of

PREFERRED INVESTMENT SOLUTIONS CORP.

(a Delaware corporation)

I, Lawrence S. Block, the Secretary of Preferred Investment Solutions Corp., a Delaware corporation, hereby certify that this Plan and Agreement of Merger was duly approved and adopted as of January 1, 2006 by the written consent of the sole stockholder of Preferred Investment Solutions Corp., a Delaware corporation.

		/s/ Lawrence S. Block
		Lawrence S. Block
STATE OF NEW YORK	)
	)	ss:
COUNTY OF WESTCHESTER	)

On this 1st day of January, 2006, before me, the undersigned, a Notary Public in and for the State of New York personally appeared Marc S. Goodman, President of PREFERRED INVESTMENT SOLUTIONS CORP., a Connecticut corporation, to me known to be the individual who executed the foregoing document on behalf of said corporation, who acknowledged that he signed and sealed the same as his voluntary act and deed and as the voluntary act and deed of said corporation, for the uses and purposes set forth therein.

WITNESS my hand and seal affixed hereto the day and year first above written.

		/s/ Lawrence S. Block
		Notary Public
STATE OF NEW YORK	)
	)	ss:
COUNTY OF WESTCHESTER	)

On this 1st day of January, 2006, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared Marc S. Goodman, President of PREFERRED INVESTMENT SOLUTIONS CORP., a Delaware corporation, to me known to be the individual who executed the foregoing document on behalf of said corporation, who acknowledged that he signed and sealed the same as his voluntary act and deed and as the voluntary act and deed of said corporation, for the uses and purposes set forth therein.

WITNESS my hand and seal affixed hereto the day and year first above written.

/s/ Lawrence S. Block

Notary Public

EX-99.3.1

EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

OF

PREFERRED INVESTMENT SOLUTIONS CORP.

FIRST: The name of this corporation (the “Corporation”) is Preferred Investment Solutions Corp.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose or purposes of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is One Thousand (1,000) shares. All such shares are to be Common Stock, par value of $0.01 per share, and are to be of one class.

FIFTH: The incorporator of the Corporation is Lawrence S. Block, whose mailing address is 51 Weaver Street, Building One South, 2^nd Floor, Greenwich, Connecticut 06831.

SIXTH: Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

SEVENTH: In furtherance of and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter and repeal the By-Laws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any by-law, whether adopted by them or otherwise.

EIGHTH: A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this Certificate of Incorporation this 14^th day of October, 2005

/s/ Lawrence S. Block
Name:	Lawrence S. Block
Title:	Incorporator

EX-99.3.2

EXHIBIT 3.2

BY-LAWS

OF

PREFERRED INVESTMENT SOLUTIONS CORP.

ARTICLE I:

IDENTIFICATION

Section 1.01 Name. The name of the corporation is Preferred Investment Solutions Corp. (the “Corporation”).

Section 1.02 Offices. The principal office of the Corporation shall be located in Rye Brook, New York, or such other places, either within or without the State of New York, as the Board of Directors may determine. The Corporation may also have other offices at such other places, either within or without the State of New York, as the Board of Directors may determine.

ARTICLE II:

MEETINGS OF STOCKHOLDERS

Section 2.01 Place of Meetings. Meetings of the stockholders of the Corporation shall be held at such place within or without the State of Delaware as may from time to time be designated by the Board of Directors.

Section 2.02 Annual Meeting. The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such place within or without the State of Delaware, at such time and on such date, as may from time to time be designated by the Board of Directors

Section 2.03 Special Meetings. Special meetings of the stockholders of the Corporation may be called at any time and from time to time by the President or by a majority of the directors then in office, and shall be called by the Secretary upon the written request of stockholders holding of record at least a majority in number of the issued and outstanding shares of the Corporation entitled to vote at such meeting. Special meetings shall be held at such place within or without the State of Delaware, at such time and on such date as shall be specified in the call thereof.

Section 2.04 Notice of Meetings. Written notice of each meeting of the stockholders, stating the place, date and hour thereof and, in the case of a special meeting, the purpose or purposes for which it is called, shall be given, not less than ten nor more than sixty (60) days before the date of such meeting (or at such other time as may be required by statute), to each stockholder entitled to vote at such meeting. If mailed, such notice is given when deposited in the United States mail, postage prepaid, directed to each stockholder at his or her address as it appears on the records of the Corporation.

Section 2.05 Waiver of Notice. Whenever notice is required to be given of any annual or special meeting of the stockholders, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated in such notice, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice. Attendance of a person at a meeting of the stockholders shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 2.06 Adjournment. When any meeting of the stockholders is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted which might have been transacted at the original meeting. If the

adjournment is for more than thirty (30) days, or if after such adjournment the Board of Directors shall fix a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at such meeting.

Section 2.07 Quorum. At any meeting of the stockholders the presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of the Corporation entitled to vote at such meeting shall be necessary in order to constitute a quorum for the transaction of any business. If there shall not be a quorum at any meeting of the stockholders, the holders of a majority of the shares entitled to vote present at such meeting, in person or by proxy, may adjourn such meeting from time to time, without further notice to the stockholders other than an announcement at such meeting, until holders of the amount of shares required to constitute a quorum shall be present in person or by proxy.

Section 2.08 Voting. Each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. Voting need not be by ballot, except that all election of directors shall be by written ballot unless otherwise provided in the Certificate of Incorporation. Whenever any corporate action is to be taken by vote of the stockholders, it shall, except as otherwise required by law or by the Certificate of Incorporation, be authorized by a majority of the votes cast at a meeting of stockholders of the holders of shares entitled to vote thereon, except that all elections shall be decided by a plurality of the votes cast.

Section 2.09 Action Without a Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting thereof, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of such corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 2.10 Record Date. The Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten days before the date of any meeting of stockholders, nor more than sixty (60) days prior to any other action, as the record date for the purpose of determining the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action.

Section 2.11 Proxies. 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 or her 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.

ARTICLE III:

BOARD OF DIRECTORS

Section 3.01 Number; Qualifications. The Board of Directors shall consist of one or more members. The number of directors shall be fixed by the Board of Directors. Directors need not be stockholders of the Corporation.

Section 3.02 Term of Office. Each director shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.

Section 3.03 Meetings. A meeting of the Board of Directors shall be held for the election of officers and for the transaction of such other business as may come before such meeting as soon as practicable after the annual meeting of the stockholders. Other regular meetings of the Board of Directors may be held at such times as the Board of Directors of the Corporation may from time to time determine. Special meetings of the Board of Directors may be called at any time by the President of the Corporation or by a majority of the directors then in office. Meetings of the Board of Directors may be held within or without the State of Delaware.

Section 3.04 Notice of Meetings; Waiver of Notice; Adjournment. No notice need be given of the first meeting of the Board of Directors after the annual meeting of stockholders or of any other regular meeting of the Board of Directors. Notice of a special meeting of the Board of Directors, specifying the place, date and hour thereof, shall be delivered personally, mailed or telegraphed to each director at his or her address as such address appears on the books of the Corporation at least two business days (Saturdays, Sundays and legal holidays not being considered business days for the purpose of these By-Laws) before the date of such meeting. Whenever notice is required to be given under any provision of the Certificate of Incorporation or these By-Laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a director at a special meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, the directors or any committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these By-Laws. A majority of the directors present whether or not a quorum is present, may adjourn any meeting to another time and place. Notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the original meeting.

Section 3.05 Quorum; Voting. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.06 Participation by Telephone. Members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 3.07 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committee.

Section 3.08 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. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed by the officers on all papers which may require it, but no such committee shall have the power or authority in reference to (a) amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of the assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation, or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series); (b) adopting an agreement of merger or consolidation; (c) recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets; (d) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; or (e) amending these By-Laws and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another director to act at the meeting in the place of such absent or disqualified member.

Section 3.09 Removal; Resignation. Any director or the entire Board of Directors may be removed with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Any director may resign at any time, upon written notice to the Corporation.

Section 3.10 Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of directors then in office, although less than a quorum, or by a sole remaining director. When one or more directors shall resign from the Board of Directors, 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 provided above in the filling of other vacancies. A director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor.

Section 3.11 Compensation. The Board of Directors may fix the compensation of directors.

ARTICLE IV:

OFFICERS

Section 4.01 Election; Qualifications. At the first meeting of the Board of Directors and as soon as practicable after each annual meeting of stockholders, the Board of Directors shall elect or appoint a President, one or more Vice-Presidents, a Secretary and a Treasurer, and may elect or appoint at such time or from time to time a Chairman and such additional officers, with such titles as the Board of Directors shall designate by resolution, as the Board of Directors deems advisable. No officer need be a director of the Corporation. Any number of offices may be held by the same person.

Section 4.02 Term of Office; Vacancies. Each officer shall hold office until the election and qualification of his or her successor or until his or her earlier death, resignation or removal. Any vacancy occurring in any office, whether because of death, resignation or removal, with or without cause, or otherwise, shall be filled by the Board of Directors.

Section 4.03 Removal; Resignation. Any officer may be removed from office at any time with or without cause by the Board of Directors. Any officer may resign his or her office at any time upon written notice to the Corporation.

Section 4.04 The Chairman. If a Chairman is elected, the Chairman shall be the Chairman of the Board of Directors and shall have such powers and perform such duties as usually pertain to the office of Chairman as may from time to time be assigned by the Board of Directors. The Chairman shall preside at all meetings of the stockholders and the Board of Directors.

Section 4.05 The Chief Executive Officer. The Chief Executive Officer shall have overall management responsibility for the Corporation, shall set and carry out corporate policies and see to the execution of the Corporation’s long-term objectives. Unless otherwise specified in a resolution of the Board, the President shall also serve as Chief Executive Officer. The Chief Executive Officer shall have authority to sign for and bind the corporation to any contract, mortgage, and other agreements unless the Board directs another officer to sign such document; and in general shall have such authority and responsibilities as are incident to the office of Chief Executive Officer or are delegated to him by the Board of Directors.

Section 4.06 Powers and Duties of the President. The President shall have general supervision over the business and operations of the Corporation in the ordinary course of business, subject, however, to the decisions of the Chief Executive Officer and the overall control of the Board of Directors. If a Chairman is not elected, the President shall preside at all meetings of the stockholders and the Board of Directors. The President shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these bylaws, to some other officer or agent of the Corporation; and, in general, shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 4.07 Powers and Duties of the Vice-Presidents. Each of the Vice-Presidents shall be given such titles and designations and shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors.

Section 4.08 Powers and Duties of the Secretary. The Secretary shall record and keep the minutes of all meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose. The Secretary shall attend to the giving and serving of all notices by the Corporation. The Secretary shall be the custodian of, and shall make or cause to be made the proper entries in, the minute book of the Corporation and such other books and records as the Board of Directors may direct. The Secretary shall be the custodian of the corporate seal of the Corporation and shall affix or cause to be affixed such seal to such contracts and other instruments as the Board of Directors may direct. The Secretary shall have such other powers and shall perform such other duties as may from time to time be assigned to him or her by the Board of Directors.

Section 4.09 Powers and Duties of the Treasurer. The Treasurer shall be the custodian of all funds and securities of the Corporation. Whenever required by the Board of Directors, the Treasurer shall render a statement of the Corporation’s cash and other accounts, and shall cause to be entered regularly in the proper books and records of the Corporation to be kept for such purpose full and accurate accounts of the Corporation’s receipts and disbursements. The Treasurer shall at all reasonable times exhibit the Corporation’s books and accounts to any director of the Corporation upon application at the principal office of the Corporation during business hours. The Treasurer shall have such other powers and shall perform such other duties as may from time to time be assigned to him or her by the Board of Directors.

Section 4.10 Assistant Secretary. The Assistant Secretary, (or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.11 Delegation. In the event of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may at any time or from time to time delegate all or any part of the powers or duties of any officer to any other officer or officers or to any director or directors.

ARTICLE V:

STOCK

Section 5.01 Consideration and Payment. The capital stock of the Corporation may be issued for such consideration as may be fixed from time to time by the Board of Directors; provided, however, that the consideration may not be less than the par value of any stock having a par value. Payment of such consideration may be made, in whole or in part, in (a) cash, securities or other property of any description, or any interest therein, (b) labor or services rendered to or for the benefit of the Corporation, or (c) shares, securities or other obligations of the Corporation actually surrendered, canceled or reduced. No certificate shall be issued for any shares until such shares are fully paid.

Section 5.02 Certificates Representing Shares. The shares of the Corporation shall be represented by certificates signed by the President or any Vice-President and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary. Any of or all the signatures on the certificate may be a facsimile.

Section 5.03 Lost Certificates. Whenever a person requests the issuance of a certificate of stock to replace a certificate alleged to have been lost by theft, destruction or otherwise, the Board of Directors may require such person to make an affidavit regarding the fact of such loss before authorizing the requested issuance. Before issuing a new certificate, the Board of Directors may also require a bond of indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost.

Section 5.04 Transfer of Stock. The Corporation or its transfer agent shall register a transfer of a stock certificate, issue a new certificate and cancel the old certificate upon presentation for transfer of a stock

certificate duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer if there has been compliance with any applicable tax law relating to the collection of taxes and after the Corporation or its agent has discharged any duty to inquire into any adverse claims of which the Corporation or agent has notice. Notwithstanding the foregoing, no such transfer shall be effected by the Corporation or its transfer agent if such transfer is prohibited by law, by the Certificate of Incorporation or a by-law of the Corporation or by any contract or agreement to which the Corporation is a party.

ARTICLE VI:

DIVIDENDS AND RESERVES

Section 6.01 Dividends. To the extent permitted by law and subject to any limitations or conditions contained in the Certificate of Incorporation, the Board of Directors may declare dividends, which may be paid in cash, property or in shares of the capital stock of the Corporation.

Section 6.02 Reserves. Before payment of any dividend, the Board of Directors may set aside out of any funds available for dividends such sum or sums as the Board of Directors, in its absolute discretion, may determine as a reserve or reserves to meet contingencies, to equalize dividends, to repair or maintain property or to serve other purposes conducive to the interests of the Corporation.

ARTICLE VII:

EXECUTION OF DOCUMENTS

Section 7.01 Execution of Documents. All contracts, agreements, instruments, bills payable, notes, checks, drafts, warrants or other obligations of the Corporation shall be made in the name of the Corporation and shall be signed by such officer or officers as the Board of Directors may from time to time designate.

ARTICLE VIII:

SEAL

Section 8.01 Seal. The seal of the Corporation shall contain the name of the Corporation, the words “Corporate Seal”, the year of its organization and the word “Delaware.”

ARTICLE IX:

FISCAL YEAR

Section 9.01 Fiscal Year. The fiscal year of the Corporation shall end on such date of each year as the Board of Directors may prescribe.

ARTICLE X:

INDEMNIFICATION

Section 10.01 Indemnification. The Corporation shall indemnify all persons to the full extent permitted, and in the manner provided, by the Delaware General Corporation Law, as the same now exists or may hereafter be amended.

ARTICLE XI:

AMENDMENT OF BY-LAWS

Section 11.01 Amendment. These By-Laws may be amended or repealed, and any new By-Law may be adopted, by the stockholders entitled to vote or by the Board of Directors.