Exhibit 3.1
AMENDED AND RESTATED BY-LAWS OF XO GROUP
INC.
ARTICLE I
CERTIFICATE OF INCORPORATION AND BYLAWS
Section 1. These By-Laws are subject to
the Certificate of Incorporation of the Corporation, as amended to date. 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.
ARTICLE II
OFFICES
Section 1. The registered office of the
Corporation in the State of Delaware shall be at 1013 Centre Road, in the city of Wilmington, County of New Castle, State of Delaware.
The registered agent at such address shall be Corporation Trust Company.
Section 2. The Corporation may also have
offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine
or the business of the Corporation may require.
ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders
for the election of directors shall be held at such place as may be fixed from time to time by the Board of Directors, or at such
other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders
shall be held at such 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 they shall elect by a plurality vote the directors to be elected at such meeting, and transact such other
business as may properly be brought before the meeting.
Section 3. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not
fewer than ten (10) nor more than sixty (60) days before the date of the meeting.
Section 4. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten (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 ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting,
or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may only be called
by the chairman of the board or the president and shall be called by the chairman of the board, the president or secretary at the
request in writing of two-thirds of the Board of Directors.
Section 6. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not
fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of fifty percent
(50%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute
a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the
meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or
of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control
the decision of such question.
Section 10. Unless otherwise provided in
the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person
or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in
the Certificate of Incorporation, the Chairman of the Board may adjourn a meeting of stockholders from time to time, without notice
other than announcement at the meeting. No notice of the time and place of an adjourned meeting need be given except as required
by law.
Section 12.
A. Annual Meetings of Stockholders
1. Nominations of persons for election to the Board
of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders
only (a) pursuant to the Corporation's notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided
for in this Section 12, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section
12.
2. For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (a)(1) of this Section 12, the stockholder
must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be
a proper matter for stockholder action. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close
of business on the one hundred twentieth (120th) day prior to the first anniversary of the date of the preceding year's annual
meeting; provided, however, that if either the date of the annual meeting is more than thirty (30) days before or more than seventy
(70) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of
business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the
later of the ninetieth (90th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day
on which public announcement of the date of such meeting is first made by the Corporation. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information
relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and Rule 14a-11 thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving
as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, the text of
the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business
includes a proposal to amend the By-laws of the Corporation, the language of the proposed amendment), the reasons for conducting
such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation's books, and
of such beneficial owner, (ii) the class and number of shares of capital stock of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose
such business or nomination, and (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part
of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's
outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies
from stockholders in support of such proposal or nomination. The Corporation may require any proposed nominee to furnish such other
information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.
3. Notwithstanding anything in the second sentence
of paragraph (a)(2) of this Section 12 to the contrary, in the event that the number of directors to be elected to the Board of
Directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of
the preceding year's annual meeting (or, if the annual meeting is held more than thirty (30) days before or sixty (60) days after
such anniversary date, at least seventy (70) days prior to such annual meeting), a stockholder's notice required by this Section
11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the
tenth (10th) day following the day on which such public announcement is first made by the Corporation.
B. Special Meetings of Stockholders. Only such business
shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's
notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders
at which directors are to be elected pursuant to the Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder
of the Corporation who is a stockholder of record at the time notice provided for in this Section 12 is delivered to the Secretary
of the Corporation, who is entitled to vote at the meeting and upon such election, who complies with the notice procedures set
forth in this Section 12. If the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors
to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons
(as the case may be), for election to such position(s) as specified in the Corporation's notice of meeting, if the stockholder's
notice required by paragraph (A)(2) of this Section 12 shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the close of business on the one hundred twentieth (120) day prior to such special meeting and
not later than the later of (x) the close of business of the ninetieth (90th) day prior to such special meeting or (y) the close
of business of the tenth (10th) day following the day on which public announcement is first made of the date of such special meeting
and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement
of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of
a stockholder's notice as described above.
C. General.
1. Only such persons who are nominated in accordance
with the procedures set forth in this Section 12 shall be eligible to be elected at an annual or special meeting of stockholders
of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this Section 12. Except as otherwise provided by law,
the Certificate of Incorporation or these By-Laws, the chairman of the board shall have the power and duty (a) to determine whether
a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance
with the procedures set forth in this Section 12 (including whether the stockholder or beneficial owner, if any, on whose behalf
the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be,
proxies in support of such stockholder's nominee or proposal in compliance with such stockholder's representation as required by
clause (A)(2)(c)(iv) of this Section 12) and (b) if any proposed nomination or business was not made or proposed in compliance
with this Section 12, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted.
2. For purposes of this Section 12, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 and 15(d) of the Exchange Act.
3. Notwithstanding the foregoing provisions of this
Section 12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth herein. Nothing in this Section 12 shall be deemed to affect any rights (i) of
stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act
or (ii) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate
of Incorporation.
Notwithstanding any other provision of law, the Certificate
of Incorporation or these By-Laws, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative
vote of the holders of at least 66.67% of the votes which all the stockholders would be entitled to cast at any annual election
of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Section
12.
ARTICLE IV
DIRECTORS
Section 1. The number of directors which
shall constitute the whole Board shall be determined by resolution of the Board of Directors or by the stockholders at the annual
meeting of the stockholders, except as provided in Section 2 of this Article. The Board shall be divided into three classes as
nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors
are elected and qualified. The Board of Directors shall be classified in accordance with the provisions of the Corporation's Certificate
of Incorporation. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled by 66.67% of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election
at which such director's class is to be elected and until their successors are duly elected and shall qualify, unless sooner displaced.
If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time
of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of
the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder
or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to
replace the directors chosen by the directors then in office.
Section 3. The business of the Corporation
shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders.
Meetings of the Board of Directors
Section 4. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or without the State of Delaware.
Section 5. Regular meetings of the Board
of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Members
of the Board of Directors may participate in regular or special meetings by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in
person.
Section 6. Special meetings of the Board
may be called by the chairman of the board, the chief executive officer or the president on two (2) days' notice to each director
by mail or twenty-four (24) hours’ notice to each director either personally or by telecopy; special meetings shall be called
by the chairman of the board, the chief executive officer, president or secretary in like manner and on like notice on the written
request of two directors unless the Board consists of only one director, in which case special meetings shall be called by the
chairman of the board, the chief executive officer, the president or secretary in like manner and on like notice on the written
request of the sole director.
Section 7. At all meetings of the Board
a majority of the directors fixed by Section 1 shall constitute a quorum for the transaction of business and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting
of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.
Section 8. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, 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 or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
Section 9. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors, or any 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 such participation
in a meeting shall constitute presence in person at the meeting.
Committees of Directors
Section 10. 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 thereof present at any meeting and not disqualified
from voting, whether or not such member or members 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, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the
Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall
have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.
Section 11. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when required.
Compensation of Directors
Section 12. Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of
directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be
paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special
or standing committees may be allowed like compensation for attending committee meetings.
Removal of Directors
Section 13. Any director or the entire Board
of Directors may be removed only in accordance with the provisions of the Corporation's Certificate of Incorporation.
ARTICLE V
NOTICES
Section 1. Whenever, under the provisions
of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director
or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given
by telecopy.
Section 2. Whenever any notice is required
to be given under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE VI
OFFICERS
Section 1. The officers of the Corporation
shall be chosen by the Board of Directors and shall consist of a chief executive officer, chief financial officer, president, treasurer
and a secretary. The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board.
The Board of Directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number
of offices may be held by the same person, unless the Certificate of Incorporation or these By-Laws otherwise provide.
Section 2. The Board of Directors at its
first meeting after each annual meeting of stockholders shall choose a chief executive officer, a president, a treasurer, and a
secretary and may choose vice presidents.
Section 3. The Board of Directors may
appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 4. The salaries of all officers
and agents of the Corporation shall be fixed by the Board of Directors or a committee thereof.
Section 5. The officers of the Corporation
shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may
be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of
the Corporation shall be filled by the Board of Directors.
The Chairman of the Board
Section 6. The Chairman of the Board, if
any, shall preside at all meetings of the Board of Directors and of the stockholders at which such individual shall be present.
Such individual shall have and may exercise such powers as are, from time to time, assigned to him by the Board and as may be provided
by law.
Section 7. In the absence of the Chairman
of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders
at which such individual shall be present. Such individual shall have and may exercise such powers as are, from time to time, assigned
to him by the Board and as may be provided by law.
Chief Executive Officer
Section 8. Such individual shall have general
and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors
are carried into effect.
Section 9. Such individual shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.
The President
Section 10. The President shall conduct
general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are
carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by
statute exclusively conferred on the President, to any other officer or officers of the Corporation. The President shall have the
general power and duties of supervision and management usually vested in the office of President of a corporation. In the absence
of the Chairman and Vice Chairman of the Board, the President shall preside at all meetings of the stockholders and the Board of
Directors. Such individual shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation,
except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
The Vice-Presidents
Section 11. In the absence of the president
or in the event of his inability or refusal to act, the vice-president, if any, (or in the event there be more than one vice-president,
the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
The Secretary and Assistant Secretary
Section 12. The secretary shall
attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the
meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. Such individual shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or president, under whose supervision such individual shall be. Such individual shall have custody of the
corporate seal of the Corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The
Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the
affixing by his signature.
Section 13. 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 his 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.
The Treasurer and Assistant Treasurers
Section 14. The treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation
in such depositories as may be designated by the Board of Directors.
Section 15. The treasurer shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account
of all his transactions as treasurer and of the financial condition of the Corporation.
Section 16. If required by the Board of
Directors, such individual shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
Section 17. The assistant treasurer, or
if there shall be more than one, the assistant treasurers 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 treasurer or in the event of his inability
or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
ARTICLE VII
CERTIFICATE OF STOCK
Section 1. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the chairman or vice-chairman
of the Board of Directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary of the Corporation, certifying the number of shares owned by him in the Corporation.
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 qualification, limitations or restrictions or
such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation
shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, 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.
Section 2. Any of or all the signatures
on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such individual were such officer, transfer agent or registrar
at the date of issue.
Lost Certificates
Section 3. The Board of Directors may direct
a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors
may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give
the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
Transfer of Stock
Section 4. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Fixing Record Date
Section 5. In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other 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, the Board of Directors may fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.
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.
Registered Stockholders
Section 6. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as
such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not
be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VIII
GENERAL PROVISIONS
Dividends
Section 1. Dividends upon the capital stock
of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.
Section 2. Before payment of any
dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purposes as the
directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve
in the manner in which it was created.
Checks
Section 3. All checks or demands for money
and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors
may from time to time designate.
Fiscal Year
Section 4. The fiscal year of the Corporation
shall end on December 31, unless otherwise fixed by resolution of the Board of Directors.
Seal
Section 5. The Board of Directors may adopt
a corporate seal having inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Transactions with Interested Parties
Section 6. 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 such 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, her or their votes are counted for such purpose, if:
| (1) | The material facts as to his or her 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 vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; |
| (2) | The material facts as to his or her 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. |
ARTICLE IX
AMENDMENTS
These By-Laws may be repealed, altered, amended or rescinded
by the stockholders of the Corporation by vote of not less than 66.67% of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders
called for that purpose (provided that notice of such proposed repeal, alteration, amendment or rescission is included in the notice
of such meeting). In addition, in accordance with the Corporation's Certificate of Incorporation, the Board of Directors may repeal,
alter, amend or rescind these By-Laws by vote of 66.67% of the Board of Directors.
ARTICLE X
EXCLUSIVE FORUM
Unless the Corporation consents in writing to the selection
of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation,
(ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer
or other employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, including a claim alleging
the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against the Corporation or any current
or former director or officer or other employee or agent of the Corporation arising pursuant to any provision of the General Corporation
Law of Delaware or the certificate of incorporation or these by-laws (as either may be amended from time to time), (iv) any action
asserting a claim related to or involving the Corporation or any current or former director or officer or other employee or agent
of the Corporation that is governed by the internal affairs doctrine, or (v) any action asserting an “internal corporate
claim” as that term is defined in Section 115 of the General Corporation Law of Delaware shall, in each case, be the Delaware
Court of Chancery located within the State of Delaware (or, if the Delaware Court of Chancery in the State of Delaware lacks jurisdiction
over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal
court located within the State of Delaware).
