BY-LAWS OF
AXSYS TECHNOLOGIES, INC.
(a Delaware corporation)

ARTICLE I

The Company shall maintain a registered office in the State of Delaware as required by law. The Company m ay also have offices in such other places, either within or without the State of Delaware, as the Board of Directors (the "Board") may from time to time designate or as th e business of the Company may require.

ARTICLE II

The seal of the Company shall have inscribed thereon the name of the Company, the state of its incorporation and t he words "Corporate Seal." The seal may be used by causin g it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

ARTICLE III

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the Stockholders of the Company shall be held at such place either within or without the State of Dela ware as may from time to time be designated by the Board and stated in the notice of meeting.

Section 2. Annual Meeting of Stockholders.

1. The annual meeting of the Stockholders of the Company for the election of directors and for the transactio n of such other business as may properly come before the meeting shall be held at such date and at such hour each year as the Board shall by resolution determine and, if s uch date is a legal holiday under the laws of the place w here the meeting is to be held, then the annual meeting of the Stockholders shall be held on the next succeeding d ay not a legal holiday under the laws of such place, or o n such other date or at such other hour as the Board may from time to time by resolution determine.
2. If the election of directors shall not be held on the day designated by the Board for any annual meeting, or at any adjournment of such meeting, the Board shall ca ll a special meeting of the Stockholders as soon as conveniently possible thereafter.

Section 3. Special Stockholders Meetings. Special meetings of the Stockholders for any purp ose or purposes shall be called only upon the request of the Chairman of the Board or the written consent of three-quarters (75%) of the entire Board. No special meeting of the Stockholders shall consider any business except th at which is designated in the notice of meeting.

Section 4. Notices of Meetings. Notices of both special and annual Stockholders' meetings s hall be given in writing and shall be signed (originally or by facsimile) by the Secretary or by the persons calling the meeting. Each such notice shall state the place, date and hour of the meeting, the purpose or purposes for which it is called and, if such purpose is to amend the Certificate of Incorporation, shall describe the proposed amendment, the reasons for its proposal and the general effects thereof. Such notices shall be given personally or sent by mail to each Stockholder of record entitled to vote at the meeting. Such notices shall be given not le ss than ten (10) nor more than sixty (60) days before the date of such meeting. If mailed, any such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the adjourned meeting of Stockholders if the time and place to which the meeting is adjourned are announced at the meeting at which the adjou rnment is taken; provided, however, that if after the adjournment the Board fixes a new record date for the adjou rned meeting, a notice for the adjourned meeting shall be given to each Stockholder of record on the new record date entitled to notice.

Section 5. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, at any meeting of the Stockholders, the presence either in person or by proxy, of the holders of a majority in voting power of the Voting Stock shall constitute a quorum, provided, however, that if the vote of a greater percent age shall be required to take any action to be considered at such meeting, the presence at the meeting, either in person or by proxy, of the holders of the percentage so r equired shall constitute a quorum for the purposes of considering such action. If the holders of the number of vo tes necessary to constitute a quorum for any purpose shal l fail to attend the meeting at the time and place fixed in the notice of the meeting, the meeting shall be contin ued from time to time (no such adjournment or adjournment s shall exceed sixty (60) days), until the holders of the number of votes requisite to constitute the quorum shall attend. At such adjourned meeting at which a quorum sha ll be present, any business may be transacted which might have been transacted at the meeting as originally notifi ed.

Section 6. Voting. At each meeting of Stockholders, every Stockholder having the right to vote shall be entitled to vote, either in person or by proxy, the number of votes as provided for in or pursuant to the Certificate of Incorporation fo r each share of Voting Stock registered in his name on the books of the Company on the record date determined for such meeting in accordance with Section 7 of this Article III. When a quorum is present at any meeting, the affirmative vote of a majority of the votes cast by the Stockh olders entitled to vote, present in person or by proxy at the meeting, shall decide any matter brought before such meeting, unless the question is one upon which, by expre ss provision of the laws of the State of Delaware or 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 7. Record Date. In order to determine the holders of record of the Company's stock who are entitled to notice of meetings, to vote at a meet ing or adjournment thereof, and to receive payment of any dividend, or to make a determination of the Stockholders or record for any proper purpose, the Board may fix in a dvance a date as the record date for such determination of Stockholders. Such date shall not be more than sixty ( 60) days prior to the date of the action which requires s uch determination, nor, in the case of a meeting of the Stockholders, shall it be less than ten (10) days in advan ce of such meeting. If no record date is fixed for the d etermination of Stockholders entitled to vote at a Stockholders' meeting, or Stockholders entitled to receive paym ent of a dividend, the close of business on the day next proceeding the date on which notice of the Stockholders' meeting is given or the date on which the resolution of t he Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination. A determination of Stockholders of record entitled to no tice of or to vote at any meeting shall apply to any adjo urnment of such meeting, except that the Board may fix a new record date for any adjourned meeting.

Section 8. Presiding Officer; Order of Business; Conduct of Meeting.

1. Meetings of the Stockholders shall be presided over by the Chairman of the Board, or if he is not presen t, by the Chief Operating Officer, or if he is not presen t, by a Vice President. The Secretary of the Company, or, in his absence, as Assistant Secretary, shall act as se cretary of every meeting, but in the absence of the Secre tary or Assistant Secretary, the chairman of the meeting may choose any person present to act as secretary of the meeting.
2. Subject to the provisions of this Section 8 of Article III, meetings of Stockholders shall generally fo llow accepted rules of parliamentary procedure.
   1. The chairman of the meeting shall have absolute authority over matters of procedure and to stat e the rules under which the voting shall be conducted.
   2. If disorder shall arise which prevents continuation of the legitimate business of the meeting, the chairman may quit the chair and announce the adjournm ent of the meeting; and upon his so doing, the meeting shall be automatically adjourned.
   3. The chairman may ask or require that anyone not a bona fide Stockholder or proxy leave the meet ing.
   4. A resolution or motion shall be considered for a vote only is proposed by a Stockholder or duly authorized proxy, and seconded by an individual, who is a Stockholder or a duly authorized proxy, other than the individual who proposed the resolution or motion.
3. The following order of business shall be observed at all annual Stockholders' meetings insofar as is pra cticable:
   1. Calling the roll.
   2. Reading, correcting and approving minutes of a previous meeting, unless the same be waived.< /li>
   3. Special business stated in the notice of meeting.
   4. Election of directors.
   5. New business.

Section 9. Proxies. Each Stockholder entitled to vote at any meeting of Stockholders may vo te his shares through a proxy or attorney-in-fact appoint ed by a written instrument signed by the Stockholder and delivered to the secretary of the meeting at or prior to the time designated for holding such meeting, but in any event not later than the time designated in the order of business for so delivering such proxies. No proxy shall be voted or acted upon after three (3) years from its dat e, unless the proxy provides for a longer period. No proxy shall be valid and voted on after the meeting of the S tockholders, or any adjournment thereof, to which it appl ies. Every proxy shall be revocable at the pleasure of the Stockholder executing it, except in those cases where an irrevocable proxy is duly executed and permitted by la w.

Section 10. Voting List. A complete list of Stockholders of the Company entitled to vote at the ensuing meeting, arranged in alphabetical order, and showing the address of and number and class of shares entitled to vote at such meeting owned by each Stockholder s hall be prepared by the Secretary or other officer of the Company or the transfer agent, transfer clerk or registrar of the Company having the charge of the stock transfer books. Such list shall be produced and kept available a t the time and places required by law. Failure to comply with the requirements of this Section shall not affect t he validity of any action taken at such meeting of the St ockholders.

Section 11. Nominations of Directors. Nominations of candidates for election as directors at any annual meeting of shareholders may be made (i) by, o r at the direction of, a majority of the Board of Directors or (ii) by any shareholder of record entitled to vote at such annual meting. Only persons nominated in accorda nce with procedures set forth in this section 11 shall be eligible for election as directors at an annual meeting.

Nominations, other than those made by, or at the direction of, a majority of the Board of Directors shall be made pursuant to timely notice in writing to the Secretary of the Corporation as set forth in this Section 11. To be timely, a shareholder's notice shall be delivered to, or m ailed and received at, the principal executive offices of the Corporation not less than sixty (60) days nor more than (90) days prior to the date of the scheduled annual m eeting, regardless of postponements, deferrals, or adjour nments of that meeting to a later date; provided, however, that if less than seventy (70) days' notice or prior pu blic disclosure of the date of the scheduled annual meeti ng is given or made, notice by the shareholder to be timely must be so delivered or received not later than the cl ose of business on the tenth (10th) day following the ear lier of the day on which such notice of the date of the scheduled annual meeting was mailed or the day on which su ch public disclosure was made. Such shareholder's notice shall set forth (i) as to each person whom the shareholder proposes to nominate for election as a director (a) th e name, age, business address and residence address of su ch person, (b) the principal occupation or employment of such person, (c) the class and number of shares of the Co rporation's equity securities which are Beneficially Owne d (as defined below) by such person on the date of such shareholder notice and (d) any other information relating to such person that would be required to be disclosed pur suant to Regulation 13D under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the acquisition of shares, and pursuant to Regulatio n 14A under the Exchange Act, in connection with the solicitation of proxies with respect to nominees for election as directors, regardless of whether such person is subje ct to the provisions of such regulations, including, but not limited to, information required to be disclosed by I tems 4(b) and 6 of Schedule A of Regulation 14A and infor mation which would be required to be filed on Schedule B of Regulation 14A with the Securities and Exchange Commis sion (as such Items and Schedules are in effect on the da te hereof and such additional information required by those provisions or successor provisions adopted after the d ate hereof); and (ii) as to the shareholder giving the n otice (a) the name and address, as they appear on the Corporation's books, of such shareholder and any other share holder who is a record or Beneficial Owner of any equity securities of the Corporation and who is known by such shareholder to be supporting such nominee(s) and (b) the cl ass and number of shares of the Corporation's equity secu rities which are Beneficially Owned and owned of record by such shareholder on the date of such shareholder notice and the number of shares of the Corporation's equity sec urities Beneficially Owned and owned of record by any person known by such shareholder to be supporting such nomin ees(s) on the date of such shareholder notice. At the re quest of a majority of the Board of Directors any person nominated by, or at the direction of, the Board of Direct ors for election as a director at an annual meeting shall furnish to the Secretary of the Corporation that information required to be set forth in a shareholder's notice o f nomination which pertains to the nominee. Ballots bear ing the names of all the persons who have been nominated for election as directors at an annual meeting in accorda nce with the procedures set forth in this Section 11 shal l be provided for use at the annual meeting.

A majority of the directors may reject any nomination by a shareholder not timely made in accordance with the requ irement of this Section 11. If a majority of the directo rs determines that the information provided in a shareholder's notice does not satisfy the informational requireme nt of this Section 11 in any material respect, the Secret ary of the Corporation shall promptly notify such shareholder of the deficiency in the notice. The shareholder sh all have an opportunity to cure the deficiency by providi ng additional information to the Secretary within such period of time, not to exceed five (5) days, from the date such deficiency notice is given to the shareholder, as a majority of the directors shall reasonably determine. If the deficiency is not cured within such period, or if a majority of the directors reasonably determines that the additional information provided by the shareholder, together with the information previously provided, does not sa tisfy the requirements of this Section 11 in any material respect, then a majority of the directors may reject such shareholder's nomination. The Secretary of the Corpora tion shall notify a shareholder in writing whether his no mination has been made in accordance with the time and informational requirements of this Section 11. Not withsta nding the procedure set forth in this Section 11, if the majority of the directors does not make a determination as to the validity of any nominations by a shareholder, th e presiding officer of the annual meeting shall determine and declare at the annual meeting whether a nomination was not made in accordance with the terms of this Section 11. If the presiding officer determines that a nominatio n was not made in accordance with the terms of this Section 11, he shall so declare at the annual meting and the d efective nomination shall be disregarded.

For purposes of this Section 11 and Section 12, a person shall be considered the "Beneficial Owner" of any securit y (whether of not owned of record):

1. with respect to which such person or any affiliate or associate (as those terms are defined under Rule 11b-2 of the General Rules and Regulations under the Exchange Act) of such person directly or indirectly has or shares (i) voting power, including the power to vote o r to direct the voting of such securities and/or (ii) inv estment power, including the poser to dispose of or to direct the disposition of such security;
2. which such person or any affiliate or associate of such person has (i) the right or obligation to acquire (whether such right or obligation is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether o r not in writing) or upon the exercise of conversion righ ts, exchange rights, warrants or options, or otherwise, and/or (ii) the right to vote pursuant to any agreement, a rrangement or understanding (whether or not in writing an d whether or not such right is exercisable immediately or only after the passage of time); or
3. which is Beneficially Owned within the meaning of (a) or (b) of this paragraph by any other person wi th which such first-mentioned person or any of its affili ates or associates has any agreement, arrangement or understanding (whether or not in writing), with respect to (x ) acquiring, holding, voting or disposing of such securit y or any security convertible into or exchangeable or exercisable for such security, or (y) acquiring, holding or disposing of all or substantially all of the assets or bu sinesses of the Corporation or a subsidiary of the Corporation.

Section 12. Notice of Shareholder Proposals.

1. At an annual meeting of shareholders, only such new business shall be conducted, and only such prop osals shall be acted upon, as shall have been brought bef ore the annual meeting (a) by, or at the direction of, the majority of the Board of Directors or (b) by any shareh older of the Corporation who complies with the notice pro cedures set forth in this Section 12. For a proposal to be properly brought before an annual meeting by a shareho lder, the shareholder must have given timely notice there of in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to, or mailed and received at, the principal executive offices o f the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the scheduled annual meeti ng, regardless of any postponement, deferrals, or adjourn ments of that meeting to a later date; provided, however, that if less than seventy (70) days' notice or prior pu blic disclosure of the date of the scheduled annual meeti ng is given or made, notice by the shareholder, to be timely, must be so delivered or received not later than the close of business on the tenth (10th) day following the e arlier of the day on which such notice of the date of the scheduled annual meeting was mailed or the day on which such public disclosure was made. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the proposal desired to be brough t before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and a ddress, as they appear on the Corporation's books, of the shareholder proposing such business and any other shareholder who is the record or Beneficial Owner of any equity security of the Corporation known by such shareholder to be supporting such proposal, (c) the class and number of shares of the Corporation's equity securities which are Beneficially Owned and owned of record by the shareholder giving the notice on the date of such shareholder notice and by any other record or Beneficial Owners of the Corp oration's equity securities known by such shareholder to be supporting such proposal on the date of such shareholder notice, and (d) and financial or other interest of the shareholder in such proposal.
2. If the presiding officer of the Annual Meeting determines that a stockholder proposal was not made in accordance with the terms of this Section, he shall so de clare at the Annual Meeting and any such proposal shall not be acted upon at the Annual Meeting.
3. This provision shall not prevent the consideration and approval or disapproval at the Annual Meeting or reports of officers, directors and committees of the B oard of Directors, but, in connection with such reports, no business shall be acted upon at such Annual Meeting un less stated, filed and received as herein provided.

Section 13. Action by Written Consent.

1. Whenever any action is required or permitted to be taken by the holders of Common Stock at any meet ing of stockholders of the Corporation, subject to the pr ovisions of Sections 13(b), (c) and (d) hereof, the action may be taken without a meeting, without prior notice an d without a vote, if a written consent setting forth the action so taken shall have been signed by the holders of the requisite number of shares of outstanding Common Stoc k required under applicable law or the Certificate of Inc orporation.
2. The record date for determining stockholders entitled to express consent to corporate action in wri ting without a meeting shall be fixed by the Board of Dir ectors of the Corporation. Any stockholder seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written noti ce, request the Board of Directors to fix a record date. The Board of Directors shall, upon receipt of such a req uest, fix as the record date the 15th day following recei pt of the request or such later date as may be specified by such stockholder. If the record date falls on a Satur day, Sunday or legal holiday, the record date shall be th e day next following which is not a Saturday, Sunday or legal holiday.
3. In the event of the delivery to the Corporation of a written consent or consents purporting to auth orize or take corporate action and/or related revocations (each such written consent and related revocation is referred to in this Section 13 as a "Consent"), the Secretar y of the Corporation shall provide for the safekeeping of such Consent and shall conduct such reasonable investigation as he deems necessary or appropriate for the purpose of ascertaining the validity of such Consent and all mat ters incident thereto, including, without limitation, whether the holders of shares having the requisite voting po wer to authorize or take the action specified in the Cons ent have given consent; provided, however, that if the corporate action to which the Consent relates is the remov al or replacement of one or more members of the Board of Directors, the Secretary of the Corporation shall designate two persons, who may not be members of the Board of Di rectors, to serve as Inspectors with respect to such Cons ent, and such Inspectors shall discharge the functions of the Secretary of the Corporation under this Section 13(d ). If after such investigation the Secretary or the Insp ectors (as the case may be) shall determine that the Consent is valid, that fact shall be certified on the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders, and the Consent shall be filed in such records, at which time the Consen t shall become effective as stockholder action; provided, however, that neither the Secretary nor the Inspectors (as the case may be) shall make such certification or fili ng, and the Consent shall not become effective as stockho lder action, until the final termination of any proceedings which may have been commenced in the Court of Chancery of the State of Delaware or any other court of competent jurisdiction for an adjudication of any legal issues incident to determining the validity of the Consent, unless and until such court shall have determined that such proc eedings are not being pursued expeditiously and in good faith.

ARTICLE IV

Board of Directors

Section 1. General Authority. The property, business and affairs of the Company shall be ma naged and controlled by the Board of Directors, which may exercise all such powers of the Company and do all such lawful acts and things as are not by applicable law or th e Certificate of Incorporation of these By-laws directed or required to be exercised or done by the Stockholders.

Section 2. Number and Term of Office. The number of directors shall be not less than two (2 ) nor more than twelve (12). The number of directors sha ll be fixed by the Board from time to time by the affirmative vote of at least a majority of the entire Board; pr ovided, however, that no decrease in the number of direct ors shall have the effect of shortening the term of any incumbent director. Each director shall be of legal age. The directors need not be Stockholders and need not be r esidents of the State of Delaware.

Section 3. Vacancies; Newly Created Directorships. Any vacancy occurring in the Board cause d by death, resignation, removal or otherwise, and any ne wly created directorship resulting from an increase in the number of directors, may be filled only by the affirmat ive vote of at least a majority of the directors then in office, although such directors are less than a quorum, or by the sole remaining director. Each director chosen t o fill a vacancy or a newly created directorship shall ho ld office until the next election of directors, and subject to his earlier death, resignation or removal in accord ance with the Certificate of Incorporation, these By-laws and applicable law, until his successor shall be duly elected and shall qualify.

Section 4. Removal of Directors. Any one or more of the directors of the Company may be rem oved from office only for cause and only by the affirmati ve vote of three-quarters (75%) of the entire Board or by the affirmative vote of two-thirds(66 2/3%) of the votes represented by the issued and outstanding shares of the Company entitled to vote at a meeting called for such purpose.

Section 5. Place of Meetings. The directors may hold their meetings in such place or places , either within or without the State of Delaware, as the Board may from time to time by resolution determine.

Section 6. Regular and Special Meetings.

1. A regular meeting of the Board shall follow each annual meeting of Stockholders as promptly as is pract icable for the purpose of organization, the election and appointment of officers and the transaction of other business. Other regular meetings of the Board shall be held at such times and places as the Board shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday under the laws of t he place where the meeting is to be held, the meeting whi ch would otherwise be held on that day shall be held at the same hour on the next succeeding business day.
2. Special meetings of the Board shall be held whenever called by the Chairman of the Board or by the Secr etary and shall also be called by the Secretary on the wr itten request of a majority of the directors of the Company.

Section 7. Notice of Meetings. Notice of the regular meeting of the Board following the ann ual meeting of the stockholders need not be given. Notic e of each other regular meeting shall be furnished in writing to each member of the Board not less than two days i n advance of such meeting. Notice of each special meetin g of the Board shall be given at least two (2) hours prior to the time of such special meeting and such notice may be given by the Secretary by telephone. Notices of any other meetings shall be addressed to each director at his place of business and shall be in writing or shall be gi ven by telephone, confirmed in writing. Notice need not be given to any director who shall, either before or after the meeting, submit a signed waiver of such notice or w ho shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to such director. Every such notice shall state the time and place bu t need not state the purpose of the meeting.

Section 8. Participating in Meeting by Means of Communications Equipment. Any one or more m embers of the Board or any committee thereof may particip ate in any meeting of the Board or of any such committee by means of conference telephone or similar communication s equipment by means of which all persons participating i n the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 9. Quorum and Manner of Acting. Except as otherwise provided by law, the Certificat e of Incorporation or these By-laws, a majority of the fu ll number of directors then in office (including both those elected and appointed) shall constitute a quorum for t he transaction of business at any meeting of the Board; provided, however, that if the vote of a greater percentage of the Board shall be required to take any action to b e considered at such meeting, the presence at the meeting of the percentage so required shall constitute a quorum for purposes of considering such action. Except as so pr ovided, the vote of a majority of the directors present a t any meeting at which there is a quorum shall be the act of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting to another time and place. At any adjourned meeting at which a quorum is present, any business may be transacted which migh t have been transacted at the meeting as originally calle d.

Section 10. Action Without a Meeting. Any action required or permitted to be taken at any me eting of the Board or any committee thereof may be taken without a meeting if a consent in writing describing the action so taken shall be signed by all of the directors o r members of such committee entitled to vote with respect to the subject matter thereof. Each such consent in writing shall be filed with the minutes of the proceeding of the Board.

Section 11. Order of Business. At any meeting of the Board, business shall be transacted in such order as the Board may by resolution determine. At all meetings of the Board, the Chairman of the Board, or in his absence a director designated by a majority of the directors attending the meeting, shall preside.

Section 12. Minutes. The Board and each committee thereof shall keep written minutes of its meetings. In the event the Secretary of the Company is n ot a member of the Board or a committee, the Board of such committee shall prescribe by a resolution the officer o r other person who shall be charged with the responsibili ty of keeping and maintaining such minutes.

Section 14. Dividends. Subject always to the provisions of the laws of Delaware and the Cert ificate of Incorporation, the Board of shall have full po wer to determine whether any, and if so what part, of the fund legally available for the payment of dividends shal l be declared in dividends and paid to the Stockholders o f the Company. The Board may fix a sum which may be set aside or reserved over and above the paid-in capital of t he Company for working capital or as a reserve for any pr oper purpose, and from time to time may increase, diminish and vary such funds in the Board's absolute judgment an d discretion. Dividends upon the shares of stock of the Company, subject always to the mentioned provisions, may be declared by the Board at any regular or special meetin g, payable in cash, property or shares of the Company's s tock.

ARTICLE V

Section 1. Executive Committee. The Board may, by resolution adopted by at least three-quar ters (75%) of the entire Board, designate two or more its members to constitute members or alternate members of an Executive Committee.

Section 2. Powers and Authority of Executive Committee.Executive Committee shall have and ma y exercise, between meetings of the Board, all of the pow ers and authority of the Board in the management of the business and affairs of the company, including, if such Co mmittee is so empowered and authorized by resolution adop ted by the affirmative vote of that percentage of the entire Board that would be required for the Board to act in the particular instance, to fill vacancies on any committ ee of the Board except the Executive Committee, ad to submit to the Stockholders any action that requires Stockhol der authorization, except that the Executive Committee sh all not have such power or authority in reference to:

1. the amendment, alteration or repeal of any provision of the Certificate of Incorporation or the By-laws of the Company or the addition or insertion of other prov isions therein;
2. declaring a dividend or other corporate distribution;
3. removing any member of the Board or filling any vacancy on the Board;
4. adopting an agreement of merger or consolidation of the Company with or into any other corporation;
5. recommending to the Stockholders the sale, lease, or exchange of all, or substantially all, of the prope rty and assets of the Company.
6. recommending to the Stockholders a dissolution of the company or a revocation of a dissolution; or
7. amending or repealing any resolution of the Board which by its terms may be amended or repealed only by the Board.

The Board shall have the power at any time to change the membership of the Executive Committee, to fill all vac ancies in it and to discharge it, either for or without c ause; provided, however, that no such action shall be taken without the affirmative vote of at least three-quarte rs (75%) of the entire Board.

Section 4. Procedures; Meetings; Quorum. Regular meetings of the Executive Committee or any other committee of the Board, of which no notice shall b e necessary, may be held at such times and places as shall be fixed by resolution adopted by a majority of the mem bers thereof. Special meetings of the executive Committe e or any other committee of the Board shall be called at the request of any member thereof. So far as applicable, the provisions of Article IV of these By-laws relating t o notice, quorum and voting requirements applicable to meetings of the Board shall govern meetings of the Executiv e Committee or any other committee of the Board. The Exe cutive Committee or any other committee of the Board may adopt rules and regulations not inconsistent with the pro visions of the law, and the Certificate of Incorporation or these By-laws for the conduct of its meetings. The Executive Committee and each other committee of the Board s hall keep written minutes of its proceedings and shall re port on such proceedings to the Board at the next meeting of the Board.

ARTICLE VI

OFFICERS

Section 1. Number; Term of Office. The officers of the Company shall include a Chairman of the Board, a President, Chief Financial Officer, one or m ore Vice Presidents, a Treasurer, a Secretary, and such other officers or agents with such titles and such duties as the Board may from time to time determine, each to hav e such authority, functions or duties as provided in these By-Laws or as the Board may from time to time determine , and each to hold office for such term as may be prescri bed by the Board and until such person's successor shall have been chosen and shall qualify, or until such person' s death or resignation, or until such person's removal in the manner hereinafter provided. The Chairman of the Board shall be elected from among the directors. The Board may from time to time elect, or the Chairman of the Boar d or the President may appoint, such other officers, and such agents, as may be necessary or desirable for the bus iness of the Corporation. Such other officers and agents shall have such duties and shall hold their officers for such terms as may be prescribed by the Board or by the a ppointing authority.

Section 2. Vacancies and Removal. In case any office shall become vacant, the Board shall h ave power to fill such vacancies. In its discretion, the Board, by the vote of a majority of the entire Board, may leave any office unfilled for any such period as it may fix by resolution. In case of the absence or disability of any officer or any vacancy in any office, the Board may delegate the powers or duties of any officer to anothe r officer in the Company or to a director. Any officer o r agent of the Company may be removed, either with or without cause, at any time by the affirmative vote of three- quarters (75%) of the entire Board.

Section 3. Chairman of the Board. Unless the Board declares otherwise by resolution, the Ch airman of the Board shall be the Chief Executive Officer of the Company, and as such shall have general supervision and direction of the business and affairs of the Compan y, subject to the control of the Board. The Chairman of the Board shall be a director and, when present, shall preside at all meetings of the Board. He shall perform suc h other duties as may be prescribed from time to time by the Board or by these By-laws. He shall have the powers of the Chief Operating Officer and power to delegate any of the Chairman's powers, on a temporary or permanent bas is, to the Chief Operating Officer.

Section 4. President. Unless the Board declares otherwise by resolution, the President shal l be the Chief Operating Officer of the Corporation. He shall exercise such duties as customarily pertain to the office of President, and shall report to the Chairman of the Board. He may appoint and terminate the appointment or election of officers, agents, or other employees other than those appointed or elected by the Board or the Chai rman of the Board. He may sign, execute and deliver, in the name of the Corporation, powers of attorney, contracts, bonds and other obligations which implement policies e stablished by the Board, and shall perform such other dut ies as may be prescribed form time to time by the Board, the Chairman of the Board or by these By-laws. In the Ev ent that the Board fails to elect a Chairman of the Board , the President shall be the Chairman of the Board and all references in these By-laws to the Chairman of the Boar d and all references in these By-laws to the Chairman of the Board shall be deemed to refer to the President.

Section 5. Vice Presidents. Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Chairman of the Board, the Chief Operating Officer, the Executive Committee or the Board. In the absence or disability of the Chairman o f the Board and the Chief Operating Officer, any Vice Pre sident may sign and execute contracts and other obligations pertaining to the regular course of his duties which i mplement policies established by the Board, and shall per form such other duties as may be prescribed from time to time by the Board or these By-laws.

Section 7. Treasurer. Unless the Board otherwise declares by resolution, the Treasurer shal l have general custody of all the funds and securities of the Company and shall have general supervision of the collection and disbursement of funds of the Company. He sh all endorse for collection on behalf of the Company check s, notes and other obligations, and shall deposit the same to the credit of the Company in such bank or banks or d epository as the Board may designate. He may sign, with the Chairman of the Board, all bills of exchange or promissory notes of the Company. He shall enter or cause to b e entered regularly in the books of the Company a full an d accurate account of all funds received and paid by him on account of the Company; shall at all reasonable times exhibit his books and accounts to any director of the Co mpany upon application at the office of the Company during business hours; and, whenever required by the Board, t he Chairman of the Board or the Chief Operating Officer, shall render a statement of his accounts. He shall perform such other duties as may be prescribed from time to ti me by the Board or by these By-laws. He may be required to give bond for the faithful performance of his duties in such sum and with such surety as shall be approved by t he Board. The Board may authorize one or more accounting firms to perform any act or discharge any responsibility of the Treasurer. Any Assistant Treasurer shall, in the absence or disability of the Treasurer, perform the duti es and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

Section 8. Secretary. The Secretary shall keep the minutes of all meetings of the Stockhold ers and of the Board, and to the extent ordered by the Bo ard, the Chairman of the Board or the Chief Operating Officer, may keep the minutes of all committees. He shall c ause notice to be given of meetings of Stockholders, of t he Board, and of any committee appointed by the Board. He shall have custody of the corporate seal, minutes and r ecords relating to the conduct and acts of the Stockholde rs and Board, which shall, at all reasonable times, be open to the examination of any director. The Secretary or any Assistant Secretary may certify the record of proceed ings of the meetings of the Stockholders or of the Board, and of resolutions adopted at such meetings; may sign or attest certificates, statements or reports required to b e filed with governmental bodies or officials; may sign acknowledgments of instruments; may give notice of meeting s; and shall perform such other duties and have such othe r powers as the Board may from time to time prescribe.

Section 9. Bank Accounts. In addition to such bank accounts as may be authorized in the usu al manner by resolution of the Board, the Treasurer, with approval of the Chairman of the Board or the Chief Operating Officer, may authorize such bank accounts to be open ed or maintained in the name and on behalf of the Company as he may deem necessary or appropriate, provided payments from such bank accounts are to be made upon and accord ing to the check of the Company, which may be signed join tly or singly by either the manual or facsimile signature or signatures of such officers or bonded employees of th e Company as shall be specified in the written instructio ns of the Treasurer or Assistant Treasurer of the Company with the approval of the Chairman of the Board or the Ch ief Operating Officer of the Company.

Section 10. Proxies. Unless otherwise directed by the Board, the Chairman of the Board or th e Chief Operating Officer, or their designees, shall have full power and authority on behalf of the Company to attend and to vote upon all matters and resolutions at any m eeting of stockholders of any corporation in which the Co mpany may hold stock, and may exercise on behalf of the Company any and all of the rights and powers incident to t he ownership of such stock at any meeting, whether regula r or special, and at all adjournments thereof, and shall have power and authority to execute and deliver proxies a nd consents on behalf of the company in connection with t he exercise by the Company of the rights and powers incident to the ownership of such stock, with full power of su bstitution or revocation.

Section 11. Dual Offices. Any person may hold more than one office; provided, however, that the Chief Operating Officer shall not hold any other offi ce except that of the Chairman of the Board.

Section 12. Salaries. The salaries of all executives of the Company shall be fixed by the Bo ard. No officer shall be ineligible to receive such sala ry by reason of the fact that he is also a director of the Company and receiving compensation therefore.

ARTICLE VII

CERTIFICATES OF STOCK

Section 1. Forms.