EXHIBIT 3.1

RESTATED

CERTIFICATE OF INCORPORATION

of

GENERAL DYNAMICS CORPORATION

As adopted by the Board of Directors on October 6, 2004, pursuant to Section 245 of the General Corporation Law of the State of Delaware. Filed in the Office of the Secretary of State of the State of Delaware on October 6, 2004

RESTATED

CERTIFICATE OF INCORPORATION

OF

GENERAL DYNAMICS CORPORATION

(pursuant to Section 245)

The Corporation was initially incorporated on February 21, 1952, as “General and Atomic Manufacturing Corporation.” This Restated Certificate of Incorporation merely restates and integrates and does not further amend or supplement the Certificate of Incorporation; and further, there is no discrepancy between the Certificate of Incorporation and the provisions of this Restated Certificate of Incorporation.

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     FIRST: Name. The name of the corporation (hereinafter called the “Corporation”) is “General Dynamics Corporation.”

     SECOND: Delaware Office and Registered Agent. The registered office or place of business of the Corporation in the State of Delaware is located at 1209 Orange Street, Wilmington, County of New Castle. The name of the registered agent of the Corporation in the State of Delaware is The Corporation Trust Company.

     THIRD: Nature of the Business or Objects or Purposes. The nature of the business, or objects or purposes to be transacted, promoted or carried on are as follows:

     1. To engage in the business of manufacture and operation of ships and aircraft and to build, manufacture, fabricate, construct, assemble, design, develop, experiment with, produce, import, export, purchase, charter, hire or otherwise acquire, own, maintain, sell, lease, transfer, hold, operate, use, install, equip, replace, service, process, reprocess, repair, remodel, recondition, assign, mortgage, pledge or otherwise generally dispose of, trade and deal in boats, ships, vessels, submarines and other means of navigation of whatsoever kind and description, and airplanes, airships, helicopters, missiles, dirigibles, balloons, blimps and other aircraft and space vehicles of whatsoever kind and description, whether for use upon or under the surface of the sea, in the air or otherwise, including, without limitation, the acquisition in any manner whatsoever of all plants, properties, real estate, personalty, materials, machinery, motive power, supplies and other articles necessary or convenient for use, directly or indirectly, in connection therewith or related thereto.

     2. To engage in the business of research and experimentation in the field of nuclear chain reaction and atomic energy for any and all civilian, military or other purposes whatsoever to engage in any business relating, directly or indirectly, to the use of nuclear, fissionable, fusionable and radioactive material and atomic energy of any description, and to build, manufacture, fabricate, construct, assemble, design, develop, experiment with, produce, import, export, purchase, charter, hire or otherwise acquire, own, maintain, sell, lease, transfer, hold, operate, use, install, equip, replace, service, process, reprocess, repair, remodel, recondition, assign, mortgage, pledge or otherwise generally dispose of, trade and deal in propulsion machinery, reactors, boilers, pressure vessels, engines, mechanisms, tools, implements, instruments, appliances and apparatus of whatsoever kind and description, making use of, related to or having any purpose in connection with nuclear, fissionable, fusionable and radioactive materials and atomic energy, including, without limitation, the acquisition in any manner whatsoever of all plants, properties, real estate, personalty, materials, machinery, motive power, supplies and other articles necessary or convenient for use, directly or indirectly, in connection therewith or related thereto.

     3. To engage in the business of manufacture and operation of all types of transportation for use in the air, on and under the sea, and on and under the land, and to establish and maintain and operate shipping lines, air lines and vehicular lines of every description for the transportation of passengers and goods, to

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build, manufacture, fabricate, construct, assemble, design, develop, experiment with, produce, import, export, purchase, charter, hire or otherwise acquire, own, maintain, sell, lease, transfer, hold, operate, use, install, equip, replace, service, process, reprocess, repair, remodel, recondition, assign, mortgage, pledge or otherwise generally dispose of, trade and deal in ships and aircraft as hereinabove provided for, as well as automobiles, trucks, trailers, motorcycles, tractors and other vehicles of whatsoever kind and description, including, without limitation, the acquisition in any manner whatsoever of all plants, properties, real estate, personalty, materials, machinery, motive power, supplies and other articles necessary or convenient for use, directly or indirectly, in connection therewith or related thereto. Nothing herein shall be deemed to authorize the Corporation to construct, maintain or operate public utilities within the State of Delaware.

     4. To engage in the business of manufacture of machinery of every description, to build, manufacture, fabricate, construct, assemble, design, develop, experiment with, produce, import, export, purchase, charter, hire or otherwise acquire, own, maintain, sell, lease, transfer, hold, operate, use, install, equip, replace, service, process, reprocess, repair, remodel, recondition, assign, mortgage, pledge or otherwise generally dispose of, trade and deal in propulsion machinery, motors, engines, mechanisms, tools, implements, instruments, appliances and apparatus of whatsoever kind and description, whether operated by gasoline, kerosene, alcohol, electricity, oil, steam, nuclear fission, fusion or any other means, whether now known or hereafter discovered, including without limitation the acquisition in any manner whatsoever of all plants, properties, real estate, personalty, materials, machinery, motive power, supplies and other articles necessary or convenient for use, directly or indirectly, in connection therewith or related thereto.

     5. To engage in the business of manufacture of telephones, radios, televisions, radar, communication devices of any nature, and electronic products, to build, manufacture, fabricate, construct, assemble, design, develop, experiment with, produce, import, export, purchase, charter, hire or otherwise acquire, own, maintain, sell, lease, transfer, hold, operate, use, install, equip, replace, service, process, reprocess, repair, remodel, recondition, assign, mortgage, pledge or otherwise generally dispose of, trade and deal in telephonic, radio, broadcasting, receiving, televisual, radar, electric, magnetic, electro-magnetic, recording, reproducing, transmitting, phonographic, amplifying, message-receiving and message-sending apparatus, equipment, materials, articles, accessories, parts, instruments, appliances, devices, implements, machinery, tools, supplies, preparations, exchanges, circuits, networks, services, systems and contrivances of all kinds, electronic devices and products of any nature, now known or hereafter discovered, including without limitation the acquisition in any manner whatsoever of all plants, properties, real estate, personalty, materials, machinery, motive power, supplies and other articles necessary or convenient for use, directly or indirectly, in connection therewith or related thereto.

     6. To engage in the business of manufacture of synthetic and plastic substances and products, to build, manufacture, fabricate, construct, assemble, design, develop, experiment with, produce, import, export, purchase, charter, hire or otherwise acquire, own, maintain, sell, lease, transfer, hold, operate, use, install, equip, replace, service, process, reprocess, repair, remodel, recondition, assign, mortgage, pledge or otherwise generally dispose of, trade and deal in synthetic rubber, plywood, vulcanized fiber, celluloid, natural or synthetic plastics, plastic substances and materials, and any and all natural or synthetic organic materials made from cellulose, proteins, hydrocarbons or resins, including any and all compounds, mixtures and derivatives of the foregoing or any of them, and any and all articles consisting or partly consisting of the foregoing, including, without limitation, the acquisition in any mariner whatsoever of all plants, properties, real estate, personalty, materials, machinery, motive power, supplies and other articles necessary or convenient for use, directly or indirectly, in connection therewith or related thereto.

     7. To engage in the business of manufacture, production, purchase, creation or acquisition in any manner of, to use, transport, sell, market and dispose of, and generally to deal in and with liquid and compressed gases of all kinds, petrochemicals and other chemicals of the same or different character, and

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raw materials therefor and derivatives thereof, extracts, flavors, foods, syrups, preparations and products, and to manufacture, fabricate, produce, buy or otherwise create or acquire, erect, equip and install, use, transport, sell, lease, market and dispose of, and generally to deal in and with, machinery, appliances and supplies, including bottling machinery of all kinds and for all purposes, and all accessories thereto and appliances therefor, and store fixtures and furniture and furnishings, including soda fountains and all appurtenances thereto.

     8. To engage in the business of manufacturing, producing, purchasing, creating or acquiring in any manner and to use, transport, sell, lease, market and dispose of and generally to deal in and with brick, stone, lumber, cement, sand, gravel, aluminum, concrete materials, crushed stone, floor treatments, insulation, limes, masonry materials, metal products, paints and coatings, paper, pipe, plaster materials, refractories, roofing materials, and any other materials without limit used in the building, construction and other industries, and to manufacture, fabricate, produce, buy, or otherwise create or acquire, and erect, equip and install, use, transport, sell, lease, market and dispose of and generally deal in and with the foregoing and any machinery, appliances and supplies and other articles necessary or convenient for use, directly or indirectly, in connection therewith or related thereto.

     9. To engage in the business of mining, milling, concentrating, converting, smelting, treating, preparing for market, manufacturing, buying, selling, exchanging and otherwise producing and dealing in coal, sand, gravel, aluminum, lime, dolomite, and without limitation any and all minerals whatsoever and the products and by-products thereof of every kind and description and by whatever process the same can be or may hereafter be produced and generally and without limit as to amount to buy, sell, exchange, lease, acquire, and otherwise deal in lands, mines and mineral rights and claims and to conduct all business appertaining thereto, to purchase, lease or otherwise acquire mining rights, timber rights, oil and gas rights, mines, buildings, dwellings, plants, machinery, tools and other properties whatsoever which may from time to time be deemed advantageous, to mine and market any mineral or other product that may be found in or on such lands and to explore, work, exercise, develop or turn to account the same; to construct, operate, own, lease or otherwise make use of, railways, tramways, boats, barges, vessels, automotive vehicles, or any means of transportation whatsoever in mining and moving and transporting such products, including, without limitation the acquisition in any manner whatsoever of all plants, properties, real estate, personalty, material, machinery, motive power, supplies and other articles necessary or convenient for use, directly or indirectly, in connection therewith or related thereto.

     10. To engage in the business of manufacturing and merchandising, generally and without limitation, all types of products and articles, to build, manufacture, fabricate, construct, assemble, design, develop, experiment with, produce, import, export, purchase, charter, hire or otherwise acquire, own, maintain, sell, lease, transfer, hold, operate, use, install, equip, replace, service, process, reprocess, repair, remodel, recondition, assign, mortgage, pledge or otherwise generally dispose of, trade and deal in, all types of manufactured products, articles, apparatus, machinery, machines, equipment, devices, accessories, systems, parts, supplies, tools, implements, apparatus, raw materials, natural products, manufactured products, of whatsoever kind and description, including, without limitation, the acquisition in any manner whatsoever of all plants, properties, real estate, personalty, materials, machinery, motive power, supplies and other articles necessary or convenient for use, directly or indirectly, in connection therewith or related thereto.

     11. To build, manufacture, fabricate, construct, assemble, design, develop, experiment with, produce, import, export, charter, hire or otherwise acquire, own, maintain, sell, lease, transfer, hold, operate, use, install, equip, replace, service, process, reprocess, repair, remodel, recondition, assign, mortgage, pledge, or otherwise generally dispose of, trade and deal in, goods, chattels, wares, merchandise and personal property of every class and description.

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     12. To purchase or otherwise acquire, and to hold, own, maintain, work, develop, sell, lease, exchange, hire, convey, mortgage or otherwise dispose of and deal in, lands and leaseholds, and any interest, estate and rights in real property, including oil and other mineral rights, and any personal or mixed property, and any franchises, rights, licenses or privileges of whatsoever kind and description.

     13. To engage in engineering, research, experimental, laboratory and development work in connection with any or all of its purposes, to act as engineering or research counselors and consultants, and in connection wherewith to render management, engineering, research, technical and advisory services to persons, firms, corporations and others.

     14. To purchase, lease or otherwise acquire the whole or any part of the business, goodwill, rights and property of any kind, of any person, firm, association or corporation, domestic or foreign, and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation and to pay for the same in cash, stock, bonds, evidences of indebtedness or property of the Corporation or otherwise.

     15. To purchase, lease or otherwise acquire and to register, hold, develop, experiment with, own, maintain, sell, transfer, use, enjoy, operate, introduce, assign, pledge or otherwise generally dispose of, trade and deal in, all patent rights and letters patent of the United States, or of any other country, inventions, designs, formulae, concessions, trade-marks, trade names, brands, labels, copyrights, know-how, improvements and processes, whether or not used in connection with or secured under letter patent of the United States or of any other country, and to apply for, obtain and register, copyrights, trade-marks and patents in connection with the same, and to grant or accept licenses or territorial rights in respect thereof or otherwise turn the same to account.

     16. To purchase, or otherwise acquire, for investment or otherwise, to hold, sell, transfer, mortgage, pledge, exchange or otherwise deal in or dispose of bonds, mortgages, debentures, shares or obligations of any corporation, foreign or domestic, and to exercise in respect thereof all the rights, powers and privileges of individual owners thereof.

     17. To draw, make, accept, discount, endorse, execute and issue bonds, debentures, promissory notes and all other transferable or negotiable instruments.

     18. To endorse, guarantee and secure the payment and satisfaction of bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations and evidences of indebtedness, and also to guarantee and secure the payment or satisfaction of interest on obligations and of dividends on shares of the capital stock of other corporations; also to assume and guarantee the whole or any part of the liabilities, existing or prospective, of any person, corporation, firm or association; and to aid in any manner any other person or corporation with which it has business dealings, or whose stocks, bonds, or other obligations are held or are in any manner guaranteed by the Corporation, and to do any other acts and things for the preservation, protection, improvement or enhancement of the value of such stocks, bonds, or other obligations.

     19. To purchase, hold, sell and reissue shares of its own stock.

     20. To issue or exchange stocks, bonds and other obligations in payment for property purchased or acquired by it, or for any other object in or about its business, to borrow money without limit, to mortgage or pledge its franchises, real or personal property, income and profits accruing to it, any stocks, bonds or other obligations, or any property which may be acquired by it, and to secure any bonds or other obligations by it issued or incurred.

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     21. To act as selling agents for other manufacturers, and to manufacture for its own account, and to buy, sell, import, export, and generally deal in, guns, bombs, munitions, and weapons of every name or description, and parts, accessories, and equipment used in connection therewith or thereunto appertaining.

     22. To finance for others the manufacture, purchase, ownership, sale, maintenance and operation of boats, ships, vessels, submarines, airplanes, airships, helicopters, guided missiles, dirigibles, balloons, blimps, automobiles, motor cars, taxicabs, motor trucks, any and all other vessels, aircraft and vehicles of whatsoever kind and description, radios, televisions, telephone equipment, or parts and accessories thereto appertaining, or any other property, real, personal or mixed, of whatsoever kind and description; to buy, sell and generally deal in notes, chattel mortgages, mortgages, conditional sales agreements, accounts and bills receivable and commercial paper and/or liens upon any property, real, personal or mixed, of whatsoever kind and description, and to conduct generally the business of an investment broker or finance corporation, and to buy, sell and generally deal in stocks, bonds, notes or securities of every name and description, but not to exercise the functions of bank discount.

     23. To act as agents or subagents, brokers and factors for any person, firm, association, corporation or government; and to employ any subagent for any principal whether disclosed or undisclosed, or to act as principal and to employ any agent or subagent, all for the purpose of obtaining or acquiring by any means any contract, charter, lease, agreement or property of any nature or for any other purpose whatsoever; to act as intermediary, broker or negotiator between principals and/or agents including, inter alia, lessors, lessees, charterers, buyers, sellers, mortgagors, mortagees, pledgors and pledgees; and to make agreements, contracts or charters in its own name or in the name of any person, firm, association or corporation which it represents.

     24. To carry on any business whatsoever which the Corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated, directly or indirectly, to promote the interests of the Corporation or to enhance the value of its property, as contractor, subcontractor, principal, agent, commission merchant, wholesaler, retailer, attorney in fact, broker, factor, or in any other capacity or in any combination of capacities; to conduct its business in the State of Delaware, in other States, in the District of Columbia, in the Territories, Possessions and Colonies of the United States of America, and in foreign countries; and to hold, purchase, lease or otherwise acquire, sell, mortgage and convey or otherwise dispose of, without limit, real and personal property, either in or out of the State of Delaware, and to have and to exercise all the powers conferred by the laws of the State of Delaware upon corporations organized under the act pursuant to and under which the Corporation is organized.

     25. To do all and everything necessary, suitable or proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers herein set forth, and to do every other act or acts, thing or things incidental or appurtenant to or growing out of or connected with the aforesaid business or powers or any part of parts thereof, provided the same be not inconsistent with the laws under which the Corporation is organized.

     FOURTH: Capital Stock.

     1.  Number of Shares Authorized. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Five Hundred and Fifty Million (550,000,000), of which Five Hundred Million (500,000,000) shares of the par value of $1.00 each are to be of a class designated as Common Stock and Fifty Million (50,000,000) shares of the par value of $1.00 each are to be of a class designated as Preferred Stock.

     2.  Consideration for Issuance of Stock May Be Fixed by Directors. Shares of stock of any class now or hereafter authorized may be issued by the Corporation from time to time for such consideration not less

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than the par value thereof as shall be fixed from time to time by the Board of Directors of the Corporation. Any and all shares of stock so issued for which the consideration so fixed has been paid or delivered to the Corporation shall be declared and taken to be fully paid stock and shall not be liable to any further call or assessments thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares. Subscriptions to, or the purchase price of, shares of stock of the Corporation may be paid for, wholly or partly, by cash, by labor done, by personal property, or by real property or leases thereof. In the absence of actual fraud in the transaction, the judgment of the Directors as to the value of such labor, property, real estate or leases thereof shall be conclusive.

     3.  Provisions with Respect to Stock. The voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the classes of stock of the Corporation which are fixed by this Certificate of Incorporation, and the authority vested in the Board of Directors to fix by resolution or resolutions providing for the issue of Preferred Stock the voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the shares of Preferred Stock which are not fixed by this Certificate of Incorporation, are as follows:

     (a) The Preferred Stock may be issued from time to time in one or more series of any number of shares; provided that the aggregate number of shares issued and not cancelled of any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized. Each series of Preferred Stock shall be distinctively designated by letter or descriptive words. All series of Preferred Stock shall rank equally and be identical in all respects except as permitted by the provisions of Section 3(b) of this Article FOURTH.

     (b) Authority is hereby vested in the Board of Directors from time to time to issue the Preferred Stock as Preferred Stock of any series and in connection with the creation of each such series to fix by resolution or resolutions providing for the issue of shares thereof the voting powers, if any, the designation, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such series to the full extent now or hereafter permitted by this Certificate of Incorporation and the laws of the State of Delaware, in respect of the matters set forth in the following paragraphs (i) to (viii), inclusive:

     (i) The distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the Board of Directors;

     (ii) The dividend rate of such series and any limitations, restrictions or conditions on the payment of dividends, including whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

     (iii) The price or prices at which, and the terms and conditions on which, the shares of such series may be redeemed by the Corporation;

     (iv) The amount or amounts payable upon the shares of such series in the event of any liquidation, dissolution or winding up of the Corporation and the relative rights of priority, if any, of payment of shares of such series;

     (v) Whether or not the shares of such series shall be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series and, if so entitled, the amount of such fund and the manner of its application;

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     (vi) Whether or not the shares of such series shall be made convertible into, or exchangeable for, shares of any other class or classes of stock of the Corporation or shares of any other series of Preferred Stock, and, if made so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

     (vii) Whether or not the shares of such series shall have any voting powers and, if voting powers are so granted, the extent of such voting powers; and

     (viii) Whether or not the issue of any additional shares of such series or of any future series in addition to such series shall be subject to restrictions in addition to the restrictions, if any, on the issue of additional shares imposed in the resolution or resolutions fixing the terms of any outstanding series of Preferred Stock theretofore issued pursuant to this Article FOURTH and, if subject to additional restrictions, the extent of such additional restrictions.

     (c) Before any sum or sums shall be set aside for or applied to the purchase of Common Stock and before any dividends shall be declared or paid or any distribution ordered or made upon the Common Stock (other than a dividend payable in Common Stock), the Corporation shall comply with the dividend and sinking fund provisions, if any, of any resolution or resolutions providing for the issue of any series of Preferred Stock any shares of which shall at the time be outstanding.

     (d) Subject to the provisions of Section 3(c) of this Article FOURTH, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors.

     (e) In the event of any liquidation, dissolution or winding up of the Corporation, the holders of Preferred Stock of each series then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, before any payment shall be made to the holders of Common Stock, an amount determined as provided in Section 3(b) of this Article FOURTH for every share of their holdings of Preferred Stock of such series. If upon any liquidation, dissolution or winding up of the Corporation the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of Preferred Stock of all series the full amounts to which they respectively shall be entitled, the holders of Preferred Stock of all series shall share ratably in any distribution of assets according to the respective amounts which would be payable in respect of the shares of Preferred Stock held by them upon such distribution if all amounts payable on or with respect to Preferred Stock of all series were paid in full. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment shall have been made to the holders of Preferred Stock of the full amount to which they shall be entitled as aforesaid, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders. Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation, nor the sale, transfer or lease of all or substantially all the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation.

     (f) Except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of shares of Preferred Stock, as such holders, (i) shall not have any right to vote, and are hereby specifically excluded from the right to vote, in the election of directors or for any other purpose and (ii) shall not be entitled to notice of any meeting of stockholders.

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     (g) Subject to the provisions of any applicable law, or of the by-laws of the Corporation as from time to time amended, with respect to the closing of the transfer books or the fixing of a record date for the determination of stockholders entitled to vote and except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the Corporation.

     (h) Script Certificates or Cash Equivalents. No fractional shares of stock of any class of the Corporation now or hereafter authorized shall be issuable upon or in connection with any conversion, split-up, merger, consolidation, reclassification, stock dividend or otherwise. In lieu of any such fractional share, the person entitled to an interest in respect of such a fractional share shall be entitled, as determined from time to time by the Board of Directors of the Corporation, to either (i) scrip certificates for fractional shares with such terms and conditions as the Board of Directors shall prescribe or (ii) the cash equivalent of any such fractional share based upon the market value thereof at the date upon which rights in respect of any such fractional share shall accrue.

     (i) Unclaimed Dividends. Anything herein to the contrary notwithstanding, any and all right, title, interest and claim in or to any dividends declared, or other distributions made, by the Corporation, whether in cash, stock or otherwise, which are unclaimed by the stockholder entitled thereto for a period of six years after the close of business on the payment date, shall be and be deemed to be extinguished and abandoned; and such unclaimed dividends or other distributions in the possession of the Corporation, its transfer agents or other agents or depositaries, shall at such time become the absolute property of the Corporation, free and clear of any and all claims of any persons whatsoever.

     4.  Rights or Options. The Corporation shall have the power to create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the Corporation, rights or options entitling the holders thereof to purchase from the Corporation any shares of its capital stock of any class or classes at the time authorized, such rights or options to be evidenced by or in such instrument or instruments as shall be approved by the Board of Directors. The terms upon which, the time or times, which may be limited or unlimited in duration, at or within which, and the price or prices at which any such rights or options may be issued and any such shares may be purchased from the Corporation upon the exercise of any such night or option shall be such as shall be fixed and stated in a resolution or resolutions adopted by the Board of Directors providing for the creation and issue of such rights or options, and, in every case, set forth or incorporated by reference in the instrument or instruments evidencing such rights or options. In the absence of actual fraud in the transaction, the judgment of the Directors as to the consideration for the issuance of such rights or options and the sufficiency thereof shall be conclusive.

     5.  Negation of Preemptive Right. No holder of any stock of the Corporation of any class now or hereafter authorized shall have any right, preemptive or otherwise, as such holder (other than such right, if any, as the Board of Directors in its discretion may determine) to purchase, subscribe for or otherwise acquire any shares of stock of the Corporation of any class now or hereafter authorized, or any part paid receipts or allotment certificates in respect of any such shares, or any securities convertible into or exchangeable for any such shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase, or otherwise acquire any such shares, whether such shares, receipts, certificates, securities, warrants or other instruments be unissued, or issued and thereafter acquired by the Corporation.

     FIFTH: Minimum Capital. The minimum amount of capital of the Corporation shall be $1,000,000.

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     SIXTH: Existence. The Corporation shall have perpetual existence.

     SEVENTH: Corporate Debts. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

     EIGHTH: Meetings. The stockholders and the Board of Directors shall have power to hold their meetings within or without the State of Delaware at such place or places as from time to time may be designated by the by-laws, or in case of the Board of Directors, by resolution of the Board or by consent of all its members.

     NINTH: The Board of Directors and Certain of its Powers. Without limiting the generality of any other matters herein contained:

     1. The number of directors of the Corporation shall not be less than three, shall be fixed by, or in the manner provided in, the by-laws and may be altered from time to time as may be provided therein. In case of any increase in the number of directors, whether or not by amendment of the by-laws by the Board of Directors, or in case of any vacancy on the Board of Directors however caused, the additional directors may be elected or the vacancy filled by the Board of Directors or by the stockholders in accordance with the laws of the State of Delaware. The by-laws shall prescribe the number of directors necessary to constitute a quorum, which number may be less than a majority of the whole Board of Directors but not less than one-third of the whole Board of Directors. The election of directors of the Corporation need not be by ballot unless the by-laws shall so require.

     2. The Board of Directors shall have the power, without the assent or vote of the shareholders, except as otherwise expressly provided by law or by the Certificate of Incorporation or by the by-laws of the Corporation, to fix the time for the declaration and payment of dividends, to fix and vary the amount to be reserved for any proper purposes, to authorize and to cause to be executed mortgages and liens upon the real and personal property of the Corporation, including after-acquired property, to determine the use and disposition of any surplus or net profits arising from the business of the Corporation and to use and apply any such surplus or net profits for the purchase or acquisition of bonds or other obligations or shares of stock of the Corporation, to such extent and in such manner and upon such terms as the Board of Directors shall deem expedient, and shares of stock of the Corporation so purchased or acquired may be resold.

     3. All corporate powers, including, but not limited to, the power to fix, and from time to time to change, the compensation to be paid to members of the Board of Directors, and to members of any committee of the Board of Directors, shall be exercised by the Board of Directors, without the assent or other action of the stockholders, except as otherwise expressly provided by law or by the Certificate of Incorporation or by the by-laws of the Corporation.

     4. Without the assent or other action of the stockholders, unless otherwise expressly provided by law or by the Certificate of Incorporation, the Board of Directors may purchase, acquire, hold, lease, mortgage, pledge, grant options with respect to, sell and convey such property, real or personal, without as well as within the State of Delaware, as the Board of Directors may, from time to time, determine; and, in payment for any property, it may issue or cause to be issued stock of the Corporation, bonds, debentures, or other obligations thereof, secured or unsecured.

     5. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in said resolution or resolutions or in the by-laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee or committees shall have such name or names as

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may be stated in the by-laws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

     6. In addition to the powers and authorities hereinbefore or by statute expressly conferred upon it, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, however, to the provisions of the statutes of the State of Delaware, of the Certificate of Incorporation, and of the by-laws of the Corporation.

     TENTH: By-Laws. Subject to any limitation which may be imposed by the stockholders or by statute, the Board of Directors may make by-laws and from time to time may alter, amend or repeal any by-law or by-laws.

     ELEVENTH: Interest of Directors and Officers in Contracts and Transactions. No contract or other transaction between the Corporation and any other corporation and no act of the Corporation shall in any way be affected or invalidated by the fact that any of the directors of the Corporation are pecuniarily or otherwise interested in, or are directors or officers of, such other corporation; any director individually, or any firm of which any director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation, provided that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors or a majority thereof; and any director of the Corporation who is also a director or officer of such other corporation or who is so interested may be counted in determining, the existence of a quorum at any meeting of the Board of Directors of the Corporation which shall authorize any such contract or transaction and may vote thereat to authorize any such contract or transaction with like force and effect as if he were not such director or officer of such other corporation or not so interested.

     TWELFTH: Indemnification of Directors and Officers.

     1. To the extent not inconsistent with Delaware law as in effect from time to time, every person (and the heirs, executors and administrators of such person) who is or was a director or officer of the Corporation, or of any other corporation which he serves or served as such at the written request of the Corporation and of which the Corporation directly or indirectly is or was a stockholder or creditor or in which (or in the capital stocks, bonds, securities, other obligations or assets of which) it is or was or expects to become in any way interested, shall in accordance with the provisions of this Article be indemnified by the Corporation against any and all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, action, suit or proceeding; provided that such director or officer is either wholly successful with respect thereto, or acted in good faith in what he reasonably believed to be the best interests of the Corporation or such other corporation and in addition, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. “Claim, action, suit or proceeding” shall include any claim, action, suit or proceeding (whether brought by or in the right of the Corporation or any other corporation or otherwise), civil, criminal, administrative or investigative, or threat thereof, in which a director or officer of the Corporation or such other corporation (or his heirs, executors or administrators) may become involved, as a party or otherwise,

     (a) by reason of his being or having been a director or officer of the Corporation or such other corporation or a member of any committee of the Board of Directors of the Corporation or such other corporation, or

     (b) by reason of his acting or having acted in any capacity in a partnership, association, trust or other organization or entity where he served as such at the request of the Corporation, or

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     (c) by reason of any action taken or not taken by him in his capacity as such director, officer or member of such committee, whether or not he continues in such capacity at the time such liability or expense shall have been incurred or asserted.

The terms “liability” and “expense” shall include, but not be limited to, costs, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by or on behalf of, a director or officer. The term “wholly successful” shall mean termination, withdrawal or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the person in question without any express finding of liability or guilt against him, or the expiration of a reasonable period of time after the making of any claim or threat of an action, suit or proceeding without the institution of the same, without any payment or promise made to induce a settlement. The termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a director or officer did not meet the standards of conduct herein set forth in this Section 1.

     2. Every person (and the heirs, executors and administrators of such person) referred to in Section 1 of this Article who has been wholly successful with respect to any claim, action, suit or proceeding shall be entitled to indemnification. Every other person claiming indemnification under Section 1 (and the heirs, executors and administrators of such person) shall be entitled to indemnification if special independent legal counsel, other than regular counsel of the Corporation, or other disinterested person or persons, in either case compensated by the Corporation and selected by the Board of Directors, whether or not a disinterested quorum exists (such counsel or person or persons being hereinafter called the Referee), shall deliver to the Corporation their written finding that such director or officer has met the standards of conduct set forth in Section 1. The person claiming indemnification shall at the request of the Referee appear before him and answer questions which the Referee deems relevant and shall be given ample opportunity to present to the Referee evidence upon which he relies for indemnification.

     3. Expenses incurred with respect to any claim, action, suit or proceeding may be advanced by the Corporation (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless he is entitled to indemnification under this Article.

     4. The rights of indemnification provided in this Article shall be in addition to any rights to which any such director or officer may otherwise be entitled by statute, by-law, agreement, vote of stockholders or otherwise, and shall apply only to claims made against such director or officer after April 26, 1967 (and any other matters shall continue to be covered by the provisions of this Article as in effect immediately prior to said date). Persons who are not directors or officers of the Corporation or of such other corporation but are employees of the Corporation or any subsidiary may be indemnified to the extent authorized at any time or from time to time by the Board of Directors.

     5. Irrespective of the provisions of this Article, the Board of Directors may, at any time or from time to time, approve indemnification of directors and officers or other persons to the full extent permitted by the provisions of the Delaware General Corporation Law at the time in effect, whether on account of past or future actions or transactions.

     THIRTEENTH: Limitation on Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware General Corporation Law, or (d) for any transaction from which the director derived an improper personal benefit. This Article shall not eliminate

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or limit the liability of a director for any act or omission occurring prior to the effective date of this Amendment adding this Article to the Restated Certificate of Incorporation. Any repeal or amendment of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitations on the personal liability of a director of the Corporation existing at the time of such repeal or amendment.

     FOURTEENTH: Compromise or Arrangement. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all of the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     FIFTEENTH: Amendments. The Corporation reserves the right to amend, alter, repeal or make additions to any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by the statutes and laws of the State of Delaware, and all rights conferred on officers, directors and stockholders herein are granted subject to this reservation.

     SIXTEENTH: Descriptive Headings. The descriptive headings of the several articles, sections and paragraphs of this Certificate of Incorporation are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

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CERTIFICATE

     The undersigned, David A. Savner, Secretary of GENERAL DYNAMICS CORPORATION, a Delaware corporation, does hereby certify that the foregoing is a true copy of the Restated Certificate of Incorporation of the Corporation in effect as of this date.

     WITNESS my hand and the seal of the Corporation this sixth day of October, 2004.

     (CORPORATE SEAL)

	By:	/s/ David A. Savner
		David A. Savner
		Secretary

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EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS

of

GENERAL DYNAMICS CORPORATION
(As amended effective October 6, 2004)

TABLE OF CONTENTS

-ii-

AMENDED AND RESTATED BYLAWS

of

GENERAL DYNAMICS CORPORATION

(As amended effective October 6, 2004)

ARTICLE I

OFFICES

     SECTION 1. Registered Office . The registered office of General Dynamics Corporation (hereinafter called the Corporation) in the State of Delaware shall be at 1209 Orange Street, Wilmington, New Castle County, 19801. The registered agent of the Corporation in Delaware is The Corporation Trust Company.

     SECTION 2. Other Offices . The Corporation may have such other offices in such places, either within or without the State of Delaware, as the Board of Directors of the Corporation (hereinafter called the Board) may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

     SECTION 1. Annual Meetings . The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of any other proper business, notice of which was given in the notice of such meeting, shall be held on such date and at such time as shall be designated by resolution of the Board from time to time.

     SECTION 2. Special Meetings . A special meeting of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board or by a majority of the directors, but a special meeting may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

     SECTION 3. Place of Meeting . All meetings of the stockholders shall be held at such place, within or without the State of Delaware, or at no place (but rather by means of remote communication) as shall from time to time be designated by the Board.

     SECTION 4. Notice of Meetings . Every stockholder shall furnish in writing to the Corporation, through the Secretary of the Corporation, an address at which notices of meetings and all other corporate notices may be served on or mailed or otherwise communicated to such stockholder. Except as otherwise expressly required by statute, the Certificate of Incorporation

or these Bylaws, notice of each meeting of the stockholders shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting, by delivering a written notice thereof to each stockholder personally, by a method of electronic transmission consented to by the stockholder to whom the notice is given, or by depositing such notice in the United States mail in a postage prepaid envelope, directed to the stockholder at the post office address furnished by the stockholder to the Corporation, or, if the stockholder shall not have furnished to the Corporation an address but an address shall otherwise appear on the records of the Corporation, then at the address as it shall so appear on the records of the Corporation, or, if the stockholder shall not have furnished to the Corporation a post office address and an address shall not otherwise appear on the records of the Corporation, then at the registered office of the Corporation in the State of Delaware. All notices given by mail, as provided above, shall be deemed to have been given as at the time deposited in the United States mail, and all notices given to stockholders by a form of electronic transmission, as provided above, shall be deemed to have been given when directed to the stockholder. Except as otherwise expressly required by statute, the Certificate of Incorporation or these Bylaws, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place (if any), date and hour of the meeting, the means of remote communication (if any) by which the stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. When used in these Bylaws, the terms “written” and “in writing” shall include any “electronic transmission,” as defined by statute, including without limitation any telegram, cablegram, facsimile transmission or communication by electronic mail.

     SECTION 5. Adjournments . Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place (if any) thereof, and the means of remote communication (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     SECTION 6. Quorum . At each meeting of the stockholders, except as otherwise expressly required by statute, the Certificate of Incorporation or these Bylaws, the holders of record of a majority of the issued and outstanding shares of stock of the Corporation entitled to be voted at such meeting, present either in person or by proxy, shall constitute a quorum for the transaction of business; provided, however, that in any case where the holders of Preferred Stock or any series thereof are entitled to vote as a class, a quorum of the Common Stock and a quorum of the Preferred Stock or such series thereof shall be separately determined. In the absence of a quorum at any such meeting or any adjournment or adjournments thereof, a majority of the shares present in person or by proxy and entitled to vote at, or any person entitled to preside at, or to act as secretary of, such meeting may adjourn the meeting from time to time in the manner provided in Section 5 of this Article II until a quorum shall attend; provided, however, that at any such meeting where the holders of Preferred Stock or any series thereof are entitled to vote as a

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class, if one class or series of stock of the Corporation but not the other has a quorum present, the meeting may proceed with the business to be conducted by the class or series having a quorum present, and may be adjourned from time to time in respect of business to be conducted by the class or series not having a quorum present. The absence from any meeting in person or by proxy of stockholders holding the number of shares of stock of the Corporation entitled to vote thereat required by statute, the Certificate of Incorporation or these Bylaws for action upon any given matter shall not prevent action at such meeting upon any other matter which may properly come before the meeting, if there shall be present thereat in person or by proxy stockholders holding the number of shares of stock of the Corporation entitled to vote thereat required in respect of such other matter.

     SECTION 7. Voting . (a) Except as otherwise provided by or pursuant to statute, the Certificate of Incorporation or these Bylaws, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote in person or by proxy for each share of stock of the Corporation entitled to be voted upon the matter in question held by the stockholder and registered in such stockholder’s name on the books of the Corporation on such date as may be fixed pursuant to Article VII of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting.

     (b) Shares of its own stock belonging to the Corporation, or to another corporation if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall not be entitled to vote.

     (c) Persons holding stock having voting power in a fiduciary capacity, or their proxies, shall be entitled to vote the shares so held, and persons whose stock having voting power is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation the pledgor shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or the pledgee’s proxy, may represent such stock and vote thereon.

     (d) 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 such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless said proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the Corporation.

     (e) If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons shall have the same fiduciary relationship respecting the same shares, unless the Secretary of the Corporation shall have been given written notice to the contrary and have been furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

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          (i) if only one shall vote, the act shall bind all;

          (ii) if more than one shall vote, the act of the majority so voting shall bind all; and

          (iii) if more than one shall vote, but the vote shall be evenly split on any particular matter, then, except as otherwise required by statute, each faction may vote the shares in question proportionally.

If the instrument so filed indicates that any such tenancy is held in unequal interests, the majority or even split for the purpose of the preceding sentence shall be a majority or even split in interest.

     (f) At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect an individual as a director. All other elections and questions, except as otherwise expressly required by statute, the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or pursuant to any regulation applicable to the Corporation or its securities, shall be decided by the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on such matters, a quorum being present. Except in the case of votes for the election of directors and for other matters where expressly so required, the vote at any meeting of the stockholders on any question need not be by ballot. On a vote by ballot each ballot shall be signed by the stockholder voting, or on such stockholder’s behalf by a duly authorized and constituted proxy, and it shall show the number of shares voted by such stockholder.

     SECTION 8. Lists of Stockholders . It shall be the duty of the Secretary of the Corporation or other officer who shall have charge of the stock ledger of the Corporation, either directly or through another officer designated by the Secretary or such other officer or through a transfer agent or transfer clerk appointed by the Corporation, to prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders of each class entitled to vote at said 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, as required by statute. Upon the willful neglect or refusal of the directors to produce such list as required by statute, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

     SECTION 9. Inspectors of Votes . Before each meeting of the stockholders, the Corporation shall appoint one or more Inspector of Votes to act at such meeting and make a written report thereof. The Corporation may designate one or more persons as an alternate Inspector of Votes to replace any Inspector who fails to act. If no Inspector of Votes or alternate is able to act at a meeting of stockholders, the chairman of such meeting shall appoint one or more Inspector of Votes to act at the meeting. Each Inspector of Votes so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of an Inspector of Votes at such meeting with strict impartiality and according to the best of such Inspector’s ability. Such

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Inspector of Votes shall have the duties prescribed by statute and shall decide upon the qualifications of voters and accept their votes and, when the vote is completed, shall count and ascertain the number of shares voted respectively for and against the question or questions on which a vote was taken, as well as any abstentions as applicable, and shall make and deliver a certificate in writing to the secretary of such meeting of the results thereof. The Inspector of Votes may appoint or retain other persons or entities to assist the Inspector of Votes in the performance of its duties. The Inspector of Votes need not be a stockholder of the Corporation, and any officer or director may be an Inspector of Votes on any question other than a vote for or against such officer’s or director’s election to any position with the Corporation or any other question in which such officer or director may be directly interested.

     SECTION 10. Nomination of Directors . Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for election as directors at any meeting of stockholders.

     (a)  Annual Meetings of Stockholders . (i) Nominations of persons for election to the Board 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 or (C) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 10 , who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 10 .

          (ii) Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the 90 ^th day nor earlier than the close of business on the 120 ^th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date or other prior public disclosure of the date of the meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120 ^th day prior to such annual meeting and not later than the close of business on the later of the 90 ^th day prior to such annual meeting or the 10 ^th day following the day on which such notice of the date of the meeting or such public disclosure was first made. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. 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 (1) the name, age, business address and residence address of the person, (2) the principal occupation or employment of the person, (3) the class or series and number of shares of capital stock of the Corporation which are beneficially owned by the person and (4) any other 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”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (2) the class or series and number of shares

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of the Corporation which are owned beneficially and of record by such stockholder and by such beneficial owner, (3) a description of all arrangements or understandings between such stockholder and/or beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (4) a representation that such 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 nominate the person named in its notice, (5) a representation whether the stockholder or the beneficial owner, if any, intends or is a part of a group which intends (x) 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 elect the nominee and/or (y) otherwise to solicit proxies from stockholders in support of such nomination, and (6) any other information relating to such stockholder or beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act. At the request of the Board, any person nominated by the Board for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee, or any other information as the Board may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. The chairman of the meeting has the power and authority to and shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if the chairman should so determine, the chairman shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 10 , if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of Section 10 and Section 11 of this Article II , to be considered a “qualified representative” of a stockholder, a person must be authorized in writing, executed by such stockholder or an electronic transmission delivered by such stockholder, to act for such stockholder as a proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Notwithstanding the foregoing provisions of this Section 10 , a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 10. Nothing in this Section 10 shall be deemed to affect any rights of the holders of Preferred Stock or any series thereof to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

          (iii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section 10 to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 10 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 10 ^th day following the day on which such public announcement is first made by the Corporation.

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     (b)  Special Meetings of Stockholders . Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board or (ii) provided that the Board 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 the notice provided for in this Section 10 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complied with the notice and other procedures set forth in this Section 10 . In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, 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)(ii) of this Section 10 is delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120 ^th day prior to such special meeting and not later than the close of business on the later of the 90 ^th day prior to such special meeting or the 10 ^th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board 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) The Corporation shall not be required to include a stockholder’s proposed nominee for election to the Board in the Corporation’s proxy solicitation materials regardless of whether such stockholder has complied with the notice procedures set forth in this Section 10 .

     (d) For purposes of Section 10 and Section 11 of this Article II , “public announcement” shall include 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 with, or furnished to, the Securities and Exchange Commission by the Corporation pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     SECTION 11. Notice of Business . (a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board or (iii) by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 11 , who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 11.

     (b) For business to be properly brought before a stockholder meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the 90 ^th day nor earlier than the close of business on the 120 ^th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date or other prior public disclosure of the date of the meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120 ^th day prior to such annual meeting and not later than the close of business on the later of the 90 ^th day prior to such annual

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meeting or the 10 ^th day following the day on which such notice of the date of the meeting or such public disclosure was first made. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. A stockholder’s notice to the Secretary of the Corporation shall set forth (i) as to each matter the stockholder proposes to bring before the meeting (A) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (B) 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 these Bylaws, the language of the proposed amendment), (C) any material interest in such business of such stockholder and such beneficial owner, if any, on whose behalf the proposal is made, and (D) any other information relating to such business that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies in support of such proposal or is otherwise required pursuant to Regulation 14A of the Exchange Act and (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (A) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (B) the class or series and number of shares of the Corporation which are owned beneficially and of record by such stockholder and by such beneficial owner, (C) a description of all arrangements or understandings between such stockholder and/or beneficial owner and any other person or persons (including their names) pursuant to which the proposal(s) are to be made by such stockholder, (D) a representation that such 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 the items of business set forth in its notice, (E) a representation whether the stockholder or the beneficial owner, if any, intends or is a part of a group which intends (1) 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 and/or (2) otherwise to solicit proxies from stockholders in support of such proposal, and (F) any other information relating to such stockholder or beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies in support of such proposal pursuant to Regulation 14A under the Exchange Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a stockholder meeting except in accordance with the procedures set forth in this Section 11 . The timing requirements for advance notice of a proposal set forth in this Section 11 shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of such stockholder’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. Except as otherwise provided by law, the chairman of the meeting has the power and authority to and shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of these Bylaws, and if the chairman should so determine, th e chairman shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 11 , if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present the business to be brought before the meeting, such business shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the

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Corporation. Notwithstanding the foregoing provisions of this Section 11 , a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 11 . Nothing in this Section 11 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

     SECTION 12. Organization . Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman of the Board’s absence, by the Vice Chairman of the Board, if any, or in the Vice Chairman of the Board’s absence, by a Vice President, or in the absence of the foregoing persons, by a chairman designated by the Board, or in the absence of such designation, by a chairman chosen at the meeting. The Secretary of the Corporation shall act as secretary of the meeting, but in the Secretary’s absence, the chairman of the meeting may appoint any person to act as secretary of the meeting.

     SECTION 13. Conduct of Meetings . The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding officer of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE III

BOARD OF DIRECTORS

     SECTION 1. General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may adopt such rules and regulations for the conduct of its meetings and the management of the affairs of the Corporation as it may deem proper, not inconsistent with statute, the Certificate of Incorporation and these Bylaws.

     SECTION 2. Number, Qualifications and Term of Office . The number of directors shall be not less than 5 nor more than 15, as shall be fixed from time to time by resolution of the Board pursuant to a vote of two-thirds of the directors then in office. Except as hereinafter

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provided, no person shall stand for election to the Board past the date of their seventy-second birthday. Under circumstances of significant benefit to the Corporation, which are to be enumerated in the Corporation’s proxy statement, individuals over the age of 72 years may stand for election as directors only with the approval of the Nominating and Corporate Governance Committee and a two-thirds vote of the directors then in office. In no event shall a director stand for election beyond the age of 80. Each director shall hold office until the Annual Meeting of Stockholders next following such director’s election and a successor shall have been duly elected and qualified, or until such director’s death, removal or resignation. This Section 2 shall not be amended by the Board except upon a vote of two-thirds of the directors then in office.

     SECTION 3. Chairman; Vice Chairman . The Board shall elect a Chairman of the Board from among the directors. This individual need not be an employee of the Corporation. The Chairman of the Board shall have the overall responsibility for all matters pertaining to the Board, including, without limitation, meetings of the Board. The Board may also elect a Vice Chairman of the Board from among the directors.

     SECTION 4. Resignations . Any director may resign at any time by giving written notice to the Chairman of the Board or to the Board. Any such resignation shall take effect at the time specified therein or, if no time is so specified, upon its receipt by the Chairman of the Board or by the Board; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 5. Vacancies . Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by vote of two-thirds of the directors then in office, although less than a quorum, or by a sole remaining director, and each director so appointed shall hold office until the next annual meeting of stockholders and a successor shall have been duly elected and qualified, or until such director’s death, removal or resignation. A vacancy in the Board of Directors shall be deemed to exist under this Section 5 in the case of the death, removal or resignation of any director, or if the stockholders fail at any meeting of stockholders at which directors are to be elected to elect the number of directors then constituting the whole Board. This Section 5 shall not be amended by the Board except upon a vote of two-thirds of the directors then in office.

     SECTION 6. First Meeting . Promptly after, and on the same day as, each annual election of directors, the Board may, if a quorum be present, meet at the place at which such election was held, for the purpose of organization, the election of officers and the transaction of other business. Notice of such meeting need not be given. Such meeting may be held at any other time and place which shall be specified in a notice given as hereinafter provided for special meetings of the Board.

     SECTION 7. Regular Meetings; Notice . Regular meetings of the Board shall be held at such times and places as the Board shall determine. Notice of regular meetings shall be given by delivering a written notice thereof to each director at least five days before the meeting. All notices given to directors by mail shall be deemed to have been given as at the time deposited in the United States mail, postage prepaid, addressed to each director’s residence or usual place of business, and all notices given to directors by a form of electronic transmission shall be deemed to have been given when directed to the electronic mail address, facsimile number or other

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location filed in writing by the director with the Secretary of the Corporation. This Section 7 shall not be amended by the Board except upon a vote of two-thirds of the directors then in office.

     SECTION 8. Special Meetings; Notice . Special meetings of the Board shall be held whenever called by the Chairman of the Board, or by the Secretary of the Corporation on the written request of any three directors. Except as otherwise expressly required by statute, the Certificate of Incorporation or these Bylaws, notice of each special meeting shall be given by delivering a written notice thereof to each director by either: (a) United States mail, postage prepaid, addressed to such director’s residence or usual place of business, at least five days before the day on which the meeting is to be held; or (b) electronic transmission, directed to the electronic mail address, facsimile number or other location filed in writing by such director with the Secretary of the Corporation, at least two days before the day on which the meeting is to be held. The purposes of any special meeting shall be stated with particularity in the notice thereof. This Section 8 shall not be amended by the Board except upon a vote of two-thirds of the directors then in office.

     SECTION 9. Place of Meetings . The Board may hold its meetings at such place, within or without the State of Delaware, as it may from time to time determine by resolution, or as shall be specified in the respective notices of meetings.

     SECTION 10. Quorum and Manner of Acting . Except as otherwise expressly required by statute, the Certificate of Incorporation or these Bylaws, five directors shall constitute a quorum for the transaction of business at any meeting, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum, the Chairman of the Board or a majority of the directors present may adjourn any meeting from time to time until a quorum shall be present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting originally called. Prompt notice of any adjourned meetings shall be given. This Section 10 shall not be amended by the Board except upon a vote of two-thirds of the directors then in office.

     SECTION 11. Committees of Board of Directors . Except as otherwise provided in these Bylaws, the Board may, by resolution or resolutions passed by a majority of the Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in said resolution or resolutions, shall have and may exercise the powers and authority of the Board in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Except as otherwise provided in the resolution of the Board designating a committee, such committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. 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 the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not

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constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. A majority of all the members of such committee may make, alter and repeal its rules of procedure, determine its manner of acting and fix the time and place, whether within or without the State of Delaware, of its meetings and specify what notice thereof, shall be given unless the Board shall otherwise by resolution provide. In the absence of such rules of procedure, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to this Article III of these Bylaws. The Board shall have power to change the members of any such committee at any time, to fill vacancies therein and to discharge any such committee or to remove any members thereof, either with or without cause, at any time.

     SECTION 12. Ex Officio Member of Committees . The Chairman of the Board shall be a member ex officio of all committees of the Board, except where expressly prohibited by statute, the Certificate of Incorporation or these Bylaws or by the terms of any plan or other document establishing any such committee.

     SECTION 13. Telephonic Meetings Permitted . Members of the Board, or any committee designated by the Board, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 13 shall constitute presence in person at such meeting.

     SECTION 14. Organization . Meetings of the Board shall be presided over by the Chairman of the Board, if any, or in the Chairman of the Board’s absence, by the Vice Chairman of the Board, if any, or in the Vice Chairman of the Board’s absence by a chairman chosen at the meeting. The Secretary of the Corporation shall act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

     SECTION 15. Action by Unanimous Consent of Directors . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board, or any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing.

ARTICLE IV

OFFICERS

     SECTION 1. Number and Qualification of Officers . The principal officers of the Corporation shall be a Chief Executive Officer, one or more Vice Presidents, a Controller, a Secretary and a Treasurer. The Board may choose such other officers as it may from time to time determine. The Chief Executive Officer shall be chosen from among the directors.

     SECTION 2. Election and Term of Office . The officers shall be chosen annually by the Board. Each officer shall hold office until a successor shall have been duly elected and qualified, or until such officer’s death, removal or resignation. Nothing in these Bylaws shall be construed as creating any contractual right to employment with the Corporation.

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     SECTION 3. Powers and Duties of Officers . The powers and duties of officers shall be as determined from time to time by resolution of the Board, or in such other manner as the Board may authorize, not inconsistent with statute, the Certificate of Incorporation or these Bylaws. To the extent not so provided by the Board, the powers and duties of the officers shall be as generally pertain to their respective offices.

     SECTION 4. Resignation and Removal . Any officer may resign at any time by giving written notice to the Chairman of the Board or to the Board. Any such resignation shall take effect at the time specified therein or, if no time is so specified, upon its receipt by the Chairman of the Board or by the Board; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed, either with or without cause, at any time, by the vote of a majority of the Board.

     SECTION 5. Vacancies . Any vacancy in any office by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any meeting.

ARTICLE V

CONTRACTS, CHECKS, DRAFTS AND PROXIES

     SECTION 1. Contracts . The Board may by resolution authorize any officer(s), agent(s) or employee(s) of the Corporation to enter into any contract or engagement and to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or for any amount.

     SECTION 2. Checks and Drafts . All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed in such manner as shall from time to time be determined by resolution of the Board.

     SECTION 3. Proxies . All proxies or instruments authorizing any person to attend, vote, consent or otherwise act at any and all meetings of stockholders of any entity in which the Corporation shall own shares or in which it shall otherwise be interested shall be executed by the Chairman of the Board or such other officer as the Chairman or the Board may from time to time determine.

ARTICLE VI

CAPITAL STOCK

     SECTION 1. Certificates for Stock . Every holder of shares of stock of the Corporation shall be entitled to have a certificate, in such form as the Board shall prescribe, certifying the number and class of shares of stock of the Corporation owned by such holder. Each such certificate shall be signed in the name of the Corporation by the Chairman of the Board, the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an

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Assistant Secretary of the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer clerk, transfer agent or registrar who shall have signed, or whose facsimile signature shall have been placed upon, any such certificate or certificates shall cease to be such officer, transfer clerk, transfer agent or registrar before such certificate or certificates shall have been issued by the Corporation, such certificate or certificates may be issued by the Corporation with the same effect as though such individual was an officer, transfer clerk, transfer agent or registrar at the date of issue.

     SECTION 2. Transfer of Stock . Title to a certificate and to the shares of stock of the Corporation represented thereby shall be transferred only:

     (a) by delivery of the certificate endorsed either in blank or to a specified person by the person appearing by the certificate to be the owner of the shares represented thereby; or

     (b) by delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign or transfer the same or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to a specified person.

     SECTION 3. Registered Holders . The Corporation shall be entitled to treat the registered holder of any certificate for stock of the Corporation as the absolute and exclusive owner thereof and of the shares represented thereby for all purposes, including without limitation the right to receive dividends, the right to vote and liability for calls and assessments, and, accordingly, the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares or shares on the part of any person, whether or not the Corporation shall have express or other notice thereof, save as expressly provided by statute.

     SECTION 4. Regulations . The Board may make such rules and regulations as it may deem expedient, not inconsistent with statue, the Certificate of Incorporation or these Bylaws, concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint, or authorize any principal officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for shares of stock of the Corporation to bear the signature or signatures of any of them.

     SECTION 5. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates . The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

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ARTICLE VII

RECORD DATE

     SECTION 1. Fixing of Record Date for Stockholder Meetings . 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 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 other than stockholder action by written consent, the Board may fix a record date, which shall not precede the date upon which the resolution fixing such record date is adopted by the Board and (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, unless otherwise required by statute, shall not be more than 60 nor less than 10 days before the date of such meeting or (b) in the case of any other action (other than stockholder action by written consent), shall not be more than 60 days prior to any such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose (other than stockholder action by written consent) shall be at the close of business on the day on which the Board adopts the resolution relating thereto. 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 may fix a new record date for the adjourned meeting.

     SECTION 2. Fixing of Record Date for Actions by Written Consent . In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary of the Corporation, request the Board to fix a record date. The Board shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date (unless a record date has been previously fixed by the Board pursuant to the first sentence of this Section 2 . If no record date has been fixed by the Board within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by statute, shall be the first date after the expiration of such 10-day time period on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing

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without a meeting shall be at the close of business on the date on which the Board adopts the resolution taking such prior action.

ARTICLE VIII

WAIVERS OF NOTICE

      Whenever notice is required to be given by statute, the Certificate of Incorporation or these Bylaws, a waiver thereof, by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when such 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, directors or members of a committee of directors need be specified in any waiver of notice.

ARTICLE IX

FORM OF RECORDS

     Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

ARTICLE X

FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the Board.

ARTICLE XI

AMENDMENTS

     The Board from time to time may adopt, alter, amend or repeal these Bylaws. The stockholders may also adopt, alter, amend or repeal these Bylaws at any meeting provided that notice of such proposed adoption, alteration, amendment or repeal is included in the notice of such meeting.

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