Exhibit 3.1

such business.  The Request shall be delivered personally or sent by registered mail to the Secretary of the Corporation at its principal executive office.  If the Board determines that the Request complies with the Certificate of Incorporation and the provisions of these Bylaws and that the proposal to be considered or business to be conducted is a proper subject for stockholder action under applicable law, the Board shall call and send notice of a special meeting for the purpose set forth in the Request in accordance with Section 2.4 of these Bylaws. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.

2.4           Notice of Meetings; Waiver of Notice .  Written notice of each meeting of stockholders shall be given to each stockholder entitled to vote at the meeting, except that (a) it shall not be necessary to give notice to any stockholder who submits a signed waiver of notice before or after the meeting and (b) no notice of an adjourned meeting need be given except when required by law or under Section 2.5 of these Bylaws.  Each notice of a meeting shall be given, personally or by mail, not less than 10 nor more than 60 days before the meeting and shall state the time and place of the meeting, and unless it is the annual meeting, shall state at whose direction or request the meeting is called and the purposes for which it is called.  If mailed, notice shall be considered given when mailed to a stockholder at his address on the Corporation’s records.  The attendance of any stockholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened, shall constitute a waiver of notice by him.

2.5           Quorum .  At any meeting of stockholders, the presence in person or by proxy of the holders of a majority of the shares entitled to vote shall constitute a quorum for the transaction of any business.  In the absence of a quorum, a majority in voting interest of those present or, if no stockholders are present, any officer entitled to preside at or to act as secretary of the meeting, may adjourn the meeting until a quorum is present.  At any adjourned meeting at which a quorum is present any action may be taken which might have been taken at the meeting as originally called.  No notice of an adjourned meeting need be given if the time and place are announced at the meeting at which the adjournment is taken except that, if adjournment is for more than 30 days or if, after the adjournment, a new record date is fixed for the meeting, notice of the adjourned meeting shall be given pursuant to Section 2.4 of these Bylaws.

2.6           Voting; Proxies .  Each stockholder of record shall be entitled to one vote for every share registered in his name.  Corporate action to be taken by stockholder vote, other than the election of directors, shall be authorized by a majority of the votes cast at a meeting of stockholders, except as otherwise provided by law by the Corporation’s Certificate of Incorporation or by Section 2.8 of these Bylaws.  Directors shall be elected in the manner provided in Section 3.1 of these Bylaws.  Voting need not be by ballot unless requested by a stockholder at the meeting.  Each stockholder entitled to vote at any meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person to act for him by proxy.  Every proxy must be signed by the stockholder or his attorney-in-fact.  No proxy shall be valid after three years from its date unless it provides otherwise.

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2.7           List of Stockholders .  Not less than ten days prior to the date of any meeting of stockholders, the Secretary of the Corporation shall prepare a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name.  For a period of not less than ten days prior to the meeting, the list shall be available during ordinary business hours for inspection by any stockholder for any purpose germane to the meeting.  During this period, the list shall be kept either (a) at a place within the city where the meeting is to be held, if that place shall have been specified in the notice of the meeting, or (b) if not so specified, at the place where the meeting is to be held.  The list shall also be available for inspection by stockholders at the time and place of the meeting.

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

2.9           Stockholder Nominations and Proposals .

2.9.1        No proposal for a stockholder vote shall be submitted by a stockholder (a “ Stockholder Proposal ”) to the Corporation’s stockholders unless the stockholder submitting such proposal (the “ Proponent ”) shall have filed a written notice setting forth with particularity (a) the names and business addresses of the Proponent and all persons acting in concert with the Proponent; (b) the name and address of the Proponent and the persons identified in clause (a), as they appear on the Corporation’s books (if they so appear); (c) the class and number of shares of capital stock of the Corporation which are owned of record and beneficially by the Proponent and the persons identified in clause (a); (d) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Stockholder Proposal by, or on behalf of, the Proponent or any of his, her or its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proponent or any of his, her or its affiliates or associates with respect to shares of capital stock of the Corporation; (d) a description of the Stockholder Proposal containing all material information relating thereto; and (e) such other information as the Board reasonably determines is necessary or appropriate to enable the Board and stockholders of the Corporation to consider the Stockholder Proposal.  The presiding officer at any stockholders’ meeting may determine that any Stockholder Proposal was not made in accordance with the procedures prescribed in these Bylaws or is otherwise not in accordance with law, and if it is so determined, such presiding officer shall so declare at the meeting and the Stockholder Proposal shall be disregarded.

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2.9.2        Only persons who are selected and recommended by the Board or the committee of the Board designated to make recommendations, or who are nominated by stockholders in accordance with the procedures set forth in this Section 2.9 (a “ Stockholder Nomination ”), shall be eligible for election, or qualified to serve, as directors.  Nominations of individuals for election to the Board at any annual meeting or any special meeting of stockholders at which directors are to be elected may be made by any stockholder of the Corporation entitled to vote for the election of directors at that meeting by compliance with the procedures set forth in this Section 2.9.  Nominations by stockholders shall be made by written notice (a “ Nomination Notice ”), which shall set forth (a) as to each individual nominated, (i) the name, date of birth, business address and residence address of such nominee, (ii) the business experience during the past five years of such nominee, including his or her principal occupations and employment during such period, the name and principal business of any corporation or other organization in which such occupations and employment were carried on, and such other information as to the nature of his or her responsibilities and level of professional competence as may be sufficient to permit assessment of his or her prior business experience, (iii) the class and number of shares of capital stock of the Corporation which are owned of record and beneficially by such nominee (if any), (iv) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in a contested election (even if a contested election is not involved) or that is otherwise required to be disclosed under Section 14(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder and (v) the consent of such nominee to being named in a proxy statement as a nominee and to serving as a director if elected; and (b) as to the person submitting the Nomination Notice and any person acting in concert with such person, (i) the name and business address of such person, (ii) the name and address of such person as they appear on the Corporation’s books (if they so appear), (iii) the class and number of shares of capital stock of the Corporation which are owned of record and beneficially by such person and (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Nomination Notice by, or on behalf of, such person or any of his, her or its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such person or any of his, her or its affiliates or associates with respect to shares of capital stock of the Corporation.  If the presiding officer at any stockholders’ meeting determines that a nomination was not made in accordance with the procedures prescribed by these Bylaws, such presiding officer shall so declare to the meeting and the defective nomination shall be disregarded.

2.9.3        In the case of an annual meeting of stockholders to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s annual meeting or not later than 70 days after the anniversary of the previous year’s annual meeting, Nomination Notices and Stockholder Proposals shall be

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delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the 90th day, nor earlier than the close of business on the 150th day, in advance of the anniversary of the previous year’s annual meeting.  In the case of any other meeting of stockholders, Nomination Notices and Stockholder Proposals shall be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the 15th day following the date of Public Disclosure of date of such meeting.  For purposes of this Bylaw, “ Public Disclosure ” means a disclosure made in a press release reported by a national news service or in a document filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934.

2.9.4        Notwithstanding anything in these Bylaws to the contrary: (a) no nominations shall be made or business shall be conducted at any meeting except in accordance with the procedures set forth in this Section 2.9, and (b) unless otherwise required by law, if a stockholder submitting a Stockholder Proposal or Stockholder Nomination pursuant to this Section 2.9 does not provide the information required under this Section 2.9 to the Corporation promptly following the later of the record date or the date notice of the record date is first publicly disclosed, or such stockholder (or a qualified representative of such stockholder) does not appear at the meeting to present the proposed business or nominations, such business or nominations shall not be considered, notwithstanding that proxies in respect of such business or nominations may have been received by the Corporation. The requirements of this Section 2.9 shall apply to any business or nominations to be brought before a meeting by a stockholder whether such business or nominations are to be included in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 or presented to stockholders by means of an independently financed proxy solicitation. The requirements of the Section 2.9 are included to provide the Corporation notice of a stockholder’s intention to bring business or nominations before a meeting and shall in no event be construed as imposing upon any stockholder the requirement to seek approval from the Corporation as a condition precedent to bringing any such business or make such nominations before a meeting.

2.10         Organization and Procedure of Meetings .  The Chairman of the Board, the Chief Executive Officer, or such other officer of the Corporation designated by the Board, will call meetings of the stockholders to order and will act as presiding officer thereof.  Unless otherwise determined prior to the meeting by the Board, the presiding officer of the meeting of the stockholders will have the right and the authority to determine and maintain the rules, regulations and procedures for the proper conduct of the meeting, including, without limitation, restricting entry to the meeting after it has commenced, maintaining order and the safety of those in attendance, opening and closing the polls for voting, dismissing business or proposals not properly submitted, limiting the time allowed for discussion of the business of the meeting, restricting the persons (other than stockholders of the Corporation or their duly appointed proxies) that may attend the meeting, and ascertaining whether any stockholder or proxy holder may be excluded from the meeting based upon any determination by the presiding officer, in his or her sole

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discretion, that the stockholder or proxy holder is unduly disruptive or is likely to disrupt the meeting.  The Secretary shall act as secretary of the meeting, but in the absence of the Secretary, the presiding officer may appoint a secretary.  The determination of whether any business sought to be brought before any annual or special meeting of the stockholders is properly brought before such meeting will be made by the presiding officer of the meeting.  If the presiding officer determines that any business is not properly brought before such meeting, he or she will so declare at the meeting and any such business will not be conducted or considered.

3.              BOARD OF DIRECTORS .

3.1           Number, Qualification, Election and Term of Directors .  The business of the Corporation shall be managed by the Board, which shall initially consist of not less than one director.  The number of directors may be changed by resolution of a majority of the Board or by the stockholders, but no decrease may shorten the term of any incumbent director.  Except as set forth in the Certificate of Incorporation, directors shall be elected at each annual meeting of stockholders by a plurality of votes cast and shall hold office until the next annual meeting of stockholders and until the election and qualification of their respective successors, subject to the provisions of Section 3.9 of these Bylaws.  As used in these Bylaws, the term “ entire Board ” means the total number of directors which the Corporation would have if there were no vacancies on the Board.

3.2           Quorum and Manner of Acting .  A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting, except as provided herein or in the Certificate of Incorporation.  Action of the Board shall be authorized by the vote of a majority of the directors present at the time of the vote if there is a quorum, unless otherwise provided by law, by these Bylaws.  In the absence of a quorum a majority of the directors present may adjourn any meeting from time to time until a quorum is present.

3.3           Place of Meetings .  Meetings of the Board may be held in or outside Delaware.

3.4           Annual and Regular Meetings .  The Board will hold meetings on at least a quarterly basis.  The independent directors shall meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.  Meetings of the Board, for the election of officers and consideration of other matters, shall be held either (a) without notice immediately after the annual meeting of stockholders and at the same place or (b) as soon as practicable after the annual meeting of stockholders, on notice as provided in Section 3.6 of these Bylaws.  Regular meetings of the Board may be held without notice at such times and places as the Board determines.  If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next business day.

3.5           Special Meetings .  Special meetings of the Board may be called by the Chief Executive Officer or by a majority of the directors.  Only business related to the purposes set forth in the notice of meeting may be transacted at a special meeting.

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3.6           Notice of Meetings; Waiver of Notice .  Notice of the time and place of each special meeting of the Board, and of each annual meeting not held immediately after the annual meeting of stockholders and at the same place, shall be given to each director by mailing it to him at his residence or usual place of business at least three days before the meeting, or by delivering or telephoning or telegraphing it to him at least two days before the meeting.  Notice of a special meeting shall also state the purpose or purposes for which the meeting is called.  Notice need not be given to any director who submits a signed waiver of notice before or after the meeting or who attends the meeting without protesting at the beginning of the meeting the transaction of any business because the meeting was not lawfully called or convened.  Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.

3.7           Board or Committee Action Without a Meeting .  Any action required or permitted to be taken by the Board or by any committee of the Board may be taken without a meeting if all of the members of the Board or of the committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consents by the members of the Board or the committee shall be filed with the minutes of the proceeding of the Board or of the committee.

3.8           Participation in Board or Committee Meetings by Conference Telephone .  Any or all members of the Board or of any committee of the Board may participate in a meeting of the Board or of the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at the meeting.

3.9           Resignation of Directors .  Any director may resign at any time by delivering his resignation in writing to the Chief Executive Officer or Secretary of the Corporation, to take effect at the time specified in the resignation.  The acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective.

3.10         Vacancies .  Any vacancy in the Board, including one created by an increase in the number of directors, shall be filled by the Board.

3.11         Compensation .  Directors may receive reasonable compensation, if any, as the Board determines, together with reimbursement of their reasonable expenses in connection with the performance of their duties.  A director may also be paid for serving the Corporation, its affiliates or subsidiaries in other capacities.

4.              COMMITTEES .

4.1           Committees .  The Board, by resolution adopted by a majority of the entire Board, may designate committees of one or more directors, which shall serve at the pleasure of the Board and shall have such powers and duties as the Board determines.

4.2           Rules Applicable to Committees .  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

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of any member of a committee, the member or members present at a meeting of the committee and not disqualified, whether or not a quorum, may unanimously appoint another director to act at the meeting in the place of the absent or disqualified member.  All actions of a committee shall be reported to the Board at its next meeting.  Each committee shall adopt rules of procedure and shall meet as provided by those rules or by resolutions of the Board.

5.              OFFICERS .

5.1           Number; Security .  The executive officers of the Corporation shall be a Chief Executive Officer, a Secretary and a Treasurer and such other executive officers as the Board may appoint at any time.  Any two or more offices may be held by the same person.  The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

5.2           Election; Term of Office .  The executive officers of the Corporation shall be elected annually by the Board, and each such officer shall hold office until his resignation, death or removal by the Board or until the election of his successor, subject to the provisions of Section 5.4 of these Bylaws.

5.3           Subordinate Officers .  The Board may appoint subordinate officers (including assistant secretaries and assistant treasurers), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines.  The Board may delegate to any executive officer or to any committee the power to appoint and define the powers and duties of any subordinate officers, agents or employees.

5.4           Resignation and Removal of Officers .  Any officer may resign at any time by delivering his resignation in writing to the Chief Executive Officer or Secretary of the Corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective.  Any officer appointed by the Board or appointed by an executive officer or by a committee may be removed by the Board either with or without cause, and in the case of an officer appointed by an executive officer or by a committee, by the officer or committee who appointed him.

5.5           Vacancies .  A vacancy in any office may be filled for the unexpired term in the manner prescribed in Sections 5.2 and 5.3 of these Bylaws for election or appointment to the office.

5.6           Chief Executive Office .  The Chief Executive Officer shall be the Chief Executive Officer of the Company.  Subject to the control of the Board, he shall have general supervision over the business of the Company and shall have such other powers and duties as chief executive officers and presidents of companies usually have or as the Board assigns to him.

5.7           Treasurer .  The Treasurer shall be the Treasurer of the Corporation and shall be in charge of the Corporation’s funds and securities.  Subject to the control of the

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Board, he shall have such other powers and duties as the Board or the Chief Executive Officer assigns to him.

5.8           Secretary .  The Secretary shall be the Secretary of, and shall keep the minutes of, all meetings of the Board and of the stockholders, shall be responsible for giving notice of all meetings of stockholders and of the Board, and shall keep the seal and, when authorized by the Board, apply it to any instrument requiring it.  Subject to the control of the Board, he shall have such powers and duties as the Board or the Chief Executive Officer assigns to him.  In the absence of the Secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer.

5.9           Compensation .  The Board may fix the officers’ salaries, if any, or it may authorize the Chief Executive Officer to fix the salary of any other officer.

6.              SHARES .

6.1           Certificates .  The Corporation’s shares may be represented by certificates or be uncertificated.  Certificates representing any shares shall be in the form approved by the Board.  Each certificate shall be signed by the Chief Executive Officer, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer.  Any or all of the signatures on the certificate may be a facsimile.

6.2           Transfers .  Shares shall be transferable only on the Corporation’s books, upon surrender of the certificate for the shares (if certificated), properly endorsed.  The Board may require satisfactory surety before issuing a new certificate to replace a certificate claimed to have been lost or destroyed.

6.3           Determination of Stockholders of Record .  The Board may fix, in advance, a date as the record date for the determination of stockholders entitled to notice of or to vote at any meeting of the stockholders, or to express consent to or dissent from any proposal without a meeting, or to receive payment of any dividend or the allotment of any rights or for the purpose of any other action.  The record date may not be more than 60 or less than 10 days before the date of the meeting or more than 60 days before any other action.

7.              MISCELLANEOUS .

7.1           Seal .  The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

7.2           Fiscal Year .  The Board may determine the Corporation’s fiscal year.  Unless and until changed by the Board, the Corporation’s fiscal year shall be the calendar year ending December 31.

7.3           Voting of Shares in Other Corporations .  Shares in other corporations which are held by the Corporation may be represented and voted by the Chief Executive Officer of this Corporation or by proxy or proxies appointed by such officer.  The Board may, however, appoint some other person to vote the shares.

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7.4           Amendments .  These Bylaws may be amended, repealed or adopted by the stockholders or by a majority of the entire Board, but any Bylaw adopted by the Board may be amended or repealed by the stockholders.

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