PLATINUM ENERGY SOLUTIONS, INC. - FORM S-1/A - EX-3.2.1 - FORM OF AMENDED AND RESTATED BYLAWS

Attached files

file	filename
S-1/A - AMENDMENT NO. 6 TO FORM S-1 - PLATINUM ENERGY SOLUTIONS, INC.	d231008ds1a.htm
EX-5.1 - OPINION OF KOLESAR & LEATHAM, CHTD. - PLATINUM ENERGY SOLUTIONS, INC.	d231008dex51.htm
EX-3.1.1 - FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION - PLATINUM ENERGY SOLUTIONS, INC.	d231008dex311.htm
EX-23.1 (A) - CONSENT OF KPMG LLP. - PLATINUM ENERGY SOLUTIONS, INC.	d231008dex231a.htm
EX-10.10.1 - FIRST AMENDMENT OF STOCKHOLDERS AGREEMENT OF PLATINUM ENERGY SOLUTIONS, INC. - PLATINUM ENERGY SOLUTIONS, INC.	d231008dex10101.htm
EX-10.11.1 - AMENDMENT NO. 1 TO PLATINUM ENERGY SOLUTIONS, INC - PLATINUM ENERGY SOLUTIONS, INC.	d231008dex10111.htm
EX-23.3 - CONSENT OF SPEARS & ASSOCIATES - PLATINUM ENERGY SOLUTIONS, INC.	d231008dex233.htm
EX-23.1 (B) - CONSENT OF KPMG LLP. - PLATINUM ENERGY SOLUTIONS, INC.	d231008dex231b.htm

EXHIBIT 3.2.1

AMENDED AND RESTATED BY-LAWS

PLATINUM ENERGY SOLUTIONS, INC.

Adoption Date: January 19, 2012

Effective Date: Filing of Amended and Restated

Articles of Incorporation in Nevada

in Connection with IPO

(See Article X)

TABLE OF CONTENTS


		Page
ARTICLE I	MEETINGS OF STOCKHOLDERS		1

Section 1.	Place of Meetings		1
Section 2.	Annual Meeting		1
Section 3.	Special Meetings		1
Section 4.	Record Date		2
Section 5.	Notice of Meetings; Waiver		3
Section 6.	List of Stockholders		4
Section 7.	Quorum; Manner of Acting		5
Section 8.	Business Transacted		6
Section 9.	Order of Business; Voting		12
Section 10.	Inspectors		14

ARTICLE II	BOARD OF DIRECTORS		15

Section 1.	Powers; Qualifications; Number; Election		15
Section 2.	Term of Office of a Director		15
Section 3.	Resignations; Filling of Vacancies; Removal		15
Section 4.	Meetings of the Board; Notice; Waiver		16
Section 5.	Quorum; Adjournment		17
Section 6.	Manner of Acting		17
Section 7.	Annual Meeting of Directors		18
Section 8.	Participation in Meeting by Telephone		18
Section 9.	Compensation and Expenses of Directors		18

ARTICLE III	COMMITTEES OF THE BOARD		18

Section 1.	Regular Committees		18
Section 2.	Regular Committee Powers		18
Section 3.	Advisory Committees		19
Section 4.	Procedures		19

ARTICLE IV	OFFICERS		20

Section 1.	Officers		20
Section 2.	Chief Executive Officer		20
Section 3.	Chairperson		21
Section 4.	President		21
Section 5.	Chief Officers		21
Section 6.	General Counsel		22
Section 7.	Vice Presidents		22
Section 8.	Treasurer		23
Section 9.	Secretary		23
Section 10.	Additional Officers		23
Section 11.	Removal		23
Section 12.	Resignations		24

-i-

TABLE OF CONTENTS

(continued)


		Page
Section 13.	Giving of Bond by Officers		24
Section 14.	Compensation of Officers		24
Section 15.	Term of Office		24
Section 16.	Voting Stock Held by Corporation		24

ARTICLE V	CONTRACTS; BANK ACCOUNTS		25

Section 1.	Execution of Contracts		25
Section 2.	Checks; Drafts; Notes		25
Section 3.	Deposits		25

ARTICLE VI	SHARES; DIVIDENDS		25

Section 1.	Certificates		25
Section 2.	Transfers; Record Owners		26
Section 3.	Lost or Destroyed Certificates		27
Section 4.	Fractions of a Share		27
Section 5.	Dividends		27

ARTICLE VII	CORPORATE SEAL		27

ARTICLE VIII	FISCAL YEAR		28

ARTICLE IX	AMENDMENTS		28

ARTICLE X	EFFECTIVENESS		28

ARTICLE XI	OFFICES		28

Section 1.	Principal Office		28
Section 2.	Additional Offices		28

-ii-

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings.

Subject to the next sentence, all meetings of stockholders shall be held at the registered office of Platinum Energy Solutions, Inc. (the “Corporation”) in the State of Nevada or at such other places within or without the State of Nevada as may be specified in the notices of such meetings. The Board of Directors (the “Board”) may determine that any or all meetings shall not be held at any place, but shall instead be held solely by means of remote communications in accordance with such guidelines and procedures as may be adopted from time to time by the Board or required by the Nevada Revised Statutes, as then in effect (the “Law”).

Section 2. Annual Meeting.

An annual meeting of stockholders for the election of directors and the transaction of such other business as may be properly brought before such meeting shall be held at any hour and date as the Board may from time to time determine, in each case at such place or by remote communications as may be determined by the Board. Any annual meeting of stockholders may from time to time be adjourned, postponed or canceled in accordance with Section 5(c) of this Article I.

Section 3. Special Meetings.

Special meetings of stockholders can be called only as provided in the Articles of Incorporation of the Corporation, as then in effect (the “Articles of Incorporation”). In addition (and without limiting the restrictions or provisions of the Articles of Incorporation), no such meeting shall be called or convened, or be deemed to have been duly called or convened, unless it shall have been called in accordance with these By-Laws.

For a special meeting of stockholders to be duly called or convened, a person or persons permitted by the Articles of Incorporation to call a special meeting of stockholders must give notice to that effect in writing to the Secretary not more than sixty-five (65) days and not less than thirty five (35) days before the date of such meeting proposed by such person or persons.

Such notice shall state the purpose or purposes of such meeting and propose a place, date and hour of such meeting. The Board or, in the absence of a determination by the Board, the Secretary shall determine the place (or, if so determined by the Board, the remote communications), date and hour of such meeting; provided, however, that such meeting shall not be held at a place, date or hour selected for the purpose of obstructing the purpose or purposes of such meeting and shall be held on or reasonably promptly (taking into account disclosure, filing, notice, logistical and other applicable considerations) after such proposed date. Any special meeting may from time to time be adjourned, postponed or canceled in accordance with Section 5(c) of this Article I.

For purposes of these By-Laws, except as otherwise provided in the relevant provision of these By-Laws, all notices required or permitted to be given to the Secretary must be given either by personal delivery or United States mail, postage prepaid, and in each case addressed to the Secretary at the principal executive office of the Corporation or the registered office of the Corporation in the State of Nevada. No such notice shall be deemed to have been duly given until actual receipt at such address.

Section 4. Record Date.

(a) In order to determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted by the Board and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board fixes such a record date, such record date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice of such meeting is given or, if such notice is waived, the close of business on the day next preceding the day on which such meeting is held. 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 determination of stockholders entitled to vote at the adjourned meeting and, in such case, shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting.

(b) In order to determine the stockholders entitled to consent to 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 such record date is adopted by the Board and which record date shall not be more than ten (10) days after the date upon which the resolution fixing such record date is adopted by the Board. If no record date is fixed by the Board, the record date for determining stockholders entitled to consent to action in writing without a meeting, when no prior action by the Board is required by the Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation at its registered office in the State of Nevada, its principal executive office or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation at its registered office shall be made by personal delivery 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 the Law, the record date for determining stockholders entitled to consent to action in writing without a meeting shall be the close of business on the day on which the Board adopts the resolution taking such prior action.

(c) In order to determine the stockholders (i) entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of shares of capital stock of the Corporation or (ii) for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders therefor shall be at the close of business on the day on which the Board adopts the resolution relating to such action.

Section 5. Notice of Meetings; Waiver.

(a) Each notice of each meeting of stockholders shall state the place, date and hour of such meeting and, unless it is an annual meeting of stockholders, shall indicate that it is being sent by or at the direction of the person or persons calling such meeting and state the purpose or purposes for which such meeting is being called. If at any meeting of stockholders action is proposed to be taken which would, if taken, give stockholders fulfilling the requirements of Sections 78.3793, 92A.300 through 92A.500 inclusive of the Law the right to receive payment for their shares of capital stock of the Corporation, the notice of such meeting shall include a statement of such proposed action and such right. Not less than ten (10) or more than sixty (60) days before the date of such meeting, the Secretary shall give or cause to be given notice of such meeting to each person entitled thereto. Except as otherwise provided in the next three (3) paragraphs of this Section 5(a), such notice shall be given either by personal delivery or mail. If mailed, such notice shall be deemed to have been duly given to a stockholder when it is deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the stock records of the Corporation or, if he or she shall have filed with the Secretary a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address.

Any notice required or permitted to be given by the Corporation under the Law, the Articles of Incorporation or these By-Laws to any stockholder shall be deemed to have been duly given to such stockholder if (i) such notice is duly given to a stockholder who shares the same address as such stockholder and (ii) such stockholder shall have consented to the giving of such notice or notices generally to the stockholder who shares such address. If a stockholder fails to give written notice to the Secretary, within sixty (60) days after the Corporation shall have given written notice of its intention to give a notice or notices generally to such stockholder by giving it or them to a stockholder who shares the same address as such stockholder as permitted by the Law, objecting thereto, such stockholder shall be deemed to have so consented. Such stockholder may revoke such consent at any time by giving written notice to that effect to the Secretary.

Any notice required or permitted to be given by the Corporation under the Law, the Articles of Incorporation or these By-Laws to any stockholder shall be deemed to have been duly given to such stockholder if (i) such notice is given by electronic transmission and (ii) such stockholder shall have consented to the giving of such notice or notices generally to such stockholder by electronic transmission. Such stockholder may revoke such consent at any time by giving written notice to that effect to the Secretary. Such stockholder shall be deemed to have revoked such consent if (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation to such stockholder in accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary, the transfer agent for the class of capital stock of the Corporation held by such stockholder or some other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not affect the validity of any meeting of stockholders or any action taken thereat. Notice given to such stockholder by electronic transmission in accordance with these By-Laws shall be deemed to have been duly given to such stockholder:

(i) if by facsimile telecommunication, when directed to a number at which such stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which such stockholder has consented to receive notice; (iii) if by posting on an electronic network together with separate notice to such stockholder of such specific posting, upon the later of such posting or the giving of such separate notice; and (iv) if by another form of electronic transmission, when directed to such stockholder.

For purposes of these By-Laws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

(b) A written waiver of notice of a meeting of stockholders signed by a stockholder entitled to notice of such meeting, before or after such meeting, shall be deemed to be equivalent to the giving of proper notice to such stockholder of such meeting. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when such stockholder attends such meeting for the express purpose of objecting, at the commencement of such meeting, to the transaction of any business at such meeting because such meeting was not lawfully called or convened. Neither the business to be transacted at nor the purpose of any meeting of stockholders is required to be specified in any written waiver of notice of such meeting.

(c) Any meeting of stockholders may be adjourned, postponed or canceled at any time and from time to time, regardless of whether a quorum is present, by the Board or the Chairperson of the meeting for any reason (including, without limitation, when a quorum is not present at the commencement of such meeting or where necessary, appropriate or expedient for the proper and orderly conduct of such meeting or to tabulate any vote, the tabulation of which is necessary for the continued conduct of such meeting). When a meeting of stockholders is adjourned to another date, hour or place (or, if adjourned by the Board, remote communications), it shall not be necessary to give any notice of the adjourned meeting if the date, hour and place (or, if adjourned by the Board, remote communications) to which such meeting is adjourned are announced at such meeting. Any business may be transacted at such adjourned meeting which might have been transacted at such meeting. If the adjournment is for more than thirty (30) days or if, after such adjournment, the Board fixes a new record date for such adjourned meeting, a notice of such adjourned meeting shall be given to each person entitled to notice of such adjourned meeting.

Section 6. List of Stockholders.

The Secretary shall prepare, at least ten (10) days prior to each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each such stockholder and the number of shares of record held by each such stockholder. Such list shall be open for inspection by any stockholder, for purposes germane to such meeting, during ordinary business hours, for the ten (10) days prior to such meeting, either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of such meeting, or (ii) during ordinary business hours, at the principal executive office of the Corporation, whether within or

outside the State of Nevada. If such meeting is to be held at a place, such list shall also be produced and kept open at such meeting during the whole time thereof and may be inspected by any stockholder who is present thereat. If such meeting is to be held solely by remote communications, such list shall also be produced and kept open during the whole time thereof for inspection by any stockholder on a reasonably accessible electronic network and the information required to gain access to such list shall be provided with the notice of such meeting. The stock records of the Corporation shall be conclusive evidence as to who are the stockholders entitled to examine such stock records, the list described in this Section 6 or the books of the Corporation or to vote at any meeting of stockholders.

Section 7. Quorum; Manner of Acting.

(a) Except as otherwise required by the Law or the Articles of Incorporation or as provided with respect to meetings consisting solely of holders of shares of Preferred Stock in the resolution or resolutions providing for the issuance of such shares, the presence, at the commencement of such meeting, in person or by proxy, of holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to vote at a meeting of stockholders shall be required in order to constitute a quorum for the transaction of business thereat. Abstentions and broker votes and broker non-votes (only when accompanied by broker votes with respect to at least one matter at the meeting) are considered present and entitled to vote for purposes of establishing a quorum for the transaction of business at a meeting of stockholders. A “broker vote” occurs when a broker votes the shares on any matter pursuant to either (i) the voting instructions and authority received from its client who is the beneficial owner of the shares or (ii) the broker’s discretionary authority to vote the shares under the applicable rules and regulations of the New York Stock Exchange, Inc. (the “NYSE”) or other national securities exchange governing the voting authority of brokers. A “broker non-vote” occurs when a broker has not received voting instructions from its client who is the beneficial owner of the shares and the broker is barred from exercising its discretionary authority to vote the shares under the applicable rules and regulations of the NYSE or other securities exchange governing the voting authority of brokers.

(b) If authorized by the Board, stockholders and proxyholders not physically present at a meeting of stockholders may, by remote communications, (i) participate in a meeting of stockholders and (ii) be deemed present in person and vote at a meeting of stockholders, regardless of whether such meeting is to be held at a place or by remote communications, in each case provided that the Corporation shall have implemented reasonable measures to (i) verify that each stockholder or proxyholder deemed present and permitted to vote at such meeting by remote communications is a stockholder or proxyholder and (ii) provide such stockholders and proxyholders with a reasonable opportunity to participate in such meeting and to vote on matters submitted to a vote of stockholders, including an opportunity to read or hear the proceedings. If any stockholder or proxyholder votes at such meeting by remote communications, a record of such vote shall be maintained by the Corporation.

(c) Except as otherwise required by the Law or the Articles of Incorporation, as otherwise provided in Section 1(b) of Article II of these By-Laws with respect to the election of directors, and as otherwise provided with respect to meetings consisting solely of holders of shares of Preferred Stock in the resolution or resolutions providing for the issuance of such

shares, a matter submitted to a vote at a meeting of stockholders shall have been approved only if a quorum was present at the commencement of such meeting, and the holders of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote on such matter shall have voted to approve such matter. For the avoidance of doubt, abstentions and broker non-votes will not be counted as votes cast.

(d) Every stockholder entitled to vote or act at a meeting of stockholders may authorize another person or persons to vote or act for him or her by proxy. Such authorization must be granted by a means expressly permitted by the Law. Among other means, such authorization may be granted by a proxy (i) in a written instrument executed by a stockholder or such stockholder’s duly authorized attorney-in-fact or (ii) transmitted by a stockholder or such stockholder’s duly authorized attorney-in-fact by electronic transmission to a proxyholder or a proxy solicitation firm, proxy support system or similar agent duly authorized by such proxyholder to receive such transmission so long as such telegram, cablegram or other electronic transmission sets forth or is submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by such stockholder or attorney-in-fact. Such proxy must be filed with the Secretary or such proxyholder, proxy solicitation firm, proxy support agent or similar agent at or before such meeting. No proxy shall be voted or acted upon after three (3) years from its date unless such proxy provides that it may be voted or acted upon for a longer period. A duly executed 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 relevant meeting of stockholders and voting or acting in person, by filing with the Secretary or such proxyholder, proxy solicitation form, proxy support agent or similar agent a written instrument revoking such proxy or by filing with the Secretary or such proxyholder, proxy solicitation form, proxy support agent or similar agent another duly executed proxy bearing a later date.

Section 8. Business Transacted.

(a) No business shall be transacted at any meeting of stockholders unless it shall have been brought in accordance with this Section 8(a), and no business may be brought before a special meeting of stockholders unless it shall have been duly set forth in the notice of such meeting.

Business may be brought (i) before a special meeting of stockholders only (A) by or at the direction of the Board or (B) by another person or persons calling such meeting under the limited circumstances expressly permitted by the Articles of Incorporation (which business shall be limited to the matters stated in the request or demand for the call of such meeting) or (ii) before an annual meeting of stockholders only (A) by or at the direction of the Board, (B) by another person or persons who could call a special meeting of stockholders under the limited circumstances expressly permitted by the Articles of Incorporation or (C) by a stockholder who is entitled to vote (at each of (x) the time notice is given that the stockholder proposes to bring such business, (y) the record date for the meeting and (z) the time of the meeting) thereon at such meeting and complies with the procedures set forth in this Section 8(a). Clause ii(c) of the immediately preceding sentence shall be the exclusive means for a stockholder to submit such business before a meeting of stockholders.

For business to be brought before an annual meeting of stockholders by a stockholder, such stockholder must have given timely notice in writing of his or her intention to do so to the Secretary and such proposal must be a proper matter for stockholder action. To be timely, such notice must have been delivered or mailed to, and received at, the principal executive office of the Corporation not earlier than the open of business on the one hundred thirty-fifth (135^th) day and not later than the close of business on the one hundred fifth (105^th) day prior to (i) the first anniversary of the preceding year’s annual meeting of stockholders or (ii) if the date of such annual meeting is more than thirty (30) days before or after such anniversary and (A) either public disclosure of such date shall have been given or made or such stockholder shall have been informed or learned of such date more than one hundred fifteen (115) days before such date, not earlier than the open of business on the one hundred thirty-fifth (135^th) day and not later than the close of business on the one hundred fifth (105^th) day prior to such meeting or (B) both public disclosure of such date shall not have been given or made and such stockholder shall not have been informed or learned of such date more than one hundred fifteen (115) days before such date, not earlier than the open of business on the one hundred thirty-fifth (135^th) day prior to such anniversary and not later than the close of business on the tenth (10th) day following the date on which public disclosure of such date is given or made or such stockholder is informed or learns of such date.

Such notice must set forth as to each matter such stockholder proposes to bring before such meeting:

(i) the business desired to be brought before such meeting and the reasons for conducting such business at such meeting;

(ii) the name and address, as they appear on the stock records of the Corporation, of such stockholder (and, if such stockholder is a Nominee (as defined below) of a beneficial owner for whom it is acting (such stockholder (other than a Nominee) and such beneficial owner being called the “proponent”)) and whether such proponent is acting on his, her or its own behalf or in whole or in part on behalf of any other person, whether as a nominee, agent, proxyholder, representative, advisor, fiduciary or otherwise;

(iii) the classes and series, and the number of shares of each class and series, of capital stock of the Corporation that are owned beneficially, indirectly, directly or of record by such proponent or in which such proponent has a beneficial, direct, indirect or record pecuniary, voting or dispositive interest;

(iv) the name and address of each of such proponent’s related parties and the classes and series, and the number of shares of each class and series, of capital stock of the Corporation that are owned beneficially, indirectly, directly or of record by each of such related parties or in which any of them has a beneficial, direct, indirect or record pecuniary, voting or dispositive interest (in each case, identifying their respective ownership or other participation);

(v) all proxies, contracts, arrangements, understandings and relationships pursuant to which (A) such proponent or any of such related parties has or expects to have a right to vote any shares of any class or series of capital stock of the Corporation or (B) such proponent or any of such related parties is acting on behalf of another person, whether as a nominee, agent, proxyholder, representative, advisor, fiduciary or otherwise;

(vi) whether such proponent or any of such related parties intends (or is part of a group that intends) to solicit proxies in respect of such business or other business known or expected to be transacted at such meeting or in opposition to any business known or expected to be transacted at such meeting;

(vii) all Derivative Instruments (as defined below) and Short Interests (as defined below) that are owned beneficially, indirectly, directly or of record by such proponent and each of such related parties or in which any of them has a beneficial, direct, indirect or record pecuniary, voting or dispositive interest (in each case, identifying their respective ownership or other participation);

(viii) all rights to dividends or distributions on shares of any class or series of capital stock of the Corporation (that are separated or separable from the underlying shares) that are owned beneficially, indirectly, directly or of record by such proponent and each of such related parties or in which any of them has a beneficial, direct, indirect or record pecuniary, voting or dispositive interest (in each case, identifying their respective ownership or other participation);

(ix) all performance-related fees (other than an asset-based fee) that such proponent or any of such related parties is or may be entitled to receive or earn based on any change in the value, or the voting or results of voting, of shares of any class or series of capital stock of the Corporation, any Derivative Instrument or any Short Interest (in each case, identifying their respective interest or participation);

(x) all material direct or indirect interests of such proponent and each of such related parties in such business (in each case, identifying their respective interest or participation);

(xi) all adverse interests (including claims and proceedings) involving such proponent and each of such related parties in relation to any of the Corporation, its principal business or businesses, its principal industry or industries, or its principal customer, customers, supplier or suppliers, and all interests of such proponent and each of such related parties in any principal competitor of the Corporation (including ownership (including equity, Derivative Instrument and Short Interest), debtholder and material commercial interests) within the five years prior to the date of such notice or that are then existing, expected or proposed;

(xii) except as to persons who are individuals, the investment strategy or objective of such proponent and each of such related parties and a copy of the most recent prospectus, offering memorandum, advisory brochure or similar document provided to investors therein or clients thereof;

(xiii) the name and address of any other stockholder, investor, activist, union, pension fund or other person supporting or expected to support such proposed business at such meeting;

(xiv) a written representation by such proponent that such proponent intends to appear in person or by proxy at such meeting to bring such business before such meeting and a written consent by such proponent and each of such related parties to the public disclosure of information provided pursuant to this Section 8(a); and

(xv) all other information relating to such proponent and each of such related parties that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for such business pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Such notice shall be deemed to have not been timely given if, at any time after it is first given, the information set forth therein ceases to be accurate or complete in any material respect unless (i) such proponent shall have given a subsequent notice in writing to the Secretary correcting such inaccurate or incomplete information and (ii) such subsequent notice shall have been delivered or mailed to, and received at, the principal executive office of the Corporation within two (2) business days after any of such information shall have become inaccurate or incomplete in any material respect (and, in any event, not less than five (5) business days prior to such meeting or any adjournment or postponement thereof).

The Chairperson of such meeting shall determine whether any business to be brought before such meeting will be properly so brought in accordance with this Section 8(a) and, if he or she should determine that such business will not be properly so brought, he or she shall so declare at such meeting and such business shall not be transacted at such meeting. If such proponent does not appear in person or by proxy at such meeting to bring business before such meeting, such business proposed by such proponent need not be submitted at such meeting.

(b) No individual shall be eligible for election as a director at any meeting of stockholders unless he or she shall have been nominated in accordance with this Section 8(b) and a proposal to elect one or more directors at such meeting shall have been duly set forth in the notice of such meeting. Nominations of individuals for election as directors may be made at a meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board, (ii) by another person or persons who could call a special meeting of stockholders under the limited circumstances expressly permitted by the Articles of Incorporation or (iii) by a stockholder who (A) is entitled to vote (at each of (x) the time notice is given that the stockholder proposes to make such nomination, (y) the record date for the meeting and (z) the time of the meeting) for the election of directors at such meeting and (B) complies with the procedures set forth in this Section 8(b). Clause (iii) of the immediately preceding sentence shall be the exclusive means for a stockholder (other than such person or persons) to nominate an individual for election as a director at a meeting of stockholders.

For nominations to be made at a meeting of stockholders by a stockholder, such stockholder must have given timely notice in writing of his or her intention to do so to the Secretary. To be timely in connection with an annual meeting of stockholders, such notice must have been delivered or mailed to, and received at, the principal executive office of the Corporation not earlier than the open of business on the one hundred thirty-fifth (135^th) day and not later than the close of business on the one hundred fifth (105^th) day prior to (i) the first anniversary of the preceding year’s annual meeting of stockholders or (ii) if the date of such annual meeting is more than thirty (30) days before or after such anniversary and (A) either public disclosure of such date shall have been given or made or such stockholder shall have been informed or learned of such date more than one hundred fifteen (115) days before such date, not earlier than the open of business on the one hundred thirty-fifth (135^th) day and not later than the close of business on the one hundred fifth (105^th) day prior to such meeting or (B) both public disclosure of such date shall not have been given or made and such

stockholder shall not have been informed or learned of such date more than one hundred fifteen (115) days before such date, not earlier than the open of business on the one hundred thirty-fifth (135^th) day prior to such anniversary and not later than the close of business on the tenth (10^th) day following the date on which public disclosure of such date is given or made or such stockholder is informed or learns of such date. To be timely in connection with another meeting of stockholders, such notice must have been delivered or mailed to, and received at, the principal executive office of the Corporation (i) not earlier than the open of business on the one hundred thirty-fifth (135^th) day and not later than the close of business on the one hundred fifth (105^th) day prior to the date of such meeting, if either public disclosure of such date shall have been given or made or such stockholder shall have been informed or learned of such date on or more than one hundred thirty-five (135) days before such date, or (ii) not later than the close of business on the tenth (10^th) day following the date on which public disclosure of the date of such meeting is given or made or such stockholder is informed or learns of such date, if both public disclosure of such date shall not have been given or made and such stockholder shall not have been informed or learned of such date more than one hundred thirty-five (135) days before the date of such meeting.

Such notice must set forth:

(i) the name and address, as they appear on the stock records of the Corporation, of such stockholder (and, if such stockholder is a Nominee of a beneficial owner for whom it is acting (such stockholder (other than a Nominee) and such beneficial owner being called the “proponent”)), whether such proponent is acting on his, her or its own or in whole or in part on behalf of any other person, whether as a nominee, agent, proxyholder, representative, advisor, fiduciary or otherwise;

(ii) the information specified in clauses (iii), (iv), (v), (vii), (viii), (ix), (xi) and (xii) of Section 8(a) in relation to such proponent and such proponent’s related parties;

(iii) whether such proponent or any of such related parties intends (or is part of a group that intends) to solicit proxies in respect of the election of such individual or in opposition to the election of any other individual as a director;

(iv) the name and address of any other stockholder, investor, activist, union, pension fund or other person supporting or expected to support such nomination at such meeting;

(v) a written representation by such proponent that such proponent intends to appear in person or by proxy at such meeting to propose such nomination before such meeting and a written consent by such proponent and each of such related parties to the public disclosure of information provided pursuant to this Section 8(b);

(vi) all other information relating to such proponent and each of such related parties that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for such nomination pursuant to the Exchange Act; and

(vii) as to each individual whom such stockholder proposes to nominate for election as a director,

(A) the name, date of birth, business address and residential address of such individual,

(B) each occupation (which includes each position, consulting or advisory arrangement, and other employment or engagement held or entered) of such individual for at least the ten years preceding the date of such notice and, if such occupation resulted in claims, proceedings, investigations or notoriety involving such individual, any of his or her related parties or any of the persons who employed or engaged such individual, a description thereof;

(C) whether such individual is acting on his or her own behalf or in whole or in part on behalf of any other person, whether as a nominee, agent, representative, advisor, fiduciary or otherwise, and all direct or indirect interests, arrangements, relationships or understandings of any kind between or among such individual or any of his or her related parties, on the one hand, and such proponent and any of such proponent’s related parties, on the other hand (in each case, identifying their respective interest);

(D) the classes and series, and the number of shares of each class and series, of capital stock of the Corporation that are owned beneficially, indirectly, directly or of record by such individual or in which such individual has a beneficial, direct, indirect or record pecuniary, voting or dispositive interest;

(E) the name and address of each of such individual’s related parties and the classes and series, and the number of shares of each class and series, of capital stock of the Corporation that are owned beneficially, indirectly, directly or of record by each of such related parties or in which any of them has a beneficial, direct, indirect or record pecuniary, voting or dispositive interest (in each case, identifying their respective ownership or other participation);

(F) all proxies, contracts, arrangements, understandings and relationships pursuant to which (1) such proponent or any of such related parties has or expects to have a right to vote any shares of any class or series of capital stock of the Corporation or (2) such proponent or any of such related parties is acting on behalf of another person, whether as a nominee, agent, proxyholder, representative, advisor, fiduciary or otherwise;

(G) whether such individual or any of such related parties intends (or is part of a group that intends) to solicit proxies in respect of such nomination or in opposition to any nomination known or expected to be made at such meeting;

(H) all Derivative Instruments and Short Interests that are owned beneficially, indirectly, directly or of record by such individual and each of such related parties or in which any of them has a beneficial, direct, indirect or record pecuniary, voting or dispositive interest (in each case, identifying their respective ownership or other participation);

(I) all rights to dividends or distributions on shares of any class or series of capital stock of the Corporation (that are separated or separable from the underlying shares) that are owned beneficially, indirectly, directly or of record by such individual and each of such related parties or in which any of them has a beneficial, direct, indirect or record pecuniary, voting or dispositive interest (in each case, identifying their respective ownership or other participation);

(J) all performance-related fees (other than an asset-based fee) that such individual or any of such related parties is or may be entitled to receive or earn based on any change in the value, or the voting or results of voting, of shares of any class or series of capital stock of the Corporation, any Derivative Instrument or any Short Interest (in each case, identifying their respective interest or participation);

(K) all adverse interests (including claims and proceedings) involving such individual and each of such related parties in relation to any of the Corporation, its principal business or businesses, its principal industry or industries, or its principal customer, customers, supplier or suppliers, and all interests of such proponent and each of such related parties in any principal competitor of the Corporation (including ownership (including equity, Derivative Instrument and Short Interest), debtholder and material commercial interests) within the five years prior to the date of such notice or that are then existing, expected or proposed;

(L) a written representation of such individual that such individual is not a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person (1) as to how such individual, if elected as a director, will or will not act or vote on any matter or as to any matter such individual will or will not propose or support or (2) that could limit or interfere with such individual’s ability to comply, if elected as a director, with his or her fiduciary duties, in each case, that has not been disclosed to the Corporation;

(M) a written questionnaire with respect to the background and qualifications of such individual in the form requested to be provided by the then current directors in connection with their nomination for re-election as such (which questionnaire shall be provided by the Secretary upon written request), a written consent to serve as a director, if elected as such, a written undertaking to comply with all corporate governance, conflict of interest, confidentiality, securities compliance, stock ownership and other policies and procedures of the Corporation and a written consent by such individual and each of such related parties to the public disclosure of information provided pursuant to this Section 8(b); and

(N) all other information relating to such individual and each of such related parties that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to the Exchange Act.

In addition, the Corporation may require such individual to furnish such other information (i) as the Corporation may deem necessary or appropriate to evaluate actual or potential compensation committee interlocks that could be required to be disclosed under the Exchange Act or interlocking directorate violations that could arise under the Clayton Act and determine the eligibility of such individual to meet the qualifications for a director set forth in the Articles of Incorporation, By-Laws, Corporate Governance Guidelines, Nominating and Governance Committee Charter or other governing documents and serve as an independent director of the Board, the Compensation Committee and the Audit Committee or (ii) that the Corporation may deem material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such individual.

Such notice shall be deemed to have not been timely given if, at any time after it is first given, the information set forth therein ceases to be accurate or complete in any material respect unless (i) such proponent or individual, as the case may require, shall have given a subsequent notice in writing to the Secretary correcting such inaccurate or incomplete information and (ii) such subsequent notice shall have been delivered or mailed to, and received at, the principal executive office of the Corporation within two (2) business days after any of such information shall have become inaccurate or incomplete in any material respect (and, in any event, not less than five (5) business days prior to the meeting or any adjournment or postponement thereof).

The Chairperson of such meeting shall determine whether any nomination to be made at such meeting will be properly so made in accordance with this Section 8(b) and, if he or she should determine that such nomination will not be properly so made, he or she shall so declare at such meeting and such nomination shall not be made at such meeting. If such proponent does not appear in person or by proxy at such meeting to make such nomination business before such meeting and such individual does not appear at the meeting to answer any questions that stockholders or directors may submit, such nomination by such proponent need not be submitted at such meeting.

(i) “associate,” “acting in concert” and “group” shall include the meanings given to them under the Exchange Act and the word “including” shall in all cases be deemed to be followed by the phrase “without limitation”;

(ii) a “Derivative Instrument” shall include an option, warrant, convertible or exchangeable security or any other security, instrument or right with an exercise, exchange, conversion, settlement, payment or other trade, gain or loss mechanism determined in whole or in part in reference to a price related to any shares of any class or series of capital stock of the Corporation or with a value derived in whole or in part from the value of, or the voting or results of voting of, any shares of any class or series of capital stock of the Corporation, regardless of whether subject to settlement in such underlying shares, cash or otherwise, and all other direct or indirect opportunities to profit or share in any profit derived from any change in the value of, or from any voting or results of voting of, any shares of any class or series of capital stock of the Corporation;

(iii) “Nominee” means Cede & Co. or another nominee for The Depository Trust Company (“DTC”), or a DTC participant;

(iv) references to a “person” shall include an individual, a partnership, a sole proprietorship, a company, a firm, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a union, a group acting in concert, a judicial authority, a governmental authority or any other entity or association of any kind;

(v) a person’s “related parties” shall include such person’s affiliates and associates, each group of which such person is a member, each member of each such group, each other person with whom such person is, expects to be or understands such person will be acting in concert and each member of such person’s immediate family;

(vi) a person shall be deemed to have a “Short Interest” in shares of any class or series of capital stock of the Corporation if such person has, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, the opportunity to profit or share in any profit derived from any decrease in the value of such shares;

(vii) without limiting any other manner in which a person may have or be deemed to have such a beneficial or indirect interest, a person shall be deemed to have a beneficial or indirect interest in any shares of any class or series of capital stock of the Corporation, Derivative Instruments or Short Interests owned or held, directly, beneficially or indirectly, by any trust of which such person is a trustee; any partnership of which such person is a general partner; any limited liability company of which such person is a manager, executive or material member; any corporation of which such person is a director, executive or material stockholder; any union of which such person is a trustee, director or executive; and any entity as to which such person is an investment advisor or performs executive management functions; and

(viii) each disclosure or description of information required by this Section 8 shall include disclosure of all material information related thereto.

Section 9. Order of Business; Voting.

(a) The Chairperson of the Board or, in the absence of the Chairperson of the Board (including an absence because no Chairperson of the Board shall have been designated), any Lead Director or, in the absence of a Lead Director (including an absence because no Lead Director shall have been designated) the most senior executive present, or, in the absence of all of them, a person designated by the Board, or in the absence of all of them, a person designated by the holders of a majority of the outstanding shares of capital stock of the Corporation present

in person or by proxy and entitled to vote at such meeting shall act as the Chairperson of such meeting. The Chairperson of each meeting of stockholders shall call such meeting to order, determine the order of business at such meeting and otherwise preside over such meeting. The Chairperson of the meeting shall, among other things, announce at such meeting the opening and closing of the polls for each matter submitted to a vote of stockholders at such meeting.

(b) The Secretary shall act as secretary of each meeting of stockholders and keep the minutes thereof, but, in the absence of the Secretary, the Chairperson of such meeting shall appoint some other person to act as secretary of such meeting.

(c) Unless required by the Law, requested by any stockholder present in person or by proxy and entitled to vote at such meeting or directed by the Chairperson of such meeting, neither the vote for the election of directors nor upon any other business before any meeting of stockholders is required to be conducted by written ballot. On a vote by written ballot, (i) each written ballot cast by a stockholder voting in person shall state the name of such stockholder, the number of shares of capital stock of the Corporation held of record by him or her and the number of such shares voted by him or her and (ii) each ballot cast by proxy shall bear the name of such proxy, the name of the stockholder for whom he or she is voting, the number of shares of capital stock of the Corporation held of record by such stockholder and the number of such shares voted on behalf of such stockholder.

(d) Shares of capital stock of the Corporation held by the Corporation or any of its majority-owned subsidiaries in treasury shall not be shares entitled to vote at, or to be counted in determining the presence of a quorum for, any meeting of stockholders or be counted in determining the total number of outstanding shares of capital stock of the Corporation. This Section 9(d) shall not limit the right of the Corporation or any of its subsidiaries to vote any shares of capital stock of the Corporation held by the Corporation or such subsidiary in a fiduciary capacity.

(e) To the extent (but only to the extent) expressly provided in the Articles of Incorporation, action required or permitted to be taken at a meeting of stockholders may be taken without a meeting, without any prior notice and without a vote thereon, if stockholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all stockholders entitled to vote thereon were present and voting, consent in writing to such action and such writing or writings are filed with the minutes of proceedings of the stockholders. Prompt written notice of the taking of such action shall be given by the Secretary to all stockholders who have not consented in writing to such action.

(f) If ownership of a share of voting stock of the Corporation stands in the name of two or more persons, in the absence of written directions to the Corporation to the contrary, at any meeting of the stockholders of the Corporation any one or more of such stockholders may cast, in person or by proxy, all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present, in person or by proxy, at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to such court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by such court.

(g) Shares standing in the name of another corporation may be voted by the officer, agent or proxy designated by the governing documents of such stockholder or, in the absence of any applicable provision therein, by such person or persons as the governing body of such entity may designate. In the absence of any such designation, or, in case of conflicting designation by such stockholder, the Chairperson of the Board, the President, any Vice President, the Secretary, and the Treasurer of such stockholder, in that order, shall be presumed to be fully authorized to vote such shares. Shares held by an administrator, executor, guardian, personal representative or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name or the name of his or her nominee. Shares standing in the name of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by such person without the transfer thereof into his or her name if authority to do so is contained in an appropriate order of the court or other public authority by which such person was appointed. A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee and thereafter the pledgee shall be entitled to vote the shares so transferred.

Section 10. Inspectors.

(a) The Board in advance of any meeting of stockholders may (and shall, if required by the Law) appoint one or more inspectors to act at such meeting or any adjournment thereof. If inspectors are not so appointed, the Chairperson of such meeting may and, on request of any stockholder present in person or by proxy and entitled to vote at such meeting, shall appoint one or more such inspectors. No director, nominee for director, officer or employee of the Corporation shall be appointed as an inspector. Inspectors need not be stockholders. In case any person so appointed fails to appear or act, the vacancy may be filled by appointment of another person by the Board in advance of such meeting or at such meeting by the Chairperson of such meeting.

(b) Each inspector appointed to act at any meeting of stockholders shall, before entering upon the discharge of his or her duties, take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. Such inspectors shall (i) determine the number of shares outstanding and the voting power of each such share, the number of shares represented at such meeting, the existence of a quorum and the validity and effect of proxies, (ii) receive votes or ballots, (iii) hear and determine all challenges and questions arising in connection with the right to vote, (iv) count and tabulate all votes or ballots, (v) determine the result and (vi) do all acts which may be proper in connection with conducting a vote at such meeting, with fairness to all stockholders. On the request of the Chairperson of such meeting or any stockholder present in person or by proxy and entitled to vote at such meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any such report or certificate shall be prima facie evidence of the facts so stated and of the vote so certified.

ARTICLE II

BOARD OF DIRECTORS

Section 1. Powers; Qualifications; Number; Election

(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board. Except as otherwise provided in the Articles of Incorporation, the Board may exercise all of the authority and powers of the Corporation and do all of the lawful acts and things which are not by the Law, the Articles of Incorporation or these By-Laws directed or required to be exercised or done by the stockholders. The directors shall act only as a board and, subject to Article III, the individual directors shall have no power as such. Each director shall be at least twenty-five (25) years of age. A director is not required to be a resident of the State of Nevada or a stockholder. The Board shall consist of that number of directors (but not less than three (3)) as shall be determined by resolution of the Board, within any limits specified by the Articles of Incorporation.

(b) At all elections of directors by stockholders entitled to vote thereon, the individuals receiving a plurality of the votes cast shall be deemed to have been elected as directors.

Section 2. Term of Office of a Director.

The term of office of each director shall commence at the time of his or her election and qualification and shall expire upon the due election and qualification of his or her successor (which may be such director, if he or she is re-elected) at the annual meeting of stockholders following his or her election or his or her earlier death, resignation or removal.

Section 3. Resignations; Filling of Vacancies; Removal.

(a) Any director may resign at any time by giving written notice of his or her resignation to the Board or the Secretary. Such resignation shall take effect at the time of receipt of such notice by the Board or the Secretary, as the case may be, or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(b) Any vacancy on the Board can be filled as (but only as) provided in the Articles of Incorporation. A director elected to fill such a vacancy shall hold office as provided in the Articles of Incorporation.

(c) As provided for in the Articles of Incorporation, except for the right, if any, of holders of shares of Preferred Stock then outstanding to remove one or more directors expressly set forth in the resolution or resolutions providing for the issuance of such shares and except as otherwise required by the NRS, directors can be removed only for cause and only upon the affirmative vote of holders of at least 67% of the voting power of all shares of capital stock of

the Corporation then outstanding entitled to vote generally for the election of directors whenever, in the judgment of the stockholders, the best interests of the Corporation will be served thereby, but such removal, other than for cause, shall be without prejudice to the contract rights, if any, of the person so removed. For purposes hereof, conduct worthy of removal for “cause” shall include, but not be limited to (a) conduct as a director of the Corporation or any subsidiary of the Corporation that involves willful material misconduct, breach of fiduciary duty involving personal pecuniary gain or gross negligence in the performance of duties, or (b) conduct, whether or not as a director of the Corporation or a subsidiary of the Corporation, that involves dishonesty or breach of fiduciary duty and is punishable by imprisonment for a term exceeding one year under state or federal law.

Section 4. Meetings of the Board; Notice; Waiver.

(a) All regular meetings of the Board shall be held at such places within or without the State of Nevada as may be fixed by the Board. All special meetings of the Board shall be held at such places within or without the State of Nevada as may be specified in the notices of such meetings.

(b) Regular meetings of the Board for the transaction of such business as may be properly brought before such meetings shall be held on such dates and at such times as may be fixed by the Board. Notices of such regular meetings are not required to be given.

(c) Special meetings of the Board may be called at any time by the Chairperson of the Board, the most senior executive then serving, the General Counsel (if any) or any director. Each such meeting shall be called by giving notice to that effect to the Secretary at least forty-eight (48) hours before such meeting. Such notice shall state the place, date, hour and purpose or purposes of such meeting. Promptly after receipt of such notice and, in any event, not less than twenty-four (24) hours before such meeting, the Secretary shall give notice of such meeting to all directors. Such notice shall state the place, date, hour and purpose or purposes of such meeting and shall indicate that such notices are being sent at the request of the person calling such meetings.

Except as otherwise required by the Law, each notice of each special meeting of the Board shall be given by (i) mail addressed to a director at his or her residence or usual place of business at least seven (7) days before the date of such meeting or (ii) personal delivery or telex, telephone, telegraph, facsimile or other electronic transmission addressed to a director at his or her usual place of business (or, if such director (i) has designated some other place to receive notices or (ii) does not have a usual place of business and has not designated some other place, such other place or his or her principal residence, respectively) at least twenty-four (24) hours before such meeting. If mailed, such notice shall be deemed to have been given to a director five (5) days after it is deposited in the United States mail, postage prepaid, directed to such director at his or her usual place of business (or, if such director (i) has designated some other place to receive notices or (ii) does not have a usual place of business and has not designated some other place, such other place or his or her principal residence, respectively).

(d) A written waiver of notice of a meeting of the Board signed by a director, before or after such meeting, shall be deemed to be equivalent to the giving of proper notice to such director of such meeting. Attendance of a director at a meeting of the Board shall constitute a waiver of notice of such meeting, except when such director attends such meeting for the express purpose of objecting, at the commencement of such meeting, to the transaction of any business at such meeting because such meeting was not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board is required to be specified in any written waiver of notice of such meeting.

Section 5. Quorum; Adjournment.

The presence of a majority of the total number of directors that the Corporation would have if there were no vacancies on the Board at the time of the vote (the “Whole Board”) at any meeting of the Board shall be required in order to constitute a quorum for the transaction of business thereat. Any meeting of the Board may be adjourned from time to time until the business to be transacted at such meeting is completed. If a quorum shall not be present at any such meeting, a majority of the directors present may adjourn such meeting to another date, hour and place. When a meeting of the Board is adjourned to another date, hour and place, it shall not be necessary to give any notice of the adjourned meeting if the date, hour and place to which such meeting is adjourned are announced at such meeting. Any business may be transacted at such adjourned meeting which might have been transacted at such meeting.

Section 6. Manner of Acting.

(a) The Board may designate a Chairperson of the Board, who may be called Chairman of the Board or Chairwoman of the Board, as appropriate. The Chairperson of the Board shall preside at all meetings of stockholders and of the Board. He or she shall perform such other duties as the Board may from time to time assign to him or her. In the absence of the Chairperson of the Board (including an absence because no Chairperson of the Board shall have been designated), a person designated by a majority of the directors present at a meeting of the Board shall serve as the Chairperson of such meeting. The Chairperson of each meeting of the Board shall call such meeting to order, determine the order of business at such meeting and otherwise preside over such meeting.

(b) The Secretary shall act as secretary of each meeting of the Board and keep the minutes thereof, but, in the absence of the Secretary, the Chairperson of such meeting shall appoint some other person to act as secretary of such meeting.

(c) At each meeting of the Board each director shall be entitled to one vote. Except as otherwise provided in the Articles of Incorporation or these By-Laws, a matter submitted to a vote at a meeting of the Board shall have been approved only if a quorum was present at the time of the vote thereon and a majority of the directors present at that time shall have voted to approve such matter.

(d) Any action required or permitted to be taken at any meeting of the Board or a committee thereof may be taken without a meeting if all of the directors consent in writing (which writings may be executed in counterparts or be different writings) or by electronic transmission to such action. Such writing or writings or electronic transmission or transmissions shall be filed with the minutes of proceedings of the Board or such committee.

Section 7. Annual Meeting of Directors.

An annual meeting of the Board for the transaction of such business as may be properly brought before such meeting shall be held promptly following each annual meeting of stockholders.

Section 8. Participation in Meeting by Telephone.

One or more directors may participate in a meeting of the Board or a committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 9. Compensation and Expenses of Directors.

Directors may be compensated for rendering services as such as determined from time to time by the Board. Directors shall be reimbursed for expenses incurred by them in connection with rendering services as such.

ARTICLE III

COMMITTEES OF THE BOARD

Section 1. Regular Committees.

The Board may, pursuant to a resolution or resolutions adopted by an affirmative vote of a majority of the Whole Board, designate one or more committees of the Board. The members of each such committee shall consist of such directors (but only such directors) designated by the Board, pursuant to a resolution or resolutions adopted by an affirmative vote of a majority of the Whole Board. The Board may, pursuant to a resolution or resolutions adopted by an affirmative vote of a majority of the Whole Board, designate one or more directors as alternate members of any committee who may replace any absent or disqualified member of any committee at any meeting of such committee. Any vacancy on any committee resulting from death, resignation or any other event or circumstance, which is not filled by an alternate member, shall be filled by (and only by) the Board, pursuant to a resolution or resolutions adopted by an affirmative vote of a majority of the Whole Board. Directors elected to fill such vacancies shall hold office for the balance of the terms of the members whose vacancies are so filled. Each committee will report its actions in the interim between meetings of the Board at the next meeting of the Board or as otherwise directed by the Board.

Section 2. Regular Committee Powers.

Any committee of the Board, to the extent (but only to the extent) provided in a resolution or resolutions adopted by the affirmative vote of a majority of the Whole Board, (i) shall have and may exercise all of the powers and authority of the Board and do all of the lawful acts and things which may be done by the Board in the management of the business and affairs of the Corporation and (ii) may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have the power or

authority to: amend the Articles of Incorporation; adopt an agreement of merger or consolidation; recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets; recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution of the Corporation; except as otherwise provided in the Articles of Incorporation, call a meeting of stockholders; amend or repeal these By-Laws or adopt new By-Laws; or, unless the Articles of Incorporation, these By-Laws or resolutions adopted by the affirmative vote of a majority of the Whole Board shall expressly so provide, declare a dividend, authorize the issuance of shares of capital stock of the Corporation or adopt a certificate of ownership and merger.

Section 3. Advisory Committees.

The Board or a committee of the Board may designate one or more advisory committees to report to the Board or a committee of the Board. Each such advisory committee shall consist of one or more individuals designated by the Board or the committee of the Board which designated such advisory committee. Such individuals are not required to be directors. The Board may designate one or more individuals as alternate members of any advisory committee who may replace any absent or disqualified member of any advisory committee at any meeting of such committee. Any absence of any member of any advisory committee or vacancy on any advisory committee resulting from death, resignation or any other event or circumstance, which is not filled by an alternate member, shall be filled only by the Board or the committee of the Board which designated such advisory committee. Individuals elected to fill such vacancies shall hold office for the balance of the terms of the members whose vacancies are so filled. Each advisory committee will report its actions in the interim between meetings of the Board or the committee of the Board which designated such advisory committee at the next meeting of the Board or the committee of the Board which designated such advisory committee or as otherwise directed by the Board or the committee of the Board which designated such advisory committee. An advisory committee shall have none of the powers or authority of the Board or any committee of the Board.

Section 4. Procedures.

Unless otherwise expressly authorized by the Board in the resolution or resolutions designating such committee or advisory committee, the members of committees or advisory committees shall act only as a committee, and the individual members shall have no power as such. Any member of any committee or advisory committee may be removed as such at any time as (but only as) provided in the resolution or resolutions designating such committee or advisory committee. The presence, at any meeting thereof, of a majority of the total number of members which a committee or advisory committee would have if there were no vacancies thereon shall be required in order to constitute a quorum for the transaction of business at such meeting. The term of office of each member of any committee or advisory committee shall commence at the time of his or her election and qualification and shall continue until his or her successor shall have been duly elected or until his or her earlier death, resignation or removal. Except as otherwise provided in this Article III or in the resolution or resolutions designating such committee or advisory committee and except for the reference to presiding at meetings of stockholders in Section 6(a) of Article II, Sections 4, 5, 6, 7 and 8 of Article II shall apply to committees and advisory committees and members thereof as if references therein to the Board and directors were references to such committees and members, respectively.

ARTICLE IV

OFFICERS

Section 1. Officers.

The officers of the Corporation shall consist of a President, a Secretary and a Treasurer, and, if elected by the Board, other officers and assistant officers as the Board from time to time may deem necessary or the business of the Corporation may require.

The Corporation shall have one or more executive officers (including the President and the Treasurer) and a corporate secretary. Such executive officers may include one or more of the following positions: a Chairperson (when the Chairperson of the Board is designated as an officer by the Board); a Chief Executive Officer; one or more other Chief Officers (such as a Chief Operating Officer, a Chief Financial Officer or a Chief Information Officer); General Counsel; one or more Vice Presidents (one or more of whom may be designated as an Executive Vice President or a Senior Vice President). The corporate secretary shall be the Secretary.

Executive officers and the Secretary shall be elected by the Board. The Board may elect executive officers and the Secretary at any time and from time to time. Any or all of the positions contemplated under this Article IV may be held by the same person. Unless otherwise designated by the Board or these By-Laws, officers shall report to other officers as designated by the Chief Executive Officer or, if the position of Chief Executive Officer is vacant, by the most senior executive officer then serving.

The designation of (or reference to) an officer under these By-Laws as an executive officer is made solely to distinguish such officers from the corporate secretary and additional officers described in Section 10 of this Article IV and does not constitute the designation of such officer as an executive officer under applicable securities laws, under the rules and regulations of the Securities and Exchange Commission or for any other purpose.

Section 2. Chief Executive Officer.

The Chief Executive Officer shall be the principal executive officer of the Corporation and shall, subject to the control of the Board, have general authority and exercise general supervision over the business and affairs of the Corporation. The Chief Executive Officer shall see that all orders of the Board are carried into effect and shall have responsibility for implementation of the strategies, plans and policies of the Corporation. The Chief Executive Officer shall, generally, perform such duties as may from time to time be assigned to him or her by the Board or these By-Laws and is authorized to enter into contracts and execute and deliver instruments on behalf of the Corporation in the ordinary course of its business without specific approval of the Board.

Section 3. Chairperson.

The Chairperson of the Board may be designated as an executive officer by the Board. Unless so designated, the Chairperson of the Board shall not be an officer. If so designated, the Chairperson of the Board shall be called, in these By-Laws, in his or her capacity as an executive officer, the Chairperson (or Chairman or Chairwoman, as appropriate) and, in his or her capacity as a director and Chairperson of the Board, the Chairperson of the Board.

If so designated, the Chairperson shall be a senior executive officer of the Corporation and shall, subject to the control of the Board, have general authority and exercise general supervision over the business and affairs of the Corporation, with emphasis on strategic direction and initiatives. In the absence of a Chief Executive Officer and a President, the Chairperson shall see that all orders of the Board are carried into effect and shall have responsibility for implementation of the strategies, plans and policies of the Corporation. The Chairperson shall perform such duties as may from time to time be assigned to him or her by the Board or these By-Laws and is authorized to enter into contracts and execute and deliver instruments on behalf of the Corporation in the ordinary course of its business without specific approval of the Board, the Chief Executive Officer or the President.

The Chairperson may be an employee of the Corporation. Unless designated as an employee by the Board, the Chairperson shall not be an employee.

Section 4. President.

If the position of Chief Executive Officer is occupied, the President shall, subject to the control of the Board and the Chief Executive Officer, have general authority and exercise general supervision over the business and affairs of the Corporation, with emphasis on such matters as may be assigned to him or her by the Board or the Chief Executive Officer, and shall report to the Chief Executive Officer. If the position of Chief Executive Officer is vacant, the President shall, subject to the control of the Board, have general authority and exercise general supervision over the business and affairs of the Corporation, shall see that all orders of the Board are carried into effect and shall have responsibility for implementation of the strategies, plans and policies of the Corporation. The President shall, generally, perform such duties as may from time to time be assigned to him or her by the Board, the Chief Executive Officer or these By-Laws and is authorized to enter into contracts and execute and deliver instruments on behalf of the Corporation in the ordinary course of its business without specific approval of the Board or the Chief Executive Officer.

Section 5. Chief Officers.

A Chief Officer shall, subject to the control of the Board and the Chief Executive Officer (or, if the position of Chief Executive Officer is vacant, the President), have authority and general supervision over such matters as may be assigned to him or her by the Board and the Chief Executive Officer (or, if the position of Chief Executive Officer is vacant, the President) and shall report to such other executive officers as may be specified by the Chief Executive Officer (or, if the position of Chief Executive officer is vacant, the President).

A Chief Financial Officer shall keep full and accurate accounts of assets, liabilities, receipts, disbursements and other transactions of the Corporation in books belonging to the Corporation, cause regular audits of such books to be made, render to the other executive officers and the Board an account of the financial condition of the Corporation whenever requested and have authority and supervision over the Treasurer. If the position of Treasurer is vacant, the Chief Financial Officer shall perform the duties of the Treasurer with all powers of, and subject to all of the restrictions upon, the Treasurer.

A Chief Operating Officer shall have the general supervision and direction of all of the Corporation’s operations and personnel, subject to and consistent with policies enunciated by the Board and the direction of the Chief Executive Officer. A Chief Operating Officer shall, under authority given to him or her, sign instruments in the name of the Corporation.

A Chief Officer shall, generally, perform such duties as may from time to time be assigned to him or her by the Board, the Chief Executive Officer (or, if the position of Chief Executive Officer is vacant, the President), the other executive officers to whom he or she reports or these By-Laws and is authorized to enter into contracts and execute and deliver instruments on behalf of the Corporation in the ordinary course of its business relating to such matters and duties without specific approval of the Board, the Chief Executive Officer (or, if the position of Chief Executive Officer is vacant, the President) or the other executive officers to whom he or she reports.

Section 6. General Counsel.

The General Counsel shall, subject to control of the Board, have general authority and exercise general supervision over the legal and regulatory affairs of the Corporation (including legal and regulatory compliance) and shall report to the Board and the Chief Executive Officer (or, if the position of Chief Executive Officer is vacant, the President). The General Counsel shall see that all orders of the Board with respect to such affairs are carried into effect. The General Counsel shall, generally, perform such duties as may from time to time be assigned to him or her by the Board, the Chief Executive Officer (or, if the position of Chief Executive Officer is vacant, the President) or these By-Laws and is authorized to enter into contracts and execute and deliver instruments on behalf of the Corporation in the ordinary course of its business relating to such affairs and duties without specific approval of the Board or the Chief Executive Officer (or, if the position of Chief Executive officer is vacant, the President).

Section 7. Vice Presidents.

Each Vice President shall, subject to the control of the Board and the more senior executive officers then serving to whom such Vice President directly or indirectly reports, perform all duties as may from time to time be assigned to him or her by the Board, the more senior executive officers then serving to whom such Vice President directly or indirectly reports or these By-Laws. In case of the absence of appropriate more senior executive officers, any Vice President designated by the Board shall perform the duties of the absent executive officers with all powers of, and subject to all of the restrictions upon, the absent executive officers, as applicable.

Section 8. Treasurer.

The Treasurer shall, subject to the control of the Board (and, if the position of Chief Financial Officer is occupied, the Chief Financial Officer), have charge and custody of and be responsible for all of the funds and securities of the Corporation and deposit all moneys and other valuable effects in the name of and to the credit of the Corporation in banks or other depositories. The Treasurer shall, subject to the control of the Board (and, if the position of Chief Financial Officer is occupied, the Chief Financial Officer), disburse the funds of the Corporation as ordered by the Board or the other executive officers of the Corporation in accordance with these By-Laws, taking proper vouchers for such disbursements, and shall render to the other executive officers and to the Board (at its meetings or whenever the Board may require) a statement of all his or her transactions as treasurer. If the position of Chief Financial Officer is vacant, the Treasurer shall also perform the duties of the Chief Financial Officer to the extent that such duties have not been assigned by the Board to some other executive officer. In general, the Treasurer shall, subject to the control of the Board (and, if the position of Chief Financial Officer is occupied, the Chief Financial Officer), perform all of the duties incident to the office of treasurer and such other duties as may from time to time be assigned to him or her by the Board, the other executive officers or these By-Laws.

Section 9. Secretary.

The Secretary shall, subject to the control of the Board, act as secretary of, and keep the minutes of, the proceedings of the Board and the stockholders in books belonging to the Corporation, give or cause to be given notice of all meetings of stockholders and directors as required by these By-Laws, be custodian of the seal of the Corporation, affix the seal, or cause it to be affixed, to all certificates for shares of capital stock of the Corporation and to all documents the execution of which on behalf of the Corporation under its seal shall have been specifically or generally authorized by the Board, have charge of the stock records of the Corporation and of the other books, records and papers of the Corporation relating to its organization as a corporation and see that the reports, statements and other documents required by law relating to the maintenance of the existence, qualifications and franchises of the Corporation as a corporation are properly kept or filed. The Secretary shall, subject to the control of the Board, generally perform all of the duties incident to the office of secretary and such other duties as may from time to time be assigned to him or her by the Board, the executive officers or these By-Laws.

Section 10. Additional Officers.

The Board may at any time and from time to time elect or appoint such other officers (including, without limitation, assistant executive officers), employees, agents, consultants, representatives and advisors of the Corporation as the Board may deem proper, each of whom shall hold office for such period, have such authority and perform such duties as the Board or the executive officers to whom they directly or indirectly report may from time to time determine.

Section 11. Removal.

Any officer, assistant, employee, agent, consultant, representative or advisor of the Corporation may be removed at any time by the Board or an executive officer to whom he or she directly or indirectly reports, except that an executive officer (other than an assistant executive officer) of the Corporation may be removed or replaced, directly or indirectly (including, without limitation, removal or replacement effected by reason of election and qualification of a successor, demotion, relocation, failure to re-elect or diminution in duties or compensation), pursuant to (but only pursuant to) a resolution or resolutions adopted by the affirmative vote of a majority of the Whole Board (excluding, if such officer is also a director, such director).

Section 12. Resignations.

Any officer may resign from office at any time by giving written notice of resignation to the Board, an executive officer to whom he or she directly or indirectly reports or the Secretary. The resignation of any officer shall take effect at the time of receipt of such notice by the Board, such an executive officer or the Secretary or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. No such resignation shall affect any rights that the Corporation may have under any agreement with such officer.

Section 13. Giving of Bond by Officers.

All officers of the Corporation, if required to do so by the Board, shall furnish bonds to the Corporation for the faithful performance of their duties subject to such penalties and with such conditions and security as the Board may from time to time require. All expenses of any such bond shall be paid by the Corporation.

Section 14. Compensation of Officers.

Compensation of officers of the Corporation may be fixed at any time and from time to time by the Board or a committee thereof or, in the case of officers other than the Chief Executive Officer (and subject to applicable rules of any securities exchange on which the Corporation’s securities are then listed), by the Chief Executive Officer pursuant to authority delegated to him or her by the Board.

Section 15. Term of Office.

Subject to Sections 11 and 12 of this Article IV, the term of office of each officer shall commence at the time of his or her election and qualification and shall continue until his or her successor shall have been duly elected and qualified or his or her earlier death, resignation or removal.

Section 16. Voting Stock Held by Corporation.

Except as otherwise determined from time to time by the Board, the Chief Executive Officer (or, if the position of Chief Executive Officer is vacant, the President) shall have full power and authority in the name and on behalf of the Corporation to attend, act and vote at any meeting of stockholders, partners or owners of any corporation, partnership or other entity in which the Corporation may hold stock, a partnership interest or another ownership interest and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such stock or interest which, as the owner thereof, the Corporation might have possessed and exercised.

The Board may from time to time confer like powers upon any other person or persons and the Chief Executive Officer and the President may delegate his or her powers under this Section 16 to any other officer of the Corporation.

ARTICLE V

CONTRACTS; BANK ACCOUNTS

Section 1. Execution of Contracts.

Except as provided otherwise in these By-Laws, the Board may from time to time authorize any officer, employee, agent or representative of the Corporation, in the name and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument. Such authorization may be general or confined to specific instances. Unless so authorized by the Board or these By-Laws, no officer, employee, agent or representative shall have any power or authority to bind the Corporation by any contract or engagement, to pledge its credit or to render it pecuniarily liable for any purpose or to any amount.

Section 2. Checks; Drafts; Notes.

All checks, drafts and other orders for the payment of moneys out of the funds of the Corporation and all notes or other evidences of indebtedness of the Corporation shall be signed in the name and on behalf of the Corporation in the manner authorized from time to time by the Board or these By-Laws.

Section 3. Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in the banks, trust companies or other depositories selected from time to time by the Board or by an officer, employee, agent or representative of the Corporation to whom such authority may from time to time be delegated by the Board or these By-Laws. For the purpose of making such a deposit, any officer, employee, agent or representative to whom authority to make such a deposit is delegated by the Board or these By-Laws may endorse, assign and deliver checks, drafts and other orders for the payment of moneys which are payable to the order of the Corporation.

ARTICLE VI

SHARES; DIVIDENDS

Section 1. Certificates.

Shares of capital stock of the Corporation may, but shall not be required to, be issued in certificated form. The Board shall have the right to determine whether shares shall be issued in certificated form. If shares are issued in certificated form, every holder of record of a share or

shares then outstanding shall be entitled to a duly signed certificate in proper form certifying that he is the record holder of such share or shares, and the certificates shall be duly numbered and registered in the order of their issue. Certificates for shares shall be issued in such forms as the Board may prescribe. Such certificates shall be signed by the Chairperson of the Board, the Chief Executive Officer, the President or a Vice President and by the Secretary or the Treasurer. The seal of the Corporation or a facsimile thereof shall be affixed on such certificates, and such certificates shall be countersigned and registered in such manner, if any, as the Board may prescribe. The signatures of the officers upon such certificates may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such an officer, transfer agent or registrar before such certificate is issued, such certificate may be issued with the same effect as if he were such officer, transfer agent or registrar on the date of issuance of such certificate. Except as otherwise provided by law, the rights and obligations of holders of uncertificated shares, and holders of certificated shares representing shares of the same class and series of capital stock of the Corporation, shall be identical. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation may send to the registered owner thereof a written notice that sets forth the name of the Corporation, that the Corporation is organized under the laws of the State of Nevada, the name of the registered owner as shown on the transfer and register books of the Corporation, the number and class (and the designation of the series, if any) of the shares represented, and any restrictions on the transfer or registration of such shares imposed by the Articles of Incorporation, these By-Laws, any agreement among stockholders or any agreement between stockholders and the Corporation.

Section 2. Transfers; Record Owners.

Shares of capital stock of the Corporation held of record shall be transferable only on the transfer books of the Corporation, only by the record holder of such shares, in person or by his or her duly authorized attorney or legal representative, written evidence of whose authority must be filed with the Corporation. No transfer shall be valid until such transfer has been entered on the transfer books of the Corporation by an entry showing from and to whom transferred and (i) if the shares are certificated, the surrender of the certificate, duly endorsed or accompanied by duly executed stock powers (with such proof of authenticity of signature and proper succession or assignation, if applicable, as the Corporation or its agent may require) for a like number of shares, payment of all taxes thereon, compliance with any restrictions on transfer thereof and cancellation of the certificate or (ii) if uncertificated, the presentation of a duly executed stock transfer power or other proper transfer instructions (with such proof of authenticity of signature and proper succession or assignation, if applicable, as the Corporation or its agent may require) for a like number of shares, payment of all taxes thereon and compliance with any restrictions on transfer thereof.

The person in whose name shares of capital stock of the Corporation stand on the records of the Corporation shall be deemed the owner of such shares for all purposes as regards the Corporation. Such person may be referred to herein as the holder of record, the registered owner or like terms.

The Board may make such additional rules and regulations and take such action as it may deem expedient, not inconsistent with the Articles of Incorporation and these By-Laws, concerning the issue, transfer and registration of certificates.

Section 3. Lost or Destroyed Certificates.

The Corporation may issue (i) a new certificate or certificates for shares of capital stock of the Corporation or (ii) uncertificated shares of capital stock of the Corporation in order to replace any certificate or certificates for shares theretofore issued by it alleged to have been lost, stolen or destroyed, and the Corporation may require the holder of the lost, stolen or destroyed certificate, or his or her legal representative, to give to the Corporation a bond or other security to indemnify it against all losses, liabilities and expenses (including attorney’s fees and expenses) incurred in connection with investigating, defending and settling any claim that may be made against it on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificated or uncertificated share or shares.

Section 4. Fractions of a Share.

The Corporation shall have the authority to issue (but shall not be obligated, under these By-Laws, to issue) fractions of a share of any class or series of capital stock of the Corporation. In lieu of issuing a fraction of a share of any class or series of capital stock of the Corporation, the Corporation may (i) make such payments or (ii) issue that number of whole shares of such class or series of capital stock of the Corporation, in each case as may be determined using such equitable method as any officer of the Corporation or the Board may select or the Articles of Incorporation or the Law may require.

Section 5. Dividends.

Subject to the provisions of the Articles of Incorporation and to the extent permitted by the Law, the Board may declare and the Corporation may pay dividends on shares of any class or series of capital stock of the Corporation (which may be paid in cash, in property (including securities of other persons), or its own shares and securities) at such times and in such amounts as, in the opinion of the Board, the conditions of the business of the Corporation render advisable. Before declaration or payment of any dividend or making of any distribution, the Board may set aside out of the surplus or net profits of the Corporation such sum or sums as the Board may from time to time, in its absolute discretion, deem proper as a reserve fund to meet contingencies or for equalizing dividends, for repairing or maintaining any property of the Corporation or for such other purposes as the Board may from time to time deem to be in the best interests of the Corporation.

ARTICLE VII

CORPORATE SEAL

The Board may adopt a corporate seal of the Corporation which shall be in such form as the Board may from time to time determine. When authorized by these By-Laws or by the Board, a facsimile of the corporate seal may be affixed in lieu of the corporate seal.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall end on December 31 of each year unless otherwise fixed from time to time by the Board.

ARTICLE IX

AMENDMENTS

These By-Laws, in whole or in part, may be amended or repealed and new By-Laws, in whole or in part, may be adopted as (but only as) provided in the Articles of Incorporation.

ARTICLE X

EFFECTIVENESS

These By-Laws shall become effective upon the filing with the Secretary of State of the State of Nevada of the Amended and Restated Articles of Incorporation of the Corporation in connection with the initial public offering of the Corporation’s securities.

ARTICLE XI

OFFICES

Section 1. Principal Office.

The principal office of the Corporation shall be located at 2100 West Loop South, 16th floor, Houston, TX 77027. The Board shall have the power and discretion to change from time to time the location of the principal office of the Corporation. The registered office of the Corporation shall be located in the State of Nevada, unless otherwise designated by the Board.

Section 2. Additional Offices.

The Corporation may also have offices at such other places, either within or without the State of Nevada, as the Board may from time to time determine or as the business of the Corporation may require.

PLATINUM ENERGY SOLUTIONS, INC. - FORM S-1/A - EX-3.2.1 - FORM OF AMENDED AND RESTATED BYLAWS - January 23, 2012

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