8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2011

XETA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Oklahoma	0-16231	73-1130045
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1814 West Tacoma, Broken Arrow, Oklahoma	74012
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 918-664-8200

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INTRODUCTORY NOTE

On May 31, 2011, XETA Technologies, Inc., an Oklahoma corporation (“XETA”), completed its merger (the “Merger”) with Hera Corporation, an Oklahoma corporation (“Merger Sub”), an indirect wholly-owned subsidiary of PAETEC Holding Corp., a Delaware corporation (“PAETEC”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated February 8, 2011, entered into among PAETEC, Merger Sub and XETA (the “Merger Agreement”). The Merger Agreement was adopted by XETA’s shareholders at a special meeting held on May 26, 2011 (the “Special Meeting”). The Merger became effective on May 31, 2011 (the “Effective Time”) at the time a certificate of merger was accepted for filing by the Secretary of State of the State of Oklahoma on such date. In the Merger, Merger Sub merged with and into XETA, which continued as the surviving corporation of the Merger and as an indirect wholly-owned subsidiary of PAETEC.

Item 1.02 Termination of a Material Definitive Agreement.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On May 31, 2011, in connection with the Merger, XETA terminated its commercial bank lending facility under its Loan Agreement with Commerce Bank, N.A., Kansas City, Missouri, dated November 6, 2009. The credit facility, as it had been renewed and extended, was scheduled to mature on November 5, 2011.

Under the loan agreement, XETA could make drawings from time to time under an $8.5 million revolving line of credit, which was collateralized by trade accounts receivable, inventories, and real estate. Amounts advanced under the facility generally were limited to amounts equal to 75% of qualified trade accounts receivable and 50% of qualified inventories and real estate. The credit facility contained several customary financial covenants, including tangible net worth requirements, limitations on the amount of funded debt to annual earnings before interest, taxes, depreciation and amortization (“EBITDA”), limitations on cash dividends, and debt service coverage requirements. Interest on the credit facility accrued at a rate per annum equal to the greater of either (a) the London Interbank Offered Rate (“LIBOR”) plus 3.00%, or (b) 4.5%. The outstanding balance under the revolving line of credit was $6.9 million immediately prior to its repayment in full on May 31, 2011.

The outstanding balance under the XETA credit facility was repaid in full by PAETEC from the proceeds of borrowings from banks and other unaffiliated lenders under a $100 million senior secured term loan facility.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Upon the completion of the Merger, at the Effective Time, each share of XETA common stock issued and outstanding immediately prior to the Effective Time (other than shares held in the treasury of XETA and any shares owned by PAETEC or any of its subsidiaries) was converted into the right to receive $5.50 in cash, without interest (the “Merger Consideration”). In addition, immediately prior to the Effective Time, all remaining forfeiture restrictions applicable to outstanding restricted shares of XETA common stock under XETA’s 2004 Omnibus Stock Incentive Plan expired and the holders thereof became entitled to receive the Merger Consideration with respect to each such share. Certain options to purchase shares of XETA common stock outstanding immediately prior to the Effective Time became fully vested immediately prior to the Effective Time. Holders of warrants and vested options to purchase XETA common stock became entitled to receive (in each case, in accordance with the terms of their respective plans and agreements) the product of (a) the number of shares of XETA common stock that would have been acquired upon the exercise of the warrant or stock option, multiplied by (b) the excess, if any, of the Merger Consideration over the exercise price to acquire a share of XETA common stock under such warrant or stock option.

The total Merger Consideration was approximately $61 million and was funded by PAETEC from the proceeds of borrowings from banks and other unaffiliated lenders under a $100 senior secured term loan facility.

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The foregoing description of the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to XETA’s Current Report on Form 8-K filed on February 10, 2011 with the Securities and Exchange Commission (the “SEC”).

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Merger on May 31, 2011, XETA notified the NASDAQ Stock Market on that date of the effectiveness of the Merger. As a result of the Merger, XETA no longer meets the numerical listing requirements of the NASDAQ Stock Market. XETA also notified the NASDAQ Stock Market that each share of XETA’s common stock issued and outstanding immediately prior to the Effective Time (other than excluded shares as provided for under the Merger Agreement) was converted into the right to receive the Merger Consideration, and requested that the NASDAQ Stock Market file with the SEC a Form 25 under the Securities Exchange Act of 1934 (the “Exchange Act”) in order to effect the delisting of the XETA common stock from the NASDAQ Stock Market.

XETA expects to file with the SEC a Form 15 under the Exchange Act ten days after the filing of the Form 25, requesting the termination of registration of XETA’s common stock under Section 12(g) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information provided in the Introductory Note and Items 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Merger, each share of XETA’s common stock issued and outstanding immediately prior to the Effective Time (other than shares held in the treasury of XETA and any shares owned by PAETEC or any of its subsidiaries) was converted into the right to receive the Merger Consideration. At the Effective Time, XETA’s shareholders immediately prior to the Effective Time ceased to have any rights as shareholders in XETA (other than their right to receive the Merger Consideration) and accordingly no longer have any interest in XETA’s future earnings or growth.

Item 5.01 Changes in Control of Registrant.

The information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, as contemplated under the Merger Agreement, XETA became an indirect wholly-owned subsidiary of PAETEC, as described in Item 2.01 of this Current Report on Form 8-K, and the composition of XETA’s executive officers and board of directors was changed as described in Item 5.02 of this Current Report on Form 8-K.

The payment of the Merger Consideration was funded by PAETEC from the proceeds of borrowings from banks and other unaffiliated lenders under a $100 million senior secured term loan facility.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

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(b) On May 31, 2011, as of the Effective Time as provided for under the Merger Agreement, Ronald L. Siegenthaler, S. Lee Crawley, Donald T. Duke, Greg D. Forrest, Eric Grimshaw, Dr. Robert Hisrich and Ozarslan A. Tangun submitted their resignations as members of the boards of directors of XETA and its subsidiaries and as members of committees of XETA’s board of directors on which they served. In addition, on May 31, 2011, as of the Effective Time as provided for under the Merger Agreement, Greg D. Forrest (Chief Executive Officer and President), Robert B. Wagner (Chief Financial Officer and Secretary), Paul R. Comeau (Chief Operating Officer) and Donald E. Reigel (Chief Sales Officer), who constituted all of the executive officers of XETA and its subsidiaries as of the Effective Time, submitted their resignations from their officer positions.

(c) — (d) On May 31, 2011, as of the Effective Time as provided for under the Merger Agreement, the following persons were appointed as directors and executive officers of XETA to fill the vacancies created by the foregoing resignations of XETA’s directors and executive officers:

Arunas A. Chesonis	—	Chairman, President and Chief Executive Officer
Keith M. Wilson	—	Director, Executive Vice President, Chief Financial Officer and Treasurer
Mary K. O’Connell	—	Director, Senior Vice President, General Counsel and Secretary
Algimantas K. Chesonis	—	Senior Vice President, Chief Accounting Officer and Controller

Arunas A. Chesonis, age 49, has served as Chairman of the Board, President and Chief Executive Officer of PAETEC since August 2006. Mr. Chesonis has served as Chairman of the Board, President and Chief Executive Officer of PAETEC’s wholly-owned subsidiary, PAETEC Corp., of which he was the founder, since its formation in May 1998 and as Chairman of the Board, President and Chief Executive Officer of its principal operating subsidiary, PaeTec Communications, Inc., since July 1998. Mr. Chesonis was appointed as President of ACC Corp., an international telecommunications company in Rochester, New York, in February 1994 and was elected to its board of directors in October 1994. Mr. Chesonis joined ACC in May 1987 as Vice President of Operations for the U.S. business unit and was named President of ACC Long Distance Corp. in January 1989. Mr. Chesonis also served as President of ACC’s Canadian operations and Managing Director of ACC’s U.K. enterprise. Before he joined ACC, Mr. Chesonis held several positions within Rochester Telephone Corporation, now known as Frontier Communications Corporation, a subsidiary of Citizens Communications Company. Mr. Chesonis is the brother of Algimantas Chesonis.

Keith M. Wilson, age 44, has served as a director and as Executive Vice President and Chief Financial Officer of PAETEC since August 2006. Mr. Wilson has served as Executive Vice President and Chief Financial Officer of PAETEC Corp. and PaeTec Communications, Inc. since January 2001, and as a director of PAETEC Corp. since March 2006. From June 1999 until January 2001, Mr. Wilson served as Vice President and head of the Telecommunications Finance Group at Union Bank of California, where he focused on sourcing and providing capital for telecommunications services companies in the wireline, wireless and data services markets. From March 1998 until May 1999, Mr. Wilson was a Vice President of Merchant Banking and head of Syndicated Finance for First Dominion Capital, based in New York. Mr. Wilson also held positions with NationsBank from September 1996 until March 1998, Bank of Boston and Fleet Bank.

Mary K. O’Connell, age 47, has served as Executive Vice President, General Counsel and Secretary of PAETEC since January 2011. Ms. O’Connell joined PaeTec Communications in September 2001 as Director and Senior Corporate Counsel and held various positions of increasing responsibility prior to her appointment as General Counsel, including service as PAETEC’s Corporate Compliance Officer and Vice President and Senior Corporate Counsel. From November 2008 through December 2010 she served as Senior Vice President, General Counsel and Secretary of PAETEC. Before joining PAETEC, Ms. O’Connell was in private practice at the law firms of Morrison & Foerster, LLP and Levine, Blaszak, Block & Boothby, LLP in Washington, D.C. and Phillips, Lytle LLP in Rochester, New York. Ms. O’Connell’s experience before joining PAETEC included work in the areas of commercial law, telecommunications, corporate legal matters, and regulatory affairs.

Algimantas K. Chesonis, age 45, has served as Senior Vice President, Chief Accounting Officer and Controller of PAETEC since March 2007. Mr. Chesonis has served as Senior Vice President and Controller of PAETEC Corp. and PaeTec Communications, Inc. since August 2004. Mr. Chesonis served as Vice President of Finance and Controller of PaeTec Communications from July 1998 to August 2004. In his capacity as Senior Vice President and Controller, Mr. Chesonis has been responsible for all aspects of accounting and financial reporting. Mr. Chesonis previously served as Director of Public Reporting for US Foodservice and Audit Manager for the international accounting firm of PriceWaterhouse, LLP. Mr. Chesonis is the brother of Arunas Chesonis.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On May 31, 2011, at the Effective Time and as provided for under the Merger Agreement, in connection with the Merger, XETA’s Restated Certificate of Incorporation was amended and restated in its entirety (the “Amended Certificate of Incorporation”). The Amended Certificate of Incorporation reflects, among other changes, a reduction of the authorized number of shares of XETA common stock and the elimination of provisions granting authority to XETA’s board of directors to issue preferred stock of XETA. In addition, on May 31, 2011, at the Effective Time and as provided for under the Merger Agreement, XETA’s Amended and Restated Bylaws were amended and restated (the “Amended Bylaws”) in order, among other changes, to include governance provisions consistent with XETA’s ownership by PAETEC.

The foregoing descriptions of the Amended Certificate of Incorporation and Amended Bylaws are not complete and are subject to, and qualified in their entirety by, reference to the full text of the Amended Certificate of Incorporation and the text of the Amended Bylaws, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

(a) The Special Meeting was held on May 26, 2011 at 10:00 a.m., Central Time, at XETA’s corporate headquarters located at 1814 West Tacoma, Broken Arrow, Oklahoma.

(b) At the Special Meeting, the shareholders of XETA approved (1) a proposal to approve and adopt the Merger Agreement and (2) a proposal to adjourn the Special Meeting, if necessary or appropriate, for the solicitation of additional proxies for the adoption of the Merger Agreement. The approval and adoption of the Merger Agreement required the affirmative vote of the holders of a majority of the issued and outstanding shares of XETA common stock entitled to vote thereon. The approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies for the adoption of the Merger Agreement required the affirmative vote of holders of a majority of the shares of common stock represented in person or by proxy at the Special Meeting. The total number of shares of XETA common stock outstanding and entitled to vote on the foregoing proposals at the Special Meeting was 10,779,707 shares.

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The final voting results with respect to the proposals voted on by the XETA shareholders at the Special Meeting were as follows:

1. Proposal to approve and adopt the Merger Agreement:

For	Against	Abstain	Broker Non-Votes
7,967,291	41,728	595	—

2. Proposal to adjourn the Special Meeting, if necessary or appropriate, for the solicitation of additional proxies for adoption of the Merger Agreement.

For	Against	Abstain	Broker Non-Votes
7,896,848	108,295	4,471	—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. XETA hereby files or incorporates by reference the exhibits described below.

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger, dated February 8, 2011, by and among PAETEC Holding Corp., Hera Corporation and XETA Technologies, Inc. (incorporated by reference to Exhibit 2.1 of XETA’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2011).
3.1	Amended and Restated Certificate of Incorporation of XETA Technologies, Inc., dated May 31, 2011.
3.2	Amended and Restated Bylaws of XETA Technologies, Inc., dated May 31, 2011.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 31, 2011
	XETA TECHNOLOGIES, INC.
	By:	/s/ Mary K. O’Connell
		Mary K. O’Connell
		Senior Vice President

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated February 8, 2011, by and among PAETEC Holding Corp., Hera Corporation and XETA Technologies, Inc. (incorporated by reference to Exhibit 2.1 of XETA’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2011).
3.1	Amended and Restated Certificate of Incorporation of XETA Technologies, Inc., dated May 31, 2011.
3.2	Amended and Restated Bylaws of XETA Technologies, Inc., dated May 31, 2011.

EX-3.1

Exhibit 3.1

Amended and Restated Certificate of Incorporation of

XETA TECHNOLOGIES, INC.

TO THE SECRETARY OF STATE OF OKLAHOMA:

We, the undersigned authorized officers of XETA Technologies, Inc., formerly XETA Corporation, a corporation organized under the laws of the State of Oklahoma upon filing its original Certificate of Incorporation with the Secretary of State on June 4, 1981, which Certificate was subsequently amended and restated on April 8, 1987, and further amended on July 30, 1999, April 17, 2000, June 27, 2000 and June 30, 2000, and further restated on April 30, 2004, do hereby amend and restate the Certificate of Incorporation in accordance with the provisions of Sections 1077 and 1080 of the Oklahoma General Corporation Act as follows:

Article I

The name of the Corporation is:

XETA Technologies, Inc.

Article II

The address of the Corporation’s registered office in the State of Oklahoma is 1833 South Morgan Road, Oklahoma City, County of Oklahoma, Oklahoma 73128, and the name of the Corporation’s registered agent at such address is The Corporation Company.

Article III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Oklahoma General Corporation Act.

Article IV

The total number of shares of stock which the Corporation is authorized to issue is 1,000. All shares shall be Common Stock, par value $0.001 per share and are to be of one class.

Article V

The duration of the Corporation is perpetual.

Article VI

Unless and except to the extent that the bylaws of the Corporation (the “Bylaws”) shall so require, the election of directors of the Corporation need not be by written ballot.

Article VII

To the fullest extent permitted by law, no present or former director of the Corporation shall be personally liable to the Corporation or to its shareholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of or repeal of this Article VII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

Article VIII

(a) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, each present and former director, officer, employee, fiduciary and agent of the Corporation and each of its subsidiaries (each such person, a “Covered Person”) against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Covered Person in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as a director, officer, employee, fiduciary or agent of the Corporation, or while serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans (a “Proceeding”) and shall pay any expenses in advance of the final disposition of any such Proceeding to each Covered Person to the fullest extent permitted by law, upon receipt from the Covered Person to whom expenses are advanced of an undertaking to repay such advances as required by law. Notwithstanding the preceding sentence, except for advancement of expenses not paid in full, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the Corporation.

(b) The rights conferred on any Covered Person by this Article VIII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

(c) The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity with respect to any Proceeding shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity with respect to such Proceeding.

(d) Any repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

(e) This Article VIII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

IN WITNESS WHEREOF, the undersigned Corporation has caused this Amended and Restated Certificate of Incorporation to be executed in its name by its President, and attested by its Secretary this 31st day of May, 2011.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, XETA Technologies, Inc. has caused this Certificate to be signed by its authorized officer as of the date first written above.

XETA TECHNOLOGIES, INC.
/s/ Greg D. Forrest
By: Greg D. Forrest
Title:	Chief Executive Officer and President

ATTEST:

/s/ Robert B. Wagner
By: Robert B. Wagner
Title:	Secretary

EX-3.2

Exhibit 3.2

BYLAWS OF XETA TECHNOLOGIES, INC.

ARTICLE I
Offices

Section 1.01 Offices. XETA Technologies, Inc. (hereinafter called the “Corporation”) may have offices at such places, both within and without the State of Oklahoma, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

Section 1.02 Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided, however, that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

ARTICLE II
Meetings of the Shareholders

Section 2.01 Place of Meetings. All meetings of the shareholders shall be held at such place, if any, either within or without the State of Oklahoma, as shall be designated from time to time by the president, the chairman or by resolution of the Board of Directors and stated in the notice of meeting. The president, the chairman or the Board of Directors may determine that the meeting shall not be held at any place, but may instead be held by means of remote communication; provided, however that (a) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder, (b) the Corporation shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings, and (c) if any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the Corporation.

Section 2.02 Annual Meeting. Unless directors are elected by written consent in lieu of an annual meeting, the annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the president, the chairman or the Board of Directors and stated in the notice of the meeting. If directors are elected by written consent in lieu of an annual meeting, and if such written consent is less than unanimous, then the action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of the action are vacant and filled by the action.

Section 2.03 Special Meetings. Special meetings of the shareholders for any purpose or purposes shall be called by the president, the chairman or pursuant to a resolution approved by the Board of Directors. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.

Section 2.04 Adjournments. Any meeting of the shareholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for shareholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each shareholder of record entitled to vote at the meeting as of the record date for notice of such adjourned meeting.

Section 2.05 Notice of Meetings. Notice of the place, if any, date, hour, the record date for determining the shareholders entitled to vote at the meeting (if such date is different from the record date for shareholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of the shareholders shall be given by the Corporation not less than ten days nor more than 60 days before such meeting (unless a different time is specified by law) to every shareholder entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to shareholders shall be in writing and delivered personally or mailed to each shareholder at his, her or its address appearing on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to shareholders, notice of meetings may be given to shareholders by means of electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any shareholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the shareholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any shareholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 2.06 List of Shareholders.

(a) The officer of the Corporation who has charge of the stock ledger shall prepare a complete list of the shareholders entitled to vote at any meeting of the shareholders (provided, however, that if the record date for determining the shareholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the shareholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each shareholder and the number of shares of capital stock of the Corporation registered in the name of each shareholder at least ten days before any meeting of the shareholders.

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Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any shareholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any shareholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to the list of shareholders entitled to (i) examine the stock ledger and (ii) vote in person or by proxy at any meeting of the shareholders.

(b) The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, receive notifications, vote as such owner and exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise may be provided by applicable law.

Section 2.07 Quorum. Shareholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Unless otherwise required by law, the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) or these bylaws, at each meeting of the shareholders, a majority in voting power of the outstanding shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.08 Conduct of Meetings. The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of the meeting of the shareholders as it shall deem appropriate. At every meeting of shareholders, the president, or in his or her absence or inability to act, the secretary, or, in his or her absence or inability to act, the person whom the president shall appoint, shall act as chairman of, and preside at, the meeting. The secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint to act as secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the shareholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting, (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting, (c) rules and procedures for maintaining order at the meeting and the safety of those present, (d) limitations on attendance at or participation in the meeting to shareholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine, (e) restrictions on entry to the meeting after the time fixed for the commencement thereof and (f) limitations on the time allotted to questions or comments by participants.

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Section 2.09 Voting; Proxies.

(a) Unless otherwise provided by applicable law, the Certificate of Incorporation or these bylaws, and subject to the other provisions of these bylaws, each shareholder shall be entitled to one vote on each matter, in person or by proxy, for each share of the Corporation’s capital stock that has voting power and that is held by such shareholder. When a quorum is present at any meeting of the shareholders, all matters shall be determined, adopted and approved by the affirmative vote (which need not be by ballot) of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote with respect to the matter, unless the proposed action is one upon which, by express provision of applicable law or of the Certificate of Incorporation, a different vote is specified and required, in which case such express provision shall govern and control with respect to that vote on that matter. If the Certificate of Incorporation provides for more or less than one vote for any share, on any matter, every reference in these bylaws to a majority or other proportion of stock, voting stock or shares shall refer to a majority or other proportion of the votes of such stock, voting stock or shares. Notwithstanding the foregoing, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

(b) Each shareholder entitled to vote at a meeting of the shareholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such shareholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A shareholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date.

Section 2.10 Inspectors at Meetings of the Shareholders. The Board of Directors, in advance of any meeting of the shareholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares represented at the meeting and their count

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of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board of Directors, the date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at a meeting shall be determined by the person presiding at the meeting and shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless a district court of the State of Oklahoma upon application by a shareholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of the shareholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.

Section 2.11 Written Consent of Shareholders Without a Meeting. Any action to be taken at any annual or special meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand, certified or registered mail, return receipt requested, or means of electronic transmission in accordance with applicable law) to the Corporation by delivery to its registered office in the State of Oklahoma, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the shareholders are recorded. Every written consent shall bear the date of signature of each shareholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those shareholders who have not consented in writing, and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

Section 2.12 Fixing the Record Date.

(a) In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be less than ten days nor more than 60 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the shareholders entitled to vote at such meeting unless the Board of Directors 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 of Directors, the record date for determining shareholders entitled to notice of or to vote at a meeting of the shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of shareholders of record entitled to notice of or to vote at a meeting of the shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of shareholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of shareholders entitled to vote therewith at the adjourned meeting.

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(b) In order that the Corporation may determine the shareholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting: (a) when no prior action by the Board of Directors is required by law, the record date for such purpose 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 by delivery to its registered office in the State of Oklahoma, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded and (b) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

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

ARTICLE III
Board of Directors

Section 3.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.02 Number; Term of Office. The number of directors which shall constitute the whole Board of Directors shall be at least one. The number of directors from time to time shall be determined by resolution of the Board of Directors or by resolution of the shareholders of the Corporation. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal. Directors need not be shareholders.

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Section 3.03 Newly Created Directorships; Vacancies. Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors may be filled by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal.

Section 3.04 Resignation. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified.

Section 3.05 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as may be determined from time to time by the Board of Directors or its chairman.

Section 3.06 Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places as may be determined by the chairman or the president on at least 24 hours notice to each director given by one of the means specified in Section 3.09 other than by mail or on at least three days’ notice if given by mail. Special meetings shall be called by the chairman or the president in like manner and on like notice on the written request of any two or more directors.

Section 3.07 Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.07 shall constitute presence in person at such meeting.

Section 3.08 Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.09 other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

Section 3.09 Notices. Subject to Section 3.06 and Section 3.10, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation or these bylaws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation or by means of electronic transmission in accordance with applicable law.

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Section 3.10 Waiver of Notice. Whenever the giving of any notice to directors is required by applicable law, the Certificate of Incorporation or these bylaws, a waiver thereof, given by the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or Board of Directors committee meeting need be specified in any waiver of notice.

Section 3.11 Organization. At each meeting of the Board of Directors, the chairman or, in his or her absence, another director selected by the Board of Directors shall preside. The secretary shall act as secretary at each meeting of the Board of Directors. If the secretary is absent from any meeting of the Board of Directors, an assistant secretary shall perform the duties of the secretary at such meeting; and in the absence from any such meeting of the secretary and all assistant secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

Section 3.12 Quorum of Directors. The presence of a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 3.13 Action By Majority Vote. Except as otherwise expressly required by these bylaws, the Certificate of Incorporation or by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.14 Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

Section 3.15 Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which

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there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

Section 3.16 Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV
Officers

Section 4.01 Positions; Election. The officers of the Corporation shall be elected by the Board of Directors and shall include a president, a treasurer and a secretary. The Board of Directors, in its discretion, may also elect a chairman (who must be a director), one or more vice chairmen (who must be directors) and one or more vice presidents, assistant treasurers, assistant secretaries and other officers. Any individual may be elected to, and may hold, more than one office of the Corporation.

Section 4.02 Term. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualifies or until such officer’s earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the president or the secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

Section 4.03 President. The president shall have general supervision over the business of the Corporation and other duties incident to the office of president, and any other duties as may be from time to time assigned to the president by the Board of Directors and subject to the control of the Board of Directors in each case.

Section 4.04 Vice Presidents. Each vice president shall have such powers and perform such duties as may be assigned to him or her from time to time by the chairman of the Board of Directors or the president.

Section 4.05 Secretary. The secretary shall attend all sessions of the Board of Directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the shareholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the president. The secretary shall keep in safe custody the seal of the Corporation and shall see that it is affixed to all documents, the execution of which, on behalf of the Corporation, under its seal, is necessary or proper, and when so affixed may attest the same.

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Section 4.06 Treasurer. The treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the Board of Directors, and shall cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all of his or her transactions as treasurer and of the financial condition of the Corporation.

Section 4.07 Duties of Officers May Be Delegated. In the case of the absence of any officer, or for any other reason that the Board of Directors may deem sufficient, the president or the Board of Directors may delegate the powers or duties of such officer to any other officer or to any director.

Section 4.08 Compensation of Officers. The compensation of officers of the Corporation shall be fixed by the Board of Directors or by any officer authorized by the Board of Directors to prescribe the compensation of such other officers.

Section 4.09 Fidelity Bonds. The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

ARTICLE V
Stock Certificates and Their Transfer

Section 5.01 Certificates Representing Shares. The shares of stock of the Corporation shall be represented by certificates. If shares are represented by certificates such certificates shall be in the form approved by the Board of Directors. The certificates representing shares of stock of the Corporation shall be signed by, or in the name of, the Corporation by the chairman, any vice chairman or the president or any vice president, and by the secretary, any assistant secretary or the treasurer or any assistant treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

Section 5.02 Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named as the holder thereof on the stock records of the Corporation, by such person’s attorney lawfully constituted in writing, and in the case of shares represented by a certificate upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares

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shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the president or any vice president or the treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize the transfer of fractional shares.

Section 5.03 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.04 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or the owner’s legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate or uncertificated shares.

ARTICLE VI
General Provisions

Section 6.01 Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.

Section 6.02 Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.03 Contracts. The Board of Directors may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 6.04 Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 6.05 Checks; Notes; Drafts; Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

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Section 6.06 Dividends. Subject to applicable law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property or in shares of stock of the Corporation, unless otherwise provided by applicable law or the Certificate of Incorporation.

Section 6.07 Conflict with Applicable Law or Certificate of Incorporation. These bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

Section 6.08 Reserves. The directors of the Corporation may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

ARTICLE VII
Amendments

These bylaws may be amended, altered, changed, adopted and repealed or new bylaws adopted by the Board of Directors. The shareholders may make additional bylaws and may alter and repeal any bylaws whether such bylaws were originally adopted by them or otherwise.

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