pale, inc. mainten… · pale, inc. by-laws table of contents article one section 1.1 section 1,2...

PALE, INC.

BY-LAWS

PALE, INC. BY-LAWS

TABLE OF CONTENTS

ARTICLE ONE Section 1.1 Section 1,2

OFFICES Registered Office and Agent Other Offices

Page

ARTICLE TWO -Section 2.1 Section 2.2 Section 2.3 Section 2.4 Section 2.5 Section 2.6 Section 2.7 Section 2.8 Section 2.9 Section 2.10

SHAREHOLDERS' MEETINGS Place of Meetings Annual Meetings Special Meeting Notice of Meetings Quorum Voting of Sliares Proxies Presiding Officer Adjournments Action of Shareholders

Without a Meeting

ARTICLE THREE - THE BOARD OF DIRECTORS Section 3.1 Section 3.2

Section 3.3 Section 3.4 Section 3.5 Section 3.6

General Powers Number, Election and Term of Office

Removal Vacancies Compensation Committees of the Board

of Directors

ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7

Regular Meetings Special Meetings Place of Meetings Notice of Meetings Quorum Vote Required for Action Action by Directors Without

a Meeting

Section4.8 Section4.9

ARTICLE FIVE Section 5.1 Section52

Adjournments Participation by Conference Telephone

NOTICEANDWAIVER Procedure Waiver

ARTICLE S l ^ Section61 Section62 Section63 Section 6.4 Section65 Section66 Section 6.7 Section68 Section69 Section610 Section611

Section612

OFFICERS Number Election andTerm Compensation Removal Chairman President VicePresidents Secretary Treasurer Controller Assistant Secretary and

AssistantTreasurer Bonds

ARTICLE SEVEN DIVIDENDS Section7.1

Section72 Section73 Section7.4

Time and Conditions of Declaration

Reserves Steele Dividends Unissued Shares Steele Splits

ARTICLE EIGHT SHARES

Page

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Sect ional Authorisation and Issuance of Shares 9

Section32 Stocl^ Certificates 9 Section63 Rights of Corporation with Respect to Registered

Owners 10 Section 6.4 Transfer of Steele 10 Section 6.5 Lost^ Stolen or Destroyed

Certificates 10 Section66 Fixing of Record Date 10 Section 6.7 Record Date if None Fixed 10

III

Page

ARTICLE NINE INDEMNIFICATION 11 Sect ional Indemnification 11 Section 9.2 Insurance 11 Section93 Definitions 11

ARTICLETEN BOOI^SAND RECORDS 11 Section 10.1 Inspection of Bool^s and Records 11 Section 102 FiscalYear 12 Section 103 Seal 12 Section 10.4 Annual Statement 12

ARTICLE ELEVEN AMENDMENTS 12 Sectionl l .1 Powerto Amend Bylaws 12 Section11.2 Conditions 12

IV

PALE^INC^

ARTICLE ONE

Offices

1.1 Principal Offices. The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. Ifthe principal executive office is located outsidethis State, the Board of Directors shall fix and designateaprincipal business office in the State of California.

1.2 Other Offices. The corporation may have offices at such place or places within orwithout the State of California as the Board of Directors mayfrom time to time appoint or the business of the corporation may require or mal̂ e desirable

ARTICLETWO

Shareholders^ Meetings

2.1 Place of Meetings. Meetings of the shareholders shall be held at any place within or outside the State of California as setforth in the notice thereof or,in the eventofameetingheldpursuanttowaiverofnotice,asmaybesetfor^hinthe waiver or, if no place is so specified,at the registered office ofthe corporation.

2.2 Annual Meetings. The annual meeting of shareholders shall be held onadate and atatime as shall be designated bythe Board of Directors and stated in the notice ofthe meeting,forthe purpose ofelecting directors and transacting any and all business that may properly come before the meeting.

2.3 Special Meetings. Special meetings of the shareholders may be called at any time bythe Chairman,ifany, the President, the Board ofDirectors, or bythe holder offifty percent ^50^^or more of all the shares entitled to vote.

2.4Notice of Meetings. Unless waived as contemplated in Section 5.2 or by attendanceatthemeeting,either in person or by proxy,for any purpose otherthan to object to the transaction of business,awritten or printed notice of each shareholders^ meeting stating the place, day and hourofthe meeting shall be delivered not less than ten days nor more than sixty days before the date thereof, either personally or by mail, by or atthe direction ofthe Chairman,if any, the President, the Secretary or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. In the case of an annual or substitute annual meeting,the notice ofthe meeting need notstate the purpose or purposes ofthe meeting unless the purpose or purposes constituteamatterwhich the

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California General Corporation Law requires to be stated in the notice ofthe meeting In the case ofaspecial meeting,the notice of meeting shall state the purpose or purposes forwhich the meeting is called

2.5 Quorum. At all meetings ofthe shareholders, the presence, in person or by proxy ofthe holders of more than onehalf ofthe shares outstanding and entitled to vote shall constituteaquorum. Ifaquorum is present,amajority ofthe shares outstanding and entitled to vote which are represented at any meeting shall determineanymattercomingbeforethemeetingunlessadifferent vote is required by statute,bythe Aiîcles of Incorporation or bythese bylaws. The shareholders at ameeting atwhichaquorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less thanaquorum if any action talênôtherthan adjournments is approved by at least amajority ofthe shares required to constituteaquorum.

2 6 Voting of Shares Except as othenîse provided by statute orthe Articles of Incorporation ortheCertificateofPowers, Designations, Preferences and Rights thereunder,each outstanding share having voting rights shall be entitled to one voteon each matter submitted toavoteatameeting of shareholders except as othenîse provided herein. Voting on all matters shall be by voice vote or by show of hands unless any qualified voter, priorto the voting on any matter,demandsa vote by ballot, in which case each ballot shall state the name of the shareholder voting and the number of shares voted by such shareholder,and if such ballot be cast by proxy,it shall also state the name of such proxy

2 7 Proxies. Ashareholder entitled to vote pursuantto Section 2.6 mayvote in person or by proxy executed in writing by the shareholder or by an attorney in fact Aproxy shall not be valid after eleven months from the date ofits execution,unless alongerperiodisexpresslystatedtherein Ifthevalidityofanyproxyisquestioned it must be submitted to the Secretary ofthe shareholders^ meeting for examination ortoaproxyofficerorcommitteeappointedbytheperson presiding atthe meeting. The Secretai^ ofthe meeting or,if appointed,the proxy officer or committee, shall determine the validity or invalidity of any proxy submitted and reference by the Secretary in the minutes ofthe meeting shall constitute prima facie evidence ofthe facts statedforthe purpose of establishing the presence ofaquorum at such meeting and for all other purposes.

2 6 Presiding Officer The Chairman, if any, the President, or in the absence of both,aVice President, shall seiê as Chairman of evei^ shareholders^ meeting unless some other person is elected to seiê as Chairman byamajority vote of the shares represented at the meeting. The Chairman shall appoint such person as he or she deems required to assist with the meeting.

2.9 Adjournments. Any meeting of the shareholders, whether or notaquorum is present, may be adjourned bythe holders ofamajority ofthe voting shares representedatthe meeting to reconvene ataspecific time and place. It shall not

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be necessai^ to give any notice of the reconvened meeting or of the business to be transacted,ifthe time and place of the reconvened meeting are announced at the meeting which was adjourned,except that ifthe adjournment is for more than thirty days, or if aftertheadjournmentanew record date is fixed forthe adjourned meeting,anotice ofthe adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting Atanysuch reconvened meeting at whicha quorum is represented or present, any business may be transacted which could have been transacted at the meeting which was adjourned.

2.10 Action of Shareholders WithoutaMeeting Any action which may be talên at ameeting ofthe shareholders may be talên withoutameetingifawritten consent, setting fo^h the action authorised,shall be signed by each ofthe shareholders entitled to vote on such action. Such written consent shall have the same effect as aunanimous vote ofthe shareholders ataspecial meeting called forthe purpose of considering the action authorised and shall be filed in the minute bool^ ofthe corporation bytheofficerhavingcustodyofthecorporatebool^s and records.

ARTICLETHREE

The Board of Directors

31 General Powers The business and affairs ofthe corporation shall be managed by the Board of Directors In addition to the powers and authority expressly conferred upon it bythese by-laws, the Board of Directors may exercise all such powers ofthe corporation and do all such lawful acts and things as are not bylaw, byalegal agreement among shareholders, bythe Articles of Incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

3.2 NumberÊlection andTerm of Office. The numberofdirectors ofthe corpora tion shall be not less than three nor more than five, the precise number to be fixed by resolution of the shareholders orthe Board of Directors from time to time. Except as provided in Section 3.4,the directors shall be elected bythe affirmative vote ofa majority ofthe shares represented atthe annual meeting. Eachdirector,exceptin case of death, resignation, retirement, disqualification, or removal, shall serve until the next succeeding annual meeting and thereafter until his or her successor shall have been elected and qualified.

3 3 Removal. Anydirectormay be removed from office with orwithout cause by the affirmative vote ofthe holders ofamajority ofthe shares entitled to vote at an electionofdirectors Removalactionmaybetalênatanyshareholders'meeting with respect to which notice of such purpose has been given or by written consent of the shareholders,andaremoved director's successor may be elected at the same meeting to serve the unexpired term.

3.4 Vacancies. Avacancy occurring in the Board of Directors,except by reason of removal ofadirector,may be filled forthe unexpired term,and until the shareholders shall have electedasuccessor,by affirmative vote ofamajority ofthe directors remaining in office though less thanaquorum ofthe Board of Directors or byasole remaining director^

3.5 Compensation Directors may receive such compensation fortheirsei^ices as mayfrom time to time be fixed byvote ofthe Board of Directors orthe shareholders.Adirector may also serve the corporation inacapacity other than thatofadirectorandreceivecompensation,asdetermined bythe Board of Directors for services rendered in that other capacity.

3.6 Committees ofthe Board of Directors. TheBoardof Directors, by resolution adoptedbyamajorityofthefull Board of Directors, may designate from among its members an executive committee and one or more other committees, each consisting ofthree or more directors Except as prohibited by law, each committee shall have the authority setforth in the resolution establishing said committee^

ARTICLE FOUR

Meetings ofthe Board of Directors

4.1 Regular Meetings. Regular meetings ofthe Board of Directors shall be held immediately afterthe annual meeting of shareholders or any meeting held in lieu thereof. In addition, the Board of Directors may schedule other meetings to occur atregularintervalsthroughouttheyear.

4.2 Special Meetings Special meetings ofthe Board ofDirectors maybe called by orattherequestoftheChairman,ifany,the President, or in the absence ofboth by the Secretary ofthe corporation,or by anytwo directors in office atthat time, exceptthatwhenthe Board of Directors consists of only one Director,then one directormaycallaspecial meeting.

4 3 Place of Meetings. Directors may hold their meetings at any place within or outside the State ofCalifornia as the Board of Directors mayfrom time to time establish for regular meetings or as is set forth in the notice of special meetings or, intheeventofameetingheldpursuanttowaiverofnotice,asmaybesetforthin the waiver.

4.4 Notice ofMeetings. No notice shall be required for any regularly scheduled meeting ofthe directors ofthe corporation Unless waived as contemplated in Section 5.2,the Chairman,if any,the President orthe Secretai^ ofthe corporation or any directorthereof shall give notice to each director of each special meeting which notice shall state the time, place and purposes ofthe meeting.Such notice shall be given by mailinganotice of the meeting at least ten days before the date of

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the meeting, or by telephone, telegram, cablegram or facsimile transmission or personal delivei^ at leasttwo days before the date ofthe meeting. Notice shall be deemed to have been given by telegram or cablegram at the time notice is filed with the transmitting agency Attendance byadirectoratameeting shall constitute waiver of notice of such meeting,exceptwhereadirectorattendsameeting forthe express purpose of objecting to the transaction of business because the meeting is not lawfully called.

4 5 Quorum. At meetings ofthe Board of Directors, more than one^half ofthe directorsthen in office shall be necessai^ to constituteaquorum for the transaction of business. In nocaseshall less than two directors constituteaquorum,except thatwhenthe Board of Directors consists of only one director,then one director shall constituteaquorum.

4.6 Vote Reguired for Action. Except as othenîse provided in these by-laws or by law, the act ofamajority ofthe directors present atameetingatwhich there i sa quorum shall be the act ofthe Board of Directors.

4.7 Action bv Directors WithoutaMeeting. Any action required or permitted to be talên at any meeting ofthe Board of Directors, or of any committee thereof, may be talênwithoutameetingifawrittenconsentthereto shall be signed by all the directors or members ofthe committee and such written consent is filed with the minutes ofthe proceedings ofthe Board orthe committee. Such consent shall have the same force and effect asaunanimous vote of the Board of Directors ata duly called and duly constituted meeting.

4 6 Adjournments. Ameeting ofthe Board of Directors, whether or notaquorum is present, may be adjourned byamajority ofthe directors presentto reconvene ata specific time and place. It shall not be necessary to give notice ofthe reconvened meeting or of the business to be transacted,otherthan by announcement atthe meeting which was adjourned. Atanysuch reconvened meeting atwhichaquorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned.

4.9 Participation bv Conference Telephone. Members ofthe Board of Directors,or membersofanycommitteeoftheBoardof Directors,maypaiîcipateinameeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment through which all persons paiîcipating in the meeting can hear each other Participation inameeting pursuant to this Section4.9 shall constitute presence in person at such meeting.

ARTICLE FIVE

Notice and Waiver

5.1 Procedure Wheneverthese by laws require notice to be given to any shareholder or director,the notice shall be given as prescribed in Section24or4.4 for any shareholder or director respectively. Whenever notice is given toashare^ holder or director by mail, the notice shall be sent first class mail by depositing the same inapost office or letter box inapostage prepaid sealed envelope addressed to the shareholder or director at his or her address as it appears on the bool^s ofthe corporation, and such notice shall be deemed to have been given at the time the same is deposited in the United States Mail.

5 2 Waiver. Whenever any notice is required to be given to any shareholder or director by law, bythe Articles of Incorporation or bythese by^laws,awajverthereof in writing signed bythe director or shareholder entitled to such notice or bythe proxy of such shareholder, whether before or after the meeting to which the waiver pertains, shall be deemed equivalentthereto

ARTICLE S l ^

Officers

6.1 Number. The Officers ofthe corporation shall be elected bythe Board of Directors and may consist of, atthe discretion ofthe Board of Directors,a Chairman,aPresident, one or more Vice Presidents as determined or designated bytheBoardofDirectors,aSecretaryandaTreasurer. The Board of Directors may electaVice Chairman andaController and one or more of the following^ Assistant Secretary,AssistantTreasurer and Assistant Controller. Anytwo or more offices may be held by the same person

Thecorporation mayhaveaGeneralCounselwhoshall be appointed bythe Board ofDirectorsand shall have general supervision of all matters ofalegal nature concerning the corporation, unless the Board of Directors has also appointedaGeneralTax Counsel, in which eventthe GeneralTaxCounsel shall have general supervision of all tax matters ofalegal nature concerning the corporation.

Thecorporation mayhaveaChiefFinancialOfficerwhoshall be appointed by the Board of Directors and shall have general supei^isionoverthe financial affairs of the corporation

6 2 Election andTerm. All Officersshallbeelected bythe Board ofDirectors and shall sei^e at the will ofthe Board of Directors and until their successors have been

elected and have qualified or until their earlier death, resignation, removal, retirement or disqualification.

6.3 Compensation The compensation ofall Officers ofthe corporation shall be fixed bythe Board ofDirectors

6.4 Removal. Any Officer or agent elected bythe Board of Directors may be removed bythe Board of Directors at any meeting with respectto which notice of such purpose have been given to the members thereof.

6 5 Chairman. The Chairman,if any,shall be the Chief Executive Officer of the corporation and subject to the overall direction and supervision ofthe Board of Directors^ and shall be in general charge ofthe affairs ofthe corporations and shall consult and advise with the Board of Directors on the business and the affairs of the corporation. The Chairman shall have the powerto mal̂ e and execute contracts on behalf ofthe corporation and to delegate such powerto others.

6.6 President. The President shall have such powers and perform such duties as may be assigned bythe Board of Directors or bythe Chairman,if any. In the absence ordisability ofthe President, his or her duties shall be performed by such Vice President as the Chairman,if any,orthe Board of Directors may designate. The President shall also have the powerto malê and execute contracts on the corporation's behalf and to delegate such powerto others.

6.7 VicePresidents TheVicePresidentshall,in the absence ordisability ofthe President, or at the direction ofthe President, peiôrm the duties and exercise the powers ofthe President. Ifthe corporation has morethanoneVice President, the one designated bythe Board of Directors shall act in lieu ofthe President. The Vice President shall perform whatever duties and exercise such powers as the Board ofDirectors mayfrom time to time assign.

6.6 Secretary. The Secretai^ shall l̂ eep accurate records of the acts and proceedings of all meetings of stocl^holders, directors and committees of directors He or she shall have authorityto give all notices required by law orthese bylaws He or she shall be custodian of the corporate bool^s, records, contracts and other documents. The Secretary mayaffixthe corporate seal to any lawfully executed documents requiring it and shall sign such instruments as may require his or her signature TheSecretaryshallperformallfunctionsonbehalfofthecorporation in connection with the transfer of shares, and such additional duties and have such additional powers as may be assigned to him or herfrom time to time bythe Board ofDirectors.

The Secretary shall lêep,or cause to be l̂ ept, atthe principal executive office, asdeterminedbyresolutionofthe Board,ashare register showing the names of all shareholders and their addresses, the number and classes of shares held by each,

the numberand date ofcertificates issued forthe same, and the number and date of cancellation of every certificate surrendered for cancellation.

6.9 Treasurer. TheTreasurershall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction ofthe Board of Directors. TheTreasurershall lêepfull and true accounts ofall receipts and disbursements and shall malê such reports ofthe same to the Board of Directors,the Chairman,if any,and the President upon request. TheTreasurershall perform such additional duties and have such additional powers as may be assigned to him orherfromtimeto time bythe Board ofDirectors.

610 Controller. The Controller shall l̂ eep or cause to be l̂ ept in the bool^s ofthe corporation provided forthatpurposeatrue account of all transactions and ofthe assets and liabilities ofthe corporation. The Controllershall prepare and submitto the Chief Financial Officer periodic balance sheets, profit and loss statements and such other schedules as may be required to l̂ eep the Chief Financial Officer,the Chairman,if any,and the President currently informed ofthe operations and financial condition ofthe corporation,cause adequate internal audits ofthe financial transactions ofthe corporation to be made, prepare and submit annual budgets, and perform such otherduties as may be assigned bythe ChiefFinancial Officer.

6.11 Assistant Secretarv and AssistantTreasurer. The Assistant Secretary and AssistantTreasurer shall, in the absence or disability ofthe Secretary orthe Treasurer,respectively,peiôrm the duties and exercise the powers ofthose offices, and they shall, in general, perform such other duties as shall be assigned to them bythe Board of Directors or by the person appointing them. Specifically, the Assistant Secretai^ mayaffixthe corporate seal to all necessai^ documents and attest the signature of any officer of the corporation.

6.12 Bonds The Board of Directors may by resolution require any and all ofthe officers, agents or employees of the corporation to give bonds to the corporation, with sufficient surety or sureties, conditioned on the faithful performance of the duties oftheir respective offices or positions and to complywith such other conditions as may from time to time be required by the Board Of Directors.

ARTICLE SEVEN

Dividends

7.1 Time and Conditions of Declaration. Dividends upon the outstanding shares ofthe corporation may be declared bythe Board of Directors at any regular or special meeting and paid in cash, p roper or in shares of capital Steele.

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7.2 Reserves. Beforethepaymentofanydividend orthe malting of any distribution of profit, there shall be set aside out ofthe earned surplus or current net earnings of the corporation such sums as the Board of Directors from time to time in its absolute discretion deems proper asareserve fund for meeting contingencies, to pay and discharge indebtedness, orto fulfill other purposes which the Board of Directors shall deem to be in the best interest ofthe corporation

7 3 Stoc^DividendsÛnissued Shares. Dividends maybedeclared bythe Board of Directors and paid in the authorised but unissued shares ofthe corporation out of anyunreseiêd and unrestricted surplus ofthe corporations provided that such shares shall be issued at not less than the parvalue thereof, if any,and there shall be transferred to stated capital atthe time such dividend is paid an amount of surplus at least equal to the aggregate parvalue, if any,ofthe shares to be issued asadividend.

7.4 Stools Splits. Asplitordivision ofthe issued shares of any class intoagreater numberofshares ofthe same class without increasing the stated capital ofthe corporation shall not be construed to beastocl^ dividend within the meaning ofthis Article Seven.

ARTICLE EIGHT

Shares

6.1 Authorisation and Issuance of Shares. The maximum number of shares, of any class, ofthe corporation which may be issued and outstanding shall be as set forth from time to time in the Aiîcles of Incorporation ofthe corporation.The Board of Directors may,by resolution fixing the number of shares to be issued and the amount and l̂ ind of consideration to be received, increase or decrease the number of issued and outstanding shares of the corporation within the maximum authorised bythe Articles of Incorporation and the minimum requirements ofthe Articles of Incorporation and of California law.

6.2 Steele Certificates. The interest ofeach shareholdershall be evidenced bya certificate or ceiîficates representing shares of the corporation which shall be in such form as the Board of Directors may from time to time adopt in accordance with the California law. Steele certificates shall be consecutively numbered, shall be in registered form,and shall indicate the date ofissue, and all such information shall be entered on the corporation's bool^s. Each certificate for shares ofthe corpora tion,the transfer ofwhich is restricted by law, bythese bylaws or by contract, shall bearalegend conspicuously noting the existence of such restriction. Each ceiîficate shall be signed bythe President oraVice President and the Secretary or an Assistant Secretary and shall be sealed with the seal ofthe corporation era facsimilethereof^ provided,however,thatwhere such certificate is signed bya transfer agent, or registered byaregistrar, the signature of any such officer may be

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facsimile. In case any officer or officers who shall have signed orwhose facsimile signature shall have been placed uponastocl^ certificate shall have ceased for any reason to be such officer or officers of the corporation before such ceiîficate is issued, such certificate may be issued by the corporation with the same effect as if the person or persons who signed such certificate orwhose facsimile signatures shall have been used thereon had not ceased to be such officer or officers.

6.3 RightsofCorporationwith Respectto Registered Owners. Priortodue presentation fortransferofregistration ofits shares, the corporation maytreatthe registered ownerofthe shares as the person exclusively entitled to vote such shares, to receive any dividend or other distribution with respectto such shares, and for all other purposes^ and the corporation shall not be bound to recognise any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law

6.4 Transfer of Steele. Transfers of shares, duly endorsed or accompanied by proper evidence of succession,assignation or authorityto transfer,shall be made upon the transfer bool^s ofthe corporation,lêpt atthe office ofthe Secretary ofthe corporation, only upon direction of the person named in the certificate, or by an attorney lawfully constituted in writings and beforeanew certificate is issued,the old certificate shall be surrendered for cancellation or,in the case ofacertificate alleged to have been lost, stolen, or destroyed, the provisions of Section 6.5 of these by laws shall have been complied with.

6.5 LosL Stolen or Destroyed Certificates. Any person claimingastocl^ceiîficate to be lost, stolen ordestroyed shall mal̂ e an affidavit or affirmation ofthe fact in such manner as the Board of Directors may require and shall,ifthe Board of Directors so requires, give the corporationabond of indemnity in form and amount and with one or more sureties satisfactoi^ to the Board of Directors, as the Board of Directors may require, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed

6.6 Fixing of Record Date. For the purpose of determining shareholders entitled to notice of orto vote at any meeting of shareholders or any adjournmentthereof, or entitledto receive payment of any dividend,or in ordertomalêadetermination of shareholders for any other proper purpose, the Board of Directors may fix in advanceadateastherecorddate,such date to be not more than sixty ^60^ days ând,in the case ofashareholders^ meeting,not less than ten^lO^days^priorto the date on which the particular action requiring such determination of shareholders istobetalên.

6.7 Record Date if None Fixed. If no record date is fixed, as provided in Section 6.6 ofthese bylaws, then the record date for any determination of shareholders which may be proper or required by law, shall be the date on which notice is mailed, in the case ofashareholders^ meetings the date on which the Board of Directors

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approvesaresolutiondeclaringadividend,inthecaseofapaymentofadividend^ andthedateonwhich any other action,the consummation ofwhich requiresa determination of shareholders, is to be tal^en, in the case of such action.

ARTICLE NINE

Indemnification

9.1 Indemnification. The corporation shall,tothe maximum extent permitted bythe California Corporations Code, indemnify each of its directors, officers and agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason ofthe fact thatanysuch person is orwasadirector, officer or agent ofthe corporation. The corporation shall also have the authority,to the maximum extent permitted bythe California Corporations Code, to advance expenses incurred by any agent ofthe corporation otherthanadirector or officer in defending any proceeding

9.2 Insurance. Thecorporationshall have the authorityto purchase and maintain insurance on behalf of agents of the corporation against any liability asserted against or incurred by any agent in such capacity or arising out ofthe agent's status as agent.

93 Definitions. Forthe purposes ofthisArticle, an "agent'̂ ofthe corporation includes any person who is orwasadirector,officer,employee, or other agent of thecorporation,or is orwas serving at the request of the corporation asadirector, officer,employee, or agent of another corporation,partnership,joint venture, trust, or other enterprise, orwasadirector,officer,employee,or agent ofacorporation which wasapredecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation For purposes of this Article, "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. For purposes of this Article, '̂ expenses'̂ includes, without limitation, attorneys'fees and any expenses of establishingaright to indemnification.

ARTICLETEN

Bool^s and Records

10.1 Inspection of Bool^s and Records The Board of Directors shall have powerto determine which accounts, bool^s and records of the corporation shall be opened to the inspection of shareholders, except such as may by law be specifically open to inspection, and shall have powerto fix reasonable rules and regulations not in conflict with the applicable law forthe inspection of accounts, bool^s and records

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which by law or by determination ofthe Board of Directors shall be open to inspection.

10.2 FiscalYear. The fiscal year ofthe corporation shall end on March 31

10 3 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine.

10 4 Annual Statement. The Board of Directors shall present at each annual meeting,and at any special meeting ofthe shareholders, when called for by the vote of the shareholders,afull and clear statement of the business and condition of the corporation.

ARTICLE ELEVEN

Amendments

11.1 Powerto Amend Bylaws. The Board ofDirectors shall have powerto alter, amend or repeal these by-laws or adopt new by laws, but any by laws adopted by the Board of Directors may be altered, amended or repealed, and new by-laws adopted bythe shareholders. The shareholders may prescribe that any by-law or by-laws adopted bythem shall notbe altered,amended orrepealed bythe Board of Directors.

11.2 Conditions^ Action tal̂ en bythe shareholders with respectto bylaws shall be tal^enbyan affirmative vote ofamajority of all shares entitled to elect directors, and action bythe Board of Directors with respectto by-laws shall be tal^en by an affirmative vote ofamajority of all directors then holding office.

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OFFICER'SCERTIFICATE

The undersigned cei^ifies^

^1^ Thattheundersignedisthedulyelected and acting ExecutiveVice President, General Counsel, and Secretary of Pale, Inc.,aCalifornia corporations and

^2^ Thatthe foregoing ByLaws constitute the ByLaws ofsaid corporation as duly adopted by Unanimous Written Consent ofthe Board of Directors as ofthe 26thdayofFebruary,2003

INWITNESSWHEREOF,lhavehereuntosubscribedmynameasofthe26th dayofFebruary,2003

LeahWeil Executive Vice President, General Counsel andSecretai^

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