is elected and qualified or until such directors earlier death,
resignation or removal. Directors need not be stockholders unless so required by the certificate
of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe
other qualifications for directors.
If so provided in the certificate of incorporation, the directors of the corporation shall be
divided into three classes.
3.4 RESIGNATION AND VACANCIES.
Any director may resign at any time upon notice given in writing or by electronic transmission
to the corporation. When one or more directors so resigns and the resignation is effective at a
future date, a majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen shall hold office
as provided in this section in the filling of other vacancies.
Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and
newly created directorships resulting from any increase in the authorized number of directors
elected by all of the stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a sole remaining
director. If the directors are divided into classes, a person so elected by the directors then in
office to fill a vacancy or newly created directorship shall hold office until the next election of
the class for which such director shall have been chosen and until his or her successor shall have
been duly elected and qualified.
If at any time, by reason of death or resignation or other cause, the corporation should have
no directors in office, then any officer or any stockholder or an executor, administrator, trustee
or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person
or estate of a stockholder, may call a special meeting of stockholders in accordance with the
provisions of the certificate of incorporation or these bylaws, or may apply to the Court of
Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.
If, at the time of filling any vacancy or any newly created directorship, the directors then
in office constitute less than a majority of the whole Board (as constituted immediately prior to
any such increase), then the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent (10%) of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an election to be held to
fill any such vacancies or newly created directorships, or to replace the directors chosen by the
directors then in office as aforesaid, which election shall be governed by the provisions of
Section 211 of the DGCL as far as applicable.
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE.
The Board may hold meetings, both regular and special, either within or outside the State of
Unless otherwise restricted by the certificate of incorporation or these bylaws, members of
the Board, or any committee designated by the Board, may participate in a meeting of the Board, or
any committee, by means of conference telephone or other communications equipment by means of which
all persons participating in the meeting can hear each other, and such participation in a meeting
shall constitute presence in person at the meeting.