EFTA01479910

NAR-03-80IC(IED) 13. 11 P olan3a Bytaws Page 4 The minte of Directors gall be three (3), but the nurober may be dt.mgad from time to time by tbe alterasien of these By-Laws. The fint Bord of Dir:cuJrs of gis corporation gall hold office unul the fint annual miming to be brd immefiatoly after the first =tua'. =eting of shareholders. Directon skatl hold office for the tern of orm (l) year, andror antil geir successon are eieeted and qualified. SECTION 2. ?ture of hteetn:t. The directors enny hold thnr meetings in niob piece or plates witlin or without the Vira talong as a majority of the Bond of Diremors «y, from time to time, detontine. SECTION 3. Motting' Meetings of tbe Bord of Directon rony be etled at *ny time by the President or Se retsry, ar by a majority of the Bord of Directers. Directurs gall be totifed in writir.g of the time, plate and psupose of all metting, of :be Board, ecept the reguler annua! =eting held irnmediately ager the gnir =eting of sharcholden, at L-ar. Uret (3) days ;mor ;beret°. Any director skall, boweve, be dermed to have waiva ach nodet by eit ault al any SECTION 4. Oirortnn. A majority of the Bord °Wire:tort s.ball constitute a gunrum for the trausaction of business, and if at ttay metting of the Bord of Directors there is less tiur: a guceurn present, a majority of tbose preses* may adjourn the motting from tine to time. SECTION 5. MgairuifArting At all meetings of the Bord ofDiretton, eng direror present shall have one vom, Un:spee:tire at the number of sbares of stock, if any, which be may hold Except as ~ise pravided by stemte, by the Certificate of Incorponition, or by theseBytaws, the action ara Inaktiv of tbe dim:tars present at ry =eting at whida a quorwu is prevent gall be the act of the Bord of Dirocton. Any action authortzed, in wrinng, by all of the &motors entitled to rote =mon and filed with the minnes of the Corporation shag be the 3Ct of the Bord of Directors with the same fora and aix as if the rune had bøen pasled by unanimous vote ai a duly cagod metting of tine Board. SECTION 6. Leroval ånd Vitamin! Any directors =y be removed by a majority vote of the Bord ofDirectors, and varda in the Board ofDirecwrs skall be fillaf by the mmaining merebens of the Board and ant perlon so eleeed gall be a dimeter unna his successor is deved by the shareholders, who may make such necuon at the n= antial metting of the xockholders or at any special meeting duky talled for thr. purposn SECTION 7. Cogypens.gign. No director stig murre any salry e: compensation for his services as dimeter, Links% othewise especially ordercd by the &ard of Db-e:tols o: By-L.~3. Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00001919 SDNY_GM_00271117 EFTA01479910