BYLAWS OF CAL WATER DELAWARE

EXHIBIT 3.2

BYLAWS
OF
CALIFORNIA WATER SERVICE GROUP, INC.
(A DELAWARE CORPORATION)

SECTION 1. OFFICES

1.1 REGISTERED OFFICE. The registered office shall be c/o National
Registered Agents, Inc., 9 East Loockerman Street, Dover, County of Kent, State
of Delaware.

1.2 PRINCIPAL PLACE OF BUSINESS. The corporation's principal place of
business shall be 1720 North First Street, San Jose, California, or such other
place as the board of directors shall designate from time to time.

1.3 OTHER OFFICES. One or more branch or other subordinate offices may
at any time be fixed and located by the board of directors at such place or
places within or without the State of Delaware as it deems appropriate.

SECTION 2. DIRECTORS

2.1 EXERCISE OF CORPORATE POWERS. Except as otherwise provided by the
certificate of incorporation of the corporation or by the laws of the State of
Delaware now or hereafter in force, the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised by or under the
direction of the board of directors. The board may delegate the management of
the day-to-day operation of the business of the corporation as permitted by law
provided that the business and affairs of the corporation shall be managed and
all corporate powers shall be exercised under the ultimate direction of the
board.

2.2 NUMBER. The number of the corporation's directors shall be not less
than nine (9) nor more than eleven (11), the exact number of which shall be
fixed by a resolution approved by the stockholders or by the board of directors.

2.3 NEED NOT BE STOCKHOLDERS. The directors of the corporation need not
be stockholders of the corporation.

2.4 COMPENSATION. Directors shall receive such compensation for their
services as directors and such reimbursement for their expenses of attendance at
meetings as may be determined from time to time by resolution of the board.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefore.


2.5 ELECTION AND TERM OF OFFICE. At each annual meeting of stockholders,
directors shall be elected to hold office until the next annual meeting,
provided, that if for any reason, said annual meeting or an adjournment thereof
is not held or the directors are not elected thereat, then the directors may be
elected at any special meeting of the stockholders called and held for that
purpose. The term of office of the directors shall begin immediately after their
election and shall continue until the expiration of the term for which elected
and until their respective successors have been elected and qualified.

2.6 VACANCIES. A vacancy or vacancies in the board of directors shall
exist when any authorized position of director is not then filled by a duly
elected director, whether caused by death, resignation, removal, change in the
authorized number of directors (by the board or the stockholders) or otherwise.
The board of directors may declare vacant the office of a director who has been
declared of unsound mind by an order of court or convicted of a felony. Except
for a vacancy created by the removal of a director, vacancies on the board may
be filled by a majority of the directors then in office, whether or not less
than a quorum, or by a sole remaining director. A vacancy created by the removal
of a director may be filled only by the approval of the stockholders. The
stockholders may elect a director at any time to fill any vacancy not filled by
the directors, but any such election by written consent requires the consent of
the holders of shares entitled to cast a majority of the votes entitled to be
cast by the outstanding voting shares. Any director may resign effective upon
giving written notice to the Chairman of the board, the President and Chief
Executive Officer, the Corporate Secretary or the board of directors of the
corporation, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is effective at a future time, a successor
may be elected to take office when the resignation becomes effective.

2.7 REMOVAL.

(a) Any and all directors may be removed without cause if such removal
is approved by the affirmative vote of a majority of the votes entitled to be
cast by the outstanding voting shares at an election of directors, subject to
the following:

(1) No director may be removed (unless the entire board is
removed) when the votes cast against removal, or not consenting in
writing to such removal, would be sufficient to elect such director if
voted cumulatively at an election at which the same total number of
votes were cast (or, if such action is taken by written consent, all
shares entitled to vote were voted) and the entire number of directors
authorized at the time of the director's most recent election were then
being elected; and

(2) When by the provisions of the certificate the holders of the
shares of any class or series, voting as a class or series, are entitled
to elect one or more directors, any director so elected may be removed
only by the applicable vote of the holders of the shares of that class
or series.

(b) Any reduction of the authorized number of directors does not remove
any director prior to the expiration of such director's term of office.


SECTION 3. OFFICERS

3.1 ELECTION AND QUALIFICATIONS. The officers of this corporation shall
consist of a Chairman, President and Chief Executive Officer, one or more Vice
Presidents, a Corporate Secretary, one or more Assistant Secretaries, a Chief
Financial Officer and Treasurer, one or more Assistant Treasurers and a
Controller who shall be chosen by the board of directors and such other officers
as the board of directors shall deem expedient, who shall be chosen in such
manner and hold their offices for such terms as the board of directors may
prescribe. Any two or more of such offices may be held by the same person. Any
Vice President may exercise any of the powers of the President and Chief
Executive Officer, Chief Financial Officer and Treasurer, or the Corporate
Secretary, respectively, as directed by the board of directors and shall perform
such other duties as are imposed upon such officer by the bylaws or the board of
directors. The Chairman of the board of directors shall be chosen from the
directors, and may or may not be an officer of the corporation. Officers, other
than the Chairman of the board, may or may not be directors. The board of
directors shall designate the chief executive officer of the corporation.

3.2 TERM OF OFFICE AND COMPENSATION. The term of office and salary of
each of said officers and the manner and time of the payment of such salaries
shall be fixed and determined by the board of directors and may be altered by
said board of directors from time to time at its pleasure, subject to the
rights, if any, of said officers under any contract of employment.

3.3 REMOVAL AND VACANCIES. Any officer of the corporation may be removed
at the pleasure of the board of directors at any meeting or by vote of
stockholders entitled to exercise a majority of the voting power of the
corporation at any meeting or at the pleasure of any officer who may be granted
such power by a resolution of the board of directors. Any officer may resign at
any time upon written notice to the corporation without prejudice to the rights,
if any, of the corporation under any contract to which the officer is a party.
If any vacancy occurs in any office of the corporation, the board of directors
may elect a successor to fill such vacancy for the remainder of the unexpired
term and until a successor is duly chosen and qualified.

SECTION 4. CHAIRMAN OF THE BOARD

The Chairman of the board of directors shall preside at meetings of the
stockholders and of the board of directors and shall do and perform such other
duties as may from time to time be assigned to him by the board of directors.
The Chairman of the board, if designated by the board of directors as an officer
of the corporation, shall have the power and authority to affix the signature of
the corporation to all deeds, conveyances, mortgages, leases, obligations,
bonds, contracts, certificates and other papers and instruments in writing which
have been authorized or directed by the board of directors or which, in his
judgment, should be executed on behalf of the corporation.

SECTION 5. PRESIDENT AND CHIEF EXECUTIVE OFFICER

5.1 POWERS AND DUTIES. The President and Chief Executive Officer shall
do and perform such duties as may from time to time be assigned to him by the
board of directors. He


shall have the power and authority to affix the signature of the corporation to
all deeds, conveyances, mortgages, leases, obligations, bonds, contracts,
certificates and other papers and instruments in writing which have been
authorized or directed by the board of directors or which, in his judgment,
should be executed on behalf of the corporation, and to sign certificates for
shares of stock of the corporation. In the event of the absence or disability of
the Chairman of the board of directors, the President and Chief Executive
Officer shall exercise the power and perform the duties of the Chairman of the
board of directors.

5.2 PRESIDENT PRO TEM. If neither the Chairman of the board, the
President and Chief Executive Officer, nor any Vice President is present at any
meeting of the board of directors, a President pro tem may be chosen to preside
and act at such meeting.

SECTION 6. VICE PRESIDENTS

In case of the absence, disability or death of the President and Chief
Executive Officer, a Vice President shall exercise all the powers and perform
all the duties of the President and Chief Executive Officer. The Vice President
shall have such powers and perform such duties as may be granted or prescribed
by the board of directors.

SECTION 7. CORPORATE SECRETARY

7.1 POWERS AND DUTIES. The powers and duties of the Corporate Secretary
are:

(a) To keep at the principal place of business of the corporation, or
such other place as the board of directors may order, a book of minutes of all
meetings of directors and stockholders with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice thereof
given, the names of those present at directors' meetings, the number of shares
present or represented at stockholders' meetings and the proceedings thereof.

(b) To keep the seal of the corporation and to affix the same to all
instruments which may require it.

(c) To keep or cause to be kept at the principal office of the
corporation, or at the office of the transfer agent or agents, a share register,
or duplicate share registers, showing the names of the stockholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for shares, and the number and date of cancellation of every
certificate surrendered for cancellation.

(d) To keep a supply of certificates for shares of the corporation, to
fill in all certificates issued, and to make a proper record of each such
issuance; provided that so long as the corporation shall have one or more duly
appointed and acting transfer agents of the shares, or any class or series of
shares of the corporation, such duties with respect to such shares shall be
performed by such transfer agent or transfer agents.

(e) To transfer upon the share books of the corporation any and all
shares of the corporation; provided that so long as the corporation shall have
one or more duly appointed


and acting transfer agents of the shares, or any class or series of shares, of
the corporation, such duties with respect to such shares shall be performed by
such transfer agent or transfer agents, and the method of transfer of each
certificate shall be subject to the reasonable regulations of the transfer agent
to which the certificate is presented for transfer, and also, if the corporation
then has one or more duly appointed and acting registrars, to the reasonable
regulations of the registrar to which the new certificate is presented for
registration; and provided, further, that no certificate for shares of stock
shall be issued or delivered or, if issued or delivered, shall have any validity
whatsoever until and unless it has been signed or authenticated in the manner
provided in Section 13.4 hereof.

(f) To make service and publication of all notices that may be necessary
or proper, and without command or direction from anyone. In case of the absence,
disability, refusal or neglect of the Corporate Secretary to make service or
publication of any notices, then such notices may be served and/or published by
the President and Chief Executive Officer or a Vice President, or by any person
thereunto authorized by either of them or by the board of directors or by the
holders of a majority of the outstanding shares of the corporation.

(g) Generally to do and perform all such duties as pertain to the office
of the Corporate Secretary and as may be required by the board of directors.

7.2 ASSISTANT SECRETARIES. Each Assistant Secretary shall have such
powers and shall perform such duties as may be assigned by the board of
directors; and in case of the absence, disability or death of the Corporate
Secretary, an Assistant Secretary shall be designated by the board of directors
to take the place of the Corporate Secretary and perform the Corporate
Secretary's duties.

SECTION 8. CHIEF FINANCIAL OFFICER AND TREASURER

8.1 POWERS AND DUTIES. At the discretion of the board of directors, the
Chief Financial Officer and Treasurer may be one office held by one person or
separate offices held by two persons. The powers and duties of the Chief
Financial Officer and Treasurer are:

(a) To supervise and control the keeping and maintaining of adequate and
correct accounts of the corporation's properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares. The books of account shall at all
reasonable times be open to inspection by any director.

(b) To have the custody of all funds, securities, evidence of
indebtedness and other valuable documents of the corporation and, at the
discretion of the Chief Financial Officer and Treasurer, to cause any or all
thereof to be deposited for the account of the corporation with such depository
as may be designated from time to time by the board of directors.

(c) To receive or cause to be received, and to give or cause to be
given, receipts and acquittances for moneys paid in for the account of the
corporation.


(d) To pay out of the corporation funds on hand all just debts of the
corporation of whatsoever nature upon maturity of the same and to disburse, or
cause to be disbursed, all funds of the corporation as may be directed by the
board of directors, taking proper vouchers for such disbursements.

(e) To render to the Chairman of the board, to the President and Chief
Executive Officer and to the board of directors, whenever they may require,
accounts of all transactions and of the financial condition of the corporation.

(f) Generally to do and perform all such duties as pertain to the office
of Chief Financial Officer and Treasurer and as may be required by the board of
directors.

8.2 ASSISTANT TREASURERS. Each Assistant Treasurer shall have such
powers and shall perform such duties as may be assigned to him by the board of
directors; and in case of the absence, disability or death of the Chief
Financial Officer and Treasurer, an Assistant Treasurer shall be designated by
the board of directors to take his place and perform his duties.

SECTION 9. CONTROLLER

The Controller shall have charge of the corporation's books of accounts,
records and auditing, and generally do and perform all such other duties as
pertain to his office and as may be required by the board of directors.

SECTION 10. COMMITTEES OF THE BOARD

10.1 APPOINTMENT AND PROCEDURE. The board of directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees each consisting of two or more directors to
serve at the pleasure of the board. The board may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee.

10.2 POWERS. Any committee appointed by the board of directors, to the
extent provided in the resolution of the board or in these bylaws, shall have
all the authority of the board except with respect to:

(a) the approval of any action which requires the approval or vote of
the stockholders;

(b) the filling of vacancies on the board or on any committee;

(c) the fixing of compensation of the directors for serving on the board
or on any committee;

(d) the amendment or repeal of bylaws or the adoption of new bylaws;

(e) the amendment or repeal of any resolution of the board which by its
express terms is not so amendable or repealable;

(f) a distribution to the stockholders of the corporation, except at a
rate or in a periodic amount or within a price range determined by the board;

(g) the appointment of other committees of the board or the members
thereof.

10.3 EXECUTIVE COMMITTEE. In the event that the board of directors
appoints an executive committee, such executive committee shall include the
Chairman of the board as one of its members. In all cases in which specific
directions to the contrary shall not have been given by the board of directors,
such executive committee shall have and may exercise, during the intervals
between the meetings of the board of directors, all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation (except as provided in Section 10.2 hereof) in such manner as the
executive committee may deem in the best interests of the corporation.

SECTION 11. MEETINGS OF THE STOCKHOLDERS

11.1 PLACE OF MEETINGS. Meetings (whether regular, special or adjourned)
of the stockholders of the corporation shall be held at the principal place of
business as specified in accordance with Section 1.2 hereof, or any place which
may be designated by written consent of all the stockholders entitled to vote
thereat, or which may be designated by the board of directors.

11.2. TIME OF ANNUAL MEETINGS. The annual meeting of the stockholders
shall be held at such time on such date within the month of April of each year
as shall be designated from time to time by resolution of the board of
directors.

11.3 SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the board of directors, the Chairman of the board, the President or
the holders of shares entitled to cast not less than ten per-cent (10%) of the
vote at the meeting.

11.4 NOTICE OF MEETINGS.

(a) Whenever stockholders are required or permitted to take any action
at a meeting, a written notice of the meeting shall be given not less than ten
(10) nor more than sixty (60) days before the day of the meeting to each
stockholder entitled to vote thereat. Such notice shall state the place, date
and hour of the meeting and (1) in the case of a special meeting, the general
nature of the business to be transacted, and no other business may be
transacted, or (2) in the case of the annual meeting, those matters which the
board, at the time of the mailing of the notice, intends to present for action
by the stockholders, but subject to provisions of subdivision (b) any proper
matter may be presented at the meeting for such action. The notice of any
meeting at which directors are to be elected shall include the names of nominees
intended at the time of the notice to be presented by management for election.

(b) Any stockholder approval at a meeting on any matter, other than
unanimous approval by those entitled to vote, on any of the matters listed below
shall be valid only if the general nature of the proposal so approved was stated
in the notice of meeting or in any written waiver of notice:


(1) a proposal to approve a contract or other transaction
between the corporation and one or more of its directors, or between the
corporation and any corporation, firm or association in which one or
more directors has a material financial interest;

(2) a proposal to amend the certificate of incorporation;

(3) a proposal regarding a reorganization, merger or
consolidation involving the corporation;

(4) a proposal to wind up and dissolve the corporation;

(5) a proposal to adopt a plan of distribution of the shares,
obligations or securities of any other corporation, domestic or foreign,
or assets other than money which is not in accordance with the
liquidation rights of any preferred shares as specified in the
certificate of incorporation.

11.5 DELIVERY OF NOTICE. Notice of a stockholders' meeting or any report
shall be given either personally or by mail or other means of written
communication, addressed to the stockholder at the address of such stockholder
appearing on the books of the corporation or given by the stockholder to the
corporation for the purpose of notice; or if no such address appears or is
given, at the place where the principal executive office of the corporation is
located or by publication at least once in a newspaper of general circulation in
the county in which the principal executive office is located. The notice or
report shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by other means of written communication. An
affidavit of mailing of any notice or report in accordance with the provisions
of this section, executed by the Corporate Secretary or any transfer agent,
shall be prima facie evidence of the giving of notice or report.

If any notice or report addressed to the stockholders at the address of
such stockholder appearing on the books of the corporation is returned to the
corporation by United States Postal Service marked to indicate that the United
States Postal Service is unable to deliver the notice or report to the
stockholder at such address, all future notices or reports shall be deemed to
have been duly given without further mailing if the same shall be available for
the stockholder upon written demand of the stockholder at the principal
executive office of the corporation for a period of one year from the date of
the giving of the notice to all other stockholders.

11.6 ADJOURNED MEETINGS. When a stockholders' meeting is adjourned to
another time or place, unless the bylaws otherwise require and except as
provided in this section, notice need not be given of the adjourned meeting if
the time and place 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 thirty (30) days or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.


11.7 ATTENDANCE AT STOCKHOLDERS' MEETING. Attendance of a person at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters required by the Delaware General
Corporation Law to be included in the notice but not so included in the notice
if such objection is expressly made at the meeting.

11.8 QUORUM.

(a) The presence in person or by proxy at any meeting of persons
entitled to cast a majority of the votes entitled to be cast by the outstanding
voting shares shall constitute a quorum for the transaction of business. If a
quorum is present, the affirmative vote of a majority of votes entitled to be
cast by the shares represented at the meeting and entitled to vote on any matter
shall be the act of the stockholders, unless the vote of a greater number or
voting by classes is required by law or the certificate of incorporation or
these bylaws and except as provided in subdivision (b).

(b) The stockholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by an
affirmative vote equal to at least a majority of the votes required to
constitute a quorum.

(c) In the absence of a quorum, any meeting of stockholders may be
adjourned from time to time by the vote of a majority of votes entitled to be
cast by the shares represented either in person or by proxy, but no other
business may be transacted, except as provided in subdivision (b).

11.9 ACTIONS WITHOUT MEETING. As provided in the certificate of
incorporation, stockholders may not take action by written consent without a
stockholder meeting held in accordance with applicable law and these bylaws.

11.10 [Intentionally left blank]

11.11 VOTING RIGHTS. Except as provided in Section 11.13, or in the
certificate of incorporation (which provides, among other things, for cumulative
voting for directors) or in any statute relating to the election of directors or
to other particular matters, each holder of common shares entitled to be voted
shall be entitled to one vote for each common share with respect to each matter
submitted to a vote of stockholders. Any holder of shares entitled to vote on
any matter may vote part of the shares in favor of the proposal and refrain from
voting the remaining shares or vote them against the proposal, other than
elections to office, but, if the stockholder fails to specify the number of
shares such stockholder is voting affirmatively, it will be conclusively
presumed that the stockholder's approving vote is with respect to all shares
such stockholder is entitled to vote.


11.12 DETERMINATION OF HOLDERS OF RECORD.

(a) In order that the corporation may determine the stockholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than sixty
(60) nor less than ten (10) days prior to the date of such meeting nor more than
sixty (60) days prior to any other action.

(b) In the absence of any record date set by the board of directors
pursuant to subdivision (a) above, then:

(1) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close
of business on the business day next preceding the day on which notice
is given or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held.

(2) The record date for determining stockholders entitled to
give consent to corporate action in writing without a meeting, when no
prior action by the board has been taken, shall be the day on which the
first written consent is given.

(3) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board
adopts the resolution relating thereto, or the 60th day prior to the
date of such other action, whichever is later.

(c) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting unless the board fixes a new record date for the adjourned meeting, but
the board shall fix a new record date if the meeting is adjourned for more than
thirty (30) days from the date set for the original meeting.

(d) Stockholders on the record date are entitled to notice and to vote
or to receive the dividend, distribution or allotment of rights or to exercise
the rights, as the case may be, notwithstanding any transfer of any shares on
the books of the corporation after the record date, except as otherwise provided
in the certificate or these bylaws or by agreement or applicable law.

11.13 ELECTIONS FOR DIRECTORS.

(a) As provided in the certificate of incorporation, every stockholder
complying with subdivision (b) and entitled to vote at any election of directors
may cumulate such stockholder's votes and give one candidate a number of votes
equal to the number of directors to be elected multiplied by the number of votes
to which the stockholder's shares are entitled, or distribute the stockholder's
votes on the same principle among as many candidates as the stockholder thinks
fit.

(b) No stockholder shall be entitled to cumulate votes (i.e., cast for
any one or more candidates a number of votes greater than the number of votes to
which the stockholders


shares are entitled pursuant to Section 11.11) unless the stockholder has given
written notice to the chairman of the meeting at the meeting prior to the voting
of the stockholder's intention to cumulate the stockholder's votes. If any one
stockholder has given such notice, all stockholders may cumulate their votes for
candidates in nomination.

(c) In any election of directors, the candidates receiving the highest
number of votes of the shares entitled to be voted for them up to the number of
directors to be elected by such shares are elected.

(d) Elections for directors need not be by ballot unless a stockholder
demands election by ballot at the meeting and before the voting begins or unless
the bylaws so require.

11.14 PROXIES.

(a) Every person entitled to vote shares may authorize another person or
persons to act by proxy with respect to such shares. Any proxy purporting to be
executed in accordance with the provisions of the General Corporation Law of the
State of Delaware shall be presumptively valid.

(b) No proxy shall be valid after the expiration of three (3) years from
the date thereof unless otherwise provided in the proxy. Every proxy continues
in full force and effect until revoked by the person executing it prior to the
vote pursuant thereto, except as otherwise provided in this section. Such
revocation may be effected by a writing delivered to the corporation stating
that the proxy is revoked or by a subsequent proxy executed by, or by attendance
at the meeting and voting in person by the person executing the proxy. The dates
contained on the forms of proxy presumptively determine the order of execution,
regardless of the postmark dates on the envelopes in which they are mailed.

(c) A proxy is not revoked by the death or incapacity of the maker
unless, before the vote is counted, written notice of such death or incapacity
is received by the corporation.

11.15 INSPECTOR OF ELECTION.

(a) In advance of any meeting of stockholders the board may appoint
inspectors of election to act at the meeting and any adjournment thereof. If
inspectors of election are not so appointed, or if any persons so appointed fail
to appear or refuse to act, the chairman of any meeting of stockholders may, and
on the request of any stockholder or a stockholder's proxy shall, appoint
inspectors of election (or persons to replace those who so fail or refuse) at
the meeting. The number of inspectors shall be either one (1) or three (3). If
appointed at a meeting on the request of one or more stockholders or proxies,
the holders of shares entitled to cast a majority of the votes entitled to be
cast by the shares represented in person or by proxy shall determine whether one
(1) or three (3) inspectors are to be appointed.

(b) The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of


a quorum and the authenticity, validity and effect of proxies, receive votes,
ballots or consents, hear and determine all challenges and questions in any way
arising in connection with the right to vote, count and tabulate all votes or
consents, determine when the polls shall close, determine the result and do such
acts as may be proper to conduct the election or vote with fairness to all
stockholders.

(c) The inspectors of election shall perform their duties impartially,
in good faith, to the best of their ability and as expeditiously as is
practical. If there are three (3) inspectors of election, the decision, act or
certificate of a majority is effective in all respects as the decision, act or
certificate of all. Any report or certificate made by the inspectors of election
is prima facie evidence of the facts stated therein.

11.16. INSPECTION OF STOCKHOLDER LIST AND OTHER RECORDS.

(a) The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
This stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this section or the
books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.

(b) Any stockholder, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hour for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records, and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent to
so act on behalf of the stockholder. The demand under oath shall be directed to
the corporation at its registered office in this state or at its principal place
of business.

11.17 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

(a) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the board of
directors of the corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (A) pursuant
to the corporation's notice of meeting, (B) by or at


the direction of the board of directors or (C) by any stockholder of the
corporation who was a stockholder of record at the time of giving of notice
provided for in this bylaw, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this bylaw.

(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (C) of paragraph
(a)(1) of this bylaw, the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation and such other business must be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal place of business of the
corporation not later than the close of business on the 150th day prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is more than thirty (30)
days before or more than sixty (60) days after such anniversary date, notice by
the stockholder to be timely must be so delivered not later than the close of
business on the later of the 150th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of such meeting
is first made. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth:

(A) as to each person whom the stockholder proposes to nominate
for election or reelection as a director all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and Rule 14a-11
thereunder (including such person's written consent to being
named in the proxy statement as a nominee and to serving as
a director if elected);

(B) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the
business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal
is made; and

(C) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is
made;

(i) the name and address of such stockholder, as they
appear on the corporation's books, and of such
beneficial owner; and


(ii) the class and number of shares of the corporation
which are owned beneficially and of record by such
stockholder and such beneficial owner.

(b) Special Meetings of Stockholders.

Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
corporation's notice of meeting. Nominations of persons for election to the
board of directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the corporation's notice of meeting (1)
by or at the direction of the board of directors or (2) by any stockholder of
the corporation who is a stockholder of record at the time of giving of notice
provided for in this bylaw, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this bylaw. In the event the
corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the board of directors, any such stockholder may
nominate a person or persons (as the case may be), for election to such
position(s) as specified in the corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(2) of this bylaw shall be
delivered to the Secretary at the principal place of business of the corporation
not later than the close of business on the later of the 150th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the board of directors to be elected at such meeting. In no event shall the
public announcement of an adjournment of a special meeting commence a new time
period for the giving of a stockholder's notice as described above.

(c) General.

(1) Only such persons who are nominated in accordance with the
procedures set forth in this bylaw shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this bylaw. Except as otherwise provided by law, the certificate of
incorporation or the bylaws of the corporation, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made, or proposed, as the case may
be, in accordance with the procedures set forth in this bylaw and, if any
proposed nomination or business is not in compliance with this bylaw, to declare
that such defective proposal or nomination shall be disregarded.

(2) For purposes of this bylaw, "public announcement" shall mean
disclosure in a press release reported buy the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.


(3) Notwithstanding the foregoing provisions of this bylaw, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this bylaw. Nothing in this bylaw shall be deemed to affect any rights
of (A) stockholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (B) holders of any
series of Preferred Stock to elect directors under specified circumstances.

(4) If the adoption of this Section 11.17 is first included in a
public announcement made less than 180 days before the next annual meeting of
stockholders but more than 150 days before such meeting, the deadline for
submission of proposals and nominations to be considered at such meeting shall
be 120 days rather than 150 days.

SECTION 12. MEETINGS OF DIRECTORS

12.1 PLACE OF MEETINGS. Unless otherwise specified in the notice
thereof, meetings (whether regular, special or adjourned) of the board of
directors of this corporation shall be held at the principal place of business,
as specified in accordance with Section 1.2 hereof, which is hereby designated
as an office for such purpose in accordance with the laws of the State of
Delaware, or at any other place which has been designated from time to time by
resolution of the board or by written consent of all members of the board.

12.2 REGULAR MEETINGS. Regular meetings of the board of directors, of
which no notice need be given except as required by the laws of the State of
Delaware, shall be held after the adjournment of each annual meeting of the
stockholders (which meeting shall be designated the Regular Annual Meeting) and
at such other times as may be designated from time to time by resolution of the
board of directors.

12.3 SPECIAL MEETINGS. Special meetings of the board of directors may be
called at any time by the Chairman of the board or the President or by any Vice
President or the Corporate Secretary or by any two or more of the directors.

12.4 NOTICE OF MEETINGS. Except in the case of regular meetings, notice
of which has been dispensed with, the meetings of the board of directors shall
be held upon four (4) days' notice by mail or forty-eight (48) hours' notice
delivered personally or by telephone, telegraph or other electronic or wireless
means. If the address of a director is not shown on the records and is not
readily ascertainable, notice shall be addressed to him at the city or place in
which the meetings of the directors are regularly held. Except as set forth in
Section 11.6, notice of the time and place of holding an adjourned meeting need
not be given to absent directors if the time and place be fixed at the meeting
adjourned.

12.5 QUORUM. A majority of the authorized number of directors constitute
a quorum of the board for the transaction of business. Every act or decision
done or made by a majority of the directors present at a meeting duly held at
which a quorum is present shall be regarded as the act of the board of directors
except as otherwise provided by law. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the


withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for such meeting.

12.6 ADJOURNED MEETINGS. A majority of the directors present, whether or
not a quorum is present, may adjourn any meeting to another time and place. If
the meeting is adjourned for more than twenty-four (24) hours, notice of any
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of the
adjournment.

12.7 WAIVER OF NOTICE AND CONSENT.

(a) Notice of a meeting need not be given to any director who signs a
waiver of notice, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such director.

(b) The transactions of any meeting of the board, however called and
noticed or wherever held, are as valid as though had at a meeting duly held
after regular call and notice if a quorum is present and if, either before or
after the meeting, each of the directors not present signs a written waiver of
notice, a consent to holding the meeting or an approval of the minutes thereof.
All such waivers, consents and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

12.8 ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the board may be taken without a meeting, if all members of the board
shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the board. Such action by written consent shall have the same force and
effect as a unanimous vote of such directors.

12.9 CONFERENCE TELEPHONE MEETINGS. Members of the board may participate
in a meeting through use of conference telephone or similar communications
equipment, so long as all members participating in such meeting can hear one
another. Participation in a meeting pursuant to this section constitutes
presence in person at such meeting.

12.10 MEETINGS OF COMMITTEES. The provisions of this Section apply also
to committees of the board and action by such committees and incorporators.

SECTION 13. SUNDRY PROVISIONS

13.1 INSTRUMENTS IN WRITING. All checks, drafts, demands for money and
notes of the corporation, and all written contracts of the corporation, shall be
signed by such officer or officers, agent or agents, as the board of directors
may from time to time by resolution designate. No officer, agent, or employee of
the corporation shall have power to bind the corporation by contract or
otherwise unless authorized to do so by these bylaws or by the board of
directors.

13.2 FISCAL YEAR. The fiscal year of this corporation shall be the
calendar year.


13.3 SHARES HELD BY THE CORPORATION. Shares in other corporations
standing in the name of this corporation may be voted or represented and all
rights incident thereto may be exercised on behalf of this corporation by the
President or by any other officer of this corporation authorized so to do by
resolution of the board of directors.

13.4 CERTIFICATES OF STOCK. There shall be issued to each holder of
fully paid shares of the capital stock of the corporation a certificate or
certificates for such shares. Any holder of shares in the corporation shall be
entitled to have a certificate signed in the name of the corporation by the
Chairman or Vice Chairman of the board or the President and Chief Executive
Officer or a Vice President and by the Chief Financial Officer and Treasurer or
the Corporate Secretary, certifying the number of shares and the class or series
of shares owned by the stockholder. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if such person were an officer, transfer agent or registrar at the date of
issue.

13.5 LOST CERTIFICATES. The board of directors may by resolution provide
that in the event any certificate or certificates for shares of the capital
stock of the corporation shall be alleged to have been lost or destroyed, no new
certificate or certificates shall be issued in lieu thereof until an indemnity
bond in such form and in such amount as shall be approved by the President and
Chief Executive Officer or a Vice President of the corporation shall have been
furnished. The board of directors may adopt such other provisions and
restrictions with reference to lost certificates as it shall in its discretion
deem appropriate.

13.6 CERTIFICATION AND INSPECTION OF BYLAWS. The corporation shall keep
at its principal place of business the original or a copy of these bylaws as
amended to date, which shall be open to inspection by the stockholders at all
reasonable times during office hours.

13.7 NOTICES. Any reference in these bylaws to the time a notice is
given or sent means, unless otherwise expressly provided, the time a written
notice by mail is deposited in the United States mails, postage prepaid; or the
time any other written notice is personally delivered to the recipient or is
delivered to a common carrier for transmission, or actually transmitted by the
person giving the notice by electronic means, to the recipient; or the time any
oral notice is communicated, in person or by telephone or wireless, to the
recipient or to a person at the office of the recipient who the person giving
the notice has reason to believe will promptly communicate it to the recipient.

13.8 REPORTS TO STOCKHOLDERS. The board of directors shall cause an
annual report to be sent to the stockholders not later than 120 days after the
close of the fiscal year or within such shorter time period as may be required
by applicable law, and such annual report shall contain such information and be
accompanied by such other documents as may be required by applicable law.


SECTION 14. CONSTRUCTION OF BYLAWS WITH REFERENCE TO PROVISIONS OF LAW

14.1 DEFINITIONS. Unless defined otherwise in these bylaws or unless the
context otherwise requires, terms used herein shall have the same meaning, if
any, ascribed thereto in the Delaware General Corporation Law, as amended from
time to time.

14.2 BYLAW PROVISIONS ADDITIONAL AND SUPPLEMENTAL TO PROVISIONS OF LAW.
All restrictions, limitations, requirements and other provisions of these bylaws
shall be construed, insofar as possible, as supplemental and additional to all
provisions of law applicable to the subject matter thereof and shall be fully
complied with in addition to the said provisions of law unless such compliance
shall be illegal.

14.3 BYLAW PROVISIONS CONTRARY TO OR INCONSISTENT WITH PROVISIONS OF
LAW. Any section, subsection, subdivision, sentence, clause or phrase of these
bylaws which upon being construed in the manner provided in Section 14.2 hereof,
shall be contrary to or inconsistent with any applicable provision of law, shall
not apply so long as said provisions of law shall remain in effect, but such
result shall not affect the validity or applicability of any other portions of
these bylaws, it being hereby declared that these bylaws would have been adopted
and each section, subsection, subdivision, sentence, clause or phrase thereof,
irrespective of the fact that any one or more sections, subsections,
subdivisions, sentences, clauses or phrases is or are illegal.

SECTION 15. ADOPTION, AMENDMENT OR REPEAL OF BYLAWS

15.1 BY STOCKHOLDERS. Bylaws may be adopted, amended or repealed by the
affirmative vote of a majority of the votes entitled to be cast by the
outstanding voting shares of the corporation.

15.2 BY THE BOARD OF DIRECTORS. Subject to the right of stockholders to
adopt, amend or repeal bylaws, any bylaw may be adopted, amended or repealed by
the board of directors. A bylaw adopted by the stockholders may restrict or
eliminate the power of the board of directors to adopt, amend or repeal any or
all bylaws.