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                                                                    Exhibit 31.1

                                     BY-LAWS
                                       Of
                                VICOR CORPORATION
                            ARTICLE I - STOCKHOLDERS

1. Annual Meeting. The annual meeting of stockholders of Vicor Corporation (the
"Corporation") shall be held on the third Wednesday of April in each year after
1981 (or if that be a legal holiday in the place where the meeting is to be
held, on the next succeeding full business day) at the principal office of the
Corporation in Andover, Massachusetts at 10:00 o'clock A.M. unless a different
hour or place is fixed by the Board of Directors or the President. The purposes
for which the annual meeting is to be held, in addition to those prescribed by
law, by the Certificate of Incorporation or by these By-Laws, may be specified
by the Board of Directors or the President. If no annual meeting has been held
on the date fixed above, a special meeting in lieu thereof may be held or there
may be action by written consent of the Stockholders on matters to be voted on
at the annual meeting, and such special meeting or written consent shall have
for the purposes of these By-Laws or otherwise all the force and effect of an
annual meeting.

2. Notice of Stockholder Business and Nominations.

     (a) Annual Meetings of Stockholders. 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 (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 By-Law, who is
entitled to vote at the meeting, who is present (in person or by proxy) at the
meeting and who complies with the notice procedures set forth in this By-Law. In
addition to the other requirements set forth in this By-Law, for any proposal of
business to be considered at an Annual Meeting, it must be a proper subject for
action by stockholders of the Corporation under Delaware law.

     For nominations or other business to be properly brought before an Annual
Meeting by a stockholder pursuant to clause (c) of paragraph (a) of this By-Law,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the ninetieth day nor earlier than the
close of business on the one hundred twentieth 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 advanced by more than 30 days
before or delayed by more than sixty days after such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such Annual Meeting and not later than the
close of business on the later of the ninetieth day prior to such Annual Meeting
or the tenth day following the day on which public announcement of the date of
such meeting is first made. Such stockholder's notice shall set forth (i) 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") (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a Director if elected); (ii) 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, any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made, and the names and addresses of other stockholders known by the stockholder
proposing such business to support such proposal, and the class and number of
shares of the Corporation's capital stock beneficially owned by such other
stockholders; and (iii) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (A)
the name and address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner, and (B) the class and number of shares of
the Corporation which are owned beneficially and of record by such stockholder
and such beneficial owner.

     Notwithstanding anything in this paragraph (a) of this By-Law to the
contrary, in the event that the number of Directors to be elected to the Board
of Directors of the Corporation is increased and there is no public announcement
naming all of the nominees for Director or specifying the size of the increased
Board of Directors made by the Corporation at least 85 days prior to the first
anniversary of the preceding year's Annual Meeting, a stockholder's notice
required by this By-Law shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the tenth day following the day on which
such public announcement is first made by the Corporation.

     (b) General. Only such persons who are nominated in accordance with the
provisions of this By-Law shall be eligible for election and to serve as
Directors and only such business shall be conducted at an Annual



Meeting as shall have been brought before the meeting in accordance with the
provisions of this By-Law. The Board of Directors or a designated committee
thereof shall have the power to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance with the
provisions of this By-Law. If neither the Board of Directors nor such designated
committee makes a determination as to whether any stockholder proposal or
nomination was made in accordance with the provisions of this By-Law, the
presiding officer of the Annual Meeting shall have the power and duty to
determine whether the stockholder proposal or nomination was made in accordance
with the provisions of this By-Law. If the Board of Directors or a designated
committee thereof or the presiding officer, as applicable, determines that any
stockholder proposal or nomination was not made in accordance with the
provisions of this By-Law, such proposal or nomination shall be disregarded and
shall not be presented for action at the Annual Meeting.

     For purposes of this By-Law, "public announcement" shall mean disclosure in
a press release reported by 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.

     Notwithstanding the foregoing provisions of this By-Law, 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
By-Law. Nothing in this By-Law shall be deemed to affect any rights of (i)
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) the holders of
any series of undesignated preferred stock to elect Directors under specified
circumstances.

3. Special Meetings. Special meetings of stockholders may be called by the
President or by the Board of Directors. Special meetings shall be called by the
Secretary, or in case of death, absence, incapacity or refusal of the Secretary,
by any other officer, upon written application of one or more stockholders who
hold at least twenty-five percent in interest of the capital stock entitled to
vote at such meeting. The call for the meeting may be oral or written and shall
state the place, date, hour and purposes of the meeting.

4. Notice of Meetings.

     Whenever stockholders are required or permitted to take any action at a
meeting, a notice stating the place, date and hour of the meeting, the means of
remote communications, if any, by which stockholders and proxyholders may be
deemed to be present and vote at such meeting, and, in the case of a special
meeting, the purpose or purposes of the meeting, shall be given by the Secretary
(or other person authorized by these By-Laws or by law) not less than ten nor
more than sixty days before the meeting to each stockholder entitled to vote
thereat and to each stockholder who, under the Certificate of Incorporation or
under these By-Laws is entitled to such notice. If mailed, notice is given when
deposited in the mail, postage prepaid, directed to such stockholder at such
stockholder's address as it appears in the records of the Corporation. Without
limiting the manner by which notice otherwise may be effectively given to
stockholders, any notice to stockholders may be given by electronic transmission
in the manner provided in Section 232 of the Delaware General Corporation Law
(the "DGCL") and notice may be given by a single written notice to stockholders
who share an address if consented to by the stockholders at that address to whom
such notice is given in the manner provided in Section 233 of the DGCL.

     Notice need not be given to a stockholder if a written waiver of notice is
executed before or after the meeting by such stockholder (or a waiver is given
by electronic transmission by the person entitled to notice), if communication
with such stockholder is unlawful, or if such stockholder attends the meeting in
question, unless such attendance was for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting was not lawfully called or convened.

     When any meeting is convened, the presiding officer may adjourn the meeting
if (a) no quorum is present for the transaction of business, (b) the Board of
Directors determines that adjournment is necessary or appropriate to enable the
stockholders to consider fully information which the Board of Directors
determines has not been made sufficiently or timely available to stockholders,
or (c) the Board of Directors determines that adjournment is otherwise in the
best interests of the Corporation.

     When any Annual Meeting or special meeting of stockholders is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time, place, if any, thereof, and the means of remote



communications, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken; provided, however, that if the
adjournment is for more than thirty 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 entitled to vote at the meeting.

     The Board of Directors may postpone and reschedule any previously scheduled
Annual Meeting or special meeting of stockholders and any record date with
respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting has been sent or made pursuant to Section 2 of this
Article I of these By-Laws or otherwise. In no event shall the public
announcement of an adjournment, postponement or rescheduling of any previously
scheduled meeting of stockholders commence a new time period for the giving of a
stockholder's notice under Section 2 of this Article I of these By-Laws.

5. Quorum. The holders of a majority in interest of all stock issued,
outstanding and entitled to vote at a meeting, present in person or represented
by proxy, shall constitute a quorum. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present. The stockholders present at a duly constituted meeting may
continue to transact business until adjournment notwithstanding the withdrawal
of enough stockholders to reduce the voting shares below a quorum.

6. Voting and Proxies. Stockholders shall have one vote for each share of stock
entitled to vote owned by them of record according to the books of the
Corporation unless otherwise provided by law or by the Certificate of
Incorporation. Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to corporate action in writing without a meeting
may authorize another person or persons to act for such stockholder by proxy,
but no proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period or is coupled with an interest and
irrevocable. Without limiting the manner in which a stockholder may authorize
another person or persons to act for such stockholder as a proxy, stockholders
may grant such authority in writing or by transmission pursuant to Section
212(c) of the DGCL. Proxies shall be filed with the Secretary of the meeting, or
of any adjournment thereof. Except as otherwise limited therein, proxies shall
entitle the persons authorized thereby to vote at any adjournment of such
meeting. A proxy purporting to be executed by or on behalf of a stockholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger.

7. Action at Meeting. When a quorum is present, any matter before the meeting
shall be decided by vote of the holders of a majority of the shares of stock
voting on such matter except where a larger vote is required by law, by the
Certificate of Incorporation or by these By-Laws. Any election by stockholders
shall be determined by a plurality of the votes cast, except where a larger vote
is required by law, by the Certificate of Incorporation or by these By-Laws. No
ballot shall be required for any election unless requested by a stockholder
entitled to vote in the election. The Corporation shall not directly or
indirectly vote any share of its own stock; provided, however, that the
Corporation may vote shares which it holds in a fiduciary capacity to the extent
permitted by law.

8. Presiding Officer. The Chairman of the Board, if one is elected, or if not
elected or in his or her absence, the President or the Treasurer, shall preside
at all Annual Meetings or special meetings of stockholders and shall have the
power, among other things, to adjourn such meeting at any time and from time to
time, subject to the applicable provisions of this Article I. The order of
business and all other matters of procedure at any meeting of the stockholders
shall be determined by the presiding officer.

9. Inspectors of Elections. The Corporation shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting of stockholders, the presiding officer
shall appoint one or more inspectors to act at the meeting. Any inspector may,
but need not, be an officer, employee or agent of the Corporation. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall perform such duties as are required by the DGCL, including the counting of
all votes and ballots. The inspectors may appoint or retain other persons or
entities to assist the inspectors in the performance of the duties of the
inspectors. The presiding officer may review all determinations made by the
inspectors, and in so doing the presiding officer shall be entitled to exercise
his or her sole judgment and discretion and he or she shall not be bound by any
determinations made by the inspectors. All determinations by the inspectors and,
if applicable, the presiding officer, shall be subject to further



review by any court of competent jurisdiction.

10. Conduct of Meetings. The Board of Directors may adopt by resolution such
rules and regulations for the conduct of the meeting of stockholders as it shall
deem appropriate. Except to the extent inconsistent with such rules and
regulations as adopted by the Board of Directors, the presiding officer of any
meeting of stockholders shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as, in the judgment of
such chairman, are appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the Board of Directors or
prescribed by the presiding officer of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iii) limitations on attendance at or
participation in the meeting to stockholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the chairman of
the meeting shall determine; (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (v) limitations on the time
allotted to questions or comments by participants. Unless and to the extent
determined by the Board of Directors or the presiding officer of the meeting,
meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.

11. Action Without a Meeting. Unless otherwise provided in the Certificate of
Incorporation, any action required or permitted by law to be taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office, by hand or by certified mail, return receipt
requested, or to the Corporation's principal place of business or to the officer
of the Corporation having custody of the minute book. Every written consent
shall bear the date of signature and no written consent shall be effective
unless, within sixty days of the earliest dated consent delivered pursuant to
these By-Laws, written consents signed by a sufficient number of stockholders
entitled to take action are delivered to the Corporation in the manner set forth
in these By-Laws. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

12. Stockholder Lists. The Secretary or an Assistant Secretary (or the
Corporation's transfer agent or other person authorized by these By-Laws or by
law) shall prepare and make, at least ten 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.
Nothing contained in this section shall require the Corporation to include
electronic mail addresses or other electronic contact information on such list.
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 days prior to the meeting, (1) on a reasonably accessible electronic network
provided that the information required to gain access to such list is provided
with the notice of the meeting, pursuant to the terms of Section 219 of the
DGCL, or (ii) during ordinary business hours, at the principal place of business
of the Corporation. 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.

                             ARTICLE II - DIRECTORS

1. Powers. The business of the Corporation shall be managed by or under the
direction of a Board of Directors who may exercise all the powers of the
Corporation except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws. In the event of a vacancy in the Board of
Directors, the remaining Directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.

2. Election and Qualification. The Board of Directors shall consist of one or
more members. At each annual meeting the stockholders shall fix the number of
Directors and shall elect not more than the number of Directors so designated.
No Director need be a stockholder.

3. Vacancies; Reduction of Board. Any vacancy in the Board of Directors however
occurring including a vacancy resulting from the enlargement of the Board of
Directors may be filled by the stockholders or by the Directors then in office
or by a sole remaining Director. In lieu of filling any such vacancy the
stockholders or Board of Directors may reduce the number of Directors. When one
or more Directors shall resign from the Board of Directors, effective at a



future date, a majority of the Directors then in office, including those who 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.

4. Enlargement of the Board. The Board of Directors may be enlarged by the
stockholders at any meeting or by vote of a majority of the Directors then in
office.

5. Tenure. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws, Directors shall hold office until their
successors are elected and qualified or until their earlier resignation or
removal. Any Director may resign by delivering his or her written resignation to
the Corporation. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

6. Removal. Except as otherwise provided by law, a Director may be removed from
office (a) with or without cause by vote of the holders of a majority of the
shares of stock entitled to vote in the election of Directors, or Director is
unlawful, or if all of the Directors are present at the meeting. A notice of
waiver of a meeting of the Board of Directors need not specify the purposes of
the meeting. (b) for cause by vote of a majority of the Directors then in
office. A Director may be removed for cause only after reasonable notice and
opportunity to be heard before the body proposing to remove him.

7. Meetings. Regular meetings of the Board of Directors may be held without
notice at such time, date and place as the Board of Directors may from time to
time determine. Special meetings of the Board of Directors may be called, orally
or in writing, by the President, Treasurer or two or more Directors, designating
the time, date and place thereof. Directors may participate in meetings of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all Directors participating in the meeting can hear
each other, and participation in a meeting in accordance herewith shall
constitute presence in person at such meeting.

8. Notice of Meetings. Notice of the time, date and place of all special
meetings of the Board of Directors shall be given to each Director by the
Secretary, or Assistant Secretary, or in case of the death, absence, incapacity
or refusal of such persons, by any other officer or one of the Directors calling
the meeting. Notice shall be given to each Director in person, by telephone, or
by facsimile, electronic mail or other form of electronic communications, sent
to such Director's business or home address at least twenty-four hours in
advance of the meeting, or by written notice mailed to such Director's business
or home address at least forty-eight hours in advance of the meeting. Such
notice shall be deemed to be delivered when hand delivered to such address, read
to such Director by telephone, deposited in the mail so addressed, with postage
thereon prepaid if mailed, dispatched or transmitted if faxed, telexed or
telecopied, or when delivered to the telegraph company if sent by telegram.
Notice need not be given to any Director if a written waiver of notice is
executed by him or her before or after the meeting (or a waiver is given by
electronic transmission by the person entitled to notice), if communication with
such Director is unlawful, or if all of the Directors are present at the
meeting. A notice of waiver of a meeting of the Board of Directors need not
specify the purposes of the meeting.

9. Quorum. At any meeting of the Board of Directors, a majority of the Directors
then in office shall constitute a quorum. Less than a quorum may adjourn any
meeting from time to time and the meeting may be held as adjourned without
further notice.

10. Action at Meeting. At any meeting of the Board of Directors at which a
quorum is present, unless otherwise provided in the following sentence, a
majority of the Directors present may take any action on behalf of the Board of
Directors, unless a larger number is required by law, by the Certificate of
Incorporation or by these By-Laws. So long as there are two or fewer Directors,
any action to be taken by the Board of Directors shall require the approval of
all Directors.

11. Action by Consent. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if all members
of the Board of Directors consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the records of the meetings of the Board of
Directors. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form.

12. Committees. The Board of Directors, by a vote of a majority of its members,
may establish one or more



committees, each committee to consist of one or more Directors, and may delegate
thereto some or all of its powers except those which by law, the Certificate of
Incorporation, or these By-Laws may not be delegated. Except as the Board of
Directors may otherwise determine, any such committee may make rules for the
conduct of its business, but in the absence of such rules its business shall be
conducted so far as possible in the same manner as is provided in these By-Laws
for the Board of Directors. All members of such committees shall hold their
committee offices at the pleasure of the Board of Directors, and the Board may
abolish any committee at any time. Each such committee shall report its action
to the Board of Directors who shall have power to rescind any action of any
committee without retroactive effect.

                             ARTICLE III - OFFICERS

1. Enumeration. The officers of the Corporation shall consist of a President, a
Treasurer, a Secretary, and such other officers, including one or more Vice
Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of
Directors may determine.

2. Election. The President, Treasurer and Secretary shall be elected annually by
the Board of Directors at their first meeting following the annual meeting of
stockholders. Other officers may be chosen by the Board of Directors at such
meeting or any other meeting.

3. Qualification. No officer need be a stockholder or Director. Any two or more
offices may be held by the same person. Any officer may be required by the Board
of Directors to give bond for the faithful performance of such officer's duties
in such amount and with such sureties as the Board of Directors may determine.

4. Tenure. Except as otherwise provided by the Certificate of Incorporation or
by these By-Laws, each of the officers of the Corporation shall hold his or her
office until his or her successor is elected and qualified or until his or her
earlier resignation or removal. Any officer may resign by delivering his or her
written resignation to the Corporation, and such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event.

5. Removal. The Board of Directors may remove any officer with or without cause
by a vote of a majority of the entire number of Directors then in office;
provided, that an officer may be removed for cause only after reasonable notice
and opportunity to be heard by the Board of Directors.

6. Vacancies. Any vacancy in any office may be filled for the unexpired portion
of the term by the Board of Directors.

7. President and Vice Presidents. The President shall be the chief executive
officer of the Corporation and shall, subject to the direction of the Board of
Directors, have general supervision and control of its business. Unless
otherwise provided by the Board of Directors, the President shall preside, when
present, at all meetings of stockholders, as further provided in Article I,
Section 8 of these By-Laws, and of the Board of Directors.

Any Vice President shall have such powers and shall perform such duties as the
Board of Directors may from time to time designate.

8. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the
direction of the Board of Directors, have general charge of the financial
affairs of the Corporation and shall cause to be kept accurate books of account.
He or she shall have custody of all funds, securities, and valuable documents of
the Corporation, except as the Board of Directors may otherwise provide.

Any Assistant Treasurer shall have such powers and perform such duties as the
Board of Directors may from time to time designate.

9. Secretary and Assistant Secretaries. The Secretary shall record all the
proceedings of the meetings of the stockholders and the Board of Directors
(including committees of the Board) in books kept for that purpose. In his or
her absence from any such meeting an Assistant Secretary, or if there be none or
he or she is absent, a temporary secretary chosen at the meeting shall record
the proceedings thereof. The Secretary shall have charge of the stock ledger
(which may, however, be kept by any transfer or other agent of the Corporation)
and shall have such other



duties and powers as may be designated from time to time by the Board of
Directors or the President.

Any Assistant Secretary shall have such powers and perform such duties as the
Board of Directors may from time to time designate.

10. Other Powers and Duties. Subject to these By-Laws and to such limitations as
the Board of Directors may from time to time prescribe, each officer of the
Corporation shall have in addition to the duties and powers specifically set
forth in these By-Laws, such duties and powers as are customarily incident to
such officer's office, and such duties and powers as may be designated from time
to time by the Board of Directors.

                           ARTICLE IV - CAPITAL STOCK

1. Certificates of Stock. Each stockholder shall be entitled to a certificate of
the capital stock of the Corporation in such form as may from time to time be
prescribed by the Board of Directors; provided that the Board may provide that
some or all of any or all classes or series of its stock shall be uncertificated
shares, in which case the holders of such stock will not be entitled to
certificates with respect to such stock. Any such certificate issued by the
Corporation shall be signed by the Chairman or Vice Chairman of the Board of
Directors, if any, or the President or a Vice President, and by the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary. Such
signatures may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed on such 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 such officer, transfer agent or registrar at the time of
its issue. Every certificate for shares of stock which are subject to any
restriction on transfer and every certificate issued when the Corporation is
authorized to issue more than one class or series of stock shall contain such
legend with respect thereto as is required by law. The Corporation shall be
permitted to issue fractional shares.

2. Transfers. Subject to any restrictions on transfer, shares of stock may be
transferred on the books of the Corporation by the surrender to the Corporation
or its transfer agent of the certificate therefor properly endorsed or
accompanied by a written assignment or power of attorney properly executed, with
transfer stamps (if necessary) affixed, and with such proof of the authenticity
of signature as the Corporation or its transfer agent may reasonably require.

3. Record Holders. Except as may otherwise be required by law, by the
Certificate of Incorporation or by these By-Laws, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on the books
of the Corporation in accordance with the requirements of these By-Laws. It
shall be the duty of each stockholder to notify the Corporation of such
stockholder's post office address.

4. Record Date. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, 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 change, conversion or exchange of stock rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not precede the date on which it is established, and which shall not be more
than sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action. In such case only stockholders of record
on such record date shall be so entitled notwithstanding any transfer of stock
on the books of the Corporation after the record date. If no record date is
fixed, (a) 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
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held, (b) the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is necessary, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in this state, to its
principal place of business, or to an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded, and (c) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.



5. Replacement of Certificates. In case of the alleged loss, destruction or
mutilation of a certificate of stock, a duplicate certificate may be issued in
place thereof, upon such terms as the Board of Directors may prescribe.

                           ARTICLE V - INDEMNIFICATION

1. Definitions. For purposes of this Article:

     (a) "Corporate Status" describes the status of a person who is serving or
has served (i) as a Director of the Corporation, (ii) as an Officer of the
Corporation, or (iii) as a Director, partner, trustee, officer, employee or
agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which such person is or was serving at the
request of the Corporation. For purposes of this Section 1(a), an Officer or
Director of the Corporation who is serving or has served as a Director, partner,
trustee, officer, employee or agent of a Subsidiary shall be deemed to be
serving at the request of the Corporation. Notwithstanding the foregoing,
"Corporate Status" shall not include the status of a person who is serving or
has served as a Director, officer, employee or agent of a constituent
corporation absorbed in a merger or consolidation transaction with the
Corporation with respect to such person's activities prior to said transaction,
unless specifically authorized by the Board of Directors or the stockholders of
the Corporation;

     (b) "Director" means any person who serves or has served the Corporation as
a Director on the Board of Directors of the Corporation;

     (c) "Disinterested Director" means, with respect to each Proceeding in
respect of which indemnification is sought hereunder, a Director of the
Corporation who is not and was not a party to such Proceeding;

     (d) "Expenses" means all reasonable attorneys' fees, retainers, court
costs, transcript costs, fees of expert witnesses, private investigators and
professional advisors (including, without limitation, accountants and investment
bankers), travel expenses, duplicating costs, printing and binding costs, costs
of preparation of demonstrative evidence and other courtroom presentation aids
and devices, costs incurred in connection with document review, organization,
imaging and computerization, telephone charges, postage, delivery service fees,
and all other disbursements, costs or expenses of the type customarily incurred
in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, settling or otherwise
participating in, a Proceeding;

     (e) "Non-Officer Employee" means any person who serves or has served as an
employee or agent of the Corporation, but who is not or was not a Director or
Officer;

     (f) "Officer" means any person who serves or has served the Corporation as
an officer appointed by the Board of Directors of the Corporation;

     (g) "Proceeding" means any threatened, pending or completed action, suit,
arbitration, alternate dispute resolution mechanism, inquiry, investigation,
administrative hearing or other proceeding, whether civil, criminal,
administrative, arbitrative or investigative; and

     (h) "Subsidiary" shall mean any corporation, partnership, limited liability
company, joint venture, trust or other entity of which the Corporation owns
(either directly or through or together with another Subsidiary of the
Corporation) either (i) a general partner, managing member or other similar
interest or (ii) (A) 50% or more of the voting power of the voting capital
equity interests of such corporation, partnership, limited liability company,
joint venture or other entity, or (B) 50% or more of the outstanding voting
capital stock or other voting equity interests of such corporation, partnership,
limited liability company, joint venture or other entity.

2. Indemnification of Directors and Officers. Subject to the operation of
Section 4 of this Article V of these By-Laws, each Director and Officer shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment) against any and
all Expenses, judgments, penalties, fines and amounts reasonably paid in
settlement that are incurred by such Director or Officer or on such



Director's or Officer's behalf in connection with any threatened, pending or
completed Proceeding or any claim, issue or matter therein, which such Director
or Officer is, or is threatened to be made, a party to or participant in by
reason of such Director's or Officer's Corporate Status, if such Director or
Officer acted in good faith and in a manner such Director or Officer reasonably
believed to be in or not opposed to the best interests of the Corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. The rights of indemnification provided by this
Section 2 shall continue as to a Director or Officer after he or she has ceased
to be a Director or Officer and shall inure to the benefit of his or her heirs,
executors, administrators and personal representatives. Notwithstanding the
foregoing, the Corporation shall indemnify any Director or Officer seeking
indemnification in connection with a Proceeding initiated by such Director or
Officer only if such Proceeding was authorized by the Board of Directors of the
Corporation, unless such Proceeding was brought to enforce an Officer or
Director's rights to indemnification or, in the case of Directors, advancement
of Expenses under these By-Laws in accordance with the provisions set forth
herein.

3. Indemnification of Non-Officer Employees. Subject to the operation of Section
4 of this Article V of these By-Laws, each Non-Officer Employee may, in the
discretion of the Board of Directors of the Corporation, be indemnified by the
Corporation to the fullest extent authorized by the DGCL, as the same exists or
may hereafter be amended, against any or all Expenses, judgments, penalties,
fines and amounts reasonably paid in settlement that are incurred by such
Non-Officer Employee or on such Non-Officer Employee's behalf in connection with
any threatened, pending or completed Proceeding, or any claim, issue or matter
therein, which such Non-Officer Employee is, or is threatened to be made, a
party to or participant in by reason of such Non-Officer Employee's Corporate
Status, if such Non-Officer Employee acted in good faith and in a manner such
Non-Officer Employee reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful. The rights of
indemnification provided by this Section 3 shall exist as to a Non-Officer
Employee after he or she has ceased to be a Non-Officer Employee and shall inure
to the benefit of his or her heirs, personal representatives, executors and
administrators. Notwithstanding the foregoing, the Corporation may indemnify any
Non-Officer Employee seeking indemnification in connection with a Proceeding
initiated by such Non-Officer Employee only if such Proceeding was authorized by
the Board of Directors of the Corporation.

4. Good Faith. Unless ordered by a court, no indemnification shall be provided
pursuant to this Article V to a Director, to an Officer or to a Non-Officer
Employee unless a determination shall have been made that such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal Proceeding, such person had no reasonable cause to believe his or her
conduct was unlawful. Such determination shall be made by (a) a majority vote of
the Disinterested Directors, even though less than a quorum of the Board of
Directors, (b) a committee comprised of Disinterested Directors, such committee
having been designated by a majority vote of the Disinterested Directors (even
though less than a quorum), (c) if there are no such Disinterested Directors, or
if a majority of Disinterested Directors so directs, by independent legal
counsel in a written opinion, or (d) by the stockholders of the Corporation.

5. Advancement of Expenses to Directors Prior to Final Disposition.

     (a) The Corporation shall advance all Expenses incurred by or on behalf of
any Director in connection with any Proceeding in which such Director is
involved by reason of such Director's Corporate Status within ten days after the
receipt by the Corporation of a written statement from such Director requesting
such advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by such Director and shall be preceded or
accompanied by an undertaking by or on behalf of such Director to repay any
Expenses so advanced if it shall ultimately be determined that such Director is
not entitled to be indemnified against such Expenses. Notwithstanding the
foregoing, the Corporation shall advance all Expenses incurred by or on behalf
of any Director seeking advancement of expenses hereunder in connection with a
Proceeding initiated by such Director only if such Proceeding was (i) authorized
by the Board of Directors of the Corporation, or (ii) brought to enforce
Director's rights to indemnification or advancement of Expenses under these
By-Laws.

     (b) If a claim for advancement of Expenses hereunder by a Director is not
paid in full by the Corporation within ten days after receipt by the Corporation
of documentation of Expenses and the required undertaking, such Director may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and if successful in whole or in part, such Director shall
also be entitled to be paid the expenses of prosecuting such



claim. The failure of the Corporation (including its Board of Directors or any
committee thereof, independent legal counsel, or stockholders) to make a
determination concerning the permissibility of such advancement of Expenses
under this Article V shall not be a defense to the action and shall not create a
presumption that such advancement is not permissible. The burden of proving that
a Director is not entitled to an advancement of expenses shall be on the
Corporation.

     (c) In any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that the Director
has not met any applicable standard for indemnification set forth in the DGCL.

6. Advancement of Expenses to Officers and Non-Officer Employees Prior to Final
Disposition.

     (a) The Corporation may, at the discretion of the Board of Directors of the
Corporation, advance any or all Expenses incurred by or on behalf of any Officer
and Non-Officer Employee in connection with any Proceeding in which such is
involved by reason of the Corporate Status of such Officer or Non-Officer
Employee upon the receipt by the Corporation of a statement or statements from
such Officer or Non-Officer Employee requesting such advance or advances from
time to time, whether prior to or after final disposition of such Proceeding.
Such statement or statements shall reasonably evidence the Expenses incurred by
such Officer and Non-Officer Employee and shall be preceded or accompanied by an
undertaking by or on behalf of such to repay any Expenses so advanced if it
shall ultimately be determined that such Officer or Non-Officer Employee is not
entitled to be indemnified against such Expenses.

     (b) In any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that the Officer or
Non-Officer Employee has not met any applicable standard for indemnification set
forth in the DGCL.

7. Contractual Nature of Rights.

     (a) The foregoing provisions of this Article V shall be deemed to be a
contract between the Corporation and each Director and Officer entitled to the
benefits hereof at any time while this Article V is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any
Proceeding theretofore or thereafter brought based in whole or in part upon any
such state of facts.

     (b) If a claim for indemnification hereunder by a Director or Officer is
not paid in full by the Corporation within sixty days after receipt by the
Corporation of a written claim for indemnification, such Director or Officer may
at any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim, and if successful in whole or in part, such Director or
Officer shall also be entitled to be paid the expenses of prosecuting such
claim. The failure of the Corporation (including its Board of Directors or any
committee thereof, independent legal counsel, or stockholders) to make a
determination concerning the permissibility of such indemnification under this
Article V shall not be a defense to the action and shall not create a
presumption that such indemnification is not permissible. The burden of proving
that a Director or Officer is not entitled to indemnification shall be on the
Corporation.

     (c) In any suit brought by a Director or Officer to enforce a right to
indemnification hereunder, it shall be a defense that such Director or Officer
has not met any applicable standard for indemnification set forth in the DGCL.

8. Non-Exclusivity of Rights. The rights to indemnification and advancement of
Expenses set forth in this Article V shall not be exclusive of any other right
which any Director, Officer, or Non-Officer Employee may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation or
these By-Laws, agreement, vote of stockholders or Disinterested Directors or
otherwise.

9. Insurance. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer or Non-Officer Employee against any liability
of any character asserted against or incurred by the Corporation or any such
Director, Officer or Non-Officer Employee, or arising out of any such person's
Corporate Status, whether or not the Corporation would have the power to
indemnify such person against such liability under the DGCL or the



provisions of this Article V.

10. Other Indemnification. The Corporation's obligation, if any, to indemnify
any person under this Article V as a result of such person serving, at the
request of the Corporation, as a Director, partner, trustee, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, employee benefit plan or enterprise.

                      ARTICLE VI - MISCELLANEOUS PROVISIONS

1. Fiscal Year. Except as otherwise determined by the Board of Directors, the
fiscal year of the Corporation shall end on December 31 of each year.

2. Seal. The Board of Directors shall have power to adopt and alter the seal of
the Corporation.

3. Execution of Instruments. Subject to any limitations which may be set forth
in a resolution of the Board of Directors, all deeds, leases, transfers,
contracts, bonds, notes and other obligations authorized to be executed by an
officer of the Corporation in its behalf shall be signed by the President or the
Treasurer except as the Board of Directors may generally or in particular cases
otherwise determine.

4. Voting of Securities. Unless otherwise provided by the Board of Directors,
the President or Treasurer may waive notice of and act on behalf of this
corporation, or appoint another person or persons to act as proxy or attorney in
fact for this corporation with or without discretionary power and/or power of
substitution, at any meeting of stockholders or shareholders of any other
corporation or organization, any of whose securities are held by this
corporation.

5. Resident Agent. The Board of Directors may appoint a resident agent upon whom
legal process may be served in any action or proceeding against the Corporation.

6. Corporate Records. The original or attested copies of the Certificate of
Incorporation, By-Laws and records of all meetings of the incorporators,
stockholders and the Board of Directors and the stock and transfer records,
which shall contain the names of all stockholders, their record addresses and
the amount of stock held by each, shall be kept at the principal office of the
Corporation, at the office of its counsel, at an office of its transfer agent,
or at such other place or places as may be designated for time to time by the
Board of Directors.

7. Certificate of Incorporation. All references in these By-Laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the Corporation, as amended and in effect from time to time.

8. Amendments. These By-Laws may be amended or repealed or additional By-Laws
adopted by the stockholders or by the Board of Directors; provided, that (a) the
Board of Directors may not amend or repeal this Section 8 or any provision of
these By-Laws which by law, by the Certificate of Incorporation or by these
By-Laws requires action by the stockholder, and (b) any amendment or repeal of
these By-Laws by the Board of Directors and any By-Law adopted by the Board of
Directors may be amended or repealed by the stockholders.

As amended on November 15, 2006, July 27, 1990 and November 27, 1986.