Current Amended Bylaws of Registrant

EXHIBIT 3.4


BYLAWS


OF


INTERNET TRAVEL NETWORK


(A California corporation)


(As Adopted August 7, 1995)


TABLE OF CONTENTS


Page No.
--------


ARTICLE 1 OFFICES...................................................... 1


1.1 Principal Office............................................. 1
1.2 Other Offices................................................ 1


ARTICLE II DIRECTORS.................................................... 1


2.1 Exercise of Corporate Powers................................. 1
2.2 Number....................................................... 1
2.3 Need Not Be Shareholders..................................... 2
2.4 Compensation................................................. 2
2.5 Election and Term of Office.................................. 2
2.6 Vacancies.................................................... 2
2.7 Removal...................................................... 3
2.8 Powers and Duties............................................ 3


ARTICLE III MEETINGS OF DIRECTORS........................................ 5


3.1 Place of Meetings............................................ 5
3.2 Regular Meetings............................................. 5
3.3 Special Meetings............................................. 5
3.4 Notice of Special Meetings................................... 6
3.5 Quorum....................................................... 6
3.6 Conference Telephone......................................... 6
3.7 Waiver of Notice and Consent................................. 6
3.8 Action Without a Meeting..................................... 6
3.9 Committees................................................... 7


ARTICLE VI COMMITTEES................................................... 7


4.1 Appointment and Procedure.................................... 7
4.2 Executive Committee Powers................................... 7
4.3 Powers of Other Committees................................... 7
4.4 Limitations on Powers of Committees.......................... 7


ARTICLE V OFFICERS..................................................... 8


5.1 Election and Qualifications.................................. 8
5.2 Term of Office and Compensation.............................. 8
5.3 Chief Executive Officer...................................... 8
5.4 Chairman of the Board........................................ 9
5.5 President.................................................... 9
5.6 President Pro Tem............................................ 9
5.7 Vice President............................................... 9
5.8 Secretary.................................................... 9


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5.9 Chief Financial Officer...................................... 10
5.10 Instruments in Writing....................................... 11


ARTICLE VI INDEMNIFICATIONS............................................. 11


6.1 Indemnification of Directors and Officers.................... 11
6.2 Advancement of Expenses...................................... 12
6.3 Non-Exclusivity of Rights.................................... 12
6.4 Indemnification Contracts.................................... 12
6.5 Effect of Amendment.......................................... 12


ARTICLE VII MEETINGS OF, AND REPORTS TO, SHAREHOLDERS.................... 12


7.1 Place of Meetings............................................ 12
7.2 Annual Meetings.............................................. 13
7.3 Special Meetings............................................. 13
7.4 Notice of Meetings........................................... 13
7.5 Consent to Shareholders' Meetings............................ 14
7.6 Quorum....................................................... 14
7.7 Adjourned Meetings........................................... 14
7.8 Voting Rights................................................ 15
7.9 Action by Written Consents................................... 15
7.10 Election of Directors........................................ 16
7.11 Proxies...................................................... 16
7.12 Inspectors of Election....................................... 17
7.13 Annual Reports............................................... 17


ARTICLE VII SHARES AND SHARE CERTIFICATES................................ 18


8.1 Shares Held By Company....................................... 18
8.2 Certificates for Shares...................................... 18
8.3 Lost Certificates............................................ 18
8.4 Restrictions on Transfer of Shares........................... 18


ARTICLE IX CONSTRUCTION OF BYLAWS WITH REFERENCE
TO PROVISIONS OF LAW......................................... 19


9.1 Bylaw Provisions Construed as Additional
and with Provisions of Law................................... 19
9.2 Bylaw Provisions Contrary to or Inconsistent
with Provisions of Law....................................... 19


ARTICLE X CERTIFICATION, ADOPTION, AMENDMENT
OR REPEAL OF BYLAWS.......................................... 19


10.1 By Shareholders.............................................. 19
10.2 By the Board of Directors.................................... 19
10.3 Certification and Inspection of Bylaws....................... 20


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BYLAWS


OF


INTERNET TRAVEL NETWORK


(a California corporation)


As Adopted August 7, 1995


ARTICLE I


OFFICES


1.1 Principal Office. The principal executive office for the
---------------- transaction of the business of this corporation (the "Company") shall be located
------- at such place as the Board of Directors may from time to time decide. The Board of Directors is hereby granted full power and authority to change the location of the principal executive office from one location to another.


1.2 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 outside the State of California as it deems appropriate.


ARTICLE II


DIRECTORS


2.1 Exercise of Corporate Powers. Except as otherwise provided by
---------------------------- these Bylaws, by the Articles of Incorporation of the Company or by the laws of the State of California now or hereafter in force, the business and affairs of the Company shall be managed and all corporate powers shall be exercised by or under the ultimate direction of a board of directors (the "Board of Directors").


2.2 Number. The authorized number of directors of the Company shall
------ initially be three (3). The authorized number of directors may be varied from time to time by resolution of the Board of Directors, provided that the minimum authorized number shall be not less than 3 and the maximum authorized number shall not be more than 5. Until changed by an amendment of this Section by the shareholders of the Company, the authorized number of directors of the Company may be varied by the Board of Directors, as opposed to being fixed, within the range of the minimum and the maximum authorized numbers of directors provided above. Any amendment to these Bylaws reducing such minimum number of authorized directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote.


2.3 Need Not Be Shareholders. The directors of the Company need not
------------------------ be shareholders of this Company.


2.4 Compensation. Directors and members of committees may receive
------------ such compensation, if any, for their services as may be fixed or determined by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Company in any other capacity and receiving compensation therefor.


2.5 Election and Term of Office. The directors shall be elected
--------------------------- annually by the shareholders at the annual meeting of the shareholders. The term of office of the directors shall begin immediately after their election and shall continue until the next annual meeting of the shareholders and until their respective successors are elected. A reduction of the authorized number of directors shall not shorten the term of any incumbent director or remove any incumbent director prior to the expiration of such director's term of office.


2.6 Vacancies. A vacancy or vacancies on the Board of Directors
--------- shall exist:


(a) in the case of the death of any director; or


(b) in the case of the resignation or removal of any director; or
(c) if the authorized number of directors is increased; or


(d) if the shareholders fail, at any annual meeting of shareholders at which any director is elected, to elect the full authorized number of directors at that meeting.


The Board of Directors may declare vacant the office of a director if he or she is declared of unsound mind by an order of court or convicted of a felony or if, within 60 days after notice of his or her election, he or she does not accept the office. Any vacancy, except for a vacancy created by removal of a director as provided in Section 2.7 hereof, may be filled by a person selected by a majority of the remaining directors then in office, whether or not less than a quorum, or by a sole remaining director. Vacancies occurring in the Board of Directors by reason of removal of directors shall be filled only by approval of shareholders. The shareholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by the written consent of shareholders, other than to fill a vacancy created by removal, requires the consent of shareholders holding a majority of the outstanding shares entitled to vote. If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the shareholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of 5% or more of the total number of shares at that time having the right to vote for such directors may call a special meeting of shareholders to be held to elect the entire Board of Directors. The term of office of any director then in office shall terminate upon the election of such director's successor. Any director may resign effective upon giving written notice to the Chairman of the Board, if any, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. After the notice is given and if the resignation is effective at a future time, a successor may be elected or appointed to take office when the resignation becomes effective.


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2.7 Removal. The entire Board of Directors or any individual
------- director may be removed from office without cause by an affirmative vote of shareholders holding a majority of the outstanding shares entitled to vote. If the entire Board of Directors is not removed, however, then no individual director shall be removed if the votes cast against removal of that director, plus the votes not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively in an election at which the following were true:


(a) 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


(b) the entire number of directors authorized at the time of the director's most recent election were then being elected.


If any or all directors are so removed, new directors may be elected at the same meeting or at a subsequent meeting. If at any time a class or series of shares is entitled to elect one or more directors under authority granted by the Articles of Incorporation, the provisions of this Section 2.7 shall apply to the vote of that class or series and not to the vote of the outstanding shares as a whole.


2.8 Powers and Duties. Without limiting the generality or extent of
----------------- the general corporate powers to be exercised by the Board of Directors pursuant to Section 2.1 of these Bylaws, it is hereby provided that the Board of Directors shall have full power with respect to the following matters:


(a) To purchase, lease and acquire any and all kinds of property, real, personal or mixed, and at its discretion to pay therefor in money, in property and/or in stocks, bonds, debentures or other securities of the Company.


(b) To enter into any and all contracts and agreements which in its judgment may be beneficial to the interests and purposes of the Company.


(c) To fix and determine and to vary from time to time the amount or amounts to be set aside or retained as reserve funds or as working capital of the Company or for maintenance, repairs, replacements or enlargements of its properties.


(d) To declare and pay dividends in cash, shares and/or property out of any funds of the Company at the time legally available for the declaration and payment of dividends on its shares.


(e) To adopt such rules and regulations for the conduct of its meetings and the management of the affairs of the Company as it may deem proper.


(f) To prescribe the manner in which and the person or persons by whom any or all of the checks, drafts, notes, bills of exchange, contracts and other corporate instruments shall be executed.


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(g) To accept resignations of directors; to declare vacant the office of a director as provided in Section 2.6 hereof; and, in case of vacancy in the office of directors, to fill the same to the extent provided in Section 2.6 hereof.


(h) To create offices in addition to those for which provision is made by law or these Bylaws; to elect and remove at pleasure all officers of the Company, fix their terms of office, prescribe their titles, powers and duties, limit their authority and fix their salaries in any way it may deem advisable that is not contrary to law or these Bylaws.


(i) To designate one or more persons to perform the duties and exercise the powers of any officer of the Company during the temporary absence or disability of such officer.


(j) To appoint or employ and to remove at pleasure such agents and employees as it may see fit, to prescribe their titles, powers and duties, limit their authority and fix their salaries in any way it may deem advisable that is not contrary to law or these Bylaws.


(k) To fix a time in the future, which shall not be more than 60 days nor less than 10 days prior to the date of the meeting nor more than 60 days prior to any other action for which it is fixed, as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting, or entitled to receive any 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; and in such case only shareholders of record on the date so fixed shall be entitled to notice of and to vote at the meeting 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 Company after any record date fixed as aforesaid. The Board of Directors may close the books of the Company against transfers of shares during the whole or any part of such period.


(l) To fix and locate from time to time the principal office for the transaction of the business of the Company and one or more branch or other subordinate offices of the Company within or without the State of California; to designate any place within or without the State of California for the holding of any meeting or meetings of the shareholders or the Board of Directors, as provided in Sections 3.1 and 7.1 hereof; to adopt, make and use a corporate seal, and to prescribe the forms of certificates for shares and to alter the form of such seal and of such certificates from time to time as in its judgment it may deem best, provided such seal and such certificates shall at all times comply with the provisions of law now or hereafter in effect.


(m) To authorize the issuance of shares of stock of the Company in accordance with the laws of the State of California and the Articles of Incorporation.


(n) Subject to the limitation provided in Section 10.2 hereof, to adopt, amend or repeal from time to time and at any time these Bylaws and any and all amendments thereof.


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(o) To borrow money, make guarantees of indebtedness or other obligations of third parties and incur indebtedness on behalf of the Company, including the power and authority to borrow money from any of the shareholders, directors or officers of the Company; and to cause to be executed and delivered therefor in the corporate name promissory notes, bonds, debentures, deeds of trust, mortgages, pledges (or other transfers of property as security or collateral for a debt), or other evidences of debt and securities therefor; and the note or other obligation given for any indebtedness of the Company, signed officially by any officer or officers thereunto duly authorized by the Board of Directors, shall be binding on the Company.


(p) To approve a loan of money or property to any officer or director of the Company or any parent or subsidiary company, guarantee the obligation of any such officer or director, or approve an employee benefit plan authorizing such a loan or guaranty to any such officer or director; provided that, on the date of approval of such loan or guaranty, the Company has outstanding shares held of record by 100 or more persons. Such approval shall require a determination by the Board of Directors that the loan or guaranty may reasonably be expected to benefit the Company and must be by vote sufficient without counting the vote of any interested director.


(q) Generally to do and perform every act and thing whatsoever that may pertain to the office of a director or to a board of directors.


ARTICLE III


MEETINGS OF DIRECTORS


3.1 Place of Meetings. Meetings (whether regular, special or
----------------- adjourned) of the Board of Directors of the Company shall be held at the principal executive office of the Company or at any other place within or outside the State of California which may be designated from time to time by resolution of the Board of Directors or which is designated in the notice of the meeting.


3.2 Regular Meetings. Regular meetings of the Board of Directors
---------------- shall be held after the adjournment of each annual meeting of the shareholders (which regular directors' 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. Notice of the time and place of all regular meetings shall be given in the same manner as for special meetings, except that no such notice need be given if (a) the time and place of such meetings are fixed by the Board of Directors or (b) the Regular Annual Meeting is held at the principal executive office of this Corporation and on the date specified by the Board of Directors.


3.3 Special Meetings. Special meetings of the Board of Directors may
---------------- be called at any time by the Chairman of the Board, if any, or the President, or any Vice President, or the Secretary or by any two or more directors.


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3.4 Notice of Special Meetings. Special meetings of the Board of
-------------------------- Directors shall be held upon no less than 4 days' notice by mail or 48 hours' notice delivered personally or by telephone or telegraph to each director. Notice need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, 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. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the home or office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. A notice or waiver of notice need not specify the purpose of any meeting of the Board of Directors. If the address of a director is not shown on the records of the Company and is not readily ascertainable, notice shall be addressed to him or her at the city or place in which meetings of the directors are regularly held. If a meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to all directors not present at the time of adjournment.


3.5 Quorum. A majority of the authorized number of directors
------ constitutes a quorum of the Board of Directors 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 is the act of the Board of Directors subject ...