Registered Agent, Offices And Fiscal Year

Exhibit 3(ii)


B Y L A W S
OF
ICHOR CORPORATION
(a Delaware Corporation)


ARTICLE I


Registered Agent, Offices and Fiscal Year


Section 1.01. Registered Agent; Registered Office. - The registered agent of the corporation in the State of Delaware shall be The Corporation Trust Company, and registered office of the corporation in the State of Delaware shall be at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, until otherwise changed by an amendment to the Certificate of Incorporation (the "Certificate") or by the board of directors and a record of such change is filed with the Delaware Department of State in the manner provided by law.


Section 1.02. Other Offices. - The corporation may also have offices at such other places within or without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.


Section 1.03. Fiscal Year. - The fiscal year of the corporation shall begin on the first day of January in each year.


ARTICLE II


Notice - Waivers - Meetings Generally


Section 2.01. Manner of Giving Notice.


(a) General Rule. - Whenever written notice is required to be given to any person under the provisions of the Delaware General Corporation Law or by the Certificate or these bylaws, it may be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, or by facsimile transmission, to the address (or to the telex, TWX, facsimile or telephone number) of the person appearing on the books of the corporation or, in the case of directors, supplied by the director to the corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of


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telex, TWX or facsimile transmission, when dispatched or transmitted. A notice of meeting shall specify the place, date and hour of the meeting and any other information required by any other provision of the Delaware General Corporation Law, the Certificate or these bylaws.


(b) Bulk Mail. - If the corporation has more than 30 stockholders, notice of any regular or special meeting of the stockholders, or any other notice required by the Delaware General Corporation Law or by the Certificate or these bylaws to be given to all stockholders or to all holders of a class or series of shares, may be given by any class of postpaid mail if the notice is deposited in the United States mail at least twenty (20) days prior to the day named for the meeting for any corporate or stockholder action specified in the notice.


(c) Adjourned Stockholder Meetings. - When a meeting of stockholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement of the time and place thereof at the meeting at which the adjournment is taken. If the adjournment is for more than 30 days, or if the board fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given in accordance with Section 2.03 of these bylaws.


Section 2.02. Notice of Meetings of Board of Directors. - Notice of a regular meeting of the board of directors need not be given. Notice of every special meeting of the board of directors shall be given to each director by telephone or in person or in writing at least twenty-four (24) hours (in the case of notice by telephone, telex, TWX or facsimile transmission) or forty-eight (48) hours (in the case of notice by telegraph, courier service or express mail) or five (5) days (in the case of notice by first class mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in a notice of the meeting.


Section 2.03. Notice of Meetings of Stockholders.


(a) General Rule. - Except as otherwise provided in Section 2.01(b) hereof, written notice of every meeting of the stockholders shall be given by, or at the direction of, the Secretary or other authorized person to each stockholder of record entitled to vote at the meeting at not less than ten (10) nor more than sixty (60) days prior to the day named for a meeting. If the


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Secretary neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so. In the case of a special meeting of stockholders, the notice shall specify the purpose or purposes for which the meeting is called.


Section 2.04. Waiver of Notice.


(a) Written Waiver. - Whenever any notice is required to be given under the provisions of the Delaware General Corporation Law, the Certificate or these bylaws, a written waiver thereof, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting.


(b) Waiver by Attendance. - Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting 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.


Section 2.05. Modification of Proposal Contained in Notice. - Whenever the language of a proposed resolution is included in a written notice of a meeting required to be given under the provisions of the Delaware General Corporation Law or the Certificate or these bylaws, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.


Section 2.06. Exception to Requirement of Notice.


(a) General Rule. - Whenever any notice or communication is required to be given to any person under the provisions of the Delaware General Corporation Law or by the Certificate or these bylaws or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action and communication with that person is then unlawful, the giving of the notice or communication to that person shall not be required.


(b) Stockholders Without Forwarding Addresses. - Notice or other communications need not be sent to any stockholder with whom the corporation has been unable to communicate for more than twenty-four (24) consecutive months because communications to the stockholder are returned unclaimed or the stockholder has otherwise failed to provide the corporation with a current address. Whenever the stockholder provides the corporation with a current address,


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the corporation shall commence sending notices and other communications to the stockholder in the same manner as to other stockholders.


Section 2.07. Use of Conference Telephone and Similar Equipment. - Any director may participate in any meeting of the board of directors, and the board of directors may provide by resolution with respect to a specific meeting or with respect to a class of meetings that one or more persons may participate in a meeting of the stockholders of the corporation, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.


ARTICLE III


Stockholders


Section 3.01. Place of Meeting. - All meetings of the stockholders of the corporation shall be held at such place, either within or outside of the State of Delaware, as may be designated by the board of directors in the notice of a meeting.


Section 3.02. Annual Meeting. - The board of directors may fix and designate the date and time of the annual meeting of the stockholders, but if no such date and time is fixed and designated by the board, the meeting for any calendar year shall be held on the third Thursday in July in such year, if not a legal holiday under the laws of the jurisdiction in which the corporation's principal office is located, and, if a legal holiday, then on the next succeeding business day, at 10:00 o'clock A.M., and at said meeting the stockholders then entitled to vote shall elect directors and shall transact such other business as may properly be brought before the meeting. If there be a failure to hold the annual meeting for a period of 30 days after the date designated therefor, or if no date has been designated, for a period of thirteen months after the last annual meeting of the corporation, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director.


Section 3.03. Special Meetings. - Special meetings of the stockholders may be called at any time by resolution of the board of directors, which may fix the date, time and place of the meeting. If the board does not fix the date, time or place of the meeting, it shall be the duty of the Secretary to do so. A date fixed by the secretary shall not be more than 60 days after the


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date of the adoption of the resolution of the board calling the special meeting.


Section 3.04. Quorum and Adjournment.


(a) General Rule. - A meeting of stockholders of the corporation duly called shall not be organized for the transaction of business unless a quorum is present. The presence, in person or by proxy, of stockholders entitled to cast at least a majority of the votes that all stockholders are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter. Shares of the corporation owned, directly or indirectly, by it shall not be counted in determining the total number of outstanding shares for quorum purposes at any given time.


(b) Withdrawal of a Quorum. - The stockholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum.


(c) Adjournments Generally. - Any regular or special meeting of the stockholders, including one at which directors are to be elected and one which cannot be organized because a quorum has not attended, may be adjourned for such period and to such place as the stockholders present and entitled to vote shall direct.


(d) Electing Directors at Adjourned Meeting. - Those stockholders entitled to vote who attend a meeting called for the election of directors that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of electing directors.


(e) Other Action in Absence of Quorum. - Those stockholders entitled to vote who attend a meeting of stockholders that has been previously adjourned for one or more periods aggregating at least fifteen (15) days because of an absence of a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those stockholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.


Section 3.05. Action by Stockholders - Except as otherwise provided in the Delaware General Corporation Law or the


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Certificate or these bylaws, whenever any corporate action is to be taken by vote of the stockholders of the corporation, it shall be authorized upon receiving the affirmative vote of a majority of the votes cast by all stockholders entitled to vote thereon and, if any stockholders are entitled to vote thereon as a class, upon receiving the affirmative vote of a majority of the votes cast by the stockholders entitled to vote as a class.


Section 3.06 Organization - At every meeting of the stockholders, the Chairman of the Board, if there be one, or, in the case of vacancy in office or absence of the Chairman of the Board, one of the following persons present in the order stated: the Vice Chairman of the Board, if there be one, the President, the vice presidents in their order of rank and seniority, or a person chosen by vote of the stockholders present, shall act as chairman of the meeting. The Secretary or, in the absence of the Secretary, an assistant secretary, or, in the absence of both the Secretary and assistant secretaries, a person appointed by the chairman of the meeting, shall act as secretary of the meeting.


Section 3.07. Voting Rights of Stockholders - Unless otherwise provided in the Certificate, every stockholder of the corporation shall be entitled to one vote for every share standing in the name of the stockholder on the books of the corporation.


Section 3.08. Voting and Other Action by Proxy.


(a) General Rule. -


(1) Every 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 to act for the stockholder by proxy.


(2) The presence of or vote or other action at a meeting of stockholders by a proxy of a stockholder shall constitute the presence of or vote or action by the stockholder.


(3) Where two or more proxies of a stockholder are present, the corporation shall, unless otherwise expressly provided in the proxy, accept as the vote of all shares represented thereby the vote cast by a majority of them and, if a majority of the proxies cannot agree whether the shares represented shall be voted or upon the manner of voting the shares, the voting of the shares shall be divided equally among those persons.


(b) Execution and Filing. - Every proxy shall be executed in writing by the stockholder or by the duly authorized


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attorney-in-fact of the stockholder and filed with the Secretary of the corporation. A telegram, telex, cable gram, datagram or similar transmission from a stockholder or attorney-in-fact, or a photographic, facsimile or similar reproduction of a writing executed by a stockholder or attorney-in-fact:


(1) may be treated as properly executed for purposes of this subsection; and


(2) shall be so treated if it sets forth or be submitted with information from which it can be determined that such transmission was authorized by the stockholder.


(c) Revocation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice thereof has been given to the Secretary of the corporation. An unrevoked proxy shall not be valid after three years from the date of its execution unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of the death or incapacity is given to the Secretary of the corporation.


(d) Expenses - The corporation shall pay the reasonable expenses of solicitation of votes, proxies or consents of stockholders by or on behalf of the board of directors or its nominees for election to the board, including solicitation by professional proxy solicitors and otherwise.


Section 3.09. Voting by Fiduciaries and Pledgees - Shares of the corporation standing in the name of a trustee or other fiduciary and shares held by an assignee for the benefit of creditors or by a receiver may be voted by the trustee, fiduciary, assignee or receiver. A stockholder whose shares are pledged shall be entitled to vote the shares until the shares have been transferred into the name of the pledgee, or a nominee of the pledgee, but nothing in this section shall affect the validity of a proxy given to a pledgee or nominee.


Section 3.10. Voting by Joint Holders of Shares.


(a) General Rule. - Where shares of the corporation are held in the names of two or more persons, whether as joint tenants, tenants in common, as fiduciaries or otherwise:


(1) if only one votes, his or her vote binds all;


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(2) if more than one vote, the act of the majority so voting binds all;


(3) if more than one vote, but the vote is evenly split on any particular matter, the voting of the shares shall be divided proportionally among the persons so voting the shares.


(b) Exception. - If there has been filed with the Secretary of the corporation a copy, certified by an attorney at law to be correct, of the relevant portions of the agreement under which the shares are held or the instrument by which the trust or estate was created or the order of court appointing them or of an order of court directing the voting of the shares, the persons specified as having such voting power in the document latest in date of operative effect so filed, and only those persons, shall be entitled to vote the shares but only in accordance therewith.


Section 3.11. Voting by Corporations.


(a) Voting by Corporate Stockholders. - Any corporation that is a stockholder of this corporation may vote at meetings of stockholders of this corporation by any of its officers or agents, or by proxy appointed by any officer or agent, unless some other person, by resolution of the board of directors of the other corporation or a provision of its articles of incorporation or bylaws (a copy of which resolution or provision is certified to be correct by one of its officers, has been filed with the Secretary of this corporation) is appointed its general or special proxy in which case that person shall be entitled to vote the shares.


(b) Controlled Shares. - Shares of this corporation owned, directly or indirectly, by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares for voting purposes at any given time.


Section 3.12. Determination of Stockholders of Record.


(a) Fixing Record Date. - The board of directors may fix a date prior to the date of any meeting of stockholders as a record date for the determination of the stockholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall be not more than sixty (60) days nor less than ten (10) days prior to the date of the meeting of stockholders. Only stockholders of record on the date fixed shall be so entitled notwithstanding any transfer of shares on the books of the corporation after any record date fixed as provide in this subsection. The board of directors may similarly fix a record date


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for the determination of stockholders of record for any other purpose. When a determination of stockholders of record has been made as provided in this section for purposes of a meeting, the determination shall apply to any adjournment thereof unless the board fixes a new record date for the adjourned meeting.


(b) Determination When a Record Date is Not Fixed. - If a record date is not fixed:


(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 day next preceding the day on which notice is given.


(2) The record date for determining stockholders for the purpose of any other lawful action shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.


(c) Certification by Nominee. - The board of directors may adopt a procedure whereby a stockholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of the stockholder are held for the account of a specified person or persons. Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the stockholder making the certification.


Section 3.13. Voting Lists.


(a) General Rule. - The officer or agent having charge of the stock ledger or transfer books for shares of the corporation 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 of stockholders, arranged in alphabetical order, with the address of and the number of shares held by each. The list shall be produced and kept open to 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, 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 so 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 and shall be subject to the inspection of any stockholder during the whole time of the meeting.


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(b) Effect of List. - Failure to comply with the requirements of this section shall not affect the validity of any action taken at a meeting prior to a demand at the meeting by any stockholder entitled to vote thereat to examine the list; however, upon the willful neglect or refusal of t ...