ARTICLE IX
Subject to any limitations set forth in this Certificate of Incorporation, including, without limitation, pursuant to Section 5.2(h)(2)(B), and to obtaining any required stockholder votes or consents required hereby, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws or adopt new Bylaws, without any action on the part of the stockholders; provided, that Bylaws adopted or amended by the Directors and any powers thereby conferred may be amended, altered, or repealed by the stockholders subject to any limitations set forth in this Certificate of Incorporation.
