Bylaws (2004)Full Document 

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                                     BY-LAWS

                                       OF

                              MW ACQUISITION CORP.

                                    ARTICLE I

                                     OFFICES


          SECTION 1. REGISTERED OFFICE - The registered office shall be
established and maintained at c/o United Corporate Services Inc., 4228 First
Avenue, Tucker, Georgia 30084.

          SECTION 2. OTHER OFFICES. - The corporation may have other offices
either within or without the State of Georgia, at such place or places as the
Board of Directors may from time to time appoint or the business of the
corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS


          SECTION 1. ANNUAL MEETINGS. - Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Georgia, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of meeting.

          If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting, the stockholders entitled to vote shall elect a Board of Directors, and
they may transact such other corporate business as shall be stated in the notice
of the meeting.

          SECTION 2. OTHER MEETINGS. - Meetings of stockholders for any purpose
other than the election of directors may be held at such time and place, within
or without the State of Georgia, as shall be stated in the notice of the
meeting.

          SECTION 3. VOTING. - Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such stockholder, but no
proxy shall be voted after three years from its date unless such proxy





provides for a longer period. Upon the demand of any stockholder, the vote for
directors and the vote upon any question before the meeting, shall be by ballot.
All elections for directors shall be decided by plurality vote; all other
questions shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the law of the State of Georgia.

          A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, 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, either at a place
within the city where the meeting 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 during the whole time thereof, and may be inspected by any
stockholder who is present

          SECTION 4. QUORUM - Except as otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the corporation

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