**Exhibit 3.2**

 

 

**BANCORPRHODE ISLAND, INC.**

 

 

(a stockcorporation

organized pursuantto the

Rhode IslandBusiness Corporation Act)

 

 

_____

 

BY-LAWS

_____

 

|                           | /s/ Margaret D. Farrell |   |
|--------------------------------|-------------------------|--------|
| Margaret D. Farrell, Secretary |

 

# As Adopted onFebruary 15, 2000

(Amended February 21,2006)

 

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**BANCORPRHODE ISLAND, INC.**

 

(the “Corporation”)

 

(a stockcorporation organized pursuant to the Rhode Island

BusinessCorporation Act)

 

 

 

BY-LAWS

 

             These By-Laws are subject to theArticles of Incorporation of the Corporation. References herein to law, the Articles of Incorporation and theseBy-Laws mean the law, the provisions of the Articles of Incorporation and theBy-Laws as from time to time in effect.

 

 

ARTICLE I

 

Offices

 

             SECTION 1.01.  Registered Office.  The registered office of the Corporationshall be at 1500 Fleet Center, Providence Rhode Island, or such other locationas the Board of Directors of the Corporation (the “Board”) may designate,subject to change as authorized by law.

 

             SECTION 1.02.  Other Offices.  The Corporation may also have an office oroffices at such places both within and without the State of Rhode Island as mayfrom time to time be determined by the Board or as the business of theCorporation may require.

 

 

ARTICLE II

 

Shareholders

 

             SECTION 2.01.  Place of Meetings.  All meetings of the shareholders of theCorporation shall be held at the principal executive offices of the Corporationin Rhode Island or at such place either within or without the State of RhodeIsland as shall be fixed by the Board and specified in the respective noticesor waivers of notice of said meetings.

 

             SECTION 2.02.  Annual Meetings.

 

             (a) The annual meeting of the shareholders for the election of directors andfor the transaction of such other business as properly may come before themeeting shall be held at the principal office of the Corporation in the Stateof Rhode Island, or such place as shall be fixed by the Board, at 10:00 a.m.,local time, on the third Wednesday in May in each year, if not a legal

 

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holiday at theplace where such meeting is to be held, and, if a legal holiday, then on thenext succeeding business day not a legal holiday at the same hour.

 

             (b) In respect of the annual meeting for any particular year, the Board may,by resolution, fix a different day, time or place (either within or without theState of Rhode Island) for the annual meeting.

 

             (c) If the election of directors shall not be held on the day designatedherein or the day fixed by the Board, as the case may be, for any annualmeeting, or on the day of any adjourned session thereof, the Board shall causethe election to occur at a special meeting to be held as soon thereafter aspracticable.  At such special meeting theshareholders may elect the directors and transact other business with the sameforce and effect as at an annual meeting duly called and held.

 

                SECTION 2.03.  Matters to be Considered at AnnualMeetings.  At an annual meeting ofshareholders, only such new business shall be conducted, and only suchproposals shall be acted upon as shall be proper subjects for shareholderaction pursuant to the Articles of Incorporation, these By-Laws, or applicablelaw and shall have been brought before the annual meeting (a) by, or at the directionof, the Board, the Chairman of the Board, or the President or (b) by ashareholder of the Corporation who complies with the notice procedures setforth in this Section 2.03.

 

                For a proposal tobe properly brought before an annual meeting by a shareholder, the shareholdermust have given timely notice thereof in writing to the Secretary of theCorporation.  To be timely, a shareholder’snotice must be received at the principal executive offices of the Corporationnot less than 60 days nor more than 150 days prior to the scheduled annualmeeting, regardless of any postponements, deferrals or adjournments of thatmeeting to a later date; provided, however, that if less than 70 days’ noticeor prior public disclosure of the date of the scheduled annual meeting is givenor made, notice by the shareholder to be timely must be so delivered orreceived not later than the close of business on the tenth day following theearlier of the day on which such notice of the date of the scheduled annualmeeting was mailed or the day on which public disclosure was made.  A shareholder’s notice to the Secretary shallset forth as to each matter the shareholder proposes to bring before the annualmeeting (a) a brief description of the proposal desired to be brought before theannual meeting and the reasons for conducting such business at the annualmeeting, (b) the name and address, as they appear on the Corporation’s books,of the shareholder proposing such business and any other shareholders known bysuch shareholder to be supporting such proposal, (c) the class and number ofshares of the Corporation’s capital stock which are beneficially owned by theshareholder on the date of such shareholder notice and by any othershareholders known by such shareholder to be supporting such proposal on thedate of such shareholder notice, and (d) any financial interest of theshareholder in such proposal.

 

                Nothing containedin this Section 2.03 shall require proxy materials distributed by themanagement of the Corporation to include any information with respect toshareholder proposals.

 

 

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                The Board mayreject any shareholder proposal not timely made in accordance with the terms ofthis Section 2.03.  If there is anInterested Shareholder (as defined below), any determinations to be made by theBoard or a designated committee thereof pursuant to the provisions of thisparagraph shall also require the concurrence of a majority of the ContinuingDirectors (as defined below) then in office.

 

                This provisionshall not prevent the consideration and approval or disapproval at the annualmeeting of reports of officers, Directors, and committees, but in connectionwith such reports, no matter shall be acted upon at such annual meeting unlessstated and filed as herein provided.

 

                As used in theseBy-Laws, the terms “Interested Shareholder” and “Continuing Director” shallhave the same respective meanings assigned to them in the Articles ofIncorporation.  Any determination ofbeneficial ownership of securities under these By-Laws shall be made in themanner specified in the Articles of Incorporation.

 

             SECTION 2.04.  Special Meetings.  A special meeting of the shareholders for anypurpose or purposes may be called at any time by the Chairman of the Board orthe President or by a majority of the Board then in office (provided, however,that if there is an Interested Shareholder, any such call by the Board shallalso require the affirmative vote of a majority of the Continuing Directorsthen in office).

 

             SECTION 2.05.  Notice of Meetings.  Except as otherwise required by law, awritten notice of each meeting of shareholders stating the place, day and hourthereof and, in the case of a special meeting, the purposes for which themeeting is called, shall be given not less than ten (10) nor more than sixty(60) days before the date of the meeting, to each shareholder of recordentitled to vote thereat either personally, by depositing it in the UnitedStates mail, postage prepaid, and addressed to such shareholder at his addressas it appears in the stock transfer books of the Corporation or in accordancewith any other method (including, without limitation, facsimile or electronictransmission) permitted by applicable law. Such notice shall be given by or atthe direction of the President, the Secretary or the officer or persons callingthe meeting.  Notice of any adjournedsession of a meeting of the shareholders shall not be required to be givenexcept when expressly required by law.  Awritten waiver of notice of any meeting of the shareholders signed by theshareholder or shareholders entitled to notice, whether before or after thetime stated therein, shall be equivalent to the giving of notice of suchmeeting (including any adjourned sessions thereof).  Neither the business to be transacted at, northe purpose of any meeting of the shareholders or any adjourned session thereofneed be specified in the written waiver of notice.  Attendance of a shareholder at a meeting orany adjourned session thereof shall constitute a waiver of notice of suchmeeting, except when the shareholder attends a meeting for the express purposeof objecting to the transaction of any business because the meeting is notlawfully called or convened.

 

             SECTION 2.06.  Quorum.

 

 

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             (a) At each meeting of the shareholders, except where otherwise provided bystatute, the Articles of Incorporation or these By-Laws, the holders ofrecord of a majority of the issued and outstanding shares of stock of theCorporation entitled to vote at such meeting, present in person or representedby a proxy, shall constitute a quorum for the transaction of business.

 

             (b) In the absence of a quorum a majority in interest of the shareholders ofthe Corporation entitled to vote, present in person or represented by proxy or,in the absence of all such shareholders, any officer entitled to preside at, oract as secretary of, such meeting, shall have the power to adjourn the meetingfrom time to time, until shareholders holding the requisite amount of stockshall be present or represented.  At anysuch adjourned meeting at which a quorum shall be present any business may betransacted which might have been transacted at the meeting as originallycalled.

 

             SECTION 2.07.  Voting.

 

             (a) Except as otherwise provided by law or by the Articles of Incorporationor these By-Laws, at every meeting of the shareholders each shareholdershall be entitled to one vote, in person or by proxy, for each share of capitalstock of the Corporation entitled to vote registered in his name on the booksof the Corporation:

 

(i)  on the date fixed pursuant to Section 6.03 ofthese By-Laws as the record date for the determination of shareholdersentitled to vote at such meeting; or

 

(ii) if no suchrecord date shall have been fixed, then the record date shall be at the closeof business on the day  on which noticeof such meeting is given.

 

             (b) Neither treasury shares, nor shares held, directly or indirectly, byanother corporation if a majority of the shares entitled to vote for theelection of directors of such corporation is held by the Corporation, shall bevoted at any meeting of shareholders; provided, however, that the foregoingshall not limit the right of the Corporation to vote stock, including but notlimited to its own stock, held in a fiduciary capacity.

 

             (c) Any shareholder entitled to vote may do so in person or by his proxyappointed by an instrument in writing subscribed by such shareholder or by hisattorney thereunto authorized,  provided,however, that no proxy shall be voted after eleven months from its date, unlesssaid proxy provides for a longer period. Proxies shall be filed with the Secretary at the meeting, or of anyadjournment thereof, before being voted. Proxies solicited on behalf of the management shall be voted as directedby the shareholder or, in the absence of such direction, as determined by amajority of the Board.  Except asotherwise limited therein, proxies shall entitle the persons authorized therebyto vote at any adjournment of such meeting, but they shall not be valid afterfinal adjournment of such meeting.  Aproxy with respect to stock held in the name of two or more persons shall bevalid if executed by one of them unless at or prior to exercise of the proxythe Secretary of the Corporation receives a specific written notice to thecontrary from any one of them.  A proxypurporting to be executed by or on behalf of a shareholder shall be deemedvalid

 

 

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unlesssuccessfully challenged at or prior to its exercise, and the burden of provinginvalidity shall rest on the challenger.

 

             (d) At all meetings of the shareholders, all matters (except where otherprovision is made by law or by the Articles of Incorporation or these By-Laws)shall be decided by the vote of a majority in interest of the shareholdersentitled to vote thereon, present in person or by proxy at such meeting, aquorum being present.  Any election byshareholders shall be determined by a plurality of votes cast, except where alarger vote is required by law, the Articles of Incorporation or theseBy-Laws.  No ballot shall be required forany election unless requested by a shareholder entitled to vote in theelection.

 

             SECTION 2.08.  Inspectors.  The Chairman of the meeting may at any timeappoint two or more inspectors to serve at any meeting of theshareholders.  Such inspectors shalldecide upon the qualifications of voters, accept and count the votes for andagainst the questions presented, report the results of such votes, andsubscribe and deliver to the secretary of the meeting a certificate stating thenumber of shares of stock issued and outstanding and entitled to vote thereonand the number of shares voted for and against the questions presented.  The inspectors need not be shareholders ofthe Corporation, and any director or officer of the Corporation may be aninspector on the question other than a vote for or against his election to anyposition with the Corporation or on any other question in which he may bedirectly interested.  Before acting asherein provided, each inspector shall subscribe an oath faithfully to executethe duties of an inspection with strict impartiality and according to the bestof his ability.

 

             SECTION 2.09.  List of Shareholders.

 

             (a) It shall be the duty of the Secretary or other office of the Corporationwho shall have charge of its stock ledger to prepare and make, or cause to beprepared and made, at least ten days before every meeting of the shareholders,a complete list of the shareholders entitled to vote thereat, arranged inalphabetical order and showing the address of each shareholder and the numberof shares registered in the name of the shareholder

 

             (b) Such list shall be produced and kept at the time and place of themeeting during the whole time thereof, and may be inspected by any shareholderwho is present.

 

             (c) The stock ledger shall beconclusive evidence as to who are the shareholders entitled to examine thestock ledger and the listing of shareholders required by this Section 2.09 onthe books of the Corporation or to vote in person or by proxy at any meeting ofshareholders.

 

ARTICLE III

 

Board of Directors

 

             SECTION 3.01.  General Powers.  The business, property and affairs of theCorporation shall be managed by the Board. In the event of a vacancy in the Board, the remaining directors,

 

 

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except asotherwise provided by law, may exercise the powers of the full Board until thevacancy is filled.

 

             SECTION 3.02.  Number, Qualification and Term of Office.

 

             (a) The number of directors of the Corporation which shall constitute thewhole Board shall be determined in accordance with the provisions of theArticles of Incorporation.  No decreasein the number of directors shall have the effect of shortening the term of anyincumbent director.

 

             (b) The Board shall be divided into three classes in accordance with theprovisions of the Articles of Incorporation, shall be nominated in accordancewith the provisions of these By-Laws, and shall be elected and shall serveterms in accordance with the provisions of the Articles of Incorporation andthese By-Laws.

 

             (c) Each director shall have such qualifications as are required by applicablelaw  Directors need not be residents ofRhode Island or shareholders of the Corporation.

 

                SECTION 3.03.  Director Nominations.  Nominations of candidates for election asdirectors at any annual meeting of shareholders may be made (a) by, or at thedirection of, a majority of the Board (unless there is an InterestedShareholder, in which case the affirmative vote of a majority of the ContinuingDirectors shall also be required) or (b) by any shareholder entitled to vote atsuch annual meeting.  Only personsnominated in accordance with the procedures set forth in this Section 3.03shall be eligible for election as directors at any annual meeting.

 

                Nominations, otherthan those made by, or at the direction of, the Board (or by the ContinuingDirectors, if required), shall be made pursuant to timely notice in writing tothe Secretary of the Corporation as set forth in this Section 3.03.  To be timely, a shareholder’s notice shall bedelivered to, or mailed and received, at the principal executive offices of theCorporation not less than 60 days nor more than 150 days prior to the date ofthe scheduled annual meeting, regardless of postponements, deferrals, oradjournments of that meeting to a later date; provided, however, that if lessthan 70 days’ notice or prior public disclosure of the date of the scheduledannual meeting is given or made, notice by the shareholder to be timely must beso delivered or received not later than the close of business on the tenth dayfollowing the earlier of the day on which such notice of the date of thescheduled annual meeting was mailed or the day on which such public disclosurewas made.  Such shareholder’s noticeshall set forth (a) as to each person whom the shareholder proposes to nominatefor election or re-election as a director and as to the shareholder giving thenotice (i) the name, age, business address and residence address of suchperson, (ii) the principal occupation or employment of such person, (iii) theclass and number of shares of the Corporation’s capital stock which arebeneficially owned by such person on the date of such shareholder notice and(iv) any other information relating to such person that is required to bedisclosed in solicitations of proxies with respect to nominees for election asdirectors, pursuant to proxy regulations promulgated under the SecuritiesExchange Act of 1934, as amended; and (b) as to the shareholder giving thenotice (i) 

 

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the name and address as they appear on the Corporation’s books, of suchshareholder and any other shareholders known by such shareholder to besupporting such nominees and (ii) the class and number of shares of theCorporation’s capital stock which are beneficially owned by such shareholder onthe date of such shareholder notice and by any other shareholders known by suchshareholder to be supporting such nominees on the date of such shareholdernotice.  At the request of the Board, anyperson nominated by, or at the direction of, the Board for election as adirector at an annual or special meeting shall furnish to the Secretary of theCorporation that information required to be set forth in the shareholder’snotice of nomination which pertains to the nominee.

 

                Nothing containedin this Section 3.03 shall require proxy materials distributed by themanagement of the Corporation to include any information with respect tonominations by shareholders.

 

                No person shall beelected as a director of the Corporation unless nominated in accordance withthe procedures set forth in this Section 3.03. Ballots bearing the names of all the persons who have been nominated forelection as directors at an annual or special meeting in accordance with theprocedures set forth in this Section 3.03 shall be provided for use at suchannual or special meeting.

 

             The Board may reject any nominationby a shareholder that is not timely made in accordance with this Section 3.03or does not satisfy any requirements of this Section 3.03 in any materialrespect.  If there is an InterestedShareholder, any determinations to be made by the Board or a designatedcommittee thereof pursuant to the provisions of this paragraph shall alsorequire the concurrence of a majority of the Continuing Directors then inoffice.

 

             SECTION 3.04.  Quorum and Manner of Acting.

 

             (a) Except as otherwise provided by statute or by the Articles ofIncorporation, a majority of the directors at the time in office shallconstitute a quorum for the transaction of business at any meeting and the affirmativeaction of a majority of the directors present at any meeting at which a quorumis present shall be required for the taking of any action by the Board.

 

             (b) In the absence of a quorum at any meeting of the Board such meeting neednot be held, or a majority of the directors present thereat or, if no directorbe present, the Secretary may adjourn such meeting from time to time untilquorum shall be present.  Notice of anyadjourned meeting need not be given.

 

             SECTION 3.05.  Offices, Place of Meeting and Records.  The Board may hold meetings, have an officeor offices and keep the books and records of the Corporation at such place orplaces within or without the State of Rhode Island as the Board may from timeto time determine.  The place of meetingshall be specified or fixed in the respective notices or waivers of noticethereof, except where otherwise provided by statute, by the Articles ofIncorporation or these By-Laws.

 

 

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             SECTION 3.06.  Annual Meeting.  The Board shall meet for the purpose oforganization, the election of offices and the transaction of other business, assoon as practicable following each annual election of directors.  Such meeting shall  be called and held at the place and timespecified in the notice or waiver of notice thereof as in the case of a specialmeeting of the Board.

 

             SECTION 3.07.  Regular Meetings. A regular meeting ofthe Board shall be held without other notice than this By-law on the same dateand at the same place as the annual meeting of shareholders, or the specialmeeting held in lieu thereof, following such meeting of shareholders.  The Board may provide by resolution, thetime, date and place for the holding of regular meetings without other noticethan such resolution, provided that notice of the first regular meetingfollowing any such determination shall be given to absent directors.  There shall be regular meetings of the Boardat a place or places fixed from time to time by the Board.

 

             Regular meetings of any committee designatedby the Board may be held without call or notice at such places within orwithout the State of Rhode Island and at such times as the Board or committeemay from time to time determine.

 

             SECTION 3.08.  Special Meetings; Notice.  Special meetings of the Board shall be heldwhenever called by the Chairman of the Board or the President or by a majorityof the directors.  Notice of each suchmeeting shall be mailed to each director, addressed to him at his residence orusual place of business, or shall  besent to him at his residence or at such place of business by telegraph, cableor other available means, at least three days before the day on which themeeting is to be held, or shall be delivered personally or by telephone orfacsimile, not later than twenty-four hours before the meeting is to beheld.  If mailed, such notice shall bedeemed to be delivered when deposited in the mail, with postage prepaidthereon.  Each such notice shall statethe time and place of the meeting but need not state the purposes thereofexcept as otherwise herein expressly provided. Notice of any such meeting need not be given to any director, however,if waived by him in writing or by telegraph, cable or otherwise, whether beforeor after such meeting shall be held.  Attendanceof a director at a meeting shall constitute a waiver of notice of the meeting,except where a director attends a meeting for the express purpose of objectingto the transaction of any business because the meeting is not lawfully calledor convened.

 

                SECTION 3.09.  Removal of Directors.  Any director (including persons elected bydirectors to fill vacancies in the Board) or the entire Board may be removed atany time, for cause, by either (i) an affirmative vote of the holders of notless than two-thirds of the outstanding shares of voting stock, taking suchaction at an annual meeting of shareholders, or at a special meeting ofshareholders duly called for such purpose, or (ii) the affirmative vote of notless than two-thirds of the directors then in office, unless at the time ofsuch action there shall be an Interested Shareholder, in which case such actionshall in addition require the affirmative vote of at least two-thirds of theContinuing Directors then in office.  Anyor all of the directors may also be removed without cause by an affirmativevote of the holders of not less than two-thirds of the outstanding shares ofvoting stock, taking such action at an annual meeting of shareholders, or at aspecial meeting of shareholders duly called for such purpose.

 

 

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             SECTION 3.10.  Resignation.  Any director of the Corporation may resign atany time by giving written notice of his resignation to the Board, to theChairman of the Board or the President of the Corporation.  Such resignation shall take effect at thedate of receipt of such notice or at any later time specified therein; and,unless otherwise specified therein, the acceptance of such resignation shall notbe necessary to make it effective.

 

             SECTION 3.11.  Vacancies.  Vacancies and newly created directorshipsshall be filled only by the affirmative vote of a majority of the Board then inoffice, although less than a quorum, unless at the time of such action thereshall be an Interested Shareholder, in which case such action shall in additionrequire the affirmative vote of at least two-thirds of the Continuing Directorsthen in office.

 

             SECTION 3.12.  Compensation.  Each director, in consideration of hisserving as such, may be entitled to receive from the Corporation such amountper annum or such fees for attendance at meetings of the Board and its committees, or both, together withreimbursement for the reasonable expenses incurred by such director inconnection with the performance of his duties ,as the Board shall from time totime determine, provided that nothing herein contained shall be construed topreclude any director from serving the Corporation or its subsidiaries in anyother capacity and receiving proper compensation therefor.

 

             SECTION 3.13.  Action Without a Meeting.  Except as may otherwise be provided by theArticles of Incorporation or these By-laws, any action required to be taken atany meeting of the Board, or any action which may be taken at a meeting of theBoard or a committee thereof, may be taken without a meeting if a consent inwriting, setting forth the action to be taken, is signed before or after suchaction by all of the members of the Board or of such committee, as the case maybe.  Such consent shall have the sameeffect as a unanimous vote for all purposes, and may be stated as such in anycertificate or other document filed with the Secretary of State or retained inthe Corporation’s records.

 

             SECTION 3.14.  Telephone Meetings.  Members of the Board or any committeedesignated by the Board may participate in a meeting of such Board or committeeby means of conference telephone or similar communications equipment by means of which all persons participating inthe meeting can hear each other.

 

             SECTION 3.15.  Presumption of Assent.  A director of the Corporation who is presentat a meeting of the Board at which action on any Corporation matter is takenshall be presumed to have assented to the action taken unless his dissent orabstention has been entered in the minutes of the meeting or unless he hasfiled a written dissent to such action with the person acting as the Secretaryof the meeting before the adjournment thereof or has forwarded such dissent byregistered mail to the Secretary of the Corporation within five (5) days afterthe date such dissenting director receives a copy of the minutes of themeeting.  Such right to dissent shall notapply to a director who voted in favor of such action.

 

 

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ARTICLE IV

 

Committees

 

             SECTION 4.01.  Board Committees.  The Board by resolution passed by a majorityof the whole Board, shall elect from its number an Executive Committee, whichshall consist of five or more directors. Except as provided by Rhode Island law, during the interval between themeetings of the Board, the Executive Committee shall possess and may exerciseall the powers of the Board in the management and direction of all the businessand affairs of the Corporation (except the matters assigned by the Board to anyother committee of the Board), in such manner as the Executive Committee shalldeem in the best interests of the Corporation in all cases in which specificdirections shall not have been given by the Board.

 

             The Board may, from time to time,by resolution passed by a majority of the whole Board, designate one or moreother committees as the Board may determine, each committee to consist of twoor more directors of the Corporation. The Board may delegate to such committees in the respective resolutionappointing such committee or a committee charter approved by a majority of thewhole Board some or all of its powers except those which by law, by theArticles of Incorporation or by these By-laws may not be delegated.  Any such committee, to the extent provided inthe resolution or in these By-Laws and as permitted by applicable law,shall have and may exercise the powers of the Board in the management of thebusiness and affairs of the Corporation.

 

             A majority of all the members ofany such committee may determine its action and fix the time and place of itsmeetings, unless the Board shall otherwise provide.  The Board shall have the power to change themembers of any committee at any time, to fill vacancies and to discharge anysuch committee, either with or without cause, at any time.

 

             SECTION 4.02.  Alternates.  The Board may, by resolution passed by amajority of the whole Board, designate one or more directors as alternatemembers of any committee who may replace any absent or disqualified member atany meeting of the committee; provided, however, that in the absence of anysuch designation of alternates the member or members of any committee presentat any meeting and not disqualified from acting, whether or not he or theyconstitute a quorum, may unanimously appoint another member of the Board to actat the meeting in the place of any absent or disqualified member.

 

             SECTION 4.03.  Additional Committees.  The Board may from time to time create suchadditional advisory committees of directors, officers, employees or otherpersons designated by it (or any combination of such persons) for the purposeof advising with the Board and the officers and employees of the Corporation inall such matters as the Board shall deem advisable and with such functions andduties as the Board shall by resolutions prescribe.

 

             A majority of all the members ofany such committee may determine its action and fix the time and place of itsmeetings, unless the Board shall otherwise provide.  The Board shall have

 

 

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power to changethe members of any committee at any time to fill vacancies and to discharge anysuch committee, with or without cause, at any time.

 

 

ARTICLE V

 

Officers

 

             SECTION 5.01.  Number.  The officers of the Corporation shall includea Chairman of the Board and one or more Vice Chairmen of the Board (if electedpursuant to Section 5.07), a President, a Treasurer and a Secretary and suchother officers, if any, including, without limitation, a Chief ExecutiveOfficer, a Chief Operating Officer, and one or more Vice Presidents (the numberthereof and variations in title to be determined by the Board),  as the Corporation may find necessary for themanagement of its affairs.  In addition,there may be such other or subordinate officers, agents and employees as may beappointed in accordance with the provisions of Section 5.03.  Any two or more offices may be held by thesame person.

 

             SECTION 5.02.  Election, Qualification and Term of Office.  The officers of the Corporation shall firstbe elected by its subscribers or by the initial Board.  Thereafter, each officer of the Corporation,except such officers as may be appointed in accordance with the provisions ofSection 5.03, shall be elected annually by the Board and shall hold officeuntil his successors shall have been duly elected and qualified, or until hisdeath, or until he shall have resigned or shall have been removed in the mannerherein provided. Each officer and employee of the Corporation required by lawto be bonded shall be bonded in such form and in such amount, and with suchfilings or notices, as may be required by law. Any officer may be required by the Board to secure the faithfulperformance of his duties to the Corporation by giving bond in such amount andwith sureties or otherwise as the Board may determine.  The Chairman of the Board and the Presidentmay serve and remain as directors. Election or appointment of an officer, employee or agent shall not ofitself create contract rights to continued employment or otherwise.  The Board may authorize the Corporation toenter into an employment contract with any officer in accordance with governinglaw or regulation, but no such contract right shall preclude the Board fromexercising its right to remove any officer at any time in accordance withSection 5.04 hereof.

 

             SECTION 5.03.  Other Officers.  The Corporation may have such other officers,agents, and employees as the Board may deem necessary, including a Controller,one or more Assistant Controllers, one or more Assistant Treasurers and one ormore Assistant Secretaries, each of whom shall hold office for such period,have such authority, and perform such duties as the Board, the Chairman of theBoard or the President may from time to time determine.  The Board may delegate to any principalofficer the power to appoint or remove any such subordinate officers, agents oremployees.

 

             SECTION 5.04.  Removal.  Any officer may be removed, either with orwithout cause, by the vote of a majority of the whole Board or, except in caseof any officer elected by the Board, by any committee or officer upon whom thepower of removal may be conferred by the Board

 

 

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(provided,however, that if there is an Interested Shareholder, any such removal shallalso require the affirmative vote of a majority of the Continuing Directorsthen in office).

 

             SECTION 5.05.  Resignation.  Any officer may resign at any time by givingwritten notice to the Board, the Chairman of the Board or the President.  Any such resignation shall take effect at thedate of receipt of such notice or at any later time specified therein; and,unless otherwise specified therein, the acceptance of such resignation shallnot be necessary to make it effective.

 

             SECTION 5.06.  Vacancies.  A vacancy in any office because of death,resignation, removal, disqualification or any other case shall be filled forthe unexpired portion of the term in the manner prescribed in these By-Lawsfor regular election or appointment to such office.

 

             SECTION 5.07.  Chairman and Vice Chairmen of the Board.  The Board may annually elect a Chairman ofthe Board and one or more Vice Chairmen of the Board (the number thereof andvariations in title to be determined by the Board of Directors). The Chairmanof the Board and any Vice Chairman shall have the duties and powers specifiedin these By-Laws and as may be determined by the Board.  The Chairman shall, when present, preside atall meetings of the Board and at all meetings of the shareholders.  In the absence of the Chairman of the Board,the Vice Chairman or if more than one Vice Chairman has been elected, the mostsenior Vice Chairman (determined by title or in order of election) shall, whenpresent, preside at all meetings of the Board of Directors and at all meetingsof the shareholders.

 

             SECTION 5.08. President.  Except as the Board shall otherwisedetermine, the President shall have general supervision and control of theCorporation’s business, subject to the control of the Board.  If there be no Chairman of the Board or, inthe absence of the Chairman of the Board and any Vice Chairman of the Board,the President shall preside at all meetings of the Board and at all meetings ofthe shareholders and shall have such additional powers and shall performfurther duties as may from time to time be assigned to him or her by the Board.

 

             SECTION 5.09.  Treasurer.  Except as the Board shall otherwisedetermine, the Treasurer shall be the Chief Financial Officer of the Corporationand shall be in charge of its funds, and shall have such other duties andpowers as may be designated from time to time by the Board or the President.

 

             Any Assistant Treasurers shall havesuch duties and powers as shall be designated from time to time by the Board,the President or the Treasurer.

 

             SECTION 5.10.  Vice Presidents.  Each Vice President shall have such powersand perform such duties as the Board may from time to time prescribe or asshall be assigned to him by the President.

 

             SECTION 5.11.  Secretary.  The Secretary shall record or cause to berecorded in books provided for the purpose the minutes of the meeting of theshareholders, the Board, and all committees of which a secretary shall not havebeen appointed; shall see that all notices are duly given in accordance withthe provisions of these By-Laws and as required by law; shall be

 

 

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custodian of allcorporate records (other than financial) and of the seal of the Corporation andsee that the seal is affixed to all documents the execution of which on behalfof the Corporation under its seal is duly authorized in accordance with theprovisions of these By-Laws; shall keep, or cause to be kept, the list ofshareholders as required by Section 2.10, which shall include the post-officeaddresses of the shareholders and the number of shares held by them,respectively, and shall make or cause to be made, all proper changes therein;shall see that the books, reports, statements, certificates and all otherdocuments and records required by law are properly kept and filed; and, ingeneral, shall perform all duties incident to the office of Secretary and suchother duties as may from time to time be assigned to him by the Board or thePresident.

 

             Any Assistant Secretaries shallhave such duties and powers as shall be designated from time to time by theBoard, the President or the Secretary.

 

             SECTION 5.12.  Compensation.  The compensation of the executive officers ofthe Corporation shall be fixed from time to time by the Board or a committee towhom the Board has delegated such authority, except that the Board or suchcommittee may delegate to the Chief Executive Officer the power to fix thecompensation of any executive officer, except the Chief Executive Officer ofthe Corporation.  No officer shall beprevented from receiving a salary by reason of the fact that he is also adirector of the Corporation.

 

# ARTICLEVI

 

## Booksand Records

 

             SECTION 6.01.  Place. The books and records of the Corporation may be kept at such placeswithin or without the State of Rhode Island, as the Board may from time to timedetermine.  The stock record books andthe blank stock certificate books shall be kept by the Secretary or by anyofficer or agent designated by the Board.

 

             SECTION 6.02.  Addresses of Shareholders.  Each shareholder shall furnish to theSecretary of the Corporation or to the transfer agent of the Corporation anaddress at which notices of meetings and all other corporate notices may beserved upon or mailed to him, and if any shareholder shall fail to designatesuch address, corporate notices may be served upon him by mail, postageprepaid, to him at his post office address last known to the Secretary of theCorporation or to the transfer agent of the Corporation or by transmitting anotice thereof to him at such address by telegraph, cable or other availablemethod.

 

             SECTION 6.03.  Record Dates.  The Board may fix in advance a date, notexceeding sixty days preceding the date of any meeting of shareholders, or thedate for the payment of any dividend, or the date for the allotment of anyrights, or the date when any change or conversion or exchange of capital stockof the Corporation shall go into effect, or a date in connection with obtainingsuch consent, as a record date for the determination of the shareholdersentitled to notice of, and to vote at any such meeting or any adjournmentthereof, or entitled to receive payment of any such dividend, or to any suchallotment of rights, or to exercise the rights in respect of any change,conversion or exchange of capital stock of the Corporation, or to give such

 

 

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consent, and ineach such case such shareholders and only such shareholders as shall beshareholders of record on the date so fixed shall be entitled to notice of, orto vote at, such meeting and any adjournment thereof, or to receive payment ofsuch dividend, or to receive such allotment of rights, or to exercise suchrights or to give such consent, as the case may be, notwithstanding anytransfer of any stock on the books of the Corporation after any such recorddate fixed as aforesaid.

 

             SECTION 6.04.  Audit of Books and Accounts.  The books and accounts of the Corporationshall be audited at least once in each fiscal year by certified publicaccountants of good standing, elected by the Board upon the recommendation ofthe Corporation’s Audit Committee.

 

 

ARTICLE VII

 

Shares and TheirTransfer

 

             SECTION 7.01.  Certificates of Stock.  Every owner of stock of the Corporation shallbe entitled to have a certificate certifying the number of shares owned by himin the Corporation and designating the class of stock to which such sharesbelong, which shall otherwise be in such form as the Board shallprescribe.  Each such certificate shallbe signed by the Chairman of the Board or the President or a Vice President andthe Treasurer or any Assistant Treasurer or the Secretary or any AssistantSecretary of the Corporation and may be sealed with the seal of the Corporationor a facsimile thereof.  Any or all ofthe signatures on the certificate may be a facsimile.  In case an officer, transfer agent, orregistrar who has signed or whose facsimile signature has been placed on suchcertificate shall have ceased to be such officer, transfer agent, or registrarbefore such certificate is issued, it may be issued by the Corporation with thesame effect as if he were such officer, transfer agent, or registrar at thedate of its issue.  No certificate shallbe issued for any share until such share is fully paid.

 

             SECTION 7.02.  Record.  A record shall be kept of the name of theperson, firm or corporation owning the stock represented by each certificate ofstock of the Corporation issued, the number of shares represented by each suchcertificate, and the date thereof, and, in the case of cancellation, the dateof cancellation.  The person in whosename shares of stock stand on the books of the Corporation shall be deemed theowner thereof for all purposes as regards the Corporation.

 

             SECTION 7.03.  Transfer of Stock.  Subject to the restrictions, if any, statedor noted on the stock certificates, shares of stock may be transferred on thebooks of the Corporation by the surrender to the Corporation or its transferagent of the certificate therefor properly endorsed or accompanied by a writtenassignment and power of attorney properly executed, with necessary transferstamps affixed, and with such proof of the authenticity of signature as theBoard or the transfer agent of the Corporation may reasonably require.  Except as may be otherwise required by law,by the Articles of Incorporation or by these By-Laws, the Corporation shall beentitled to treat the record holder of stock as shown on its books as the ownerof such stock for all purposes,

 

 

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including thepayment of dividends and the right to receive notice and to vote or to give anyconsent with respect thereto and to be held liable for such calls and assessments,if any, as may lawfully be made thereon, regardless of any transfer, pledge orother disposition of such stock until the shares have been properly transferredon the books of the Corporation.

 

             It shall be the duty of eachshareholder to notify the Corporation of the post office address of suchshareholder.

 

             SECTION 7.04.  Transfer Agent and Registrar; Regulations.  The Corporation shall, if and whenever theBoard shall so determine, maintain one or more transfer offices or agencies,each in charge of a transfer agent designated by the Board, where the shares ofthe capital stock of the Corporation shall be directly transferable, and alsoif and whenever the Board shall so determine, maintain one or more registryoffices, each in charge of a registrar designated by the Board, where suchshares of stock shall be registered.  TheBoard may make such rules and regulations as it may deem expedient, notinconsistent with these By-Laws, concerning the issue, transfer andregistration of certificates for shares of the capital stock of theCorporation.

 

             SECTION 7.05.  Lost, Destroyed or Mutilated Certificates.  In case of the alleged loss or destruction orthe mutilation of a certificate representing capital stock of the Corporation,a new certificate may be issued in place thereof, in the manner and upon suchterms as the Board may prescribe.

 

             SECTION 7.06  Issuance of Capital Stock.  The Board shall have the authority to issueor reserve for issue from time to time the whole or any part of the capitalstock of the Corporation which may be authorized from time to time, to suchpersons or organizations, for such consideration, whether cash, property,services or expenses, and on such terms as the Board may determine, subject toapplicable law, including without limitation, the granting of options, warrantsor conversion or other rights to subscribe to said capital stock.

 

ARTICLE VIII

 

## Seal

 

             The Board shall have the power toadopt and alter the seal of the Corporation.

 

ARTICLE IX

 

Fiscal Year

 

             Except as otherwise determined bythe Board, the fiscal year of the Corporation shall be the twelve months endedDecember 31st.

 

 

# ARTICLE X

 

 

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Indemnification

 

             (a) The Corporation shall indemnify, in the manner and to the full extentpermitted by law, any person (or the personal representative of any person) whoat any time serves or shall have served as a director of the Corporation, andthe Board shall be authorized to cause the Corporation to indemnify, in the mannerand to the full extent permitted by law, any person (or the personalrepresentative of any person) who at any time serves or shall have served as anofficer, employee or agent of the Corporation, against and for any and allclaims and liabilities to which he may be or become subject by reason of suchservice, and any person who was or is a party or is threatened to be made aparty to any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative (other than an actionby or in the right of the Corporation) by reason of the fact that he is or wasa director, officer, employee or agent of the Corporation, or is or was servingat the request of the Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise,against expenses (including attorneys’ fees), judgments, fines and amounts paidin settlement actually and reasonably incurred by him in connection with suchaction, suit or proceeding if he acted in good faith and in a manner hereasonably believed to be in or not opposed to the best interests of theCorporation, and, with respect to any criminal action or proceeding, had noreasonable cause to believe his conduct was unlawful.  The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumptionthat the person did not act in good faith and in a manner which he reasonablybelieved to be in or not opposed to the best interests of the Corporation, and,with respect to any criminal action or proceeding, had reasonable cause tobelieve that his conduct was unlawful.

 

             (b) The Corporation shall indemnify, in the manner and to the full extentpermitted by law, any person who was or is a party or is threatened to be madea party to any threatened, pending or completed action or suit by or in theright of the Corporation to procure a judgment in its favor by reason of thefact that he (or the personal representative of any person) is or was adirector of the Corporation, and the Board shall be authorized to cause theCorporation to indemnify, in the manner and to the full extent permitted bylaw, any person who was or is a party or is threatened to be made a party toany threatened, pending or completed action or suit by or in the right of theCorporation to procure a judgment in its favor by reason of the fact that he isor was an officer, employee or agent of the Corporation or is or was serving atthe request of the Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseagainst expenses (including attorneys’ fees) actually and reasonably incurredby him in connection with the defense or settlement of such action or suit ifhe acted in good faith and in a manner he reasonably believed to be in or notopposed to the best interests of the Corporation and except that no suchindemnification shall be made in respect of any claim, issue or matter as towhich such person shall have been finally adjudged to be liable to theCorporation, unless and only to the extent that the court in which such actionor suit was brought shall determine upon application that, despite theadjudication of liability but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnify for such expenseswhich such court shall deem proper.

 

 

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             (c) To the extent that a director, officer, employee or agent of theCorporation shall be successful on the merits or otherwise in defense of anyaction, suit or proceeding referred to in paragraphs (a) and (b), or in defenseof any claim, issue or matter therein, he shall be indemnified, in the mannerand to the full extent permitted by law, against expenses (including attorneys’fees) actually and reasonably incurred by him in connection therewith.

 

             (d) Any indemnification under paragraphs (a) and (b) (unless ordered by acourt) shall be made by the Corporation only as authorized in the specific caseupon a determination that indemnification of the directors, officer, employeeor agent is proper in the circumstances because he has met the applicablestandard of conduct set forth in paragraphs (a) and (b).  Such determination shall be made (1) by theBoard by a majority vote of a quorum consisting of directors who were notparties to such action, suit or proceeding, or (2) if a quorum cannot be obtained,by a majority vote of a committee of the Board, duly designated to act in thematter by a majority vote of the full Board (in which designation Directors whoare parties to such action, suit or proceeding may participate) consistingsolely of two or more directors not at the time parties to such action, suit orproceeding, or (3) if such a quorum is not obtainable, by independent legalcounsel in a written opinion, or (4) by the shareholders.

 

             (e) Expenses incurred in defending a civil or criminal action, suit orproceeding may be paid by the Corporation in advance of the final dispositionof such action, suit or proceeding as authorized by the Board in the mannerprovided in paragraph (d) upon receipt of (1) a written affirmation by theDirector of his good faith belief that he has met the standard of conductnecessary for indemnification by the Corporation pursuant to applicable law and(2) an undertaking by or on behalf of the directors, officer, employee or agentto repay such amount unless it shall ultimately be determined that he isentitled to be indemnified by the Corporation as authorized in this Article X.

 

             (f) The indemnification provided by this Article X shall not be deemedexclusive of any other rights to which those indemnified may be entitled underany agreement, vote of shareholders or disinterested directors or otherwise,both as to action in his official capacity and as to action in another capacitywhile holding such office, and shall continue as to a person who has ceased to bea director, officer, employee or agent and shall inure to the benefit of theheirs, executors and administrators.

 

             (g) The Board may authorize, by a vote of a majority of the full Board, theCorporation to purchase and maintain insurance on behalf of any person who isor was a director, officer, employee or agent of the Corporation, or is or wasserving at the request of the Corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or otherenterprise against any liability asserted against him and incurred by him inany such capacity, or arising out of his status as such, whether or not theCorporation would have the power to indemnify him against such liability underthe provisions of this Article X.

 

             (h) For purposes of this Article X, references to “the Corporation” shallinclude, in addition to the resulting corporation, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation ormerger which, if its separate existence had continued,

 

 

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would have hadpower and authority to indemnify its directors, officers, and employees oragents, so that any person who is or was a directors, officer, employee oragent of such constituent corporation, or is or was serving at the request ofsuch constituent corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise,shall stand in the same position under the provisions of this Article X withrespect to the resulting or surviving corporation as he would have with respectto such constituent corporation if its separate existence had continued.

 

             (i) For purposes of this Article X, references to “other enterprises” shallinclude employee benefit plans; references to “fines” shall include any excisetaxes assessed on a person with respect to any employee benefits plan; andreferences to “serving at the request of the Corporation” shall include anyservice as a director, officer, employee or agent of the Corporation whichimposes duties on, or involves services by, such director, officer, employee oragent with respect to an employee benefit plan, its participants, orbeneficiaries; and a person who acted in good faith and in a manner hereasonably believed to be in the interest of the participants and beneficiariesof an employee benefit plan shall be deemed to have acted in a manner “notopposed to the best interests of the Corporation” as referred to in thisArticle X.

 

 

ARTICLE XI

 

## CertainOperating Provisions

 

 

             SECTION 11.01. Execution ofContracts. Unless the Board shall otherwise determine, the Chairman of theBoard, the President, or the Treasurer may enter into any contract or executeany contract or other instrument, the execution of which is not otherwisespecifically provided for, in the name and on behalf of the Corporation andsuch contract may be attested by the Secretary or any Assistant Secretary.  The Board, or any committee designated therebywith power so to act, except as otherwise provided in these By-Laws, mayauthorize any other or additional officer or officers or agent or agents of theCorporation to enter into any contract or execute and deliver any instrument inthe name and on behalf of the Corporation, and such authority may be general orconfined to specific instances.  Unlessauthorized so to do by these By-Laws or by the Board or by any suchcommittee, no officer, agent or employee shall have any power or authority tobind the Corporation by any contract or engagement or to pledge its credit orto render it liable pecuniarily for any purpose or to any amount.

 

             SECTION 11.02  Conveyances and Foreclosures. Unlessotherwise provided by law or the Board, the Chairman of the Board, thePresident, any Vice President, any Assistant Vice President, the Treasurer, anyVice Treasurer, and any Assistant are authorized and empowered severally toexecute, acknowledge and deliver, in the name and on behalf of the Corporation,whenever authorized by the Board or the Executive Committee by general orspecific vote, all deeds and conveyances of real estate, all assignments,extensions, releases, partial releases and discharges of mortgages, and allassignments and transfers of bonds and other securities, and in

 

 

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connection withany of the foregoing said officers are authorized and empowered severally torelease or assign the interest of the Corporation in any policy of insuranceheld by it.

 

             Unless otherwise provided by law orthe Board, in the event of a breach of condition of any mortgage held by theCorporation, the Chairman of the Board, the President, any Vice President, anyAssistant Vice President, the Treasurer, any Vice Treasurer, and any AssistantTreasurer are authorized and empowered severally, in the name and on behalf ofthe Corporation, whenever authorized by the Executive Committee or by the Boardby general or specific vote, to make entry for the purpose of taking possessionof the mortgaged property or of foreclosing such mortgage and to perform anyand all acts necessary or proper to consummate such foreclosure and effect thedue execution of any power of sale contained in such mortgage, including theexecution, acknowledgment and delivery of all deeds and instruments ofconveyance to the purchaser and the execution of all affidavits andcertificates required by law or deemed necessary by any of such officers.

 

             SECTION 11.03  Voting of Securities.  Unless otherwise provided by the Board, theChairman of the Board, the President or Treasurer may waive notice of and acton behalf of the Corporation, or appoint another person or persons to act asproxy or attorney in fact for the Corporation with or without discretionarypower and/or power of substitution, at any meeting of shareholders orshareholders of any other organization, any of whose securities are held by theCorporation.

 

ARTICLE XII

 

Amendments

 

             These By-Laws may be altered,amended or repealed, in whole or in part, and new By-Laws may be adopted,in whole or in part only as provided in the Articles of Incorporation.

 

 

 

 

 

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