**Exhibit3.2**

 

**As amended and restatedeffective June 9, 2004**

 

 

**BYLAWS**

 

**-of-**

 

**CREDIT SUISSE FIRST BOSTON (USA), INC.**

 

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**BYLAWS**

 

**-of-**

 

**CREDIT SUISSE FIRST BOSTON (USA), INC.**

**(herein called the “Corporation”)**

 

**ARTICLE I**

 

# **Stockholders**

 

**Section 1.01. Annual Meeting**.  If required by applicable law, an annualmeeting of stockholders shall be held for the election of directors at suchdate, time and place, either within or without the State of Delaware, or byremote communication, as may be designated by resolution of the Board ofDirectors from time to time.  Any otherproper business may be transacted at the annual meeting.

 

**Section 1.02. Special Meetings**.  Special meetings of stockholders, for anypurpose or purposes, may be called at any time by the Chief Executive Officer,the President, the Secretary, any Assistant Secretary or by resolution of theBoard of Directors.  Special meetings ofstockholders shall be held at such place, within or without the State ofDelaware, or by remote communication, as shall be fixed by the person orpersons calling the meeting and stated in the notice or waiver of notice of themeeting.

 

**Section 1.03. Notice of Meetings ofStockholders**. Whenever stockholders are required or permitted to take any action at ameeting, notice of the meeting shall be given at the direction of the person orpersons calling the meeting (unless that notice shall be waived or unless thestockholders act by consent in lieu of meeting in accordance with theprovisions of Article Seventh of the Restated Certificate of Incorporationand Section 1.09 hereof) which shall state the date, time and place, ifany, and the means of remote communication, if any, by which the stockholdersand proxy holders may be deemed to be present in person and vote at such meeting

 

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and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called.  Unlessotherwise required by law, the Restated Certificate of Incorporation or theseBylaws, a copy of the notice of any meeting shall be given, personally, bymail, or by electronic transmission not less than ten nor more than sixty daysbefore the date of the meeting, to each stockholder entitled to vote at suchmeeting.

 

When a meeting is adjourned to another time or place, if any, it shallnot be necessary to give any notice of the adjourned meeting if the time,place, if any, and the means of remote communication, if any, by which thestockholders and proxy holders may be deemed to be present in person and voteat such adjourned meeting are announced at the meeting at which the adjournmentis taken, except as provided by the General Corporation Law of the State ofDelaware, and at the adjourned meeting any business may be transacted thatmight have been transacted on the original date of the meeting.

 

**Section 1.04. Quorum**.  At all meetings of the stockholders, theholders of a majority in voting power of the stock issued and outstanding andentitled to vote thereat, present in person or by proxy, shall constitute aquorum for the transaction of any business. If, however, a majority shall not be present or represented at anymeeting of the stockholders, the stockholders entitled to vote thereat, presentin person or by proxy, shall have power, by a majority in voting power thereof,to adjourn the meeting from time to time until the requisite amount of votingstock shall be represented.  At suchadjourned meeting at which the requisite amount of voting stock shall be represented,any business may be transacted which might have been transacted at the meetingas originally noticed.

 

**Section 1.05. Organization. **Meetings of stockholders shall bepresided over by a Chairperson of the Board, if any, or in the absence of aChairperson of the Board by a Chief Executive Officer, or in the absence of aChief Executive Officer by a chairperson chosen at the meeting.  A Secretary, or in the absence of a Secretaryan Assistant Secretary, shall act as secretary of the meeting, but in theabsence of a Secretary and any Assistant Secretary the 

 

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chairperson of the meeting may appoint any person to act as secretaryof the meeting.  The order of business ateach such meeting shall be as determined by the chairperson of the meeting.  The chairperson of the meeting shall have theright and authority to adjourn a meeting of stockholders without a vote ofstockholders and to prescribe such rules, regulations and procedures and to doall such acts and things as are necessary or desirable for the proper conductof the meeting and are not inconsistent with any rules or regulations adoptedby the Board of Directors pursuant to the provisions of the RestatedCertificate of Incorporation.

 

**Section 1.06. Method of Voting**.  Voting at meetings of stockholders need notbe by written ballot.  At all meetings ofstockholders for the election of directors at which a quorum is present aplurality of the votes cast shall be sufficient to elect.  All other elections and questions presentedto the stockholders at a meeting at which a quorum is present shall, unlessotherwise provided by the Restated Certificate of Incorporation, these Bylaws,or the rules or regulations of any stock exchange applicable to the Corporationor its securities, be decided by the affirmative vote of the holders of amajority in voting power of the shares of stock of the Corporation which arepresent in person or by proxy and entitled to vote thereon.

 

**Section 1.07. Voting Rights ofStockholders and Proxies**.  Except as otherwise provided by or pursuantto the provisions of the Restated Certificate of Incorporation, eachstockholder of record entitled to vote in accordance with the laws of the Stateof Delaware, the Restated Certificate of Incorporation or these Bylaws, shall atevery meeting of the stockholders be entitled to one vote in person or by proxyfor each share of stock entitled to vote standing in his name on the books ofthe Corporation, but no proxy shall be voted on after three years from itsdate, unless the proxy provides for a longer period.  Each proxy shall be valid only for themeeting in respect of which it is given and any and all adjournments thereof.

 

**Section 1.08. Fixing Date forDetermination of Stockholders of Record**.  In order to determine the stockholdersentitled to notice of or to vote at any meeting of stockholders or anyadjournment thereof, or to express consent to corporate action in writingwithout a meeting, or 

 

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entitled to receive payment of any dividend or other distribution orallotment of any rights, or entitled to exercise any rights in respect of anychange, conversion or exchange of stock or for the purpose of any other lawfulaction, the Board of Directors may, but shall not be required to, fix, inadvance, a record date, which, in the case of determination of stockholdersentitled to vote at any meeting of stockholders or adjournment thereof, shall,unless otherwise required by law, not be more than sixty nor less than ten daysbefore the date of such meeting; in the case of determination of stockholdersentitled to express consent to corporate action in writing without a meeting,shall not be more than ten days from the date upon which the resolution fixingthe record date is adopted by the Board of Directors; and in the case of anyother action, shall not be more than sixty days prior to any such action.  If no record date is fixed by the Board ofDirectors, the record date shall be the close of business on the day on whichthe Board of Directors adopts the resolution relating to such meeting, actionby consent or other action.

 

**Section 1.09.  Consent in Lieu of Meeting**.  As provided in the Restated Certificate ofIncorporation, any corporate action, with respect to which the vote of thestockholders at a meeting thereof is required or permitted by any provision ofthe General Corporation Law of the State of Delaware, the Restated Certificateof Incorporation or these Bylaws, may be taken without that vote and meeting,and that vote and meeting may be dispensed with, if that corporate action hasbeen consented to in writing by the holders of a majority (or, if with respectto a particular corporate action the General Corporation Law of the State ofDelaware, the Restated Certificate of Incorporation or these Bylaws specifies agreater percentage, by the holders of that percentage) of the stock that wouldhave been entitled to vote upon that action if a meeting were held.  Prompt notice shall be given to allstockholders of the taking of any corporate action pursuant to the provisionsof this paragraph unless that action has been consented to in writing by theholders of all of the stock that would have been entitled to vote upon thataction if a meeting were held.

 

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**ARTICLE II**

 

#### **Directors**

 

**Section 2.01. Management of Business**.  The business of the Corporation shall bemanaged by or under the direction of its Board of Directors.  Directors need not be holders of the CommonStock of the Corporation.

 

The Board of Directors, in addition to the powers and authorityexpressly conferred upon it herein, by statute, by the Restated Certificate ofIncorporation or otherwise, is hereby empowered to exercise all such powers asmay be exercised by the Corporation, except as expressly provided otherwise bythe statutes of the State of Delaware, by the Restated Certificate ofIncorporation or by these Bylaws.

 

**Section 2.02.  Number of Directors**.The number of directors which shall constitute the whole Board shall consist ofsuch number of directors as may be fixed from time to time by the stockholdersor by the Board of Directors; provided, however, that in no case shall thenumber be less than two.

 

**Section 2.03.  Election and Term**.  The directors shall be elected at the annualmeeting of the stockholders, and each director shall be elected to hold officeuntil his successor shall be elected and qualified, or until his earlierresignation or removal.

 

**Section 2.04.  Resignations and Removal**.  Any director of the Corporation may resign atany time by giving notice, in writing or by electronic transmission, to theCorporation.  Such resignation shall takeeffect at the time specified therein, if any, or, if no time is specifiedtherein, then upon receipt of such notice by the Corporation; and, unlessotherwise provided therein, the acceptance of such resignation shall not benecessary to make it effective.

 

Anydirector may be removed at any time, with or without cause, upon theaffirmative vote of the holders of a majority in voting power of the shares ofstock of the Corporation at that time having voting power for the election ofdirectors.

 

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**Section 2.05. Vacancies and NewlyCreated Directorships**.  Vacancies and newly created directorshipsresulting from any increase in the authorized number of directors may be filledby a majority of the directors then in office, though less than a quorum, or bya sole remaining director, and the directors so chosen shall hold office untiltheir successors shall be elected and qualified, or until their earlierresignation or removal.  When one or moredirectors shall resign from the Board of Directors, effective at a future date,a majority of the directors then in office, including those who have soresigned, shall have power to fill such vacancy or vacancies, the vote thereonto take effect when such resignation or resignations shall become effective,and each director so chosen shall hold office as herein provided in the fillingof other vacancies.

 

**Section 2.06.  Quorum of Directors**.  At all meetings of the Board of Directors,one-third of the entire Board, but not less than two directors, shallconstitute a quorum for the transaction of business and the act of a majorityof the directors present at any meeting at which there is a quorum shall be theact of the Board of Directors.

 

A majority of the directors present, whether or not a quorum ispresent, may adjourn any meeting of the directors to another time and place, ifany.  Notice of any adjournment need notbe given if such time and place, if any, are announced at the meeting.

 

**Section 2.07.  Regular Meetings**.  Regular meetings of the Board of Directorsmay be held at such time, date and place, if any, within or without the Stateof Delaware, and by such means of remote communication, if any, as shall fromtime to time be fixed by the Board of Directors and no additional noticethereof shall be necessary.

 

**Section 2.08.  Special Meetings**.  Special meetings of the Board of Directorsmay be called at any time by the Chairperson of the Board, the Chief ExecutiveOfficer, the President, the Secretary, any Assistant Secretary or by resolutionof the Board of Directors.  Specialmeetings shall be held at such time, date and place, if any, within or withoutthe State of Delaware, and by 

 

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such means of remote communication, if any, as shall be fixed by theperson or persons calling the meeting and stated in the notice or waiver ofnotice of the meeting.

 

Special meetings of the Board of Directors shall be held upon notice tothe directors or waiver thereof.

 

Unlesswaived, notice of each special meeting of the directors, stating the time, dateand place, if any, of the meeting, and the means of remote communication, ifany, shall be given to each director by delivered letter or by personalcommunication either over the telephone or otherwise (including by facsimile orby electronic transmission), in each such case not later than 2 hours prior tothe meeting.  Notices of special meetingsof the Board of Directors and waivers thereof need not state the purpose orpurposes of the meeting.

 

**Section 2.09. Remote Participation in Meetings**.  Unless otherwise restricted by the RestatedCertificate of Incorporation or these Bylaws, members of the Board ofDirectors, or any committee designated by the Board, may participate in ameeting of the Board or of such committee, as the case may be, by means ofconference telephone or other communications equipment by means of which allpersons participating in the meeting can hear each other, and participation ina meeting pursuant to this bylaw shall constitute presence in person at suchmeeting.

 

**Section 2.10. Organization**.  Meetings of the Board of Directors shall bepresided over by a Chairperson of the Board, if any, or in the absence of aChairperson of the Board, by a Chief Executive Officer, or in the absence of aChief Executive Officer, by a chairperson chosen at the meeting.  A Secretary, or in the absence of a Secretaryan Assistant Secretary, shall act as secretary of the meeting, but in theabsence of a Secretary and any Assistant Secretary the chairperson of themeeting may appoint any person to act as secretary of the meeting.

 

**Section 2.11. Action Without a Meeting**.  Any action required or permitted to be takenat any meeting of the Board of Directors or of any committee thereof may betaken without a meeting if all members of the Board or Committee, as the casemay be, consent thereto in a 

 

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writing or writings or by electronic transmission or transmissions andthe writing or writings or electronic transmission or transmissions are filedwith the minutes of proceedings of the Board or committee.

 

**Section 2.12. Compensation**.  Directors shall receive such fixed sums andexpenses of attendance for attendance at each meeting of the Board or of anycommittee and/or such salary as may be determined from time to time by theBoard of Directors; provided that nothing herein contained shall be construedto preclude any director from serving the Corporation any other capacity andreceiving compensation therefor.

 

**Section 2.13. Operating Committee**.The Board of Directors may designate an Operating Committee (and maydiscontinue the same at any time) to consist of two or more of the directors ofthe Corporation.  The members shall beappointed by the Board and shall hold office during the pleasure of the Board.  The Board may designate one or more directorsas alternate members of the Committee, who may replace an absent ordisqualified member at any meeting of the Committee.  The Operating Committee, to the extentpermitted by law, shall have and may exercise all the powers of the Board ofDirectors (when the Board is not in session) in the management of the businessand affairs of the Corporation (and may authorize the seal of the Corporationto be affixed to all papers which may require it), except as otherwise providedin the resolutions of the Board of Directors appointing the members of suchOperating Committee and except that the Operating Committee shall have no power(a) to alter, amend or repeal these Bylaws or (b) to approve or adopt, orrecommend to the stockholders, any action or matter expressly required underthe General Corporation Law of the State of Delaware to be submitted tostockholders for approval.  Meetings ofthe Operating Committee may be held at such time, date and place, if any,within or without the State of Delaware, and by such means of remotecommunication, if any, as shall from time to time be fixed by the OperatingCommittee and no notice thereof shall be necessary.  A majority of the members of the OperatingCommittee shall 

 

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constitute a quorum for the transaction of the business and the act ofa majority present at which there is a quorum shall be the act of the OperatingCommittee.

 

**Section 2.14. Other Committees**.  The Board of Directors may designate one ormore other committees, each committee to consist of one or more of thedirectors of the Corporation, which, to the extent provided in the resolutionand permitted by law, shall have and may exercise the powers of the Board ofDirectors in the management of the business and affairs of the Corporation andmay authorize the seal of the Corporation to be affixed to all papers which mayrequire it.  Such committee or committeesshall have such name or names as may be determined from time to time byresolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings andreport the same to the Board of Directors when required.

 

**Section 2.15. Absence orDisqualification of Committee Members**.  Notwithstanding any other provision of theseBylaws, in the absence or disqualification of a member of a committee, themember or members present at any meeting and not disqualified from voting,whether or not the member or members present constitute a quorum, mayunanimously appoint another member of the Board of Directors to act at themeeting in the place of any such absent or disqualified member.

 

**ARTICLE III**

 

**Officers**

 

**Section 3.01. Officers**.  The Board of Directors shall elect aPresident, a Secretary and a Treasurer and it may elect such other officers asit may from time to time deem necessary or advisable.  Any person may hold two or more offices atthe same time.

 

**Section 3.02. Terms of Office**.  The officers of the Corporation shall holdtheir offices until their successors are chosen and qualified or until theirearlier resignation or removal.  Anyofficer may resign at any time upon written notice to the Corporation.

 

**Section  3.03. Removal**.Any officers, including, upon the choosing of a successor, the Chairperson ofthe Board, the Chief Executive Officer, the President, the Secretary and the 

 

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Treasurer, may be removed from office at any time by the Board ofDirectors with or without cause.

 

**Section 3.04. Authority**.The Secretary shall record all the proceedings of the meetings of thestockholders and directors in a book to be kept for that purpose, and shallhave the authority, perform the duties and exercise the powers in themanagement of the Corporation usually incident to the office held by him,and/or such other authority, duties and powers as may be assigned to him fromtime to time by the Board of Directors. The other officers and agents, if any, shall have the authority, performthe duties and exercise the powers in the management of the Corporation usuallyincident to the offices held by them, respectively, and/or such otherauthority, duties and powers as may be assigned to them from time to time bythe Board of Directors.  Any of the officers of the Corporation shallbe authorized to affix the corporate seal to any instrument, contract anddocument which shall have been duly authorized for execution under seal of theCorporation.

 

**Section 3.05. Voting Securities Owned bythe Corporation**. Powers of attorney, proxies, waivers of notice of meetings and otherinstruments relating to securities owned by the Corporation may be executed inthe name and on behalf of the Corporation by the any officer of theCorporation, and any such officer may in the name of and on behalf of the Corporationtake all such actions as any such officer may deem advisable to vote in personor by proxy at any meeting of security holders of any corporation in which thisCorporation may own securities and at any such meeting shall possess and mayexercise any and all rights and powers incident to the ownership of suchsecurities and which, as the owner thereof, the Corporation might haveexercised and possessed if present.  TheBoard of Directors may, by resolution, from time to time confer like powersupon any other person or persons.

 

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**ARTICLE IV**

 

# **Capital Stock**

 

**Section 4.01. Stock Certificates**.  Every holder of stock in the Corporationshall be entitled to have a certificate signed by, or in the name of the Corporationby, the Chairperson of the Board, or the Chief Executive Officer, or thePresident, or a Managing Director, or a Vice President, and by the Treasurer oran Assistant Treasurer, or by the Secretary or an Assistant Secretary of theCorporation, certifying the number of shares owned by him in the Corporation.

 

**Section 4.02. Transfers**.  Stock of the Corporation shall betransferable in the manner prescribed by the laws of the State of Delaware andin these Bylaws.

 

**Section 4.03. Registered Holders**.  The Corporation shall be entitled to treatthe person in whose name any share of stock or any warrant, right or option isregistered as the owner thereof for all purposes and shall not be bound torecognize any equitable or other claim to, or interest in, such share, warrant,right or option on the part of any other person, whether or not the Corporationshall have notice thereof, save as may be expressly provided otherwise by thelaws of the State of Delaware.  No transferof stock shall be valid as against the Corporation, its stockholders andcreditors for any purpose until it shall have been entered in the Stock Ledger,as required by these Bylaws, by an entry showing from and to whom transferred,save as expressly provided otherwise by the laws of the State of Delaware.

 

**Section 4.04.  Lost Certificates**.** **TheCorporation may issue a new certificate of stock in the place of anycertificate theretofore issued by it, alleged to have been lost, stolen ordestroyed, and the Corporation may require the owner of the lost, stolen ordestroyed certificate, or such owner’s legal representative, to give theCorporation a bond sufficient to indemnify it against any claim that may bemade against it on account of the alleged loss, theft or destruction of anysuch certificate or the issuance of such new certificate.

 

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##### **ARTICLE VI**

##### ** **

**Miscellaneous**

 

**Section 5.01.  Offices**.  The registered office of the Corporation inthe State of Delaware shall be at 2711 Centerville Road, Suite 400, Wilmington,Delaware.  The Corporation may also haveoffices at other places within and/or without the State of Delaware.

 

**Section 5.02. Seal**.The corporate seal shall have inscribed thereon the name of the Corporation,the year of its incorporation and the words “Corporate Seal Delaware.”

 

**Section 5.03. Checks**.  All checks or demands for money shall besigned by such person or persons as the Board of Directors may from time totime determine.

 

**Section 5.04. Fiscal Year**.  The fiscal year shall begin the first day ofJanuary in each year and shall end on the thirty-first day ofDecember of such year.

 

**Section 5.05. Waivers of Notice;Dispensing with Notice**.  Whenever any notice whatever is required tobe given under the provisions of the General Corporation Law of the State ofDelaware, the Restated Certificate of Incorporation, or these Bylaws, a waiverthereof in writing, signed by the person or persons entitled to said notice, ora waiver by electronic transmission by the person entitled to notice, whetherbefore or after the time stated therein, shall be deemed equivalentthereto.  Neither the business to betransacted at, nor the purpose of, any regular or special meeting of thestockholders need be specified in any written waiver of notice or any waiver byelectronic transmission.

 

Attendanceof a person at a meeting of stockholders shall constitute a waiver of notice ofsuch meeting, except when the stockholder attends a meeting for the expresspurpose of objecting, at the beginning of the meeting, to the transaction ofany business because the meeting is not lawfully called or convened.

 

**Section 5.06.  Amendment of Bylaws**.These Bylaws may be altered, amended or repealed, and new Bylaws may be made,by the Board of Directors.

 

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**Section 5.07.  Section Headings and StatutoryReferences**. The headings of the Articles and Sections of these Bylaws have beeninserted for convenience of reference only and shall not be deemed to be partof these Bylaws.

 

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