**OSAGE BANCSHARES, INC.**

 

**BYLAWS, AS AMENDED**

 

**ARTICLE I**

 

**Principal Office**

 

The principal office of Osage Bancshares, Inc. (herein the            “Corporation”) shall be at 239 East Main Street, Pawhuska, Oklahoma            74056.

 

**ARTICLE II**

 

**Stockholders**

 

**SECTION 1. Place of Meetings**. All annual            and special meetings of stockholders shall be held at the home office of the            Corporation or at such other place within or without the state in which the home office            of the Corporation is located as the board of directors may determine and as designated            in the notice of such meeting.

 

**SECTION 2. Annual Meeting**. A meeting of the            stockholders of the Corporation for the election of directors and for the transaction            of any other business of the Corporation shall be held annually on the third Wednesday            of November, if not a legal holiday, and if a legal holiday, then on the next day            following which is not a legal holiday, at 1:00 p.m., or at such other date and time            within the 31-day period beginning on such date as the board of directors may            determine.

 

**SECTION 3. Special Meetings**. Special            meetings of the stockholders for any purpose or purposes may be called at any time by            the President, the Chairman, a majority of the board of directors or by a committee of            the board of directors in accordance with the provisions of the Corporation’s            Articles of Incorporation or a special meeting maybe called by the secretary of the            Corporation upon the written request of the holders of not less than a majority of all            votes entitled to be cast at the meeting. Such written request shall state the purpose            or purposes of the meeting and the matters proposed to be acted on at the meeting and            shall be delivered at the home office of the Corporation addressed to the chairman of            the board, the president or the secretary. The secretary shall inform the stockholders            who make the request of the reasonably estimated cost of preparing and mailing a notice            of the meeting and, upon payment of these costs to the Corporation, the secretary shall            then notify each stockholder entitled to notice of the meeting.

 

**SECTION 4. Conduct of Meetings**. Annual and            special meetings shall be conducted in accordance with the rules and procedures            established by the board of directors. The board of directors shall designate, when            present, either the chairman of the board or president to preside at such            meetings.

 

**SECTION 5. Notice of Meeting**. Written            notice stating the place, day and hour of the meeting and the purpose or purposes for            which the meeting is called shall be mailed by the secretary or the officer performing            his duties, not less than ten days nor more than ninety days before the meeting to each            stockholder of record entitled to vote at such meeting. If mailed, such notice shall be            deemed to be delivered when deposited in the United States mail, addressed to the            stockholder at his address as it appears on the stock transfer books or records of the            Corporation as of the record date prescribed in Section 6 of this Article II, with            postage thereon prepaid. If a stockholder be present at a meeting, or in writing waive            notice thereof before or after the meeting, notice of the meeting to such stockholder            shall be unnecessary. When any stockholders’ meeting, either annual or special,            is adjourned for thirty days or

 

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more, notice of the adjourned meeting shall be given as in the case of            an original meeting. It shall not be necessary to give any notice of the time and place            of any meeting adjourned for less than thirty days or of the business to be transacted            at such adjourned meeting, other than an announcement at the meeting at which such            adjournment is taken.

 

**SECTION 6. Fixing of Record Date**. For the            purpose of determining stockholders entitled to notice of or to vote at any meeting of            stockholders, or any adjournment thereof, or stockholders entitled to receive payment            of any dividend, or in order to make a determination of stockholders for any other            proper purpose, the board of directors shall fix in advance a date as the record date            for any such determination of stockholders. Such date in any case shall be not more            than ninety days, and in case of a meeting of stockholders, not less than ten days            prior to the date on which the particular action, requiring such determination of            stockholders, is to be taken. When a determination of stockholders entitled to vote at            any meeting of stockholders has been made as provided in this section, such            determination shall apply to any adjournment thereof.

 

**SECTION 7. Voting Lists**. The officer or            agent having charge of the stock transfer books for shares of a Corporation shall make,            at least ten days before each meeting of stockholders, a complete record of the            stockholders entitled to vote at such meeting or any adjournment thereof, arranged in            alphabetical order, with the address of and the number of shares held by each. The            record, for a period of ten days before such meeting, shall be kept on file at the            principal office of the Corporation. The original stock transfer books shall be prima            facie evidence as to who are the stockholders entitled to examine such record or            transfer books or to vote at any meeting of stockholders.

 

**SECTION 8. Quorum**. A majority of the            outstanding shares of the Corporation entitled to vote, represented in person or by            proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority            of the outstanding shares are represented at a meeting, a majority of the shares so            represented may adjourn the meeting from time to time without further notice. At such            adjourned meeting at which a quorum shall be present or represented, any business may            be transacted which might have been transacted at the meeting as originally notified.            The stockholders present at a duly organized meeting may continue to transact business            until adjournment, notwithstanding the withdrawal of enough stockholders to leave less            than a quorum.

 

**SECTION 9. Proxies**. At all meetings of            stockholders, a stockholder may vote by proxy executed in writing by the stockholder or            by his duly authorized attorney in fact. Proxies solicited on behalf of the management            shall be voted as directed by the stockholder or, in the absence of such direction, as            determined by a majority of the board of directors. No proxy shall be valid after            eleven months from the date of its execution unless otherwise provided in the            proxy.

 

**SECTION 10. Voting**. Unless otherwise            provided in the Articles of Incorporation, at each election for directors every            stockholder entitled to vote at such election shall be entitled to one vote for each            share of stock held by him. Unless otherwise provided in the Articles of Incorporation,            by statute, or by these Bylaws, a majority of those votes cast by stockholders at a            lawful meeting shall be sufficient to pass on a transaction or matter. A plurality of            all the votes cast at a meeting at which a quorum is present is sufficient to elect a            director.

 

**SECTION 11. Voting of Shares in the Name of Two or More            Persons**. When ownership of stock stands in the name of two or            more persons, in the absence of written directions to the Corporation to the contrary,            at any meeting of the stockholders of the Corporation any one or more of such            stockholders may cast, in person or by proxy, all votes to which such ownership is            entitled. In the event an attempt is made to cast conflicting votes, in person or by            proxy, by the several persons in whose name shares of stock stand, the vote or votes to            which these persons are entitled shall be cast as directed by a majority of

 

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those holding such stock and present in person or by proxy at such            meeting, and if more than one person votes and the vote is evenly split on any            particular matter, then (i) each faction may vote the stock in question proportionally;            or (ii) any person voting the stock or any beneficiary may apply to a court of            competent jurisdiction to appoint an additional person to act with the persons voting            the stock and the stock shall then be voted as determined by a majority of those            persons and the person appointed by the court.

 

**SECTION 12. Voting of Shares by Certain            Holders**. Shares standing in the name of another corporation            may be voted by any officer, agent or proxy as the bylaws of such corporation may            prescribe, or, in the absence of such provision, as the board of directors of such            corporation may determine. Shares held by an administrator, executor, guardian or            conservator may be voted by him, either in person or by proxy, without a transfer of            such shares into his name.

 

Shares standing in the name of a trustee may be voted by him, either in            person or by proxy, but no trustee shall be entitled to vote shares held by him without            a transfer of such shares into his name. Shares standing in the name of a receiver may            be voted by such receiver, and shares held by or under the control of a receiver may be            voted by such receiver without the transfer thereof into his name if authority to do so            is contained in an appropriate order of the court or other public authority by which            such receiver was appointed.

 

A stockholder whose shares are pledged shall be entitled to vote such            shares until the shares have been transferred into the name of the pledgee and            thereafter the pledgee shall be entitled to vote the shares so transferred.

 

Neither treasury shares of its own stock held by the Corporation, nor            shares held by another corporation, if a majority of the shares entitled to vote for            the election of directors of such other corporation are held by the Corporation, shall            be voted at any meeting or counted in determining the total number of outstanding            shares at any given time for purposes of any meeting.

 

**SECTION 13. Inspectors of Election**. In            advance of any meeting of stockholders, the board of directors may appoint any persons,            other than nominees for office, as inspectors of election to act at such meeting or any            adjournment thereof. The number of inspectors shall be either one or three. If the            board of directors so appoints either one or three inspectors, that appointment shall            not be altered at the meeting. If inspectors of election are not so appointed, the            chairman of the board or the president may, or on the request of not fewer than 10            percent of the votes represented at the meeting shall, make such appointment at the            meeting. If appointed at the meeting the majority of the votes present shall determine            whether one or three inspectors are to be appointed. In case any person appointed as            inspector fails to appear or fails or refuses to act, the vacancy may be filled by            appointment by the board of directors in advance of the meeting or at the meeting by            the chairman of the board or the president.

             

Unless otherwise prescribed by applicable law, the duties of such            inspectors shall include: determining the number of shares of stock and the voting            power of each share, the shares of stock represented at the meeting, the existence of a            quorum, the authenticity, validity and effect of proxies; receiving votes, ballots or            consents; hearing and determining all challenges and questions in any way arising in            connection with the right to vote; counting and tabulating all votes or consents;            determining the result; and such acts as may be proper to conduct the election or vote            with fairness to all stockholders.

 

**SECTION 14. Nominating Committee**. The board            of directors shall act as a nominating committee for selecting the management nominees            for election as directors. Except in the case of a nominee substituted as a result of            the death or other incapacity of a management nominee, the nominating committee shall            deliver written nominations to the secretary at least twenty days prior to the date of            the

 

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annual meeting. Provided such committee makes such nominations, no            nominations for directors except those made by the nominating committee shall be voted            upon at the annual meeting unless other nominations by stockholders are made in writing            and delivered to the secretary of the Corporation in accordance with the provisions of            the Corporation’s Articles of Incorporation.

 

**SECTION 15. New Business**. Any new business            to be taken up at the annual meeting shall be stated in writing and filed with the            secretary of the Corporation in accordance with the provisions of the            Corporation’s Articles of Incorporation. This provision shall not prevent the            consideration and approval or disapproval at the annual meeting of reports of officers,            directors and committees, but in connection with such reports no new business shall be            acted upon at such annual meeting unless stated and filed as provided in the            Corporation’s Articles of Incorporation.

 

**ARTICLE III**

 

**Board of Directors**

 

**SECTION 1. General Powers**. The business and            affairs of the Corporation shall be managed under the direction of its board of            directors. The board of directors shall annually elect a chairman of the board and a            president from among its members and shall designate, when present, either the chairman            of the board or the president to preside at its meetings.

 

**SECTION 2. Number, Term and Election**. The            board of directors shall initially consist of seven members and thereafter shall            consist of such number of members as determined by the board of directors from time to            time in accordance with the provisions of the Corporation’s Articles of            Incorporation. The board of directors shall be divided into three classes as nearly            equal in number as possible. The members of each class shall be elected for a term of            three years and until their successors are elected or qualified. The board of directors            shall be classified in accordance with the provisions of the Corporation’s            Articles of Incorporation.

 

**SECTION 3. Regular Meetings**. A regular            meeting of the board of directors shall be held without other notice than this bylaw            immediately after, and at the same place as, the annual meeting of stockholders. The            board of directors may provide, by resolution, the time and place for the holding of            additional regular meetings without other notice than such resolution.

             

**SECTION 4. Qualification.**Each director            shall at all times be the beneficial owner of not less than 100 shares of capital stock            of the Corporation. A majority of the directors of the Corporation must, at all times,            reside within the State of Oklahoma.

 

**SECTION 5. Special Meetings**. Special            meetings of the board of directors may be called by or at the request of the chairman            of the board, the president, or one-third of the directors. The persons authorized to            call special meetings of the board of directors may fix any place as the place for            holding any special meeting of the board of directors called by such            persons.

 

Members of the board of directors may participate in special meetings by            means of conference telephone or similar communications equipment by which all persons            participating in the meeting can hear each other. Such participation shall constitute            presence in person.

 

**SECTION 6. Notice of Special Meeting**.            Written notice of at least 24 hours regarding any special meeting of the board of            directors or of any committee designated thereby shall be given to each director in            accordance with the bylaws, although such notice may be waived by the director. The            attendance of a director at a meeting shall constitute a waiver of notice of such            meeting, except where a

 

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director attends a meeting for the express purpose of objecting to the            transaction of any business because the meeting is not lawfully called or convened.            Neither the business to be transacted at, nor the purpose of, any meeting of the board            of directors need be specified in the notice or waiver of notice of such            meeting.

 

**SECTION 7. Quorum**. A majority of the number            of directors fixed by Section 2 of this Article III shall constitute a quorum for the            transaction of business at any meeting of the board of directors, but if less than such            majority is present at a meeting, a majority of the directors present may adjourn the            meeting from time to time. Notice of any adjourned meeting shall be given in the same            manner as prescribed by Section 5 of this Article III.

 

**SECTION 8. Manner of Acting**. The act of the            majority of the directors present at a meeting at which a quorum is present shall be            the act of the board of directors, unless a greater number is prescribed by these            Bylaws, the Corporation’s Articles of Incorporation, or general laws of the State            of Maryland.

 

**SECTION 9. Action Without a Meeting**. Any            action required or permitted to be taken by the board of directors at a meeting may be            taken without a meeting if a consent in writing, setting forth the action so taken, is            signed by all of the directors and filed with the minutes of proceedings of the board            of directors.

 

**SECTION 10. Resignation**. Any director may            resign at any time by sending a written notice of such resignation to the home office            of the Corporation addressed to the chairman of the board or the president of the            board. Unless otherwise specified therein such resignation shall take effect upon            receipt thereof by the chairman of the board or the president. More than three            consecutive absences from regular meetings of the board of directors, unless excused by            resolution of the board of directors, shall automatically constitute a resignation,            effective when such resignation is accepted by the board of directors.

 

**SECTION 11. Vacancies**. Any vacancy            occurring in the board of directors shall be filled in accordance with the provisions            of the Corporation’s Articles of Incorporation. The term of such director shall            be in accordance with the provisions of the Corporation’s Articles of            Incorporation.

             

**SECTION 12. Removal of Directors**. Any            director or the entire board of directors may be removed only in accordance with the            provisions of the Corporation’s Articles of Incorporation.

 

**SECTION 13. Compensation**. Directors, as            such, may receive a stated salary for their services. By resolution of the board of            directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may            be allowed for actual attendance at each regular or special meeting of the board of            directors. Members of either standing or special committees may be allowed such            compensation for actual attendance at committee meetings as the board of directors may            determine. Nothing herein shall be construed to preclude any director from serving the            Corporation in any other capacity and receiving remuneration therefor.

 

**SECTION 14. Presumption of Assent**. A            director of the Corporation who is present at a meeting of the board of directors at            which action on any corporate matter is taken shall be presumed to have assented to the            action taken unless his dissent or abstention shall be entered in the minutes of the            meeting or unless he shall file his written dissent to such action with the person            acting as the secretary of the meeting before the adjournment thereof or shall forward            such dissent by certified mail, return receipt requested, bearing a postmark from the            United States Postal Service, to the secretary of the meeting within twenty-four hours            after the adjournment of the meeting. Such right to dissent shall not apply to a            director who voted in favor of such action or failed to make his dissent known at the            meeting.

 

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**Section 15. Affiliations With Other Depository            Institutions.**A person is not eligible to serve as director            of the Corporation if he is a “management official” of another            “depository institution” or “depository holding company” as            those terms are defined in 12 C.F.R. § 563f.2 of the Regulations of the            Office of Thrift Supervision If elected director of the Corporation, a person may not            thereafter serve or agree to serve as a management official of a depository institution            or depository holding company unless and until his or her term as director of the            Corporation has expired.

             

**Section 16. Eligibility Requirements.**A            person is not eligible to serve as director if he or she: (1) is under indictment for,            or has ever been convicted of, a criminal offense involving dishonesty or breach of            trust and the penalty for such offense could be imprisonment for more than one year, or            (2) is a person against whom a banking agency has, within the past ten years, issued a            cease and desist order for conduct involving dishonesty or breach of trust and that            order is final and not subject to appeal, or (3) has been found either by a regulatory            agency whose decision is final and not subject to appeal or by a court to have (i)            breached a fiduciary duty involving personal profit or (ii) committed a willful            violation of any law, rule or regulation governing banking, securities, commodities or            insurance, or any final cease and desist order issued by a banking, securities,            commodities or insurance regulatory agency.

             

**Section 17. Age Limitation.**No person 80            years of age or above shall be eligible for election, re-election, appointment or            re-appointment to the board of the Corporation. No director shall serve as such beyond            the annual meeting of the Corporation immediately following the director’s            attainment of 80 years of age. This age limitation does not apply to an advisory or            emeritus director.

             

**ARTICLE IV**

 

**Executive And Other Committees**

 

**SECTION 1. Appointment**. The board of            directors, by resolution adopted by a majority of the full board, may designate the            chief executive officer and two or more of the other directors to constitute an            executive committee. The designation of any committee pursuant to this Article IV and            the delegation of authority shall not operate to relieve the board of directors, or any            director, of any responsibility imposed by law or regulation.

 

**SECTION 2. Authority**. The executive            committee, when the board of directors is not in session, shall have and may exercise            all of the authority of the board of directors except to the extent, if any, that such            authority shall be limited by the resolution appointing the executive committee; and            except also that the executive committee shall not have the authority of the board of            directors with reference to: the declaration of dividends or distributions on stock;            the amendment of the bylaws of the Corporation; recommending to the stockholders any            action which requires stockholder approval; approving any merger or share exchange            which does not require stockholder approval; or the approval of a transaction in which            any member of the executive committee, directly or indirectly, has any material            beneficial interest.

 

**SECTION 3. Tenure**. Subject to the            provisions of Section 8 of this Article IV, each member of the executive committee            shall hold office until the next regular annual meeting of the board of directors            following his or her designation and until a successor is designated as a member of the            executive committee.

 

**SECTION 4. Meetings**. Regular meetings of            the executive committee may be held without notice at such times and places as the            executive committee may fix from time to time by resolution. Special meetings of the            executive committee may be called by any member thereof upon not less than            one

 

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day’s notice stating the place, date, and hour of the meeting,            which notice may be written or oral. Any member of the executive committee may waive            notice of any meeting and no notice of any meeting need be given to any member thereof            who attends in person. The notice of a meeting of the executive committee need not            state the business proposed to be transacted at the meeting.

 

**SECTION 5. Quorum**. A majority of the            members of the executive committee shall constitute a quorum for the transaction of            business at any meeting thereof, and action of the executive committee must be            authorized by the affirmative vote of a majority of the members present at a meeting at            which a quorum is present.

 

**SECTION 6. Action Without a Meeting**. Any            action required or permitted to be taken by the executive committee at a meeting may be            taken without a meeting if a consent in writing, setting forth the action so taken,            shall be signed by all of the members of the executive committee.

 

**SECTION 7. Vacancies**. Any vacancy in the            executive committee may be filled by a resolution adopted by a majority of the full            board of directors.

 

**SECTION 8. Resignations and Removal**. Any            member of the executive committee may be removed at any time with or without cause by            resolution adopted by a majority of the full board of directors. Any member of the            executive committee may resign from the executive committee at any time by giving            written notice to the president or secretary of the Corporation. Unless otherwise            specified, such resignation shall take effect upon its receipt; the acceptance of such            resignation shall not be necessary to make it effective.

             

**SECTION 9. Procedure**. The executive            committee shall elect a presiding officer from its members and may fix its own rules of            procedure which shall not be inconsistent with these bylaws. It shall keep regular            minutes of its proceedings and report the same to the board of directors for its            information at the meeting held next after the proceedings shall have            occurred.

 

**SECTION 10. Other Committees**. The board of            directors may by resolution establish an audit, loan, or other committee composed of            two or more directors as they may determine to be necessary or appropriate for the            conduct of the business of the Corporation and may prescribe the duties, constitution,            and procedures thereof.

 

**ARTICLE V**

 

**Officers**

 

**SECTION 1. Positions**. The officers of the            Corporation shall be a president, one or more vice presidents, a secretary and a            treasurer, each of whom shall be elected by the board of directors. The board of            directors may also designate the chairman of the board as an officer. The president            shall be the chief executive officer, unless the board of directors designates the            chairman of the board as chief executive officer. The president shall be a director of            the Corporation. The offices of the secretary and treasurer may be held by the same            person and a vice president may also be either the secretary or the treasurer. The            board of directors may designate one or more vice presidents as executive vice            president or senior vice president. The board of directors may also elect or authorize            the appointment of such other officers as the business of the Corporation may require.            The officers shall have such authority and perform such duties as the board of            directors may from time to time authorize or determine. In the absence of action by the            board of directors, the officers shall have such powers and duties as generally pertain            to their respective offices.

 

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**SECTION 2. Election and Term of Office**. The            officers of the Corporation shall be elected annually by the board of directors at the            first meeting of the board of directors held after each annual meeting of the            stockholders. If the election of officers is not held at such meeting, such election            shall be held as soon thereafter as possible. Each officer shall hold office until his            successor shall have been duly elected and qualified or until his death or until he            shall resign or shall have been removed in the manner hereinafter provided. Election or            appointment of an officer, employee or agent shall not of itself create contract            rights. The board of directors may authorize the Corporation to enter into an            employment contract with any officer in accordance with state law; but no such contract            shall impair the right of the board of directors to remove any officer at any time in            accordance with Section 3 of this Article V.

 

**SECTION 3. Removal**. Any officer may be            removed by the board of directors whenever, in its judgment, the best interests of the            Corporation will be served thereby, but such removal, shall be without prejudice to the            contract rights, if any, of the person so removed.

 

**SECTION 4. Vacancies**. A vacancy in any            office because of death, resignation, removal, disqualification or otherwise, may be            filled by the board of directors for the unexpired portion of the term.

 

**SECTION 5. Remuneration**. The remuneration            of the officers shall be fixed from time to time by the board of directors and no            officer shall be prevented from receiving such salary by reason of the fact that he is            also a director of the Corporation.

             

**SECTION 6. Age Limitation.**No person shall            be eligible for election, reelection, appointment, or reappointment as an officer of            the Corporation if such person is then more than 75 years of age. No officer shall            serve beyond the annual meeting of the Corporation immediately following the            officer’s attainment of 75 years of age.

 

**ARTICLE VI**

 

**Contracts, Loans, Checks and Deposits**

 

**SECTION 1. Contracts**. To the extent            permitted by applicable law, and except as otherwise prescribed by the            Corporation’s Articles of Incorporation or these Bylaws with respect to            certificates for shares, the board of directors may authorize any officer, employee, or            agent of the Corporation to enter into any contract or execute and deliver any            instrument in the name of and on behalf of the Corporation. Such authority may be            general or confined to specific instances.

 

**SECTION 2. Loans**. No indebtedness shall be            contracted on behalf of the Corporation and no evidence of indebtedness shall be issued            in its name unless authorized by the board of directors. Such authority may be general            or confined to specific instances.

 

**SECTION 3. Checks, Drafts, Etc**. All checks,            drafts or other orders for the payment of money, notes or other evidences of            indebtedness issued in the name of the Corporation shall be signed by one or more            officers, employees or agents of the Corporation in such manner as shall from time to            time be determined by resolution of the board of directors.

 

**SECTION 4. Deposits**. All funds of the            Corporation not otherwise employed shall be deposited from time to time to the credit            of the Corporation in any of its duly authorized depositories as the board of directors            may select.

 

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**ARTICLE VII**

 

**Certificates for Shares and Their Transfer**

 

**SECTION 1. Certificates for Shares**. The            shares of the Corporation may be represented by certificates or uncertificated.            Certificates for shares shall be signed by the chairman of the board of directors or by            the president or a vice president and by the treasurer or an assistant treasurer or by            the secretary or an assistant secretary of the Corporation, and may be sealed with the            seal of the Corporation or a facsimile thereof. Any or all of the signatures upon a            certificate may be facsimiles if the certificate is countersigned by a transfer agent,            or registered by a registrar, other than the Corporation itself or an employee of the            Corporation. If any officer who has signed or whose facsimile signature has been placed            upon such certificate shall have ceased to be such officer before the certificate is            issued, it may be issued by the Corporation with the same effect as if he were such            officer at the date of its issue.

 

**SECTION 2. Uncertificated Shares**. The Board            of Directors may authorize the issuance of uncertificated shares by the Corporation,            and may prescribe procedures for the issuance and registration of transfer thereof, and            with respect to such other matters relating to uncertificated shares as the Board of            Directors may deem appropriate. No such authorization shall affect previously issued            and outstanding shares represented by certificates until such certificates shall have            been surrendered to the Corporation. Within a reasonable time after the issuance or            transfer of any uncertificated shares, the Corporation shall issue or cause to be            issued to the holder of such shares a written statement of the information required to            be included on stock certificates under Maryland law and these Bylaws. Notwithstanding            the adoption of any resolution providing for uncertificated shares, each registered            holder of stock represented by uncertificated shares shall be entitled, upon request to            the custodian of the stock transfer books of the Corporation, or other person            designated as the custodian of the records of uncertificated shares, to have physical            certificates representing such shares registered in such holder’s            name.

 

**SECTION 3. Form of Share Certificates**. All            certificates representing shares issued by the Corporation shall set forth upon the            face or back that the Corporation will furnish to any stockholder upon request and            without charge a full statement of the designations, preferences, limitations, and            relative rights of the shares of each class authorized to be issued, the variations in            the relative rights and preferences between the shares of each such series so far as            the same have been fixed and determined, and the authority of the board of directors to            fix and determine the relative rights and preferences of subsequent series.

 

Each certificate representing shares shall state upon the face thereof:            the name of the Corporation; that the Corporation is organized under the laws of the            State of Maryland; the name of the person to whom issued; the number and class of            shares; the date of issue; the designation of the series, if any, which such            certificate represents; the par value of each share represented by such certificate, or            a statement that the shares are without par value. Other matters in regard to the form            of the certificates shall be determined by the board of directors.

             

**SECTION 4. Payment for Shares**. No            certificated or uncertificated shares shall be issued until the agreed upon            consideration for such shares is fully paid.

 

**SECTION 5. Form of Payment for Shares**. The            consideration for the issuance of shares shall be paid in accordance with the            provisions of the Corporation’s Articles of Incorporation.

 

**SECTION 6. Transfer of Shares**. Transfer of            shares of capital stock of the Corporation shall be made only on its stock transfer            books. Authority for such transfer shall be given only by the holder of record thereof            or by his legal representative, who shall furnish proper evidence of such authority, or            by

 

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his            attorney thereunto authorized by power of attorney duly executed and filed with the            Corporation. In the case of certifcated shares, such transfer shall be made only on            surrender for cancellation of the certificate for such shares. The person in whose name            shares of capital stock stand on the books of the Corporation shall be deemed by the            Corporation to be the owner thereof for all purposes.

 

**SECTION 7. Stock Ledger**. The stock ledger            of the Corporation shall be the only evidence as to who are the stockholders entitled            to examine the stock ledger, the list required by Section 7 of Article II of these            Bylaws or the books of the Corporation, or to vote in person or by proxy at any meeting            of stockholders.

 

**SECTION 8. Lost Certificates.**The board of            directors may direct a new certificate to be issued in place of any certificate            theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed,            upon the making of an affidavit of that fact by the person claiming the certificate of            stock to be lost, stolen, or destroyed. When authorizing such issue of a new            certificate, the board of directors may, in its discretion and as a condition precedent            to the issuance thereof, require the owner of such lost, stolen, or destroyed            certificate, or his legal representative, to give the Corporation a bond in such sum as            it may direct as indemnity against any claim that may be made against the Corporation            with respect to the certificate alleged to have been lost, stolen, or            destroyed.

 

**SECTION 9. Beneficial Owners**. The            Corporation shall be entitled to recognize the exclusive right of a person registered            on its books as the owner of shares to receive dividends, and to vote as such owner,            and shall not be bound to recognize any equitable or other claim to or interest in such            shares on the part of any other person, whether or not the Corporation shall have            express or other notice thereof, except as otherwise provided by law.

 

**ARTICLE VIII**

 

**Fiscal Year; Annual Audit**

 

The fiscal year of the Corporation shall end on the 30th day of June of            each year. The Corporation shall be subject to an annual audit as of the end of its            fiscal year by independent public accountants appointed by and responsible to the board            of directors.

 

**ARTICLE IX**

 

**Dividends**

 

Subject to the provisions of the Corporation’s Articles of            Incorporation and applicable law, the board of directors may, at any regular or special            meeting, declare dividends on the Corporation’s outstanding capital stock.            Dividends may be paid in cash, in property or in the Corporation’s own            stock.

 

**ARTICLE X**

 

**Corporate Seal**

 

The corporate seal of the Corporation shall be in such form as the board            of directors shall prescribe.

 

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**ARTICLE XI**

 

**Amendments**

 

In accordance with the Corporation’s Articles of Incorporation,            these Bylaws may be repealed, altered, amended or rescinded by the stockholders of the            Corporation only by vote of not less than 80% of the outstanding shares of capital            stock of the Corporation entitled to vote generally in the election of directors            (considered for this purpose as one class) cast at a meeting of the stockholders called            for that purpose (provided that notice of such proposed repeal, alteration, amendment            or rescission is included in the notice of such meeting). In addition, the board of            directors may repeal, alter, amend or rescind these Bylaws by vote of two-thirds of the            board of directors at a legal meeting held in accordance with the provisions of these            Bylaws.

 

 

 

 

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