**Exhibit 3.2**

 

**BYLAWS**

 

**OF**

 

**OVERNITE CORPORATION**

 

**ARTICLE I**

 

**MEETINGS OF SHAREHOLDERS**

 

Section 1.1 Places of Meetings. All meetings of the shareholders shallbe held at such place, either within or without the Commonwealth of Virginia, as from time to time may be fixed by the Board of Directors. 

 

Section 1.2 Annual Meetings. The annual meeting of the shareholders, for the election of Directors and transaction of such other business as maycome before the meeting, shall be held in each year on such day as may be fixed by the Board of Directors, at such hour as may be specified in the notice thereof. 

 

Section 1.3 Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called at anytime by the Chairman of the Board, the President or by a majority of the Board of Directors. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting. 

 

Section 1.4 Notice of Meetings. (a) Notice stating the place, dayand hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not fewer than 10 nor more than 60 days before the date of the meeting to each shareholder ofrecord entitled to vote at such meeting, at his or her address that appears in the share transfer books of the Corporation. Notice of a shareholders’ meeting to act on an amendment of the Articles of Incorporation, a plan of merger, shareexchange 

domestication or entity conversion, a proposed sale of all, or substantially all of the Corporation’s assets,otherwise than in the usual and regular course of business, or the dissolution of the Corporation shall be given not less than 25 nor more than 60 days before the date of the meeting and shall be accompanied, as appropriate, by a copy of theproposed amendment, plan of merger, share exchange, domestication or entity conversion or sale agreement. 

 

(b) Notwithstanding the foregoing, a written waiver of notice signed by the person or persons entitled to such notice, either before or after the timestated therein, shall be equivalent to the giving of such notice. A shareholder who attends a meeting shall be deemed to have (a) waived objection to lack of notice or defective notice of the meeting, unless at the beginning of the meeting he or sheobjects to holding the meeting or transacting business at the meeting, and (b) waived objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless he or sheobjects to considering the matter when it is presented. Notice of any adjourned meeting need not be given, except as expressly required by law. 

 

(c) Without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the Corporation,under any provision of the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any such consentshall be revocable by the shareholder by written notice to the Corporation. Any such consent shall be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation inaccordance with such consent and (ii) such inability becomes known to the Secretary or an 

 

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Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice;provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this paragraph shall be deemed given: (1) if by facsimile telecommunication, when directedto a number at which the shareholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (3) if by a posting on an electronic networktogether with separate notice to the shareholder of such specific posting when such notice is directed to the record address of the shareholder or to such other address at which the shareholder has consented to receive notice, upon the later of suchposting or the giving of such separate notice; and (4) if by any other form of electronic transmission, when consented to by the shareholder. 

 

Section 1.5 Quorum. Any number of shareholders together holding at least a majority of the outstanding shares of any voting group entitled to votewith respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum of such voting group for the transaction of business. If less than a quorum shall be inattendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time until a quorum is obtained without notice other than by announcement at the meeting (a) by the chairman of such meeting or (b) by amajority of the shares of the voting group present or represented by proxy. 

 

Section 1.6 Voting. At any meeting of the shareholders, each shareholder of a class entitled to vote on any matter coming before the meeting shall, as to such matter, have one vote, in person or by proxy, foreach share of capital stock of such class standing in his or her name on the books of the Corporation on the date, not more than 70 days prior to such meeting, fixed by the Board of Directors as the record date for the purpose of determiningshareholders entitled to vote. 

 

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Section 1.7 Written Authorization. A shareholder or a shareholder’s duly authorizedattorney-in-fact may execute a writing authorizing another person or persons to act for him or her as proxy. Execution may be accomplished by the shareholder or such shareholder’s duly authorized attorney-in-fact or authorized officer,director, employee or agent signing such writing or causing such shareholder’s signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. 

 

Section 1.8 Electronic Authorization. The President or the Secretarymay approve procedures to enable a shareholder or a shareholder’s duly authorized attorney-in-fact to authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of a telegram, cablegram,internet transmission, telephone transmission or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the personwho will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which the inspectors of election can determine that the transmission was authorized bythe shareholder or the shareholder’s duly authorized attorney-in-fact. If it is determined that such transmissions are valid, the inspectors shall specify the information upon which they relied. Any copy, facsimile telecommunication or otherreliable reproduction of the writing or transmission created pursuant to this Section 1.8 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could beused, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. 

 

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Section 1.9 Inspectors. An appropriate number of inspectors for any meeting of shareholders may beappointed by the chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots,and the number of votes properly cast. 

 

Section 1.10 AdvanceNotice of Nominations and Shareholder Business.

 

(a)Annual Meetings of Shareholders. 

 

(i) Nominations of personsfor election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders only (A) pursuant to the Corporation’s notice of meeting (or anysupplement thereto), (B) by or at the direction of the Board of Directors or (C) by any shareholder of the Corporation who was a shareholder of record of the Corporation who is entitled to vote at the meeting at the time the notice provided for inthis Section 1.10 is delivered to the Secretary of the Corporation and who complies with the notice procedures set forth in this Section 1.10. 

 

(ii) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (C) of paragraph (a)(i) ofthis Section 1.10, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business other than the nominations of persons for election to the Board of Directors must constitute aproper matter for shareholder action. To be timely, a shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth day nor earlier than theclose of 

 

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business on the one hundred twentieth day prior to the first anniversary of the preceding year’s annual meeting (inthe case of the Corporation’s first annual meeting following the initial public offering of shares of its common stock, not later than the close of business on the tenth day following the date on which public announcement of such meeting ismade by the Corporation); provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the shareholder must be so delivered not earlier than theclose of business on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcementof the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period, or extend any time period, for the giving of ashareholder’s notice as described above. Such shareholder’s notice shall set forth: (A) as to each person whom the shareholder proposes to nominate for election as a director, all information relating to such person that is required to bedisclosed in solicitations of proxies for election of directors in an election contest, or is otherwise, required in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suchperson’s written consent to being named in the proxy statement as a nominee and to serving as such a director if elected; (B) as to any other business that the shareholder proposes to bring before the meeting, a brief description of thebusiness desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation,the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in 

 

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such business of such shareholder and for the beneficial owner, if any, on whose behalf the proposal is made; and (C) asto the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such shareholder, as they appear on the Corporation’s books, and of such beneficial owner, (2)the class and number of shares of capital stock of the Corporation that are owned beneficially and of record by such shareholder and such beneficial owner, (3) a representation that the shareholder is a holder of record of stock of the Corporationentitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group thatintends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicitproxies from shareholders in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the Corporation of his, her or its intention to present a proposal atan annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such shareholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxiesfor such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. 

 

(iii) Notwithstanding anything in the second sentence of paragraph (a)(ii)of this Section 1.10 to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement 

 

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by the Corporation naming the nominees for the additional directorships at least 100 days prior to the first anniversaryof the preceding year’s annual meeting, a shareholder’s notice required by this Section 1.10 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary atthe principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation. 

 

(b) Special Meetings of Shareholders. Only such business shall be conductedat a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholdersat which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that directors shall be elected at suchmeeting, by any shareholder of the Corporation who is a shareholder of record at the time the notice provided for in this Section 1.10 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such electionand who complies with the notice procedures set forth in this Section 1.10. In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholderentitled to vote in such election of directors may nominate a person or persons, as the case may be, for election to such position(s) as specified in the Corporation’s notice of meeting, if the shareholder’s notice required by paragraph(a)(ii) of this Section 1.10 is delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth day prior to such special meeting, and not later than the close ofbusiness on the later of the ninetieth day prior to such special 

 

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meeting or the tenth day following the day on which public announcement is first made of the date of the special meetingand of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period, or extend any time period, for givingof a shareholder’s notice as described above. 

 

(c)General. 

 

(i) Only such persons who are nominated inaccordance with the procedures set forth in this Section 1.10 shall be eligible at an annual or special meeting of shareholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of shareholders as shallhave been brought before the meeting in accordance with the procedures set forth in this Section 1.10. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (A) to determine whether a nomination or anybusiness proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.10 (including whether the shareholder or beneficial owner, if any, on whose behalf thenomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such shareholder’s nominee or proposal in compliance with such shareholder’s representationas required by clause (a)(ii)(C) of this Section 1.10) and (B) to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 1.10, if theshareholder (or a designated representative of the shareholder) does not appear at the annual or special meeting of shareholders of the Corporation to present a nomination or business, such nomination shall be disregarded and such proposed businessshall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. 

 

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(ii) For purposes of this Section 1.10, “public announcement” shall include disclosure in apress release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of theExchange Act. 

 

(iii) Notwithstanding the foregoing provisionsof this Section 1.10, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.10. Nothing in this Section 1.10 shall bedeemed to affect any rights (A) of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) of the holders of any series of preferred stock to elect directorspursuant to any applicable provisions of the Articles of Incorporation. 

 

**ARTICLE II**

 

**DIRECTORS**

 

Section 2.1 General Powers. The property, affairsand business of the Corporation shall be managed under the direction of the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the powers of the Corporation shall be vestedin such Board. 

 

Section 2.2 Number of Directors. Thenumber of Directors constituting the Board of Directors shall be eight. 

 

Section 2.3 Election of Directors; Quorum. 

 

(a) Directors shall be elected at each annual meeting of shareholders. 

 

(b) Directors shall hold their offices until their terms have expired and until their successors are elected. 

 

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(c) Any vacancy occurring in the Board of Directors, including a vacancy resulting from an amendment tothese Bylaws to increase the number of Directors, may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire at the nextshareholders’ meeting at which directors are elected. 

 

(d)A majority of the number of Directors prescribed in these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board ofDirectors. Less than a quorum may adjourn any meeting. Notice of such adjournment need not be given. 

 

Section 2.4 Meetings of Directors. (a) An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment ofthe annual meeting of shareholders at such place as the Board may designate. Other meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board, or upon callof the Chairman of the Board, the President or any two of the Directors. The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph, facsimile, telephone or in personof all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of theDirectors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting. 

 

(b) Notice of the date, time, place or purpose of a regular or special meeting 

 

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of the Board of Directors may be given by a form of electronic transmission consented to by the Director to whom thenotice is given. Any such consent of a Director shall be revocable by the Director by written notice to the Corporation. Any such consent shall be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two consecutivenotices given by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as arevocation shall not invalidate any meeting or other action. Notice given by electronic transmission shall be deemed given: (a) if by facsimile telecommunication, when directed to a number at which the Director has consented to receive notice; (b)if by electronic mail, when directed to an electronic mail address at which the Director has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the Director of such specific posting when suchnotice is directed to an address at which the Director has consented to receive notice, upon the later of such posting or the giving of such separate notice; and (d) if by any other form of electronic transmission, when consented to by the Director.

 

(c) Any action to be taken at a meeting of the Board ofDirectors may be taken without a meeting and without prior notice if the action is taken by all Directors. Such action shall be evidenced by one or more written consents (i) stating the action taken, (ii) signed by each Director either before orafter the action taken (iii) and included in the minutes or filed with the Corporation’s records reflecting the action taken. For purposes of this Section 2.4(c), such written consent and the signing thereof may be accomplished by one or moreelectronic transmissions. 

 

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Section 2.5 Compensation. By resolution of the Board, Directors may be compensated for services asDirectors, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services. 

 

Section 2.6 Eligibility for Service as a Director. No person who shall have attained the age of 70 years shall be eligible for election as aDirector of the Corporation. 

 

**ARTICLE III**

 

**COMMITTEES**

 

Section 3.1 Executive Committee. The Board of Directors may, by voteof a majority of the number of Directors fixed by these Bylaws, designate an Executive Committee. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, the Articles ofIncorporation or these Bylaws, except as otherwise provided in the Virginia Stock Corporation Act. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action that the Executive Committee may havetaken on behalf of the Board since the last regular or special meeting of the Board of Directors. 

 

Section 3.2 Compensation Committee. The Board of Directors, at its regular annual meeting, shall designate a Compensation Committee, which shallconsist of three or more Directors each of whom shall satisfy the independence requirements of The Nasdaq Stock Market (“Nasdaq”) and the Securities and Exchange Commission (“SEC”) as then in effect and applicable to theCorporation. The responsibilities of the Compensation Committee shall be set forth in the Committee’s Charter as approved by the Board of Directors. 

 

The Compensation Committee shall fix its own rules of procedure. The Committee shall keep minutes of its meetings, and all action taken by it shall bereported to the Board of Directors. 

 

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Section 3.3 Audit Committee. The Board of Directors, at its regular annual meeting, shalldesignate an Audit Committee, which shall consist of three or more Directors each of whom shall satisfy the independence requirements of Nasdaq and the SEC, as then in effect and applicable to the Corporation. The responsibilities of the AuditCommittee shall be set forth in the Committee’s Charter as approved by the Board of Directors. 

 

The Committee shall fix its own rules of procedure. The Committee shall keep minutes of all of its meetings and all action taken by it shall be reportedto the Board of Directors. 

 

Section 3.4 Nominating andGovernance Committee. The Board of Directors, at its regular annual meeting, shall designate a Nominating and Governance Committee, which shall consist of three or more Directors each of whom shall satisfy the independence requirements of Nasdaqand the SEC, as then in effect and applicable to the Corporation. The responsibilities of the Nominating and Governance Committee shall be set forth in the Committee’s Charter as approved by the Board of Directors. 

 

The Committee shall fix its own rules of procedure. The Committee shall keepminutes of all of its meetings and all action taken by it shall be reported to the Board of Directors. 

 

Section 3.5 Other Committees. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, mayestablish such other committees of the Board as it may deem advisable and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same. 

 

Section 3.6 Meetings. Regular and special meetings of any Committeeestablished pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these Bylaws for regular and special meetings of the Board of Directors. 

 

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Section 3.7 Quorum and Manner of Acting. Except as otherwise provided in these Bylaws, a majorityof the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. Except as otherwise provided in these Bylaws, the action of a majority of those members present ata Committee meeting at which a quorum is present shall constitute the act of the Committee. 

 

Section 3.8 Term of Office. Members of any Committee shall be designated as above provided and shall hold office until their successors are designated by the Board of Directors or until such Committee isdissolved by the Board of Directors. 

 

Section 3.9Resignation and Removal. Any member of a Committee may resign at any time by giving written notice of his intention to do so to the President or the Secretary of the Corporation, or may be removed, with or without cause, at any time by theBoard of Directors. 

 

Section 3.10 Vacancies. Any vacancyoccurring in a Committee resulting from any cause whatever shall be filled by a majority of the number of Directors fixed by these Bylaws. 

 

**ARTICLE IV**

 

**OFFICERS**

 

Section 4.1 Election of Officers; Terms. The officers of the Corporation shall consist of a Chairman of the Board, a President and Chief ExecutiveOfficer, a Secretary and a Treasurer. Other officers, including one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant andsubordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The Chairman of the Board shall bechosen from among the Directors. Any two or more officers may be combined in the same person as the Board of Directors may determine. 

 

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Section 4.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removedsummarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors. 

 

Section 4.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as suchpowers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his or herduties as the Board may see fit. 

 

Section 4.4 Duties of theChairman of the Board. The Chairman of the Board shall have the powers and duties customarily and usually associated with the office of the Chairman of the Board. The Chairman of the Board shall preside over the meetings of the Board ofDirectors and of the shareholders. In the event of the Chairman of the Board’s temporary absence or disability and the absence or disability of the President and Chief Executive Officer, the Chairman of the Board shall have the power todesignate any Director to preside at any or all meetings of the shareholders and of the Board of Directors. The Chairman of the Board, the President and Chief Executive Officer or, in the event of the Chairman of the Board’s temporary absenceor disability and the absence or disability of the President and Chief Executive Officer, the Director designated by the Chairman of the Board shall have the authority to adjourn meetings of shareholders from time to time in his or her discretionwithout notice to the shareholders other than by announcement at the meeting. The Chairman of the Board shall have such other powers and perform such greater or lesser duties as may be delegated to him or her from time to time by the Board ofDirectors. 

 

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Section 4.5 Duties of the President and Chief Executive Officer. The President shall be the ChiefExecutive Officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. The President shall have authority over the general management and direction of the business and operations of theCorporation and its divisions, if any, subject only to the ultimate authority of the Board of Directors. The President shall be a Director. In the absence of the Chairman of the Board, the President shall preside at all corporate meetings. ThePresident may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board ofDirectors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, the President shall perform all duties incident to the office of the President and such otherduties as from time to time may be assigned to him or her by the Board of Directors. 

 

Section 4.6 Duties of the Vice Presidents. Each Vice President, if any, shall have such powers and duties as may from time to time be assigned to him or her by the President or the Board of Directors. Any VicePresident may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or thePresident to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. 

 

Section 4.7 Duties of the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements ofthe Corporation, and shall 

 

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deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Boardof Directors. The Treasurer shall be responsible (a) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices, (b) for the preparation of appropriate operating budgets and financialstatements, (c) for the preparation and filing of all tax returns required by law and (d) for the performance of all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board ofDirectors, the Audit Committee or the President. The Treasurer may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the executionthereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. 

 

Section 4.8 Duties of the Secretary. The Secretary shall act assecretary of all meetings of the Board of Directors and shareholders of the Corporation. When requested, the Secretary shall also act as secretary of the meetings of the committees of the Board. The Secretary shall keep and preserve the minutes ofall such meetings in permanent books. The Secretary shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed toall share certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these Bylaws; shall have custody of all deeds,leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that all 

 

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reports, statements and other documents required by law (except tax returns) are properly filed; and shall in generalperform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors or the President. 

 

Section 4.9 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of theCorporation. 

 

**ARTICLE V**

 

**CAPITAL STOCK**

 

Section 5.1 Certificates. The shares of capital stock of theCorporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classesof shares of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing shares of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a sharecertificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued anddelivered as though such person had not ceased to be an officer of the Corporation. 

 

Section 5.2 Lost, Destroyed and Mutilated Certificates. Holders of the shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, andthe Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such lossor destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require. 

 

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Section 5.3 Transfer of Shares. The shares of the Corporation shall be transferable or assignableonly on the books of the Corporation by the holder in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the sametransferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner. 

 

Section 5.4 Fixing Record Date. For the purpose of determiningshareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board ofDirectors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 70 days prior to the date on which the particular action, requiring such determination of shareholders, isto be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices of the meeting aremailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote atany meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than120 days after the date fixed for the original meeting. 

 

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**ARTICLE VI**

 

**MISCELLANEOUS PROVISIONS**

 

Section 6.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be anynumber of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation. 

 

Section 6.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year. 

 

Section 6.3 Checks, Notes and Drafts. Checks, notes, drafts and otherorders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile. 

 

Section 6.4 Amendment of Bylaws. Unless proscribed by the Articles ofIncorporation, these Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors fixed by these Bylaws. The shareholders entitled to vote in respect of the election ofDirectors, however, shall have the power to rescind, amend, alter or repeal any Bylaws and to enact Bylaws, which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors. 

 

Section 6.5 Voting of Shares Held. Unless otherwise provided byresolution of the Board of Directors or of the Executive Committee, if any, the President may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votewhich the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation, orto consent in writing to any action by any such other corporation; and the President shall 

 

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instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may executeor cause to be executed on behalf of the Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the Presidentmay himself attend any meetings of the holders of shares or other securities of any such other corporation and there vote or exercise any or all power of the Corporation as the holder of such shares or other securities of such other corporation.

 

Section 6.6 Control Share Acquisitions. Article 14.1 ofthe Virginia Stock Corporation Act (“Control Share Acquisitions”) shall not apply to acquisitions of shares of stock of the Corporation. 

 

**ARTICLE VII**

 

**EMERGENCY BYLAWS**

 

The Emergency Bylaws provided in this Article VII shall be operative during any emergency, notwithstanding any different provision in the precedingArticles of these Bylaws or in the Articles of Incorporation of the Corporation or in the Virginia Stock Corporation Act (other than those provisions relating to emergency bylaws). An emergency exists if a quorum of the Corporation’s Board ofDirectors cannot readily be assembled because of a catastrophic event. To the extent not inconsistent with these Emergency Bylaws, the Bylaws provided in the preceding Articles shall remain in effect during such emergency and upon the termination ofsuch emergency the Emergency Bylaws shall cease to be operative unless and until another such emergency shall occur. 

 

During any such emergency: 

 

(a) Any meeting of the Board of Directors may be called by any officer of the 

 

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Corporation or by any Director. The notice thereof shall specify the time and place of the meeting. To the extentfeasible, notice shall be given in accord with Section 2.4 above, but notice may be given only to such of the Directors as it may be feasible to reach at the time, by such means as may be feasible at the time, including publication or radio, and ata time less than 24 hours before the meeting if deemed necessary by the person giving notice. Notice shall be similarly given, to the extent feasible, to the other persons referred to in (b) below. 

 

(b) At any meeting of the Board of Directors, a quorum shall consist of amajority of the number of Directors fixed at the time by Article II of the Bylaws. If the Directors present at any particular meeting shall be fewer than the number required for such quorum, other persons present as referred to below, to the numbernecessary to make up such quorum, shall be deemed Directors for such particular meeting as determined by the following provisions and in the following order of priority: 

 

(i) Vice Presidents not already serving as Directors, in the order of their seniority of first election to such offices, orif two or more shall have been first elected to such offices on the same day, in the order of their seniority in age; 

 

(ii) all other officers of the Corporation in the order of their seniority of first election to such offices, or if two or more shall have been firstelected to such offices on the same day, in the order of their seniority in age; and 

 

(iii) any other persons that are designated on a list that shall have been approved by the Board of Directors before the emergency, such persons to be taken in such order of priority and subject to such conditions asmay be provided in the resolution approving the list. 

 

(c) TheBoard of Directors, during as well as before any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason berendered incapable of discharging their duties. 

 

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(d) The Board of Directors, during as well as before any such emergency, may, effective in the emergency,change the principal office, or designate several alternative offices, or authorize the officers so to do. 

 

No officer, Director or employee shall be liable for action taken in good faith in accordance with these Emergency Bylaws. 

 

These Emergency Bylaws shall be subject to repeal or change by further actionof the Board of Directors or by action of the shareholders, except that no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action or inaction prior to the time of such repeal or change. Any suchamendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency. 

 

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