**Exhibit 3.2**

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**FIRST OTTAWA BANCSHARES, INC.**

 

 

**BY-LAWS**

 

 

**Adopted as of January 14, 2004**

 

 

 

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**By-laws of**

 

**First Ottawa Bancshares, Inc.**

 

**(a Delaware corporation)**

 

**ARTICLE I****            OFFICES**

 

## **Section 1.1     ***Registered Office.** *The registered office of the Corporation in the State of Delaware shallbe located at Corporation Trust Center, 1209 Orange Street, Wilmington,Delaware, County of New Castle.  Thename of the Corporation’s registered agent at such address shall be TheCorporation Trust Company.

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## **Section 1.2     ***Other Offices.*  The Corporation may also haveoffices at such other places both within and without the State of Delaware asthe Board of Directors may from time to time determine or the business of theCorporation may require.

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**ARTICLE II****          STOCKHOLDERS**

 

## **Section 2.1     ***Annual Meetings.*  An annual meeting ofstockholders shall be held each year for the election of directors at suchdate, time and place either within or without the State of Delaware as shall bedesignated by the Board of Directors. Any other proper business may be transacted at the annual meeting ofstockholders.

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## **Section 2.2     ***Special Meetings.* Special meetings of the stockholders may onlybe called by a majority of the directors then in office.  Each special meeting shall be held

 

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## **at suchdate, time and place either within or without the State of Illinois as shall bedesignated at least ten days prior to such meeting.**

 

## **Section 2.3     ***Notice of Meeting*.  Unless otherwise provided by law, wheneverstockholders are required or permitted to take any action at a meeting, awritten notice of the meeting shall be given which shall state the date, timeand place of the meeting and, in the case of a special meeting, the purpose orpurposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meetingshall be given not less than ten nor more than sixty days before the date ofthe meeting to each stockholder entitled to vote at the meeting.  If mailed, notice is given when deposited inthe United States mail, postage prepaid, directed to the stockholder at hisaddress as it appears on the records of the Corporation.

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## **Section 2.4     ***Adjournments.*  Any meeting of stockholders,annual or special, may adjourn from time to time to reconvene at the same orsome other place, and notice need not be given of any such adjourned meeting ifthe time and place thereof are announced at the meeting at which theadjournment is taken.  At the adjournedmeeting, the Corporation may transact any business which might have beentransacted at the original meeting.  Ifthe adjournment is for more than thirty days, or if after the adjournment a newrecord date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be given to each stockholder of record entitled to vote at themeeting.

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## **Section 2.5     ***Quorum.** *Unless otherwise provided by law or the certificate of incorporation, ateach meeting of stockholders, the presence in person or representation

 

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## **by proxyof the holders of a majority of the outstanding shares of capital stockentitled to vote at the meeting shall constitute a quorum for the transactionof business.  In the absence of aquorum, the stockholders so present and represented may, by vote of the holdersof a majority of the shares of capital stock of the Corporation so present andrepresented, adjourn the meeting from time to time until a quorum shall attend,and the provisions of Section 2.4 of these by-laws shall apply to each suchadjournment.  Shares of its own capitalstock belonging on the record date for the meeting to the Corporation or toanother corporation, if a majority of the shares entitled to vote in theelection of directors of such other corporation is held, directly orindirectly, by the Corporation, shall neither be entitled to vote nor becounted for quorum purposes; provided, however, that the foregoing shall notlimit the right of the Corporation to vote stock, including but not limited toits own stock, held by it in a fiduciary capacity.**

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## **Section 2.6     ***Organization.*  Meetings of stockholders shallbe presided over by the Chairman, or by the Vice Chairman, or by the President,or in the absence of the foregoing persons by a chairman designated by theBoard of Directors, or in the absence of such designation by a chairman chosenat the meeting.  The Secretary shall actas secretary of the meeting, but in his/her absence the chairman of the meetingmay appoint any person to act as secretary of the meeting.

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## **Section 2.7     ***Voting; Proxies.*  Except as otherwise provided bythe certificate of incorporation, each stockholder shall at every meeting ofthe stockholders be entitled to one (1) vote for each share of the voting stockheld by such stockholder, which has voting power on the subject mattersubmitted to a vote at the meeting including in all elections ofdirectors.  Each stockholder entitled tovote at a meeting of stockholders or to

 

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## **expressconsent or dissent to corporate action in writing without a meeting mayauthorize another person or person to act for him by proxy, but no such proxyshall be voted or acted upon after three years from its date, unless the proxyprovides for a longer period.  A dulyexecuted proxy shall be irrevocable if it states that it is irrevocable and if,and only as long as, it is coupled with an interest sufficient in law tosupport an irrevocable power.  Astockholder may revoke any proxy which is not irrevocable by attending themeeting and voting in person or by filing an instrument in writing revoking theproxy or another duly executed proxy bearing a later date with the Secretarybefore the proxy is voted.  Unlessotherwise required by law, voting of stockholders for the election of directorsneed not be by written ballot.  Votingof stockholders for all other matters need not be by written ballot unless sodetermined at a stockholders meeting by the vote of the holders of a majorityof the outstanding shares of capital stock present in person or represented byproxy at the meeting and entitled to vote on the subject matter submitted to avote at the meeting.  Unless otherwiseprovided by law or the certificate of incorporation, the vote of the holders ofa majority of the shares of capital stock of the Corporation present in personor represented by proxy at a meeting at which a quorum is present and entitledto vote on the subject matter submitted to a vote at the meeting shall be theact of the stockholders.  Subject to therights of holders of any class or series of preferred stock, any actionrequired or permitted to be taken by the holders of capital stock of theCorporation must be effected at a duly called annual or special meeting of theholders of capital stock of the Corporation and may not be effected by anyconsent in writing by such holders.**

 

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## **Section 2.8     ***Fixing Date forDetermination of Stockholders of Record.*  In order that the Corporation may determinethe stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof or to express consent to corporateaction in writing without a meeting, or entitled to receive payment of anydividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stockor for the purpose of any other lawful action, the Board of Directors may fix,in advance, a record date, which shall not be more than sixty nor less than tendays before the date of such meeting, more than ten days after the date uponwhich the resolution fixing the record date with respect to the taking ofcorporate action by written consent without a meeting is adopted by the Boardof Directors, nor more than sixty days prior to any other action.  If no record date is fixed:  (a) the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholdersshall be at the close of business on the day next preceding the day on whichnotice is given or, if notice is waived, at the close of business on the daynext preceding the day on which the meeting is held; (b) the record date fordetermining stockholders entitled to express consent to corporate action inwriting without a meeting, when no prior action by the Board of Directors isnecessary, shall be the day on which the first written consent is expressed;(c) the record date for determining stockholders entitled to express consent tocorporate action in writing without a meeting, when prior action by the Boardof Directors is required, shall be at the close of business on the day on whichthe Board of Directors adopts the resolution taking such prior action; and (d)the record date for determining stockholders for any other purpose shall be atthe close of business on the day on which the Board of Directors adopts theresolution relating thereto.  A

 

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determination of stockholdersof record entitled to notice of or to vote at a meeting of stockholders shallapply to any adjournment of the meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.

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## **Section 2.9     ***List of StockholdersEntitled to Vote.* The Secretary shall make, at the earlier of ten days before everymeeting of the stockholders or ten days after the record date, a complete listof the stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for anypurpose germane to the meeting, during ordinary business hours, for a suchperiod, either at a place within the city where the meeting is to be held,which place shall be specified in the notice of the meeting, or, if not sospecified, at the place where the meeting is to be held.  The list shall also be produced and kept atthe time and place of the meeting during the whole time thereof and may beinspected by any stockholder who is present.

 

**ARTICLE III****         BOARD OF DIRECTORS**

 

## **Section 3.1**     *Powers; Number;Qualifications.* Unless otherwise provided by law or the certificate of incorporation, the business and affairs of theCorporation shall be under the direction of a board of directors.  The number of directors constituting theentire board of directors shall not be less than eight nor more than fifteen asfixed from time to time by resolution of not less than two-thirds (2/3) of thenumber of directors which immediately prior to such proposed change had beenfixed, in the manner prescribed herein, by the board of directors of theCorporation, *provided, however*,that

 

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the number of directors shall not be reduced as to shorten the term ofany director at the time in office, and *providedfurther*, that the number of directors constituting the entire boardof directors shall be nine until otherwise fixed as described immediatelyabove.  No person shall be eligible forelection to the board of directors unless such person owns not less than 1,000shares of the Corporation’s common stock, and has resided, for not less thansix months prior to his or her election, in a county where the Corporationmaintains a banking office.

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All directors are subject to mandatoryretirement from the board upon reaching the age of seventy-two (72).  Such retirement shall be effective at thefirst regularly scheduled board meeting after such director reaches the age ofseventy-two (72).

 

## **Section 3.2     ***Election; NewDirectorships; Vacancies; Removal; Resignation.*  The directors of the Corporationshall be divided into three classes, Class I, Class II andClass III, as nearly equal in number as the then total number of directorsconstituting the entire board of directors permits with the term of office ofone class expiring each year.  Directorsof Class I shall hold office for an initial term expiring at the 2003annual meeting, directors of Class II shall hold office for an initialterm expiring at the 2004 annual meeting and directors of Class III shallhold office for an initial term expiring at the 2005 annual meeting.

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## **At each annual meeting of stockholders, thesuccessors to the class of directors whose term shall then expire shall beelected to hold office for a term expiring at the third succeeding annualmeeting.  In the event of any change inthe authorized number of directors, each director then continuing to serve assuch shall continue as a director of the**

 

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class of which he or she is a member until the expiration of his or hercurrent term, or his or her prior resignation, disqualification, disability orremoval.  There shall be no cumulativevoting in the election of directors. Election of directors need not be by written ballot unless the bylaws ofthe Corporation so provide.

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## **Any vacancies on the board of directors forany reason, and any directorships resulting from any increase in the number ofdirectors, may be filled only by the affirmative vote of a majority ofdirectors then in office, although less than a quorum, or by the sole remainingdirector.  Any directors so chosen shallhold office until the next election of the class for which such directors shallhave been chosen and until their successors shall be elected andqualified.  If the number of directorsis changed, any increase or decrease in the number of directors may beallocated to any such class the board of directors selects in its discretion.**

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## **A director may be removed only for cause asdetermined by the affirmative vote of the holders of at least a majority of theshares then entitled to vote generally in the election of directors (consideredfor this purpose as one class) cast at an annual meeting of stockholders or ata special meeting of the stockholders called expressly for that purpose.  Cause for removal shall include, but not belimited to, the situation where a director whose removal is proposed has beenconvicted of a felony by a court of competent jurisdiction or has been adjudgedby a court of competent jurisdiction to be liable for gross negligence orwillful misconduct in the performance of such director’s duty to the Corporationand such adjudication is no longer subject to direct appeal.**

 

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## **Each director shall hold office until hissuccessor is elected and qualified or until his earlier death, resignation orremoval.  Any director may resign at anytime upon written notice to the Corporation directed to the Board of Directorsor the Secretary.  Such resignationshall take effect at the time specified therein, and unless otherwise specifiedtherein no acceptance of such resignation shall be necessary to make iteffective.**

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## **Section3.3     ***Procedure for Nomination*. Not less than 30 days prior to the annualmeeting of stockholders, the Board of Directors, through the Nominating andCorporate Governance Committee, shall nominate a slate of candidates equal tothe number of directorships to be elected at next annual meeting ofstockholders and shall notify the stockholders of the slate of nominees withthe proxy material submitted prior to the annual meeting.  Other nominations of qualified directors maybe made by any stockholder so long as they are received by the Secretary of theCorporation, in writing, on a form to be provided for that purpose, not lessthan ten days prior to the annual meeting, and so long as these nominationsareotherwise in conformity with applicable laws and regulations.

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## **Section 3.4     ***Regular Meetings.*  Regular meetings of the Board ofDirectors shall be held at such dates, times and places either within orwithout the State of Delaware as the Board of Directors shall from time to timedetermine.

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## **Section 3.5     ***Special Meetings.*  Special meetings of the Board ofDirectors may be called at any time by the Chairman, if any, the Vice Chairman,if any, the President or by any two members of the Board of Directors.  Each special meeting shall be held at

 

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such date, time and placeeither within or without the State of Delaware as shall be fixed by the personor persons calling the meeting.

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## **Section 3.6     ***Notice of Meetings.*  Written notice of each meetingof the Board of Directors shall be given which shall state the date, time andplace of the meeting.  The writtennotice of any meeting shall be given at least twenty-four hours in advance ofthe meeting to each director.  Noticemay be given by letter, telegram, e-mail, telex or facsimile and shall bedeemed to have been given when, delivered to the telegraph company ortransmitted by e-mail, telex or facsimile, or forty-eight hours after depositedin the United States mail, as the case may be.

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## **Section 3.7     ***Telephonic MeetingsPermitted.* Members of the Board of Directors or any committee designated by theBoard of Directors may participate in a meeting of the Board of Directors or ofsuch committee by means of conference telephone or similar communicationequipment by means of which all persons participating in the meeting can heareach other, and participation in the meeting pursuant to this by-law shallconstitute presence in person at such meeting .

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## **Section 3.8     ***Quorum; Vote Requiredfor Action.*  Unlessotherwise required by law, at each meeting of the Board of Directors, thepresence of three-fourths of the total number of directors shall constitute aquorum for the transaction of business. The vote of a majority of the directors present at a meeting at which aquorum is present shall be the act of the Board of Directors, unless the voteof a greater number is required by law or the certificate ofincorporation.  In case at any meetingof the Board of Directors a quorum shall not be present, the members of theBoard of Directors present may by

 

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majority vote adjourn themeeting from time to time, with notice as provided in section 3.5 for thecontinuation of the meeting so adjourned.

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## **Section 3.9     ***Organization.*  Meetings of the Board ofDirectors shall be presided over by the Chairman, or in his absence by theVice-Chairman, or in his absence by the President, or in their absence by achairman chosen at the meeting.  TheSecretary shall act as secretary of the meeting, but in his/her absence thechairman of the meeting may appoint any person to act as secretary of themeeting.

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## **Section 3.10    ***Action by Directors Without aMeeting.* Unless otherwise provided by the certificate of incorporation, anyaction required or permitted to be taken at any meeting of the Board ofDirectors or any committee designated by the Board of Directors may be takenwithout a meeting if all members of the Board of Directors or of such committeeconsent thereto in writing, and the writing or writings are filed with theminutes of proceedings of the Board of Directors or such committee.

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## **Section 3.11    ***Compensation of Directors.*  Unless otherwise provided by thecertificate of incorporation, the Board of Directors shall have the authorityto fix the compensation of directors, which compensation may include thereimbursement of expenses incurred in connection with meetings of the Board ofDirectors or a committee thereof.

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**ARTICLE IV****         COMMITTEES**

 

## **Section 4.1     ***Committees.*  The Board of Directors may, byresolution passed by a majority of the whole Board of Directors, designate oneor more committees, each

 

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committee to consist of one ormore of the directors of the Corporation. The Board of Directors, or any Committee Chairperson, may designate oneor more directors as alternate members of any committee, who may replace anyabsent or disqualified member of such committee at any meeting thereof.

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## **Section 4.2     ***Standing Committees.*  In addition to the generality ofthe foregoing, there shall be standing committees of the Board consisting ofthe Compensation, Funds Management, Trust, Audit, Loan, Long Range Planning,and Nominating and Corporate Governance Committees.  Each Committee shall consist of at least three directors.  Periodic rotation of directors to newcommittee assignments is encouraged but not required.  The chairperson of each committee shall have served on thatcommittee for at least one year prior to being selected as chairperson.  Exceptions to chair positions shall be notedin the minutes.  The Audit Committeeshall consist solely of independent directors.

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The Nominating andCorporate Governance Committee shall meet not less than twice annually andadditionally on an as needed basis and shall consider new directors.  Consideration for new directors shallinclude, among other things, business development opportunities, communityinvolvement, and judgment in the execution of responsibilities to theshareholders.  The Nominating andCorporate Governance Committee shall, on an annual basis, select theindividuals to be presented as the Company’s nominees for director at thatyear’s annual meeting of stockholders.

 

The Long RangePlanning Committee shall consist of the entire board, and shall meet on an asrequired basis.  The CompensationCommittee shall consist of at least three independent directors, as determinedby the Board, and meet at least twice annually and

 

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additionally as required ordeemed necessary. All other committees shall meet not less frequently thanquarterly, shall maintain minutes of all activities and shall report thoseminutes and other information to the entire Board.

 

## **Section 4.3     ***Power of Committees*.  Any committee designated by theBoard of Directors, to the extent provided in a resolution of the Board ofDirectors, shall have and may exercise all the powers and authority of theBoard of Directors in the management of the business and affairs of theCorporation and may authorize the seal of the Corporation to be affixed to allpapers which may require it; but no such committee shall have the power orauthority to take any action which by law may only be taken by the Board ofDirectors or to take any action with reference to:  amending the certificate of incorporation (except that acommittee may, to the extent authorized in the resolution or resolutionsproviding for the issuance of shares of stock adopted by the Board ofDirectors, fix the designation and any of the preferences or rights of suchshares relating to dividends, redemption, dissolution, any distribution ofassets of the Corporation or the conversion into, or the exchange of suchshares for, shares of any other class or classes or any other series of thesame or any other class or classes of stock of the Corporation or fix thenumber of shares of any series of stock or authorize the increase or decreaseof the shares of any series), adopting an agreement of merger or consolidation,recommending to the stockholders the sale, lease or exchange of all orsubstantially all of the Corporation’s property and assets, recommending to thestockholders a dissolution of the Corporation or a revocation of dissolution,removing or indemnifying directors or amending these by-laws; and, unless aresolution of the Board of Directors expressly so provides, no such committeeshall have the power or authority to declare a dividend, to

 

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authorize the issuance of stockor to adopt a certificate of ownership and merger pursuant to Section 253 ofthe General Corporation Law of the State of Delaware.

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## **Section 4.4     ***Committee Rules.*  Unless the Board of Directorsotherwise provides, each committee designated by the Board of Directors mayadopt, amend and repeal rules for the conduct of its business.  In the absence of a resolution by the Boardof Directors or a provision in the rules of such committee to the contrary, thepresence of a majority of the total number of members of such committee shallconstitute a quorum for the transaction of business, and the vote of a majorityof the members present at a meeting at which a quorum is present shall be theact of such committee.  Only committeemembers may vote at a committee meeting.

 

**ARTICLE V****          OFFICERS**

 

## **Section 5.1     ***Officers; Elections.*  As soon as practicable after theannual meeting of stockholders in each year, the Board of Directors shall electfrom its membership or outside thereof a President and a Secretary.  The Board of Directors may also elect fromits membership a Chairman of the Board of Directors (herein called “Chairman”)and a Vice Chairman of the Board of Directors (herein called “Vice Chairman”),and from its membership or outside thereof a Chief Executive Officer, one ormore Vice Presidents, one or more Assistant Vice Presidents, one or moreAssistant Secretaries, a Treasurer and one or more Assistant Treasurers andsuch other officers or agents as it may determine.  Unless otherwise provided by the certificate of incorporation,any number of offices may be held by the same person.  The Chairman and Vice Chairman shall be elected by a majoritysecret ballot of the entire board, for a term

 

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of one year.  Those directors serving in those offices maysucceed themselves as Chairman and Vice-Chairman, for an additional one-yearterm.

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## **Section 5.2     ***Term of Office;Resignation; Removal; Vacancies.*  Except as otherwise provided by the Board ofDirectors when electing any officer, each officer shall hold office until thefirst meeting of the Board of Directors after the annual meeting ofstockholders next succeeding his election, or until his successor is electedand qualified or until his earlier resignation or removal.  Any officer may resign at any time uponwritten notice to the Corporation directed to the Board of Directors and theSecretary.  Such resignation shall takeeffect at the time specified therein, and unless otherwise specified therein noacceptance of such resignation shall be necessary to make it effective.  The Board of Directors may remove anyofficer or agent with or without cause at any time.  In the event of a resignation or removal of an officer who isalso a director of the Company or any subsidiary, such resignation or removalshall also operate as a resignation or removal from the Board ofDirectors.  Any such removal shall bewithout prejudice to the contractual rights of such officer or agent, if any,with the Corporation, but the election of an officer or agent shall not ofitself create any contractual rights. Any vacancy occurring in any office of the Corporation by death,resignation, removal or otherwise may be filled for the unexpired portion ofthe term by the Board of Directors, but shall not require the filling of avacancy on the board in the event of the resignation or removal of an officerwho is also a member of the Board.

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## **Section 5.3     ***Powers and Duties.*  The officers of the Corporationshall have such powers and duties in the management of the Corporation as shallbe stated in these by-laws or in a resolution of the Board of Directors whichis not inconsistent with these

 

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by-laws and, to the extent notso stated, as generally pertain to their respective offices, subject to thecontrol of the Board of Directors.  TheSecretary shall have the duty to record in a book to be kept for that purposethe proceedings of the meetings of the stockholders, the Board of Directors andany committees designated by the Board of Directors.

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## **Section 5.4     ***Other Officers;Security.* The other officers, if any, of the Corporation shall have such dutiesand powers as generally pertain to their respective offices and such otherduties and powers as the Board of Directors shall from time to time delegate toeach such officer.  The Board ofDirectors may require any officer, agent or employee to give security, by bondor otherwise, for the faithful performance of his duties.

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## **Section 5.5     ***Compensation ofOfficers.* The compensation of each officer shall be fixed by senior management ofthe company, shall be subject to review by the Board of Directors, and noofficer shall be prevented from receiving such compensation by virtue of hisalso being a director.

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**ARTICLE VI****         STOCK**

 

## **Section 6.1     ***Certificates.** *Every holder of one or more shares of capital stock of the Corporationshall be entitled to have a certificate signed by or in the name of theCorporation by the Chairman or Vice Chairman, if any, or the President or aVice President, and by the Treasurer or an Assistant Treasurer, if any, or theSecretary or an Assistant Secretary, certifying the number of shares owned byhim in the Corporation.  Any or all ofthe signatures on the certificate may be a facsimile.  In case any officer,

 

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transfer agent or registrar whohas signed or whose facsimile signature has been placed upon a certificateshall have ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Corporation with the same effectas if he were such officer, transfer agent or registrar at the date of issue.

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## **Section 6.2     ***Lost, Stolen orDestroyed Stock Certificates; Issuance of New Certificates.*  The Corporation may issue a newcertificate of stock in the place of any certificate theretofore issued by it,alleged to have been lost, stolen or destroyed, and the Corporation may requirethe owner of the lost, stolen or destroyed certificate, or his legalrepresentative, to give the Corporation a bond sufficient to indemnify itagainst any claim that may be made against it on account of the alleged loss, theftor destruction of any such certificate or the issuance of such new certificate.

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**ARTICLE VII****       INDEMNIFICATION**

 

## **Section 7.1**     *Indemnification.*

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***7.1.1***     ***Actions, Suits or Proceedings otherthan by or in the Right of the Corporation*.**  The corporation shall indemnify any personwho was or is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (other than an action by or in the right of thecorporation) by reason of the fact that he or she is or was a director,officer, employee or agent of the corporation, or is or was serving at therequest of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, or byreason of any action alleged to have been taken or omitted in such capacity,against expenses (including attorneys’ fees),

 

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judgments, fines and amountspaid in settlement actually and reasonably incurred by him or her or on his orher behalf in connection with such action, suit or proceeding and any appealtherefrom, if he or she acted in good faith and in a manner he or shereasonably believed to be in, or not opposed to, the best interests of thecorporation, and, with respect to any criminal action or proceeding, had noreasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption thatthe person did not act in good faith and in a manner which he or she reasonablybelieved to be in, or not opposed to, the best interests of the corporationand, with respect to any criminal action or proceeding, had reasonable cause tobelieve that his or her conduct was unlawful.

 

***7.1.2***     ***Actions or Suits by or in the rightof the Corporation*.**  Thecorporation shall indemnify any person who was or is a party or is threatenedto be made a party to any threatened, pending or completed action or suit by orin the right of the corporation to procure a judgment in its favor by reason ofthe fact that he or she is or was a director, officer, employee or agent of thecorporation oris or was serving or has agreed to serve at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, or by reason of any action alleged to havebeen taken or omitted in such capacity, against expenses (including attorneys’fees) actually and reasonably incurred by him or her or on his or her behalf inconnection with the defense or settlement of such action or suit and any appealtherefrom, if he or she acted in good faith and in a manner he or shereasonably believed to be in, or not opposed to, the best interests of thecorporation, except that no

 

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indemnification shall be madein respect of any claim, issue or matter as to which such person shall havebeen adjudged to be liable to the corporation unless and only to the extentthat the Court of Chancery of Delaware or the court in which such action orsuit was brought shall determine upon application that, despite theadjudication of such liability but in view of all the circumstances of thecase, such person is fairly and reasonably entitled to indemnity for suchcosts, charges and expenses which the Court of Chancery or such other courtshall deem proper.

 

***7.1.3***     ***Indemnification for Costs, Chargesand Expenses of Successful*.** Notwithstanding the other provisions of this Section 7.1, to the extentthat a director, officer, employee or agent has been successful, on the meritsor otherwise, including, without limitation, to the extent permitted byapplicable law, the dismissal of an action without prejudice, in defense of anyaction, suit or proceeding referred to in Sections 7.1.1 and 7.1.2, or indefense of any claim, issue or matter therein, he or she shall be indemnifiedagainst all costs, charges and expenses (including attorneys’ fees) actuallyand reasonably incurred by him or her or on his or her behalf in connectiontherewith.

 

***7.1.4***     ***Determination of Right to Indemnification*.**  Any indemnification under Sections 7.1.1 and7.1.2, (unless ordered by a court) shall be paid by the corporation, if adetermination is made (a) by the board of directors by a majority vote of thedirectors who were not parties to such action, suit or proceeding, or (b) ifsuch majority of disinterested directors so directs, by independent legalcounsel in a written opinion, or (c) by the stockholders, that indemnificationof the director or officer is proper in the circumstances because he or she hasmet the applicable standard of conduct set forth in Sections 7.1.1 and 7.1.2.

 

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***7.1.5***     ***Advance of Costs, Charges andExpenses*.**  Expenses(including attorneys’ fees) incurred by a person referred to in Sections 7.1.1and 7.1.2 in defending a civil, criminal, administrative or investigativeaction, suit or proceeding shall be paid by the corporation in advance of thefinal disposition of such action, suit or proceeding; provided, however,that the payment of such costs, charges and expenses incurred by a director orofficer in his or her capacity as a director or officer (and not in any othercapacity in which service was or is rendered by such person while a director orofficer) in advance of the final disposition of such action, suit or proceedingshall be made only upon receipt of an undertaking by or on behalf of thedirector or officer to repay all amounts so advanced in the event that it shallultimately be determined that such director or officer is not entitled to beindemnified by the corporation as authorized in this Article VII.  Such costs, charges and expenses incurred byother employees and agents may be so paid upon such terms and conditions, ifany,  as the majority of the directorsdeems appropriate.  The majority of thedirectors may, in the manner set forth above, and upon approval of suchdirector or officer of the corporation, authorize the corporation’s counsel torepresent such person, in any action, suit or proceeding, whether or not thecorporation is a party to such action, suit or proceeding.

 

***7.1.6***     ***Procedure for Indemnification*.**  Any indemnification under Sections 7.1.1,7.1.2 and 7.1.3, or advance of costs, charges and expenses under Section 7.1.5,shall be made promptly, and in any event within 60 days, upon the writtenrequest of the director, officer, employee or agent.  The right to indemnification or advances as granted by thisArticle VII shall be enforceable by the director, officer, employee oragent in any court of competent jurisdiction, if the corporation denies suchrequest, in whole or

 

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in part, or if no dispositionthereof is made within 60 days.  Suchperson’s costs and expenses incurred in connection with successfullyestablishing his or her right to indemnification, in whole or in part, in anysuch action shall also be indemnified by the corporation.  It shall be a defense to any such action(other than an action brought to enforce a claim for the advance of costs,charges and expenses under Section 7.1.5, where the required undertaking, ifany, has been received by the corporation) that the claimant has not met thestandard of conduct set forth in Sections 7.1.1 and 7.1.2, but the burden ofproving such defense shall be on the corporation.  Neither the failure of the corporation (including its board ofdirectors, its independent legal counsel and its stockholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is proper in the circumstances because he or she has met theapplicable standard of conduct set forth in Sections 7.1.1 and 7.1.2, nor thefact that there has been an actual determination by the corporation (includingits board of directors, its independent legal counsel and its stockholders)that the claimant has not met such applicable standard of conduct, shall be adefense to the action or create a presumption that the claimant has not met theapplicable standard of conduct.

 

***7.1.7***     ***Settlement*.**  The corporation shall not be obligated toreimburse the costs of any settlement to which it has not agreed.  If in any action, suit or proceeding,including any appeal, within the scope of Sections 7.1.1 and 7.1.2, the personto be indemnified shall have unreasonably failed to enter into a settlementthereof offered or assented to by the opposing party or parties in such action,suit or proceeding, then, notwithstanding any other provision hereof, theindemnification obligation of the corporation to such person in connection withsuch action, suit or proceeding shall not

 

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exceed the total of the amountat which settlement could have been made and the expenses incurred by suchperson prior to the time such settlement could reasonably have been effected.

 

## **Section7.2     *Subsequent Amendment.***  No amendment, termination or repeal of thisArticle VII or of relevant provisions of the Delaware General CorporationLaw or any other applicable law shall affect or diminish in any way the rightsof any director or officer of the corporation to indemnification under theprovisions hereof with respect to any action, suit or proceeding arising outof, or relating to, any actions, transactions or facts occurring prior to thefinal adoption of such amendment, termination or repeal.

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## **Section7.3     *Other Rights; Continuation of Right toIndemnification.*** The indemnification provided by this Article VII shall not bedeemed exclusive of any other rights to which a director, officer, employee oragent seeking indemnification may be entitled under any law (common orstatutory), agreement, vote of stockholders or disinterested directors orotherwise, both as to action in his or her official capacity and as to actionin any other capacity while holding office or while employed by or acting asagent for the corporation, and shall continue as to a person who has ceased tobe a director, officer, employee or agent, and shall inure to the benefit ofthe estate, heirs, executors and administrators of such person.  Nothing contained in this Article VIIshall be deemed to prohibit, and the corporation is specifically authorized toenter into, agreements with officers and directors providing indemnificationrights and procedures different from those set forth herein.  All rights to indemnification under thisArticle VII shall be deemed to be a contract between the corporation andeach director or officer of the corporation who serves or served in suchcapacity at any time while this Article VII is

 

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in effect.  The corporation shall not consent to anyacquisition, merger, consolidation or other similar transaction unless thesuccessor corporation assumes by operation of law or by agreement theobligations set forth in this Article VII.

## ** **

## **Section7.4     *Insurance.***  The corporation shall have the power topurchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the corporation, or is or was servingat the request of the corporation as director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against him or her and incurred by him or her inany such capacity, or arising out of his or her status as such, whether or notthe corporation would have the power to indemnify him or her against suchliability under this Article VII.

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## **Section7.5     *Certain Definitions.* **Forpurposes of this Article VII:

## ** **

(i)     referencesto “the corporation” shall include, in addition to the resulting corporation,any constituent corporation (including any constituent of a constituent)absorbed in a consolidation or merger which, if its separate existence hadcontinued, would have had the power and authority to indemnify its directors,officers, employees or agents, so that any person who is or was a director,officer, employee or agent of such constituent corporation, or is or wasserving at the request of such constituent corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprises, shall stand in the same position under this Article VIIwith respect to the resulting or surviving corporation as he or she would havewith respect to such constituent corporation if its separate existence hadcontinued;

 

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(ii)     referencesto “other enterprises” shall include employee benefit plans;

 

(iii)     referencesto “fines” shall include any excise taxes assessed on a person with respect toan employee benefit plan;

 

(iv)     referencesto “serving at the request of the corporation” shall include any service as adirector, officer, employee or agent of the corporation which imposes dutieson, or involves services by, such director, officer, employee or agent withrespect to an employee benefit plan, its participants or beneficiaries; and

 

(v)     aperson who acted in good faith and in a manner he or she reasonably believed tobe in the interest of the participants and beneficiaries of an employee benefitplan shall be deemed to have acted in a manner “not opposed to the bestinterests of the corporation,” as referred to in this Article VII.

 

## **Section7.6     *Savings Clause.***  If this Article VII or any portionhereof shall be invalidated on any ground by any court of competentjurisdiction, then the corporation shall nevertheless indemnify each directoror officer of the corporation as to any costs, charges, expenses (includingattorney’s fees), judgments, fines and amounts paid in settlement with respectto any action, suit or proceeding, whether civil, criminal, administrative orinvestigative, including an action by or in the right of the corporation, tothe full extent permitted by any applicable portion of this Article VIIthat shall not have been invalidated and to the full extant permitted byapplicable law.

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## **Section7.7     *Subsequent Legislation.***  If the Delaware General Corporation

 

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Law is amended after the datehereof to further expand the indemnification permitted to directors andofficers of the corporation, then the corporation shall indemnify such personto the fullest extent permitted by the Delaware General Corporation Law, as soamended.

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**ARTICLE VIII****      MISCELLANEOUS**

 

## **Section 8.1     ***Fiscal Year.*  The fiscal year of theCorporation shall be a calendar year.

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## **Section 8.2     ***Seal.** *The Corporation may have a corporate seal which shall have the name of theCorporation inscribed thereon and shall be in such form as may be approved fromtime to time by the Board of Directors.

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## **Section 8.3     ***Waiver of Notice ofMeetings of Stockholders, Directors and Committees.*  Whenever notice is required tobe given by law, the certificate of incorporation or these by-laws, a writtenwaiver thereof, signed by the person entitled to notice, whether before orafter the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person attends ameeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened.  Unless otherwise providedby the certificate of incorporation, neither the business to be transacted at,nor the purpose of, any regular or special meeting of the stockholders,directors or members of a committee of directors need be specified in anywritten waiver of notice.

 

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## **Section 8.4     ***Interested Directors,Officers, Quorum.* No contract or transaction between the Corporation and one or more ofits directors or officers, or between the Corporation and any othercorporation, partnership, association or other organization in which one ormore of its directors or officers are directors or officers, or have afinancial interest, shall be void or voidable solely for this reason, or solelybecause the director or officer is present at or participates in the meeting ofthe Board of Directors or committee thereof which authorizes the contract ortransaction, or solely because his or their votes are counted for such purpose,if:  (a) the material facts as to hisrelationship or interest and as to the contract or transaction are disclosed orare known to the Board of Directors or the committee, and the Board ofDirectors or committee in good faith authorizes the contract or transaction bythe affirmative vote of a majority of the disinterested directors, even thoughthe disinterested directors be less than a quorum; or (b) the material facts asto his relationship or interest and as to the contract or transaction aredisclosed or are known to the stockholders entitled to vote thereon, and thecontract or transaction is specifically approved in good faith by vote of thestockholders; or (c) the contract or transaction is fair as to the Corporationas of the time it is authorized, approved or ratified, by the Board of Directors,a committee thereof or the stockholders. Common or interested directors may be counted in determining thepresence of a quorum at a meeting of the Board of Directors or of a committeewhich authorizes the contract or transaction.

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## **Section 8.5     ***Books and Records.*  The books and records of theCorporation may be kept within or without the State of Delaware at such placeor places as may be designated from time to time by the Board of Directors.  Any records maintained by the

 

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Corporation in the regularcourse of its business, including its stock ledger, books of account and minutebooks, may be kept on, or be in the form of, punch cards, magnetic tape,photographs, microphotographs or any other information storage device providedthat the records so kept can be converted into clearly legible form within areasonable time.  The Corporation shallso convert any records so kept upon the request of any person entitled toinspect the same.

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## **Section 8.6**     *Amendment of By-laws.*  The bylaws of the Corporation maybe amended, altered or repealed by the stockholders of the Corporation, *provided, however*, that such amendment,alteration or repeal is approved by the affirmative vote of the holders of notless than 75% of the outstanding shares of stock of the Corporation thenentitled to vote generally in the election of directors.  The bylaws may also be amended, altered orrepealed by a majority of the directors then in office.

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