1

 
meeting shall, if the facts warrant, determine and declare to the meeting that business wasnot properly brought before the meeting and in accordance with the provisions of this Section 1,and if he should so determine, he shall so declare to the meeting and any such business notproperly brought before the meeting shall not be transacted.     Section 2. Special Meetings. Special meetings of the shareholders, for anypurpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, orby the Board of Directors, and shall be called by the President at the request of the holders ofnot less than one-tenth of all outstanding shares of the Corporation entitled to vote at themeeting.     Section 3. Place of Meeting. The Board of Directors may designate any place,either within or without the State of West Virginia, as the place of meeting for any annual meetingor for any special meeting called by the Board of Directors. If no designation is made, or if aspecial meeting be otherwise called, the place of meeting shall be the principal office of theCorporation.     Section 4. Notice of Meeting. Written notice stating the place, day and hourof the meeting and, the purpose or purposes for which the meeting is called, shall be delivered notless than ten nor more than fifty days before the date of the meeting, either personally or bymail, by or at the direction of the Chairman of the Board, President, Secretary or the officer ofother persons calling the meeting, to each shareholder of record entitled to vote at such meeting.If mailed, such notice shall be deemed to be delivered when deposited in the United States mail,addressed to the shareholder at his address as it appears on the stock transfer books of theCorporation, with postage thereon prepaid.     Section 5. Closing of Transfer Books or Fixing of Record Date. For thepurpose of determining shareholders entitled to notice of or to vote at any meeting of shareholdersor any adjournment thereof, or shareholders entitled to receive payment of any dividend, or inorder to make a determination of shareholders for any other proper purpose, the Board of Directorsof the Corporation may provide that the stock transfer books shall be closed for a stated periodbut not to exceed, in any case, fifty days. If the stock transfer books shall be closed for thepurpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders,such books shall be closed for at least ten days immediately preceding such meeting. In lieu ofclosing the stock transfer books, the Board of Directors may fix in advance a date as the recorddate for any such determination of shareholders, such date in any case to be not more than fiftydays and, in case of a meeting of shareholders, not less than ten days prior to the date on whichthe particular action, requiring such determination of shareholders, is to be taken. If the stocktransfer books are not closed and no record date is fixed for the determination of shareholdersentitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receivepayment of a dividend, the date on which notice of the meeting is mailed or the date on which theresolution of the Board of Directors declaring such dividend is adopted, as the case may be, shallbe the record date for such determination of shareholders. When a determination of shareholdersentitled to vote at
2

 
any meeting of shareholders has been made as provided in this section, such determinationshall apply to any adjournment thereof.     Section 6. Voting Record. The officer or agent having charge of the stocktransfer books for shares of the Corporation shall make a complete record of the shareholdersentitled to vote at each meeting of shareholders or any adjournment thereof, arranged inalphabetical order, with the address of and the number of shares held by each. Such record shallbe produced and kept open at the time and place of the meeting and shall be subject to theinspection of any shareholder during the whole time of the meeting for the purposes thereof.     Section 7. Quorum. A majority of the outstanding shares of the Corporationentitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting ofshareholders. If less than a majority of the outstanding shares are represented at a meeting, amajority of the shares so represented may adjourn the meeting from time to time without furthernotice. At such adjourned meeting at which a quorum shall be present or represented, any businessmay be transacted which might have been transacted at the meeting as originally noticed. Theshareholders present at a duly organized meeting may continue to transact business untiladjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.     Section 8. Proxies. At all meetings of shareholders, a shareholder may votein person or by proxy executed in writing by the shareholder or by his duly authorizedattorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at thetime of the meeting. No proxy shall be valid after eleven months from the date of its execution,unless otherwise provided in the proxy.     Section 9. Voting of Shares. Subject to the provisions of Section 12 of thisArticle II, each outstanding share entitled to vote shall be entitled to one vote upon each mattersubmitted to a vote at a meeting of shareholders.     Section 10. Voting of Shares by Certain Holders. Shares standing in the nameof another corporation may be voted by such officer, agent or proxy as the bylaws of suchcorporation may prescribe, or, in the absence of such provision, as the Board of Directors of suchother corporation may determine.     Shares held by an administrator, executor, guardian, committee, curator, or conservator may bevoted by him, either in person or by proxy, without a transfer of such shares into his name.Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but notrustee shall be entitled to vote shares held by him without a transfer of such shares into hisname.     Shares standing in the name of a receiver may be voted by such receiver, and shares held by orunder the control of a receiver may be voted by such receiver without the transfer thereof into hisname if authority to do so be contained in an appropriate order of the court by which such receiverwas appointed.
3

 
     A shareholder whose shares are pledged shall be entitled to vote such shares until the shareshave been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled tovote the shares so transferred.     Neither treasury shares of its own stock held by the Corporation nor shares held by anothercorporation if a majority of the shares entitled to vote for the election of directors of suchother corporation are held by the Corporation, shall be voted at any meeting or counted indetermining the total number of outstanding shares at any given time for purposes of any meeting.     Section 11. Informal Action by Shareholders. Any action required orpermitted to be taken at a meeting of the shareholders may be taken without a meeting if a consentin writing, setting forth the action so taken, shall be signed by all of the shareholders entitledto vote with respect to the subject matter thereof.     Section 12. Cumulative Voting. At each election for directors everyshareholder entitled to vote at such election shall have the right to vote, in person or by proxy,the number of shares owned by him for as many persons as there are directors to be elected and forwhose election he has a right to vote, or to cumulate his votes by giving one candidate as manyvotes as the number of such directors multiplied by the number of his shares shall equal, or bydistributing such votes on the same principle among any number of such candidates.     Section 13. Nominations for Election to the Board of Directors. Thenominations for election to the Board of Directors other than those made by or on behalf of theexisting management of the Corporation, shall be made by a shareholder in writing delivered ormailed to the President not less than fourteen days nor more than fifty days prior to the meetingcalled for the election of directors; provided, however, that if less than twenty-one days’ noticeof the meeting is given to shareholders, the nominations shall be mailed or delivered to thePresident not later than the close of business on the seventh day following the day on which thenotice of meeting was mailed. The notice of nomination shall include: (a) name and address ofproposed nominee(s); (b) principal occupation of nominee(s); (c) total shares to be voted for eachnominee; (d) name and address of notifying shareholder; and (e) number of shares owned by notifyingshareholder. Nominations not made in accordance with these requirements may be disregarded by theChairman of the meeting and in such case the votes cast for each such nominee shall likewise bedisregarded.     Section 14. Rules of Conduct at the Annual Meeting. The chairman of theannual meeting of shareholders shall have the right and authority to prescribe such rules,regulations and procedures and to do all such acts and things as are necessary or desirable for theproper conduct of the meeting, including, without limitation: maintenance of order; safety;limitations on the time allotted to questions or comments on the affairs of the Corporation; rulingmotions or comments out of order as in poor taste, unworkable, moot, repetitious of anotherproposal on the agenda, or otherwise; restrictions on entry to the meeting after the
4

 
time prescribed for the commencement thereof; and the opening and closing of the voting polls.**ARTICLE III. BOARD OF DIRECTORS**     Section 1. General Powers. The business and affairs of the Corporation shallbe managed by its Board of Directors.     Section 2. Number, Election and Terms; Nominations. Except as otherwisefixed by or pursuant to the provisions of Article VI of the Articles of Incorporation relating tothe rights of the holders of any class or series of stock having a preference over the Common Stockas to dividends or upon liquidation to elect additional directors under specified circumstances,the number of the directors of the Corporation shall be fixed from time to time by resolution ofthe Board of Directors but shall not be less than six nor more than thirty. The directors, otherthan those who may be elected by the holders of any class or series of stock having a preferenceover the Common Stock as to dividends or upon liquidation, shall be classified, with respect to thetime for which they severally hold office, into three classes, as nearly equal in number aspossible, as determined by the Board of Directors of the Corporation, one class to be originallyelected for a term expiring at the annual meeting of stockholders to be held in 2000, another classto be originally elected for a term expiring at the annual meeting of shareholders to be held in2001, and another class to be originally elected for a term expiring at the annual meeting ofshareholders to be held in 2002, with each class to hold office until its successor is elected andqualified. At each annual meeting of the shareholders of the Corporation, the successors of theclass of directors whose term expires at that meeting shall be elected to hold office for a termexpiring at the annual meeting of shareholders held in the third year following the year of theirelection. Nominations for the election of directors shall be given in the manner provided inArticle II, Section 13, of these bylaws. Directors need not be residents of the State of WestVirginia, but shall hold not less than five hundred shares of the capital stock of the Corporationin order to be eligible to serve as a director of the Corporation. After he or she attains the ageof 72 years, each director may serve only until the next annual meeting or other meeting in whichdirectors are elected; provided, however, that members of the Board of Directors ofthe Corporation who were directors of Centra Bank, Inc., as of the opening of Centra Bank, Inc.,may serve until they attain the age of 79 years, and thereafter may serve only until the nextannual meeting or other meeting in which directors are elected..     Section 3. Regular Meetings. A regular meeting of the Board of Directorsshall be held without notice other than this bylaw, immediately after, and at the same place as,the annual meeting of shareholders. The Board of Directors may provide, by resolution, the timeand place, either within or without the State of West Virginia, for the holding of additionalregular meetings without other notice than such resolution.     Section 4. Special Meetings. Special meetings of the Board of Directors maybe called by or at the request of the Chairman of the Board, if any, the President or the majorityof the directors. The person or persons authorized to call special meetings of the Board of
5

 
Directors may fix any place, either within or without the State of West Virginia, as the placefor holding any special meeting of the Board of Directors called by them.     Section 5. Notice. Notice of any special meeting shall be given at leastthree days previously thereto by written notice delivered personally or mailed to each director athis business address, or by telegram. If mailed at least five days prior to the date of meeting,such notice shall be deemed to be delivered when deposited in the United States mail, so addressed,with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to bedelivered when the telegram is delivered to the telegraph company. Any director may waive noticeof any meeting. The attendance of a director at a meeting shall constitute a waiver of notice ofsuch meeting, except where a director attends a meeting for the express purpose of objecting to thetransaction of any business because the meeting is not lawfully called or convened. Neither thebusiness to be transacted at, nor the purpose of, any regular or special meeting of the Board ofDirectors need be specified in the notice or waiver of notice of such meeting, except as otherwiseprovided by statute.     Section 6. Quorum. A majority of the number of directors fixed by Section 2of this Article III shall constitute a quorum for the transaction of business at any meeting of theBoard of Directors, but if less than such majority is present at the meeting a majority of thedirectors present may adjourn the meeting from time to time without further notice.     Section 7. Manner of Acting. The act of the majority of the directorspresent at a meeting at which a quorum is present shall be the act of the Board of Directors.     Section 8. Action Without a Meeting. Any action required or permitted to betaken by the Board of Directors at a meeting may be taken without a meeting if a consent inwriting, setting forth the action so taken, shall be signed by all the directors.     Section 9. Newly Created Directorships and Vacancies. Except as otherwiseprovided for or fixed by or pursuant to the provisions of Article VI of the Articles ofIncorporation relating to the rights of the holders of any class or series of stock having apreference over the Common Stock as to dividends or upon liquidation to elect directors underspecified circumstances, newly created directorships resulting from any increase in the number ofdirectors and any vacancies on the Board of Directors resulting from death, resignation,disqualification, removal or other cause shall be filled by the affirmative vote of a majority ofthe remaining Directors then in office, even though less than a quorum of the Board of Directors.Any director elected in accordance with the preceding sentence to fill a vacancy resulting from thedeath, resignation, disqualification, removal or other cause shall hold office for the remainder ofthe full term of the class of directors in which the vacancy occurred and until such director’ssuccessor shall have been elected and qualified, and any director elected in accordance with thepreceding sentence by reason of an increase in the number of directors shall hold office only untilthe next election of directors by shareholders and until his successor shall have been elected andqualified. No decrease in the number of directors constituting the Board of Directors shallshorten the term of any incumbent director.
6

 
     Section 10. Compensation. By resolution of the Board of Directors, eachdirector may be paid his expenses, if any, of attendance at each meeting of the Board of Directors,or committee thereof, and may be compensated as a director. No such compensation shall precludeany director from serving the Corporation in any other capacity and receiving compensationtherefor.     Section 11. Presumption of Assent. A director of the Corporation who ispresent at a meeting of the Board of Directors at which action on any corporate matter is takenshall be presumed to have assented to the action taken unless his dissent shall be entered in theminutes of the meeting or unless he shall file his written dissent to such action with the personacting as the Secretary of the meeting before the adjournment thereof or shall forward such dissentby registered mail to the Secretary of the Corporation immediately after the adjournment of themeeting. Such right to dissent shall not apply to a director who voted in favor of such action.     Section 12. Committees.     (a) Appointment. The Board of Directors may establish an Executive Committee andsuch other standing or special committees of the board as it may deem advisable, each of whichshall consist of two or more members of the Board of Directors. The designation of a committee andthe delegation thereto of authority shall not operate to relieve the Board of Directors, or anymember thereof, of any responsibility imposed by law. Once established, the powers of theExecutive Committee may be limited only by the vote of a three-fourths majority of the full Boardof Directors.     (b) Authority. The Executive Committee, when the Board of Directors is not insession shall have and may exercise all of the authority of the Board of Directors except to theextent, if any, that such authority shall be limited by the resolution appointing the ExecutiveCommittee and except also that the Executive Committee shall not have the authority of the Board ofDirectors in reference to amending the Articles of Incorporation, adopting a plan of merger orconsolidation, recommending to the shareholders the sale, lease or other disposition of all orsubstantially all of the property and assets of the Corporation otherwise than in the usual andregular course of its business, recommending to the shareholders a voluntary dissolution of theCorporation or a revocation thereof, or amending the bylaws of the Corporation. The authority ofother committees of the board shall be set forth in the resolutions, as amended from time to time,establishing the same.     (c) Tenure and Qualifications. Committees of the board shall consist only ofmembers of the Board of Directors. Each member of the Executive Committee shall hold office untilhis or her successor is designated as a member of the Executive Committee and is elected orappointed and qualified. The tenure of members of other committees of the board shall be set forthin the resolutions, as amended from time to time, establishing the same.     (d) Meetings. Regular meetings of the committees of the board may be heldwithout notice at such times and places as each committee may fix from time to time by resolution.Special meetings of any committee may be called by any member thereof upon
7

 
not less than one day’s notice stating the place, date and hour of the meeting, which noticemay be written or oral, and if mailed at least five days prior to the date of the meeting, shall bedeemed to be delivered when deposited in the United States mail addressed to the member of thecommittee at his business address. Any member of a committee may waive notice of any meeting andno notice of any meeting need be given to any member thereof who attends in person. The notice ofa meeting of a committee need not state the business proposed to be transacted at the meeting.     (e) Quorum. A majority of the members of a committee shall constitute a quorum forthe transaction of business at any meeting thereof, and action of the committee must be authorizedby the affirmative vote of a majority of the members present at a meeting at which a quorum ispresent.     (f) Action Without a Meeting. Any action required or permitted to be taken by acommittee at a meeting may be taken without a meeting if a consent in writing, setting forth theaction so taken, shall be signed by all of the members of the committee.     (g) Vacancies. Any vacancy in a committee may be filled by a resolution adopted by amajority of the full Board of Directors.     (h) Resignations and Removal. Any member of a committee may be removed at anytime with or without cause by resolution adopted by a majority of the full Board of Directors,except that, for the Executive Committee, the vote of a three-fourths majority of the full Board ofDirectors shall be required. Any member of a committee may resign from the committee at any timeby giving written notice to the President or Secretary of the Corporation, and unless otherwisespecified therein, the acceptance of such resignation shall not be necessary to make it effective.     (i) Procedure. A committee shall elect a presiding officer from its members andmay fix its own rules of procedure which shall not be inconsistent with these bylaws. It shallkeep regular minutes of its proceedings and report the same to the Board of Directors for itsinformation at the meeting thereof held next after the proceedings shall have been taken.     (j) Amendment. Notwithstanding any other provision of these Bylaws, theprovisions of Subsections 12(a), 12(c), 12(h) and this Subsection 12(j) may only be amended by thevote of a three-fourths majority of the full Board of Directors.     Section 13. Removal. Subject to the rights of any class or series ofstock having a preference over the Common Stock as to dividends or upon liquidation to electdirectors under the specified circumstances, any director may be removed from office, with orwithout cause and only by the affirmative vote of the holders of eighty percent of the full Boardof Directors or of combined voting power of the then outstanding shares of stock entitled to votegenerally in the election of directors, voting together as a single class.
8

 
     Section 14. Participation in Meetings by Means of Conference Telephone or SimilarInstrument. Any or all directors may participate in a meeting of the Board of Directors or ina meeting of a committee of the Board of Directors by means of a conference telephone or anysimilar electronic communications equipment by which all persons participating in the meeting canhear each other.     Section 15. Evaluation of Business Combinations. The Board of Directors ofthe Corporation, when evaluating any offer of another party to (a) make a tender or exchange offerfor any equity security of the Corporation, (b) merge or consolidate the Corporation with suchparty or an affiliate thereof, or (c) purchase or otherwise acquire all or substantially all of theproperties and assets of the Corporation, shall, in connection with the exercise of its judgment indetermining what is in the best interests of the Corporation, give due consideration to allrelevant factors, including, without limitation, the social and economic effects on the employees,customers and other constituents of the Corporation and its subsidiaries and on the communities inwhich the Corporation and its subsidiaries are located.**ARTICLE IV. OFFICERS**     Section 1. Number. The officers of the Corporation shall be a President, oneor more Vice Presidents (the number thereof to be determined by the Board of Directors), aSecretary, and a Treasurer, each of whom shall be elected by the Board of Directors. A Chairman ofthe Board of Directors and such other officers and assistant officers as may be deemed necessarymay be elected or appointed by the Board of Directors. Any two or more offices may be held by thesame person, except the offices of President and Secretary. The President and the Chairman of theBoard, if any, shall be elected from the membership of the Board of Directors.     Section 2. Election and Term of Office. The officers of the Corporation tobe elected by the Board of Directors shall be elected annually by the Board of Directors at thefirst meeting of the Board of Directors held after each annual meeting of the shareholders. If theelection of officers shall not be held at such meeting, such election shall be held as soonthereafter as conveniently may be. Each officer shall hold office until his successor shall havebeen duly elected and shall have qualified or until his death or until he shall resign or shallhave been removed in the manner hereinafter provided.     Section 3. Removal. Any officer or agent may be removed by the Board ofDirectors whenever in its judgment the best interests of the Corporation will be served thereby,but such removal shall be without prejudice to the contract rights, if any, of the person soremoved. Election or appointment of an officer or agent shall not of itself create contract rights.     Section 4. Vacancies. A vacancy in any office because of death, resignation,removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpiredportion of the term.
9

 
     Section 5. Chairman of the Board. The Board of Directors may appoint one ofits members to be Chairman of the Board. If so appointed, he shall preside at all meetings of theBoard of Directors and at all meetings of the shareholders and shall have and exercise such furtherpowers and duties as may from time to time be conferred upon, or assigned to, him by the Board ofDirectors.     Section 6. Vice Chairman of the Board. The Board of Directors may appointone of its members to be Vice Chairman of the Board. In addition to any specific powers conferredupon him by these Bylaws, the Vice Chairman of the Board shall have and exercise such furtherpowers and duties as from time to time may be conferred upon, or assigned to, him by the Board ofDirectors or the Chairman of the Board.     Section 7. President. The Board of Directors shall appoint a President. Heshall have and exercise such powers and duties as may from time to time be conferred upon, orassigned to, him by the Board of Directors. If the office of the Chairman of the Board be vacant,or if the Chairman of the Board be absent or unable to attend, the President (or if the Presidentbe so absent or unable to attend, the Vice Chairman of the Board, or in the event of the absence orinability to attend of the Vice Chairman of the Board, an Executive Vice President) shall presideat all meetings of the shareholders and of the Board of Directors.     Section 8. The Vice Presidents. In the absence of the Chairman of the Boardand President or in the event of their death, inability or refusal to act, the Vice President (orin the event there be more than one Vice President, the Vice Presidents in the order designated atthe time of their election, or in the absence of any designation, then in the order of theirelection) shall perform the duties of the Chairman of the Board and President, and when so acting,shall have all the powers of and be subject to all the restrictions upon the Chairman of the Boardand President. Any Vice President may sign, with the Secretary or an Assistant Secretary,certificates for shares of the Corporation; and shall perform such other duties as from time totime may be assigned to him by the principal executive officer of the Corporation, the bylaws orthe Board of Directors.     Section 9. Chief Executive Officer. The Board of Directors shall select aChief Executive Officer, who shall also be either the Chairman of the Board, the Vice Chairman ofthe Board, the President, or an Executive Vice President. The Chief Executive Officer shall becharged with the carrying out of the policies adopted or approved by the Board of Directors. Inaddition to any specific powers conferred on him by these Bylaws, the Chief Executive Officer shallhave supervision over, and exercise general powers concerning, all the operations and business ofthe Corporation. He shall have and exercise such further powers and duties as may from time totime be conferred upon, or assigned to him by the Board of Directors.     Section 10. The Secretary. The Secretary shall: (a) keep the minutes of theproceedings of the shareholders and of the Board of Directors in one or more books provided forthat purpose; (b) see that all notices are duly given in accordance with the provisions of
10

 
thesebylaws or as required by law; (c) be custodian of the corporate records and of the seal of theCorporation and see that the seal of the Corporation is affixed to all documents the execution ofwhich on behalf of the Corporation under its seal is duly authorized; (d) keep a register of thepost office address of each shareholder which shall be furnished to the Secretary by suchshareholder; (e) sign with the President, or a Vice President, certificates for shares of theCorporation, the issuance of which shall have been authorized by resolution of the Board ofDirectors; (f) have general charge of the stock transfer books of the Corporation; and (g) ingeneral perform all duties incident to the office of Secretary and such other duties as from timeto time may be assigned to him by the principal executive officer of the Corporation, the bylaws orby the Board of Directors.     Section 11. The Treasurer. The Treasurer shall: (a) have charge and custodyof and be responsible for all funds and securities of the Corporation; (b) receive and givereceipts for moneys due and payable to the Corporation from any source whatsoever, and deposit allsuch moneys in the name of the Corporation in such banks, trust companies or other depositories asshall be selected in accordance with the provisions of Article V of these bylaws; and (c) ingeneral perform all of the duties incident to the office of Treasurer and such other duties as fromtime to time may be assigned to him by the principal executive officer of the Corporation, thebylaws or by the Board of Directors. If required by the Board of Directors, the Treasurer shallgive a bond for the faithful discharge of his duties in such sum and with such surety or suretiesas the Board of Directors shall determine.     Section 12. Assistant Secretaries and Assistant Treasurers. The AssistantSecretaries, when authorized by the Board of Directors, may sign with the President or a VicePresident certificates for shares of the Corporation the issuance of which shall have beenauthorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively,if required by the Board of Directors, give bonds for the faithful discharge of their duties insuch sums and with such sureties as the Board of Directors shall determine. The AssistantSecretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned tothem by the Secretary or the Treasurer, respectively, or by the principal executive officer of theCorporation, the bylaws or by the Board of Directors.     Section 13. Officers’ Salaries. The salaries of the officers shall be fixedfrom time to time by the Board of Directors and no officer shall be prevented from receiving suchsalary by reason of the fact that he is also a director of the Corporation.**ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS**     Section 1. Contracts. The Board of Directors may authorize any officer orofficers, agent or agents, to enter into any contract or execute and deliver any instrument in thename of and on behalf of the Corporation, and such authority may be general or confined to specificinstances.     Section 2. Loans. No loans shall be contracted on behalf of the Corporationand no evidences of indebtedness shall be issued in its name unless authorized by a resolution ofthe
11

 
Board of Directors. Such authority may be general or confined to specific instances. TheBoard of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks,bonds and other securities and other personal property of all types, tangible and intangible, andconvey any such property in trust to secure the payment of corporate obligations.     Section 3. Checks, Drafts, Etc. All checks, drafts and other orders for thepayment of money, notes or other evidences of indebtedness issued in the name of theCorporationshall be signed by such officer or officers, agent or agents of the Corporation and in such manneras shall from time to time be determined by resolution of the Board of Directors.     Section 4. Deposits. All funds of the Corporation not otherwise employedshall be deposited from time to time to the credit of the Corporation in such banks, trustcompanies or other depositories as the Board of Directors may select.**ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER**     Section 1. Certificates for Shares. Certificates representing shares of theCorporation shall be in such form as shall be determined by the Board of Directors. Suchcertificates shall be signed by the President or a Vice President and by the Secretary or anAssistant Secretary and sealed with the Corporate Seal or a facsimile thereof. The signatures ofsuch officers upon a certificate may be facsimiles if the certificate is manually signed on behalfof a transfer agent or a registrar, other than the Corporation itself or one of its employees.Each certificate for shares shall be consecutively numbered or otherwise identified. The name andaddress of the person to whom the shares represented thereby are issued, with the number of sharesand date of issue, shall be entered on the stock transfer books of the Corporation. Allcertificates surrendered to the Corporation for transfer shall be canceled and no new certificateshall be issued until the former certificate for a like number of shares shall have beensurrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a newone may be issued therefor upon such terms and indemnity to the Corporation as the Board ofDirectors may prescribe.     Section 2. Transfer of Shares. Transfer of shares of the Corporation shallbe made only on the stock transfer books of the Corporation by the holder of record thereof or byhis legal representative, who shall furnish proper evidence of authority to transfer, or by hisattorney thereunto authorized by power of attorney duly executed and filed with the Secretary ofthe Corporation, and on surrender for cancellation of the certificate for such shares. The personin whose name shares stand on the books of the Corporation shall be deemed by the Corporation to bethe owner thereof for all purposes.     Section 3. Lost Certificates. Any person claiming a certificate of shares tobe lost or destroyed shall make an affidavit or affirmation of that fact, and if requested do so bythe Chief Executive Officer of the Corporation shall advertise such fact in such manner as theChief Executive Officer may require, and shall give the Corporation a bond of indemnity in such sumas the Chief Executive Officer may direct, but not less than double the value of
12

 
shares representedby such certificate, in form satisfactory to the Chief Executive Officer and with or withoutsureties as the Chief Executive Officer may prescribe; whereupon the President and the Secretarymay cause to be issued a new certificate of the same tenor and for the same number of shares as theone alleged to have been lost or destroyed, but always subject to the approval of the ChiefExecutive Officer.     Section 4. Stock Transfer Books. The stock transfer books of the Corporationshall be kept in the principal office of the Corporation and shares shall be transferred under suchregulations as may be prescribed by the Board of Directors.**ARTICLE VII. FISCAL YEAR**     The fiscal year of the Corporation may be fixed and may be changed from time to time byresolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscalyear, the fiscal year of the Corporation shall begin on the first day of January and end on thethirty-first day of December in each year.**ARTICLE VIII. DIVIDENDS**     The Board of Directors may, from time to time, declare and the Corporation may pay dividendson its outstanding shares in the manner and upon the terms and conditions provided by law and itsArticles of Incorporation.**ARTICLE IX. CORPORATE SEAL**     The Board of Directors shall provide a corporate seal which shall be circular in form andshall have inscribed thereon the name of the Corporation and the state of incorporation and thewords “Corporate Seal”.**ARTICLE X. WAIVER OF NOTICE**     Whenever any notice is required to be given to any shareholder or director of the Corporationunder the provisions of these bylaws or under the provisions of the Articles of Incorporation or bylaw, a waiver thereof in writing signed by the person or persons entitled to such notice, whetherbefore or after the time stated therein, shall be deemed equivalent to the giving of such notice.**ARTICLE XI. AMENDMENTS**     Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered,amended or repealed at any regular meeting of the Board of Directors (or at any special meetingthereof duly called for that purpose) provided that in the notice of such meeting notice of suchpurpose shall be given. Subject to the laws of the State of West Virginia, the Articles ofIncorporation and these Bylaws, the Board of Directors may by majority vote of those present at anymeeting at which a quorum is present amend these
13

 
Bylaws, or enact such other bylaws as in theirjudgment may be advisable for the regulation of the conduct of the affairs of the Corporation;provided, however, that, without the affirmative vote of two-thirds of all members of the Board,the Board may not amend the Bylaws to (i) change the principal office of the Corporation,(ii) change the number of directors, (iii) change the number of directors on the ExecutiveCommittee, or (iv) make a substantial change in the duties of the Chairman of the Board and thePresident.**ARTICLE XII. MISCELLANEOUS**     Section 1. Voting Shares of Other Corporations. Unless otherwise ordered bythe Board of Directors, shares in other corporations held by this Corporation may be voted by theChairman of the Board or the President of this Corporation.     Section 2. Gender. Whenever these Bylaws refer to the masculine, thereference shall include the feminine and vice versa.
14