**Exhibit 3.2**

**BYLAWS**

**OF**

**PEOPLESCOMMUNITY BANCORP, INC.**

**ARTICLE I.  OFFICES**

1.1  RegisteredOffice and Registered Agent.  Theregistered office of Peoples Community Bancorp, Inc. (the “Corporation”) shallbe located in the State of Maryland at such place as may be fixed from time totime by the Board of Directors upon filing of such notices as may be requiredby law, and the registered agent shall have a business office identical withsuch registered office.

1.2  OtherOffices.  The Corporation may haveother offices within or outside the State of Maryland at such place or placesas the Board of Directors may from time to time determine.

**ARTICLE II. STOCKHOLDERS’ MEETINGS**

2.1  MeetingPlace.  All meetings of thestockholders shall be held at the principal place of business of theCorporation, or at such other place within or without the State of Maryland asshall be determined from time to time by the Board of Directors, and the placeat which any such meeting shall be held shall be stated in the notice of themeeting.

2.2  AnnualMeeting.  The annual meeting of thestockholders for the election of directors and for the transaction of suchother business as may properly come before the meeting shall be held each yearon such date and time as determined by the Board of Directors and stated in thenotice of such meeting.

2.3  Organization.  Each meeting of the stockholders shall bepresided over by the Chairman of the Board or by the President, or if neitherthe Chairman nor the President is present, by an Executive or Senior VicePresident or such other officer as designated by the Board of Directors.  The Secretary, or in his absence a temporarySecretary, shall act as secretary of each meeting of the stockholders.  In the absence of the Secretary and anytemporary Secretary, the chairman of the meeting may appoint any person presentto act as secretary of the meeting.  Thechairman of any meeting of the stockholders, unless prescribed by law orregulation or unless the Chairman of the Board has otherwise determined, shalldetermine the order of the business and the procedure at the meeting, includingsuch regulation of the manner of voting and the conduct of discussion as seemto him in order.

2.4  SpecialMeetings. Special meetings of the stockholders of the Corporation may becalled only by (i) the Board of Directors (ii) the President, or (iii) theSecretary on the written request of the holders of not less than 50 percent ofall votes outstanding and entitled to be cast on any issue proposed to beconsidered at such special meeting.  Arequest for a special meeting of stockholders by stockholders of theCorporation shall state the purpose of the meeting and the matter proposed tobe acted on. The Secretary of the Corporation shall inform the stockholders whomake the request for the special meeting of the reasonably estimated cost ofpreparing and mailing a notice of the meeting and upon payment of such costs tothe Corporation, the Secretary shall notify each stockholder entitled to noticeof the special meeting.

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2.5  Notice.

(a)  Notice of the time and placeof the annual meeting of stockholders shall be given by delivering personallyor by mailing a written or printed notice of the same, at least ten days andnot more than 90 days prior to the meeting, to each stockholder of recordentitled to vote at such meeting and each other stockholder entitled to noticeof the meeting.  When any stockholders’meeting, either annual or special, is adjourned to a date more than 120 daysafter the record date for the original meeting, or if a new record date isfixed for an adjourned meeting of stockholders, notice of the adjourned meetingshall be given as in the case of an original meeting.  It shall not be necessary to give any noticeof the time and place of any meeting adjourned to a date not more than 120 daysafter the record date for the original meeting, or of the business to betransacted thereat (unless a new record date if fixed therefor), other than anannouncement at the meeting at which such adjournment is taken.

(b)  At leastten days and not more than 90 days prior to the meeting, a written or printednotice of each special meeting of stockholders, stating the place, day and hourof such meeting, and the purpose or purposes for which the meeting is called,shall be either delivered personally or mailed to each stockholder of recordentitled to vote at such meeting and each other stockholder entitled to noticeof the meeting.

2.6  Quorumand Action by Stockholders.  Exceptas otherwise provided by these Bylaws, the Articles of Incorporation or theGeneral Corporation Law of the State of Maryland:

(a)  A quorumat any annual or special meeting of stockholders shall consist of stockholdersrepresenting, either in person or by proxy, a majority of the outstanding capitalstock of the Corporation entitled to vote at such meeting; and

(b)  The votesof a majority in interest of those present at any properly called meeting oradjourned meeting of stockholders at which a quorum, as defined above, ispresent, shall be sufficient to transact business.

2.7  Votingof Shares.

(a)  Except asotherwise provided in these Bylaws, the Articles of Incorporation or theGeneral Corporation Law of the State of Maryland, each stockholder, on eachmatter submitted to a vote at a meeting of stockholders, shall have one votefor each share of Common Stock registered in his name on the books of theCorporation.

(b) Stockholders shall not be permitted to cumulate their votes for theelection of directors.  For the purposesof this Section, cumulative voting means a stockholder’s ability to vote, inperson or by proxy, the number of shares owned by him for as many persons asthere are directors to be elected and for whose election the stockholder has aright to vote, or to cumulate the votes by giving one candidate as many votesas the number of such directors to be elected multiplied by the number of hisshares shall equal, or by distributing such votes on the same principle amongany number of candidates.

(c)  Directorsare to be elected by a plurality of votes cast by the shares entitled to votein the election at a meeting at which a quorum is present.  If, at any meeting of stockholders, due to avacancy or vacancies or otherwise, directors of more than one class of theBoard of Directors are to be elected, each class of directors to be elected atthe meeting shall be elected in a separate election by a plurality vote.

2.8  Closingof Transfer Books and Fixing Record Date. For the purpose of determining stockholders entitled to notice of or tovote at any meeting of stockholders, or any adjournment thereof, or entitled toreceive payment of any dividend, the Board of Directors may provide that thestock transfer books shall be closed for a stated period not to exceed 20 days,provided that any such closing in the case of a meeting of stockholders shallnot be less than ten days preceding such meeting.  In lieu of closing the stock transfer books,the Board of Directors may fix in advance a record date for any suchdetermination of stockholders, such date to be (i) not prior to the close ofbusiness on the day the record

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date is fixed or (ii) not more than 90 days and, in case of a meetingof stockholders, not less than ten days prior to the date on which theparticular action requiring such determination of stockholders is to be taken.

2.9  Proxies.  A stockholder may vote either in person or byproxy executed in writing by the stockholder, or his duly authorized attorney-in-fact.  No proxy shall be valid after eleven monthsfrom the date of its execution, unless otherwise provided in the proxy.  The attendance at any meeting by astockholder who shall have previously given a proxy applicable thereto shallnot, as such, have the effect of revoking the proxy.  The Corporation may treat any duly executedproxy as not revoked and in full force and effect until it receives a dulyexecuted instrument revoking it, or a duly executed proxy bearing a later date.

2.10 Waiver of Notice.  A waiver of any notice required to be givenany stockholder, signed by the person or persons entitled to such notice,whether before or after the time stated therein for the meeting, shall beequivalent to the giving of such notice. In addition, such person’s presence, in person or by proxy, at anymeeting shall constitute a waiver of notice.

2.11 Informal Action.  Any action required to be taken at a meetingof stockholders, or any other action which may be taken at a meeting ofstockholders, may be taken without a meeting if (i) consent in writing, settingforth the action so taken, shall be given by all of the stockholders entitledto vote with respect to the subject matter thereof and filed with the Secretaryof the Corporation as part of the corporate records and (ii) a waiver inwriting of any right to dissent shall be given by all stockholders entitled tonotice of a meeting but not entitled to vote thereat.

2.12 Voting of Shares in the Name of Two or MorePersons.  When ownership stands inthe name of two or more persons, in the absence of written directions to the Corporationto the contrary, at any meeting of the stockholders of the Corporation any oneor more of such stockholders may cast, in person or by proxy, all votes towhich such ownership is entitled.  In theevent an attempt is made to cast conflicting votes, in person or by proxy, bythe several persons in whose names shares of stock stand, the vote or votes towhich those persons are entitled shall be cast as directed by a majority ofthose holding such stock and present in person or by proxy at such meeting.  In the event that a majority cannot agree,then such shares may be voted proportionally or, upon application to a court ofcompetent jurisdiction, an additional person may be appointed to determine amajority for the purpose of voting such shares.

2.13 Voting of Shares by Certain Holders.  Shares standing in the name of anothercorporation may be voted by an officer, agent or proxy as the bylaws of suchcorporation may prescribe, or, in the absence of such provision, as the Boardof Directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator maybe voted by him, either in person or by proxy, without a transfer of suchshares into his name.  Shares standing inthe 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 suchshares into his name.  Shares standing inthe 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 thetransfer thereof into his name if authority to do so is contained in anappropriate order of the court or other public authority by which such receiverwas appointed.  A stockholder whoseshares are pledged shall be entitled to vote such shares until the shares havebeen transferred into the name of the pledgee, and thereafter the pledgee shallbe entitled to vote the shares so transferred.

2.14 Inspectors.  For each meeting of stockholders, the Board ofDirectors may appoint one or more inspectors of election.  If for any meeting the inspector(s) appointedby the Board of Directors shall be unable to act or the Board of Directorsshall fail to appoint any inspector, one or more inspectors may be appointed atthe meeting by the chairman thereof. Such inspector(s) shall conduct the voting in each election of directorsand, as directed by the Board of Directors or the chairman of the meeting, thevoting on the matters voted on at such meeting, and after the voting shall makea certificate of the vote taken. Inspectors need not be stockholders.

2.15 Stockholder Proposals.  At an annual meeting of stockholders, onlysuch business shall be conducted, and only such proposals shall be acted upon,as shall have been properly brought before the meeting.  To be properly brought before an annualmeeting, business must be (a) specified in the notice of meeting (or anysupplement thereto) given by or at the direction of the Board of Directors, (b)otherwise properly brought before the meeting by or at the direction of the

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Board of Directors or (c) otherwise properly brought before the meetingby a stockholder.  For business to beproperly brought before an annual meeting by a stockholder, the stockholdermust have given timely notice thereof in writing to the Secretary of theCorporation.  To be timely, a stockholder’snotice must be delivered to or mailed and received at the principal executiveoffices of the Corporation (to the attention of the Secretary of the Corporation)not later than 120 days prior to the anniversary date of the mailing of proxymaterials by the Corporation in connection with the immediately precedingannual meeting of stockholders of the Corporation.  A stockholder’s notice to the Secretary shallset forth as to each matter the stockholder proposes to bring before the annualmeeting (a) a brief description of the business desired to be brought beforethe annual meeting, (b) the name and address, as they appear on the Corporation’sbooks, of the stockholder proposing such business, (c) the class and number ofshares of the Corporation which are beneficially owned by the stockholder, and(d) any material interest of the stockholder in such business.  Notwithstanding anything herein to thecontrary, no business shall be conducted at an annual meeting except inaccordance with the procedures set forth in this Article II, Section 2.15.  The chairman of an annual meeting shall, ifthe facts warrant, determine and declare to the meeting that business was notproperly brought before the meeting in accordance with the provisions of thisArticle II, Section 2.15, and if he should so determine, he shall so declare tothe meeting and any such business not properly brought before the meeting shallnot be transacted.  This provision is nota limitation on any other applicable laws and regulations.

**ARTICLEIII.  CAPITAL STOCK**

3.1  Certificates.  Certificates of stock shall be issued innumerical order, and each stockholder shall be entitled to a certificate signedby the Chairman, the President or a Vice President, and countersigned by theSecretary or the Treasurer, and may be sealed with the seal of the Corporationor a facsimile thereof.  The signaturesof such officers may be facsimilies if the certificate is manually signed onbehalf of a transfer agent, or registered by a registrar, other than theCorporation itself or an employee of the Corporation.  If an officer who has signed or whosefacsimile signature has been placed upon such certificate ceases to be anofficer before the certificate is issued, it may be issued by the Corporationwith the same effect as if the person were an officer on the date ofissue.  Each certificate of stock shallstate:

(a)                                  that the Corporation is organized under thelaws of the State of Maryland;

(b)                                 the name of the person to whom it is issued;

(c)                                  the number and class of shares and thedesignation of the series, if any, which such certificate represents; and

(d)                                 the par value of each share represented bysuch certificate.

3.2  Transfers.

(a)  Transfersof stock shall be made only upon the stock transfer books of the Corporation,kept at the registered office of the Corporation or at its principal place ofbusiness, or at the office of its transfer agent or registrar, and before a newcertificate is issued the old certificate shall be surrendered forcancellation.  The Board of Directorsmay, by resolution, open a share register in any state of the United States,and may employ an agent or agents to keep such register, and to recordtransfers of such shares therein.

(b)  Shares ofstock shall be transferred by delivery of the certificates therefor,accompanied either by an assignment in writing on the back of the certificateor an assignment separate from the certificate, or by a written power ofattorney to sell, assign and transfer the same, signed by the holder of saidcertificate.  No shares of stock shall betransferred on the books of the Corporation until the outstanding certificatestherefor have been surrendered to the Corporation.

3.3  RegisteredOwner.  Registered stockholders shallbe treated by the Corporation as the holders in fact of the stock standing intheir respective names and the Corporation shall not be bound to recognize anyequitable or other claim to or interest in any share on the part of any otherperson, whether or not it shall have express or other notice thereof, except asexpressly provided below or by the laws of the State of Maryland.  The Board of Directors may adopt by

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resolution a procedure whereby a stockholder of the Corporation maycertify in writing to the Corporation that all or a portion of the sharesregistered in the name of such stockholder are held for the account of aspecified person or persons.  Theresolution shall set forth:

(a)                                  The classification of stockholder who maycertify;

(b)                                 The purpose or purposes for which thecertification may be made;

(c)                                  The form of certification and information tobe contained therein;

(d)                                 If the certification is with respect to arecord date or closing of the stock transfer books, the date within which thecertification must be received by the Corporation; and

(e)                                  Such other provisions with respect to theprocedure as are deemed necessary or desirable.

Upon receipt by the Corporation of a certificationcomplying with the above requirements, the persons specified in thecertification shall be deemed, for the purpose or purposes set forth in thecertification, to be the holders of record of the number of shares specified inplace of the stockholder making the certification.

3.4  Mutilated,Lost or Destroyed Certificates.  Incase of any mutilation, loss or destruction of any certificate of stock,another may be issued in its place upon receipt of proof of such mutilation,loss or destruction.  The Board of Directorsmay impose conditions on such issuance and may require the giving of asatisfactory bond or indemnity to the Corporation in such sum as they mightdetermine or establish such other procedures as they deem necessary.

3.5  FractionalShares or Scrip.  The Corporation may(a) issue fractions of a share which shall entitle the holder to exercisevoting rights, to receive dividends thereon, and to participate in any of theassets of the Corporation in the event of liquidation; (b) arrange for thedisposition of fractional interests by those entitled thereto; (c) pay in cashthe fair value of fractions of a share as of the time when those entitled toreceive such shares are determined; or (d) issue scrip in registered or bearerform which shall entitle the holder to receive a certificate for a full shareupon the surrender of such scrip aggregating a full share.

3.6  Sharesof Another Corporation.  Shares ownedby the Corporation in another corporation, domestic or foreign, may be voted bysuch officer, agent or proxy as the Board of Directors may determine or, in theabsence of such determination, by the President of the Corporation.

**ARTICLEIV.  BOARD OF DIRECTORS**

4.1  Powers.  The business and affairs of the Corporationshall be managed under the direction of a Board of Directors.  In addition to the powers and authoritiesexpressly conferred upon it by these Bylaws and the Articles of Incorporation,all powers of the Corporation may be exercised by or under the authority of theBoard of Directors, except as conferred on or reserved to the stockholders bylaw or by these Bylaws or the Articles of Incorporation.

4.2  Numberand Election of Directors.

(a)           Thenumber of directors of the Corporation that shall constitute the initial Boardof Directors shall be eight.  The numberof directors may at any time be increased or decreased by a vote of a majorityof the Board of Directors, provided that no decrease shall have the effect ofshortening the term of any incumbent director. Notwithstanding anything to the contrary contained in these Bylaws, thenumber of directors may not be less than five nor more than fifteen.

(b)           TheBoard of Directors shall be divided into three classes as nearly equal innumber as possible.  Directors shall beelected for a term of three years and until their respective successors areelected and qualified.  Directors neednot be stockholders or residents of the State of Maryland.

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4.3  Vacancies.

(a) Except as otherwise fixed by the rights ofholders of any class or series of stock having a preference over the CommonStock of the Corporation as to dividends or the election of directors, avacancy on the Board of Directors which results from an increase in the size ofthe Board of Directors, the death, resignation or removal of a director may befilled only by the affirmative vote of a majority of the remaining directors,whether or not sufficient to constitute a quorum.

(b)  Adirector elected by the Board of Directors to fill a vacancy shall serve forthe balance of the term of the removed director.

4.4  Removal.  Subject to the rights of any class or seriesof stock having preference over the Common Stock as to dividends or uponliquidation to elect directors, any director (including persons elected bydirectors to fill vacancies in the Board of Directors) may be removed fromoffice only with cause by the affirmative vote of the holders of not less thantwo-thirds of the issued and outstanding shares of capital stock of theCorporation entitled to vote generally in an election of directors.  Cause for removal shall exist only if thedirector whose removal is proposed has been either declared of unsound mind byan order of a court of competent jurisdiction, convicted of a felony or of anoffense punishable by imprisonment for a term of more than one year by a courtof competent jurisdiction, or deemed liable by a court of competentjurisdiction for gross negligence or misconduct in the performance of suchdirector=s duties to the Corporation.

4.5  RegularMeetings.  Regular meetings of the Boardof Directors or any committee may be held at the principal place of business ofthe Corporation or at such other place or places, either within or without theState of Maryland as the Board of Directors or such committee, as the case maybe, may from time to time designate.  Theannual meeting of the Board of Directors shall be held immediately after theclose of the annual meeting of stockholders. Notice of all regular meetings of the Board of Directors shall be givento each director by five days’ service of the same by telegram, by letter orpersonally.  Such notice need not specifythe business to be transacted at, nor the purpose of, the meeting.

4.6  SpecialMeetings.

(a)  Specialmeetings of the Board of Directors may be called at any time by the Chairman,President or by a majority of the authorized number of directors, to be held atthe principal place of business of the Corporation or at such other place orplaces as the Board of Directors or the person or persons calling such meetingmay from time to time designate.  Noticeof all special meetings of the Board of Directors shall be given to eachdirector by five days’ service of the same by telegram, by letter orpersonally.  Such notice need not specifythe business to be transacted at, nor the purpose of, the meeting.

(b)  Specialmeetings of any committee of the Board of Directors may be called at any timeby such person or persons and with such notice as shall be specified for suchcommittee by the Board of Directors, or in the absence of such specification,in the manner and with the notice required for special meetings of the Board ofDirectors.

4.7  Quorumand Action by the Board of Directors. Except as otherwise provided by these Bylaws, the Articles ofIncorporation or the General Corporation Law of the State of Maryland, amajority of the entire Board of Directors shall be necessary at all meetings toconstitute a quorum for the transaction of business and the action of amajority of the directors present at a meeting at which a quorum is presentshall be the action of the Board of Directors.

4.8  Waiverof Notice.  Attendance of a directorat a meeting shall constitute a waiver of notice of such meeting, except wherea director attends for the express purpose of objecting to the transaction ofany business because the meeting is not lawfully called or convened.  A waiver of notice signed by the director ordirectors, whether before or after the time stated for the meeting, shall beequivalent to the giving of notice.

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4.9  RegisteringDissent.  A director who is presentat a meeting of the Board of Directors at which action on a corporate matter istaken shall be presumed to have assented to such action unless (i) he announceshis dissent at the meeting and (ii) his dissent is entered in the minutes ofthe meeting, he files his written dissent to such action with the person actingas the secretary of the meeting before the adjournment thereof or he forwardssuch dissent by certified mail, return receipt requested, to the Secretary ofthe Corporation within 24 hours of the adjournment of the meeting.  Such right to dissent shall not apply to adirector who voted in favor of such action.

4.10  Executiveand Other Committees.  Standing orspecial committees composed of two or more directors may be appointed from itsown number by the Board of Directors from time to time and the Board ofDirectors may from time to time invest such committees with such powers as itmay see fit, subject to such conditions as may be prescribed by the Board.  An Executive Committee appointed byresolution of the Board of Directors shall have and exercise all of theauthority of the Board of Directors, except in reference to declaring dividendsor distributions on stock, issuing stock other than pursuant to general authorizationtherefor by the full Board of Directors, recommending any action tostockholders which requires stockholder approval, amending the Articles ofIncorporation or these Bylaws or approving any merger or share exchange whichdoes not require stockholder approval. All committees so appointed shall keep regular minutes of thetransactions of their meetings and shall cause them to be recorded in bookskept for that purpose in the office of the Corporation.  The designation of any such committee, and thedelegation of authority thereto, shall not relieve the Board of Directors, orany member thereof, of any responsibility imposed by law.

4.11  Remuneration.  No stated fee shall be paid directors, assuch, for their service, but by resolution of the Board of Directors, a fixedsum and expenses of attendance, if any, may be allowed for attendance at eachregular or special meeting of such Board; provided, that nothing hereincontained shall be construed to preclude any director from serving theCorporation in any other capacity and receiving compensation therefor.  Members of standing or special committees maybe allowed like compensation for attending committee meetings.

4.12  Actionby Directors Without a Meeting.  Anyaction required or which may be taken at a meeting of the directors, or of acommittee thereof, may be taken without a meeting if a consent in writing,setting forth the action so taken or to be taken, shall be signed by all of thedirectors, or all of the members of the committee, as the case may be.  Such consent shall have the same effect as aunanimous vote.

4.13  Actionof Directors by Communications Equipment. Any action required or which may be taken at a meeting of directors, orof a committee thereof, may be taken by means of a conference telephone orsimilar communications equipment by means of which all persons participating inthe meeting can hear each other at the same time.

4.14 Nominations of Directors.  Subject to the rights of the holders of anyclass or series of stock having a preference over the Common Stock as todividends or upon liquidation, nominations for the election of directors may bemade by the Board of directors or a committee appointed by the Board ofDirectors or by any stockholder entitled to vote generally in an election ofdirectors.  However, any stockholderentitled to vote generally in an election of directors may nominate one or morepersons for election as directors at a meeting only if written notice of suchstockholder’s intent to make such nomination or nominations has been deliveredto or mailed and received at the principal executive offices of the Corporation(to the attention of the Secretary of the Corporation) not later than (i) withrespect to an election to be held at any succeeding annual meeting ofstockholders, 120 days prior to the anniversary date of the mailing of proxymaterials by the Corporation in connection with the immediately precedingannual meeting of stockholders of the Corporation; and (ii) with respect to aspecial meeting of stockholders for the election of directors, the close ofbusiness on the tenth day following the date on which notice of such meeting isfirst given to stockholders.  Each suchnotice shall set forth:  (a) the name andaddress of the stockholder who intends to make the nomination and of the personor persons to be nominated; (b) a representation that the stockholder is aholder of record of stock of the Corporation entitled to vote at such meetingand intends to appear in person or by proxy at the meeting to nominate theperson or persons specified in the notice; (c) a description of allarrangements or understandings between the stockholder and each nominee and anyother person or persons (naming such person or persons) pursuant to which thenomination or nominations are to be made by the stockholder; (d) such otherinformation regarding each nominee proposed by such stockholder as would berequired to be included in a proxy statement filed pursuant to the proxy rulesof the Securities and Exchange Commission;

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and (e) the consent of each nominee to serve as a director of theCorporation if so elected.  The presidingofficer of the meeting may refuse to acknowledge the nomination of any personnot made in compliance with the foregoing procedures.

**ARTICLEV.  OFFICERS**

5.1  Designations.  The officers of the Corporation shall be aChairman of the Board, a President, one or more Vice Presidents, a Secretaryand a Treasurer, each of whom shall be elected by the Board of Directors.  The President shall be the Chief ExecutiveOfficer, unless the Board of Directors designates the Chairman of the Board asChief Executive Officer.  The Board ofDirectors may designate one or more vice presidents as Executive Vice Presidentor Senior Vice President.  The Board ofDirectors also may elect or authorize the appointment of such other officers asthe business of the Corporation may require. Any two or more offices may be held by the same person, except that thePresident may not also serve as Vice President and/or Secretary of theCorporation.

5.2  Powersand Duties.  The officers of theCorporation shall have such authority and perform such duties as the Board ofDirectors may from time to time authorize or determine.  In the absence of action by the Board ofDirectors, the officers shall have such powers and duties as generally pertainto their respective offices.

5.3  Electionand Term of Office.  The officers ofthe Corporation shall be elected annually at the first meeting of the Board ofDirectors held after each annual meeting of stockholders.  If the election of officers is not held atsuch meeting, such election shall be held as soon thereafter as possible.  Each officer shall hold office until asuccessor has been duly elected and qualified or until the officer’s death,resignation, or removal in the manner hereinafter provided.  Election or appointment of any officer,employee or agent shall not of itself create contractual rights.

5.4  Remuneration.  The remuneration of the officers of theCorporation shall be fixed from time to time by the Board of Directors.

5.5  Delegation.  In the case of absence or inability to act ofany officer of the Corporation and of any person herein authorized to act inhis place, the Board of Directors may from time to time delegate the powers orduties of such officer to any other officer or any director or other personwhom it may select.

5.6  Vacancies.  Vacancies in any office arising from anycause may be filled by the Board of Directors at any regular or special meetingof the Board.

5.7  Removal.  Any officer or agent elected or appointed bythe Board of Directors may be removed at any time, with or without cause, bythe affirmative vote of a majority of the Board of Directors, but such removalshall be without prejudice to the contract rights, if any, of the person soremoved.

5.8  Bonds.  The Board of Directors may, by resolution,require any and all of the officers to give bonds to the Corporation, withsufficient surety or sureties, conditioned for the faithful performance of theduties of their respective offices, and to comply with such other conditions asmay from time to time be required by the Board of Directors.

**ARTICLEVI.  FISCAL YEAR; ANNUAL AUDIT**

The fiscal year of the Corporation shall end on the31st day ofDecember of each year.  The Corporationshall be subject to an annual audit as of the end of its fiscal year byindependent public accountants appointed by and responsible to the Board ofDirectors.  The appointment of suchaccountants shall be subject to annual ratification by the stockholders.

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**ARTICLEVII.  DIVIDENDS AND FINANCE**

7.1  Dividends.  Subject to the General Corporation Law of theState of Maryland, dividends may be declared by the Board of Directors and paidby the Corporation.  The stock transferbooks may be closed for the payment of dividends during such periods of not inexcess of twenty days, as from time to time may be fixed by the Board ofDirectors.  The Board of Directors,however, without closing the books of the Corporation, may declare dividends payableonly to the holders of record at the close of business on any business day notmore than 90 days prior to the date on which the dividend is paid.

7.2  Reserves.  By resolution of its Board of Directors, theCorporation may apply any part of its capital surplus for (i) the reduction orelimination of a corporate deficit arising from a loss, however incurred, orfrom dimunition in the value of its assets, but only after earned surplus isexhausted, or (ii) any other proper corporate purpose.  An application of capital surplus under thissection shall be disclosed to the stockholders of the Corporation in its nextannual report to stockholders.

7.3  Depositories.  The monies of the Corporation shall bedeposited in the name of the Corporation in such bank or banks or trust companyor trust companies as the Board of Directors shall designate, and shall bedrawn out only by check or other order for payment of money signed by suchpersons and in such manner as may be determined by resolution of the Board ofDirectors.

**ARTICLEVIII.  NOTICES**

Except as may otherwise be required by law, anynotice to any stockholder or directors may be delivered personally or bymail.  If mailed, the notice shall bedeemed to have been delivered when deposited in the United States mail,addressed to the addressee at his last known address in the records of theCorporation, with postage thereon prepaid.

**ARTICLEIX.  SEAL**

The corporate seal of the Corporation shall be insuch form and bear such inscription as may be adopted by resolution of theBoard of Directors, or by usage of the officers on behalf of the Corporation.

**ARTICLEX.  BOOKS AND RECORDS**

The Corporation shall keep correct and completebooks and records of account and shall keep minutes and proceedings of itsstockholders and Board of Directors; and it shall keep at its registered officeor principal place of business, or at the office of its transfer agent orregistrar, a record of its stockholders, giving the names and addresses of allstockholders and the number and class of the shares held by each.  Any books, records and minutes may be inwritten form or any other form capable of being converted into written formwithin a reasonable time.

**ARTICLEXI.  AMENDMENTS**

11.1 Amendments.  These Bylaws may be altered, amended orrepealed in the manner set forth in the Articles of Incorporation.

11.2 Emergency Bylaws.  The Board of Directors may adopt emergencyBylaws, subject to repeal or change by action of the stockholders, which shallbe operative during any emergency in the conduct of the business of theCorporation resulting from an attack on the United States or any nuclear oratomic disaster.

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