**Exhibit 3.2**

 

**BY-LAWS**

 

**of**

 

**COMPUTER HORIZONS CORP.**

 

**A New York Corporation**

 

**ARTICLE I**

 

**SHAREHOLDERS MEETINGS**

 

 

Section 1.                                            Place of Meetings. Meetings of shareholders shall be held at the principal office of thecorporation or at such other place within or without the State of New York asshall be stated in the notice of meeting or waiver thereof.

 

Section 2.                                            Annual Meetings. The annual meeting of shareholders for the election of directors and thetransaction of such other business as may properly come before the meetingshall be held at 10:00 A.M. on May 8, 2002, and thereafter on a Wednesday ofMay of each year, as determined by the Board.

 

Section 3.                                            Special Meetings. Special meetings of shareholders may becalled at any time for any purpose or purposes by the board of directors or bythe president and shall be called by the president or secretary within fivebusiness days after receipt of a written request signed by the holders of 10%or more of the issued and outstanding shares entitled to vote thereat, whichrequest shall be delivered to the president or secretary and shall state thedate, time and place of the meeting and the purpose or purposes for which it isrequested.

 

Section 3.A.                               Special Meeting Procedures. Any request for a special meeting of shareholders that is made by ashareholder or shareholders pursuant to Section 3 of this Article Ishall be sent by overnight courier or registered mail addressed to thepresident or secretary of the corporation at its principal office. The date ofthe meeting to be specified in any such request shall not be fewer than fifty(50) nor more than ninety (90) days after the date on which such request isactually received, and the place for the meeting to be specified in any suchrequest shall be within a 45-mile radius of the principal office of thecorporation. Any such request purporting to schedule an earlier date shallbe deemed a request to hold the meeting on the fiftieth (50th) day afterreceipt. Any such request shall be or become ineffective, and any meetingcalled or noticed pursuant thereto shall be cancelled if the shareholder orshareholders that sign such request is not or are not the holder or holders ofthe beneficial interest of 10% or more of the corporation’s issued andoutstanding shares on each of the following dates: the date such request ismailed, the record date for the meeting (which shall be fixed by the board ofdirectors within five business days after the receipt of such request), and thedate of the meeting

 

Section 4.                                            Notice of Meetings. Written notice of the place, date, and hour of each meeting ofshareholders, indicating (unless it is the annual meeting) that the notice isbeing issued by or at the direction of the person or persons calling themeeting, shall be given, personally or by mail, not less than ten nor more thanfifty days before the date of the meeting, to each shareholder entitled to voteat said meeting and to any other shareholder to whom the giving of notice maybe required by law, at his address as it appears on the record of shareholders,or at such other address as he shall have filed with the secretary as hisaddress for the mailing of such notices. Notice of a special meeting shall also state the purpose or purposes forwhich the meeting is called.  If, at anymeeting, action is proposed to be taken which would, if taken, entitle

 

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shareholders to receive payment for their shares pursuant to theBusiness Corporation Law, the notice of such meeting shall also include suchstatement as may be required by law. Notice of a meeting need not be given to any shareholder who, in personor by proxy, either attends the meeting without protest prior to the conclusionof the meeting or submits, before or after the meeting, a signed waiver ofnotice.

 

Section 5.                                            Quorum and Adjournments. Presence in person or by proxy of the holders of a majority of theoutstanding shares entitled to vote thereat shall constitute a quorum at allmeetings of shareholders, provided that when a specific item of business isrequired to be voted on by a class or series, the holders of a majority of theshares of such class or series shall constitute a quorum for the transaction ofsuch specified item of business.  Theshareholders present may adjourn the meeting from time to time despite theabsence of a quorum.  When a meeting isadjourned to another time or place, it shall not be necessary (unless a newrecord date is fixed by the directors) to give any notice of the adjournedmeeting if the time and place to which the meeting is adjourned are announcedat the meeting at which the adjournment is taken, and at the adjourned meetingthe shareholders may transact any business that might have been transacted onthe original date of the meeting.

 

Section 6.                                            Voting.  Each holderof record of shares entitled to vote at a meeting may vote in person or byproxy and shall have one vote for every such share standing in his name on therecord of shareholders, unless otherwise provided in the certificate of incorporation.  Directors shall be elected by a plurality ofthe votes cast at a meeting of shareholders by the holders of shares entitledto vote in the election.  Any corporateaction, other than the election of directors, to be taken by vote of the shareholdersshall, except as otherwise required by law or by the certificate ofincorporation, be authorized by a majority of the votes cast at a meeting ofshareholders by the holders of shares entitled to vote thereon.  A list of shareholders as of the recorddate, certified by the secretary or a transfer agent, shall be produced at anymeeting of shareholders upon the request thereat or prior thereto of anyshareholder.

 

Section 7.                                            Conduct of Meetings. Shareholders meetings shall be presided over by the president, and inhis absence, by a vice president, and if none is present, by a chairman chosenat the meeting.  The secretary of thecorporation, and in his absence, an assistant secretary, and if none ispresent, a person chosen at the meeting, shall act as secretary of the meeting.

 

Section 8.                                            Written Consent of Shareholders Without AMeeting.  Whenever shareholders are required orpermitted to take any action by vote such action may be taken without a meetingon written consent, setting forth the action so taken, signed by the holders ofall outstanding shares entitled to vote thereon.

 

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**ARTICLE II**

**BOARD OF DIRECTORS**

 

Section 1.                                            Powers, Number, Term and Qualifications.  Except as otherwise provided in the certificate of incorporation, thebusiness of the corporation shall be managed by the board of directors, each ofwhom shall be at least twenty-one years of age.  The number of directors constituting the entire board ofdirectors shall not be less than three, except that if all the shares ofthe corporation are owned beneficially and of record by less than threeshareholders, the number of directors may be less than three but not less thanthe number of shareholders.  Subject tosuch limitations, the number of directors may be fixed and from time to timeincreased or decreased by action of a majority of the entire board of directorsor by the shareholders, but no decrease shall shorten the term of any incumbentdirector.  If not otherwise fixed by theboard of directors or shareholders, the number of directors shall bethree.  Unless his directorship shalltheretofore be vacated by resignation, death, removal or otherwise, eachdirector shall hold office until the next annual meeting of shareholders anduntil his successor has been elected and qualified.

 

Section 2.                                            Vacancies.  Anyvacancies in the board of directors resulting from death, resignation, increasein the number of directors, or any cause other than removal by theshareholders, may be filled by vote of a majority of the directors then inoffice, although less than a quorum, or by vote of the shareholders.  A director elected by the directors orshareholders to fill a vacancy shall hold office for the unexpired term of hispredecessor.

 

Section 3.                                            Removals.  Theshareholders may remove any director with or without cause and fill the vacancyin the board of directors thus created.

 

Section 4.                                            Action by the Board. Any action required or permitted to be taken by the Board or anycommittee thereof may be taken without a meeting if all members of the Board orthe committee consent in writing to the adoption of a resolution authorizingthe action.

 

Section 5.                                            Place, Time and Notice of Meetings of theBoard; Adjournments.  Meetings of the board of directors may beheld at any place, within or without the State of New York, as may from time totime be fixed by the board or as may be specified in the notice ofmeeting.  Regular meetings of the boardof directors may be held without notice at such times as may from time to timebe fixed by the board, and special meetings may be held at any other time uponthe call of any officer or director by oral, telegraphic, or written noticedelivered, sent, or mailed to each director not less than two days before suchmeeting.  The annual meeting of theboard of directors may be held without notice immediately after the annualmeeting of shareholders.  A notice ofmeeting, or waiver of notice, need not specify the purpose of the meeting.  Notice of meeting need not be given to anydirector who attends the meeting without protest or who signs, before or afterthe meeting, a waiver of notice.  Amajority of the directors present, whether or not a quorum, may adjourn anymeeting to another time and place without notice other than announcement at themeeting.

 

Section 6.                                            Committees.  The board,by resolution adopted by a majority of the entire board, may appoint anexecutive committee and other committees, each consisting of three or moredirectors, with such powers permitted by law as shall be conferred orauthorized by the resolution appointing them. A majority of any such committee may determine its action and fix thetime and place of its meetings, unless the board of directors shall otherwisedetermine.  Each such committee shallserve at the pleasure of the board which may at any time fill vacancies in,change the membership of, or discharge any such committee.

 

Section 7.                                            Participation in Meetings by Telephone.  Any one or more members of the board of directors or any committeethereof may participate in a meeting of the board or the committee by means ofa conference

 

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telephone or similar communications equipment allowing all personsparticipating in the meeting to hear each other at the same time.  Participation by such means shall constitutepresence in person at a meeting.

 

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**ARTICLE III**

**OFFICERS**

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Section 8.                                            Election, Term of Office and Vacancies. The board of directors at its meeting following the annual meeting ofshareholders shall elect or appoint a president, a secretary, and atreasurer.  The board may also elect orappoint one or more vice presidents and such other officers as it may from timeto time determine.  Any two or moreoffices may be held by the same person except the offices of president andsecretary.  Each officer shall holdoffice until the meeting of the board following the next annual meeting ofshareholders and until his successor has been elected or appointed andqualified, but the board may remove any officer with or without cause at anytime.  Vacancies may be filled by theboard at any time.

 

Section 9.                                            Powers and Duties. Officers of the corporation shall, unless otherwise provided by the boardof directors, each have such powers and duties as generally pertain to theirrespective offices as well as such powers and duties as may from time to timebe specifically conferred or imposed by the board of directors.  The president shall be the chief executiveofficer of the corporation.

 

Section 10.                                      Share of Other Corporations. Whenever the corporation is the holder of shares of any othercorporation any or all rights and powers of the corporation as such shareholder(including the attendance, acting and voting at shareholders meetings, andexecution of waivers, consents, and proxies) may be exercised on behalf of thecorporation by the president, any vice president, or by such other person asthe board of directors may authorize.

 

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**ARTICLE IV**

**CERTIFICATES FOR SHARES**

 

Section 11.                                      Certificates.  Certificatesrepresenting shares of the corporation shall be signed by the president or avice president and by the secretary or an assistant secretary or the treasureror an assistant treasurer and may be sealed with the seal of the corporation ora facsimile thereof and countersigned and registered in such manner, if any, asthe board of directors may prescribe. The signatures of the officers upon a certificate may be facsimiles ifthe certificate is countersigned by a transfer agent or an assistant transferagent, or registered by a registrar other than the corporation itself or anemployee.  In case any officer who hassigned or whose facsimile signature has been placed upon a certificate shallhave ceased to be such officer before such certificate is issued it may beissued by the corporation with the same effect as if he were such officer atthe date of issue.

 

Section 12.                                      Transfer of Shares.  The sharesof the corporation may be transferred only by the holder in person or by hisattorney upon surrender for cancellation of certificates for the shares, withan assignment or power of transfer endorsed thereon or delivered therewith,duly executed, with such proof of the authenticity of the signature and ofauthority to transfer, and of payment of transfer taxes, as the corporation orits agents may require.

 

Section 13.                                      Fixing Record Date.  For thepurpose of determining the shareholders entitled to notice of or to vote at anymeeting of shareholders or any adjournment thereof, or to express consent to ordissent from any proposal without a meeting, or for the purpose of determiningshareholders entitled to receive payment of any dividend or other distributionor the allotment of any rights, or for the purpose of any other action, theboard of directors may fix a record date for any such determination ofshareholders, which date shall be not more than fifty nor less than ten daysbefore the date of any such meeting, nor more than fifty days prior to anyother action; and in any such case, only shareholders of record at the time sofixed shall be entitled to notice of and to vote at such meeting or to expresssuch consent or dissent, or to receive such dividend, distribution or rights,or to be considered shareholders for purposes of such other action, as the casemay be.

 

Section 14.                                      Lost or Destroyed Certificates. No certificate for shares shall be issued in place of any certificatealleged to have been lost, destroyed, or stolen except on production of suchevidence of loss, destruction, or theft and on delivery to the corporation, ifthe board of directors shall so require, of a bond of indemnity in such amountand upon such terms and secured by such surety as the board of directors may inits discretion require.

 

Section 15.                                      Transfer Agent and Registrar. The board of directors may appoint one or more transfer agents and oneor more registrars and may require all certificates for shares to bear thesignature or signatures of any of them.

 

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**ARTICLE V**

**CORPORATE SEAL**

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The seal of the corporation shall be circular in form and contain thename of the corporation and the year and state of its organization.

 

**ARTICLE VI**

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**AMENDMENTS**

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The by-laws may beamended, added to, or repealed at any time by the board of directors, or byvote of the shareholders entitled to vote in the election of any directors.

 

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