EXHIBIT 3.2

# SECOND AMENDED AND
RESTATEDBYLAWS OFGEVITY HR, INC.

# PREAMBLE

These
Bylaws are subject to, and governed by, the Florida Business Corporation Act (the
Florida Act) and the Articles of Incorporation (the Articles of
Incorporation) of Gevity HR, Inc., a Florida corporation (the
Corporation). In the event of a direct conflict between the provisions of
these Bylaws and the mandatory provisions of the Florida Act or the provisions of the
Articles of Incorporation, as amended, such provisions of the Florida Act or the Articles
of Incorporation, as the case may be, will be controlling.

# ARTICLE I: OFFICES

1.1
Registered Office and Agent. The registered office and registered agent of the
Corporation shall be as designated from time to time by the appropriate filing by the
Corporation in the office of the Secretary of State of the State of Florida.

1.2
Other Offices. The Corporation may also have offices at such other places, both
within and without the State of Florida, as the Board of Directors may from time to time
determine or as the business of the Corporation may require.

# ARTICLE II: MEETINGS
OF SHAREHOLDERS

2.1
Annual Meeting. An annual meeting of shareholders of the Corporation shall be held
each calendar year on such date and at such time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice of such meeting. At such meeting, the shareholders shall elect directors
and transact such other business as may be properly brought before the meeting.

2.2
Special Meeting. A special meeting of the shareholders may be called by the Board
of Directors pursuant to a resolution adopted by a majority of the Classified Directors
(as defined in Section 3.2 hereof) then serving, by the Chairman of the Board, or by
written demand of any holder or holders of record of at least twenty-five percent (25%) of
the outstanding shares of capital stock of the Corporation then entitled to vote on any
matter for which the respective special meeting is being called (considered for this
purpose as one class), such demand stating the purpose or purposes for which the meeting
is called. Subject to the requirements for notice stated in Section 2.4 hereof, a special
meeting shall be held on such date and at such time as shall be designated by the
person(s) calling the meeting and stated in the notice of the meeting or in a duly
executed waiver of notice of such meeting. Only such business shall be transacted at a
special meeting as may be stated or indicated in the notice of such meeting given in
accordance with these Bylaws or in a duly executed waiver of notice of such meeting.

2.3
Place of Meetings. An annual meeting of shareholders may be held at any place
within or without the State of Florida designated by the Board of Directors. A special
meeting of shareholders may be held at any place within or without the State of Florida
designated in the notice of the meeting or a duly executed waiver of notice of such
meeting. Meetings of shareholders shall be held at the principal offices of the
Corporation unless another place is designated for meetings in the manner provided herein.

2.4
Notice. Written or printed notice stating the place, day, and time of each meeting
of the shareholders and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60)
days before the date of the meeting, either personally or by mail, by or at the direction
of the President, the Secretary, or the officer or person(s) calling the meeting, to each
shareholder of record entitled to vote at such meeting. If such notice is to be sent by
mail, it shall be directed to such shareholder at his or her address as it appears on the
records of the Corporation, unless he or she shall have filed with the Secretary of the
Corporation a written request that notices to him or her be mailed to some other address,
in which case it shall be directed to him or her at such other address. Notice of any
meeting of shareholders shall not be required to be given to any shareholder who shall
attend such meeting in person or by proxy and who shall not, at the beginning of such
meeting, object to the transaction of any business because the meeting is not lawfully
called or convened, or who shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy.

2.5
Notice of Shareholder Business; Nomination of Director Candidates.

| | (a)       
               At annual or special meetings of the shareholders, only such business shall be
               conducted as shall have been brought before meetings (i) pursuant to the
               Corporations notice of meeting, (ii) by or at the direction of the Board
               of Directors, or (iii) by any shareholder of the Corporation who is a
               shareholder of record at the time of giving of notice provided for in this
               Section 2.5, who shall be entitled to vote at such meeting, and who complies
               with the notice procedures set forth in this Section 2.5.
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| | (b)       
               Only persons who are nominated in accordance with the procedures set forth in
               these Bylaws shall be eligible to serve as directors. Nominations of persons for
               election to the Board of Directors may be made at an annual or special meeting
               of shareholders (i) by or at the direction of the Board of Directors, (ii) by
               any shareholder of the Corporation who is a shareholder of record at the time of
               giving of notice provided for in this Section 2.5, who shall be entitled to vote
               for the election of directors at the meeting, and who complies with the notice
               procedures set forth in this Section 2.5.
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| | (c)       
               A shareholder must give timely, written notice to the Secretary of the
               Corporation to nominate directors at an annual or special meeting pursuant to
               Section 2.5(b) hereof or to propose business to be brought before an annual or
               special meeting pursuant to clause (iii) of Section 2.5(a) hereof. A notice must
               be received at the principal executive offices of the Corporation on or before
               the deadline for submitting shareholder proposals pursuant to Rule 14a-8 under
               the Securities Exchange Act of 1934, as amended (the Exchange Act)
               but not more than thirty (30) days before such deadline. Such shareholders
               notice shall set forth (i) with respect to each matter, if any, that the
               shareholder proposes to bring before the meeting, a brief description of the
               business desired to be brought before the meeting and the reasons for conducting
               such business at the meeting, (ii) with respect to each person, if any, whom the
               shareholder proposes to nominate for election or re-election as a director, all
               information relating to such person (including such persons written
               consent to being named in the proxy statement as a nominee and to serving as a
               director) that is required under the Exchange Act, (iii) the name and address,
               as they appear on the Corporations records, of the shareholder proposing
               such business or nominating such persons (as the case may be), and the name and
               address of the beneficial owner, if any, on whose behalf the proposal or
               nomination is made, (iv) the class and number of shares of capital stock of the
               Corporation that are owned beneficially and of record by such shareholder of
               record and by the beneficial owner, if any, on whose behalf the proposal or
               nomination is made, and (v) any material interest or relationship that such
               shareholder of record and/or the beneficial owner, if any, on whose behalf the
               proposal or nomination is made may respectively have in such business or with
               such nominee. At the request of the Board of Directors, any person nominated for
               election as a director shall furnish to the Secretary of the Corporation the
               information required to be set forth in a shareholders notice of
               nomination which pertains to the nominee.
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| | (d)       
               Notwithstanding anything in these Bylaws to the contrary, no business shall be
               conducted, and no person shall be nominated to serve as a director, at an annual
               or special meeting of shareholders, except in accordance with the procedures set
               forth in this Section 2.5 and elsewhere in these Bylaws. The chairman of the
               meeting shall, if the facts warrant, determine that business was not properly
               brought before the meeting, or that a nomination was not made, in accordance
               with the procedures prescribed by these Bylaws and, if he or she shall so
               determine, he or she shall so declare to the meeting, and any such business not
               properly brought before the meeting shall not be transacted and any defective
               nomination shall be disregarded. Notwithstanding the foregoing provisions of
               these Bylaws, a shareholder shall also comply with all applicable requirements
               of the Exchange Act, and the rules and regulations thereunder with respect to
               the matters set forth in this Section 2.5.
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2.6
Voting List. Prior to each meeting of shareholders, the Secretary or other officer
of the Corporation who has responsibility of the Corporations stock ledger, either
directly or through another officer appointed by him or her or through a transfer agent
appointed by the Board of Directors, shall prepare a complete list of shareholders
entitled to vote thereat, arranged in alphabetical order and showing the address of each
shareholder and number of shares of capital stock registered in the name of each
shareholder. The shareholders list must be available for inspection by any
shareholder for a period of ten (10) days prior to the meeting or such shorter time as
exists between the record date and the meeting and continuing through the meeting. To the
extent required by law, such list shall be kept on file at a place within the city where
the meeting is to be held, which place shall be specified in the notice of meeting or a
duly executed waiver of notice of such meeting or, if not so specified, at the place where
the meeting is to be held and shall be open to examination by any shareholder during
ordinary business hours. Such list shall be produced at such meeting and kept at the
meeting at all times during such meeting and may be inspected by any shareholder who is
present.

2.7
Quorum. The holders of a majority of the outstanding shares of capital stock
entitled to vote on a matter, present in person or by proxy, shall constitute a quorum at
any meeting of shareholders, except as otherwise provided by law, the Articles of
Incorporation, or these Bylaws. If a quorum shall not be present, in person or by proxy,
at any meeting of shareholders, the shareholders entitled to vote thereat who are present,
in person or by proxy (or, if no shareholder entitled to vote is present, any officer of
the Corporation), may adjourn the meeting from time to time without notice other than
announcement at the meeting (unless the Board of Directors, after such adjournment, fixes
a new record date for the adjourned meeting), until a quorum shall be present, in person
or by proxy. At any adjourned meeting at which a quorum shall be present, in person or by
proxy, any business may be transacted which may have been present; provided that, if after
the adjournment a new record date is fixed for the adjourned meeting, which the board of
directors must do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting.

2.8
Required Vote; Withdrawal of Quorum. When a quorum is present at any meeting, the
vote of the holders of at least a majority of the outstanding shares of capital stock
entitled to vote thereat who are present, in person or by proxy, shall decide any question
brought before such meeting, unless the question is one on which, by express provision of
law, the Articles of Incorporation, or these Bylaws, a different vote is required, in
which case such express provision shall govern and control the decision of such question.
The shareholders present at a duly constituted meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.

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2.9
Method of Voting; Proxies. Except as otherwise provided in the Articles of
Incorporation (including any amendment thereto that designates a class or series of
preferred stock) or by law, each outstanding share of capital stock, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. Elections of directors need not be by written ballot. At any meeting of
shareholders, every shareholder having the right to vote may vote either in person or by a
proxy executed in writing by the shareholder or by his or her duly authorized
attorney-in-fact. Each such proxy shall be filed with the Secretary of the Corporation
before or at the time of the meeting. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy. If no date is
stated in a proxy, such proxy shall be presumed to have been executed on the date of the
meeting at which it is to be voted. Each proxy shall be revocable unless expressly
provided therein to be irrevocable and coupled with an interest sufficient in law to
support an irrevocable power or unless otherwise made irrevocable by law.

2.10
Record Date. For the purpose of determining shareholders entitled (a) to notice of
or to vote at any meeting of shareholders or any adjournment thereof, (b) to receive
payment of any dividend or other distribution or allotment of any rights, or (c) to
exercise any rights in respect of any change, conversion, or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, for any such determination of shareholders, such date
in any case to be not more than seventy (70) days and not less than ten (10) days prior to
such meeting nor more than seventy (70) days prior to any other action. If no record date
is fixed:

| | (i)       
               The record date for determining shareholders entitled to notice of or to vote at
               a meeting of shareholders shall be at the close of business on the day next
               preceding the day on which notice is given or, if notice is waived, at the close
               of business on the day next preceding the day on which the meeting is held.
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| | (ii)       
               The record date for determining shareholders for any other purpose shall be at
               the close of business on the day on which the Board of Directors adopts the
               resolution relating thereto.
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| | (iii)       
               A determination of shareholders of record entitled to notice of or to vote at a
               meeting of shareholders shall apply to any adjournment of the meeting; provided,
               however, that the Board of Directors may fix a new record date for the adjourned
               meeting and shall fix a new record date in case the meeting is adjourned to a
               date more than 120 after the date fixed for the original meeting.
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2.11
Conduct of Meeting. The Chairman of the Board, if such office has been filled, and,
if not or if the Chairman of the Board is absent or otherwise unable to act, the
Vice-Chairman of the Board, if such office has been filled, and, if not or if the Vice
Chairman of the Board is absent or otherwise unable to act, the President shall preside at
all meetings of shareholders. The Secretary shall keep the records of each meeting of
shareholders. In the absence or inability to act for any such officer, such officers
duties shall be performed by the officer given the authority to act for such absent or
non-acting officer under these Bylaws or by some person appointed by the meeting.

# ARTICLE III: DIRECTORS

3.1
Management. The business and property of the Corporation shall be managed by the
Board of Directors. Subject to the restrictions imposed by law, the Articles of
Incorporation, or these Bylaws, the Board of Directors may exercise all the powers of the
Corporation.

3.2
Number; Qualification; Election; Term. The Board of Directors shall consist of no
fewer than five (5) and no more than twelve (12) directors (plus such number of directors
as may be elected from time to time pursuant to the terms of any class or series of
preferred stock that may be issued and outstanding from time to time). The exact number of
directors shall be the number fixed from time to time by resolution of the Board of
Directors. The directors of the Corporation (exclusive of directors who are elected
pursuant to the terms of, and serve as representatives of the holders of, any series of
preferred stock of the Corporation) shall be referred to herein as Classified
Directors and shall be divided into three classes, with the first class referred to
herein as Class I, the second class as Class II, and the third
class as Class III. Each class shall consist as nearly as possible of
one-third (1/3) of the total number of directors making up the entire Board of Directors.
The term of office of the initial Class I directors shall expire at the 2000 annual
meeting of shareholders, the term of office of the initial Class II directors shall expire
at the 1999 annual meeting of shareholders, and the term of office of the initial Class
III directors shall expire at the 1998 annual meeting of shareholders, with each director
to hold office until his or her successor shall have been duly elected and qualified. At
each annual meeting of shareholders, directors elected to succeed those directors whose
terms then expire shall be elected for a term of office to expire at the third succeeding
annual meeting of shareholders after their election, with each director to hold office
until his or her successor shall have been duly elected and qualified.

Notwithstanding
the foregoing, whenever the holders of any one or more classes or series of preferred
stock issued by the Corporation shall have the right, voting separately by series or by
class (excluding holders of common stock), to elect directors at an annual or special
meeting of shareholders, the election, term of office, filling of vacancies, and other
features of such directorships shall be governed by the terms of the Articles of
Incorporation (including any amendment to the Articles of Incorporation that designates a
series of preferred stock), and such directors so elected by the holders of preferred
stock shall not be divided into classes pursuant to this Section 3.2 unless expressly
provided by the terms of the Articles of Incorporation.

3.3
Change in Number. No decrease in the number of directors constituting the entire
Board of Directors shall have the effect of shortening the term of any incumbent director.

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3.4
Removal; Vacancies.

| | (a)       
               Any or all Classified Directors may be removed, but only for cause, at any
               annual or special meeting of shareholders, upon the affirmative vote of the
               holders of a majority of the outstanding shares of each class of capital stock
               of the Corporation then entitled to vote in person or by proxy at an election of
               such Classified Directors, provided that notice of the intention to act upon
               such matter shall have been given in the notice calling such meeting. Newly
               created directorships resulting from any increase in the authorized number of
               Classified Directors, and any vacancies occurring in the Board of Directors,
               whether caused by death, resignation, retirement, disqualification, removal or
               other termination from office of any Classified Director or otherwise, may be
               filled by the vote of a majority of the Classified Directors then in office,
               though less than a quorum, or by the affirmative vote, at any annual meeting or
               any special meeting of the shareholders called for the purpose of filling such
               directorship, of the holders of a majority of the outstanding shares of each
               class of capital stock then entitled to vote in person or by proxy at an
               election of such Classified Directors. Each successor Classified Director so
               chosen shall hold office until the next election of the class for which such
               director shall have been chosen and until his or her respective successor shall
               have been duly elected and qualified.
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| | (b)       
               Unless otherwise provided by the terms of the Articles of Incorporation
               (including any amendment thereto that designates a series of preferred stock),
               any or all directors other than Classified Directors may be removed, with or
               without cause, at any annual or special meeting of shareholders, upon the
               affirmative vote of the holders of a majority of the outstanding shares of each
               class of capital stock then entitled to vote in person or by proxy at an
               election of such directors, provided that notice of the intention to act upon
               such matter shall have been given in the notice calling such meeting. Unless
               otherwise provided by the terms of the Articles of Incorporation (including any
               amendment thereto that designates a class or series of preferred stock), any
               vacancies occurring in the Board of Directors caused by death, resignation,
               retirement, disqualification, removal or other termination from office of any
               directors other than Classified Directors may be filled by the vote of a
               majority of the Board of Directors then in office, though less than a quorum, or
               by the affirmative vote, at any annual meeting or any special meeting of the
               shareholders called for the purpose of filling such directorship, of the holders
               of a majority of the outstanding shares of each class of capital stock then
               entitled to vote in person or by proxy at an election of such directors. Each
               successor director so chosen shall hold office until the next election of the
               class for which such director shall have been chosen and until his or her
               respective successor shall have been duly elected and qualified.
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3.5
Meetings of Directors. The directors may hold their meetings and may have an office
and keep the records of the Corporation, except as otherwise provided by law, in such
place or places within or without the State of Florida as the Board of Directors may from
time to time determine or as shall be specified in the notice of such meeting or duly
executed waiver of notice of such meeting.

3.6
Annual Meeting. The Board of Directors may hold an annual meeting, if a quorum is
present, immediately after and at the same place as the annual meeting of shareholders,
and no notice of such meeting shall be necessary.

3.7
Election of Officers. At the first meeting of the Board of Directors after each
annual meeting of shareholders at which a quorum shall be present, the Board of Directors
shall elect the officers of the Corporation.

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3.8
Regular Meetings. Regular meetings of the Board of Directors shall be held at such
times and places as shall be designated from time to time by resolution of the Board of
Directors. Notice of such regular meetings shall not be required.

3.9
Special Meetings. Special meetings of the Board of Directors shall be held whenever
called by the Chairman of the Board, the Vice-Chairman of the Board, the Chief Executive
Officer, the President, or any two directors.

3.10
Notice. Notice of each special meeting shall be given to each director at least
twenty-four (24) hours before the meeting. Notice of any such meeting need not be given to
any director who, either before or after the meeting, submits a signed waiver of notice or
who shall attend such meeting without protesting, prior to or at its commencement, the
lack of notice to him. The purpose of any special meeting shall be specified in the notice
or waiver of notice of such meeting.

3.11
Quorum; Majority Vote. At all meetings of the Board of Directors, a majority of the
directors fixed in the manner provided in these Bylaws shall constitute a quorum for the
transaction of business. If at any meeting of the Board of Directors there is less than a
quorum present, a majority of those present or any director solely present may adjourn the
meeting from time to time without further notice. Unless the act of a greater number is
required by law, the Articles of Incorporation, or these Bylaws, the act of a majority of
the directors present at a meeting at which a quorum is in attendance shall be the act of
the Board of Directors. At any time that the Articles of Incorporation provides that
directors elected by the holders of a class or series of stock shall have more or less
than one vote per director on any matter, every reference in these Bylaws to a majority or
other proportion of directors shall refer to a majority or other proportion of the votes
of such directors.

3.12
Procedure. At meetings of the Board of Directors, business shall be transacted in
such order as from time to time the Board of Directors may determine. The Chairman of the
Board, if such office has been filled, and, if not or if the Chairman of the Board is
absent or otherwise unable to act, the Vice-Chairman of the Board, if such office has been
filled, and, if not or if the Vice-Chairman of the Board is absent or otherwise unable to
act, the President shall preside at all meetings of the Board of Directors. In the absence
or inability to act of either such officer, a chairman shall be chosen by the Board of
Directors from among the directors present. The Secretary of the Corporation shall act as
the secretary of each meeting of the Board of Directors unless the Board of Directors
appoints another person to act as secretary of the meeting. The Board of Directors shall
keep regular minutes of its proceedings which shall be placed in the minute book of the
Corporation.

3.13
Presumption of Assent. A director of the Corporation who is present at the meeting
of the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action unless (i) he or she objects at the beginning of
the meeting (or promptly upon his or her arrival at the meeting) to the holding of the
meeting or transacting specified business at the meeting, (ii) his or her dissent as to
any particular action shall be entered in the minutes of the meeting, or (iii) unless he
or she shall file his or her written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof or shall forward any dissent by
certified or registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director who voted
in favor of such action.

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3.14
Compensation. The Board of Directors shall have the authority to fix the
compensation, including fees and reimbursement of expenses, paid to directors for
attendance at regular or special meetings of the Board of Directors or any committee
thereof (including participation in meeting held by conference telephone call); provided,
that nothing contained herein shall be construed to preclude any director from serving the
Corporation in any other capacity or receiving compensation therefor.

# ARTICLE IV: COMMITTEES

4.1
Designation. The Board of Directors may, by resolution adopted by a majority of the
entire Board of Directors, designate one or more committees, including without limitation
an Executive Committee, Audit Committee, Compensation Committee and Nominating/Corporate
Governance Committee.

4.2
Number; Qualification; Term; Chairperson. Each committee shall consist of one (1)
or more directors appointed by resolution adopted by a majority of the entire Board of
Directors. The number of committee members may be increased or decreased from time to time
by resolution adopted by a majority of the entire Board of Directors. Each committee
member shall serve as such until the earliest of (i) the expiration of his or her term as
director, (ii) his or her resignation as a committee member or as a director, or (iii) his
or her removal as a committee member or as a director. The Board of Directors may
designate one (1) person who is a member of each committee to serve as its chairperson.

4.3
Authority. Each committee, to the extent expressly provided in the resolution
establishing such committee, shall have and may exercise all of the authority of the Board
of Directors in the management of the business and the property of the Corporation except
to the extent expressly restricted by such resolution or by law, the Articles of
Incorporation, or these Bylaws.

4.4
Committee Changes. The Board of Directors shall have the power at any time to fill
vacancies in, to change the membership of, and to discharge any committee.

4.5
Alternate Members of Committees. The Board of Directors may designate one or more
directors as alternate members of any committee. Any such alternate member may replace any
absent or disqualified member at any meeting of the committee. If no alternate committee
members have been so appointed to a committee or each such alternate committee member is
absent or disqualified, the member or members of such committee present at any meeting and
not disqualified from voting, whether or not he or she or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.

4.6
Regular Meetings. Regular meetings of any committee may be held without notice at
such time and place as may be designated from time to time by the committee and
communicated to all members thereof.

4.7
Special Meeting. Special meetings of any committee may be held whenever called by
any committee member. The committee member calling any special meeting shall cause notice
of such special meeting, including therein the time and place of such special meeting, to
be given to each committee member at least two (2) days before such special meeting.
Neither the business to be transacted at, nor the purpose of, any special meeting of any
committee need be specified in the notice or waiver of notice of any special meeting.

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4.8
Quorum; Majority Vote. At meetings of any committee, a majority of the number of
members designated by the Board of Directors shall constitute a quorum for the transaction
of business. If a quorum is not present at a meeting of any committee, a majority of the
members present may adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present. The act of a majority of the
members present at any meeting at which a quorum is in attendance shall be the act of a
committee, unless the act of a greater number is required by law, the Articles of
Incorporation, or these Bylaws.

4.9
Minutes. Each committee shall cause minutes of its proceedings to be prepared and
shall report the same to the Board of Directors upon the request of the Board of
Directors. The minutes of the proceedings of each committee shall be delivered to the
Secretary of the Corporation for placement in the minute books of the Corporation.

4.10
Compensation. Committee members may be compensated for service on any committee in
an amount approved by the Board of Directors.

4.11
Responsibility. The designation of any committee and the delegation of authority to
it shall not operate to relieve the Board of Directors or any director of any
responsibility imposed upon it or such director by law.

4.12
Executive Committee. The Board of Directors may, by resolution, designate three (3)
or more of its members to constitute an Executive Committee. The Executive Committee shall
have the power to exercise all of the powers of the Board of Directors when such action is
required to be taken between regular meetings of the Board of Directors and time is of the
essence, as a result of which it is not practicable to convene a special meeting of the
Board of Directors. Notwithstanding the foregoing, the Executive Committee may not
exercise any power of the Board of Directors if applicable law, the Articles of
Incorporation or these Bylaws of the Corporation, as amended, or any of the provisions of
the Executive Committee Charter prohibit the exercise of such power. The Executive
Committee shall have such additional authority, not inconsistent with the foregoing, as
shall be delegated by the Board of Directors, as evidenced by the Executive Committee
Charter approved by the Board of Directors or by resolution of the Board of Directors.

4.13
Other Committees. Each of the Audit Committee, the Compensation Committee, the
Nominating/Corporate Governance Committee, the Investment Committee, and any other
committee as established by the Board of Directors, shall have such authority as shall be
delegated by the Board of Directors, as evidenced by a committee charter approved by the
Board of Directors or by resolution of the Board of Directors.

4.14
Qualifications. The committee members of each committee shall meet such
qualifications as are required by law or by the rules and regulations of the Nasdaq Stock
Market, Inc. or any other principal national securities exchange on which the
Corporations common stock is listed.

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# ARTICLE V: NOTICE

5.1
Method. Whenever by law, the Articles of Incorporation, or these Bylaws, notice is
required to be given to any committee member, director, or shareholder and no provision is
made as to how such notice shall be given, personal notice shall not be required and any
such notice may be given (a) in writing, by mail, postage prepaid, addressed to such
committee member, director, or shareholder at his or her address as it appears on the
books or (in the case of a shareholder) the stock transfer records of the Corporation, or
(b) by any other method permitted by law (including but not limited to overnight courier
service, telegram, telex, or telefax). Any notice required or permitted to be given by
mail shall be deemed to be delivered and given at the time when the same is deposited in
the United States mail as aforesaid. Any notice required or permitted to be given by
overnight courier service shall be deemed to be delivered and given at the time delivered
to such service with all charges prepaid and addressed as aforesaid. Any notice required
or permitted to be given by telegram, telex, or telefax shall be deemed to be delivered
and given at the time transmitted with all charges prepaid and addressed as aforesaid.

5.2
Waiver. Whenever any notice is required to be given to any shareholder, director,
or committee member of the Corporation by law, the Articles of Incorporation, or these
Bylaws, a waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to the giving
of such notice. Attendance of a shareholder, director, or committee member at a meeting
shall constitute a waiver of notice of such meeting, except where such person attends for
the express purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

# ARTICLE VI: OFFICERS

6.1
Number, Titles, Term of Office. The officers of the Corporation shall be a Chairman
of the Board, a President, a Secretary, and such other officers as the Board of Directors
may from time to time elect or appoint, including, without limitation, a Vice-Chairman of
the Board, one or more Chief Executive Officer, Chief Financial Officer, one or more Vice
Presidents (with each Vice President to have such descriptive title, if any, as the Board
of Directors shall determine), a Secretary, one or more Assistant Secretaries, and a
Treasurer and one or more Assistant Treasurers. Each officer shall hold office until his
or her successor shall have been duly elected and shall have qualified, until his or her
death, or until he or she shall resign or shall have been removed in the manner
hereinafter provided. Any two (2) or more offices may be held by the same person. None of
the officers need be a shareholder or a director of the Corporation or a resident of the
State of Florida.

6.2
Removal. Any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgment the best interest of the
Corporation will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.

6.3
Vacancies. Any vacancy occurring in any office of the Corporation (by death,
resignation, removal, or otherwise) may be filled by the Board of Directors.

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6.4
Authority. officers shall have such authority and perform such duties in the
management of the Corporation as are provided in these Bylaws or as may be determined by
resolution of the Board of Directors not inconsistent with these Bylaws.

6.5
Compensation. The compensation, if any, of officers and agents shall be fixed from
time to time by the Board of Directors or any committee thereof; provided, however, that
the Board of Directors may delegate the power to determine the compensation of any officer
and agent (other than the officer to whom such power is delegated) to any other officer of
the Corporation.

6.6
Chairman. The Chairman of the Board shall preside at all meetings of the Board of
Directors and shall exercise such powers and perform such other duties as shall be
determined from time to time by the Board of Directors.

6.7
Vice-Chairman. The Vice-Chairman shall, in the absence or disability of the
Chairman, exercise the powers and perform the duties of the Chairman and shall exercise
such powers and perform such other duties as shall be determined from time to time by the
Board of Directors.

6.8
Office of the Chief Executive. The Office of the Chief Executive shall be occupied
by one or more persons appointed by the Board of Directors. The Chief Executive Officer
shall report directly to the Executive Committee of the Board of Directors and shall have
general supervision and direction over the business and management of the Corporation,
subject to the control of the Executive Committee. The Chief Executive Officer may sign
and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and execution thereof shall be expressly
delegated by the Executive Committee, the Board of Directors or these Bylaws to some other
officer or agent of the Corporation, or shall be required by law otherwise to be signed or
executed, and, in general, shall perform all duties incident to the Office of the Chief
Executive and such other duties as from time to time may be assigned to him or her by the
Executive Committee or by these Bylaws. In the event that the Board of Directors appoints
more than one person to occupy the position of Chief Executive Officer, the term
Chief Executive Officer shall refer to each of the Co-Chief Executive Officers
so appointed.

6.9
President. The President shall assist the Chief Executive Officer in the management
of and supervision and direction over the business and affairs of the Corporation,
subject, however, to the direction of the Chief Executive Officer and the control of the
Board of Directors. The President may, in the absence of the Chairman, the Vice-Chairman
and the Chief Executive Officer, as the case may be, preside, if present, at each meeting
of the shareholders and of the Board of Directors. The President may sign and execute in
the name of the Corporation deeds, mortgages, bonds, contracts and other instruments
except in cases in which the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation or shall be required by law otherwise to be signed or executed and, in
general, shall perform all duties incident to the office of the President and such other
duties as from time to time may be assigned to him or her by the Board of Directors, by
these Bylaws or by the Chief Executive Officer.

6.10
Chief Financial Officer. The Chief Financial Officer shall be the chief financial
officer of the Corporation, and shall render to the Board of Directors, whenever the Board
of Directors may require, an account of the financial condition and results of operation
of the Corporation; shall make, sign and file financial, tax and similar reports to any
state, federal or municipal government, agency or department, or any self-regulatory
organization; shall provide for the continuous review of all accounts and reports; and
shall perform such other duties as from time to time may be assigned to him or her by the
Board of Directors, by these Bylaws or the Chief Executive Officer or President.

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6.11
Vice Presidents. Each Vice President shall have such powers and perform such duties
as from time to time may be assigned to such Vice President or by the Board of Directors
or by the Chief Executive Officer or the President and shall perform such other duties as
may be prescribed in these Bylaws.

6.12
Secretary; Assistant Secretary. The Secretary or an Assistant Secretary shall
attend all meetings of the shareholders and shall record all the proceedings of the
meetings of the Board of Directors and of the shareholders in a book to be kept for that
purpose, and shall perform like duties for committees of the Board of Directors, when
required. The Secretary or an Assistant Secretary shall give, or cause to be given, notice
of all special meetings of the Board of Directors and of the shareholders and shall
perform such other duties as may be prescribed by the Board of Directors or by the Chief
Executive Officer, under whose supervision the Secretary shall be. The Secretary shall
have custody of the corporate seal of the Corporation, and the Secretary, or an Assistant
Secretary, shall have authority to impress the same on any instrument requiring it, and
when so impressed the seal may be attested by the signature of the Secretary or by the
signature of such Assistant Secretary. The Board of Directors may give general authority
to any other officer to impress the seal of the Corporation and to attest the same by such
officers signature. The Secretary or an Assistant Secretary may also attest all
instruments signed by the Chairman, the Vice-Chairman, the Chief Executive Officer or the
President. The Secretary shall have charge of all the books, records and papers of the
Corporation relating to its organization and management, shall see that the reports,
statements and other documents required by statute are properly kept and filed and, in
general, shall perform all duties incident to the office of Secretary of a corporation and
such other duties as may from time to time be assigned to the Secretary by the Board of
Directors, by these Bylaws, by the Chief Executive Officer or by the President.

6.13
Treasurer. The Treasurer shall have charge and custody of, and be responsible for,
all funds, securities and notes of the Corporation; receive and give receipts for moneys
due and payable to the Corporation from any sources whatsoever; deposit all such moneys
and valuable effects in the name and to the credit of the Corporation in such depositaries
as may be designated by the Board of Directors; against proper vouchers, cause such funds
to be disbursed by checks or drafts on the authorized depositaries of the Corporation
signed in such manner as shall be determined by the Board of Directors and be responsible
for the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be
entered in books or other records maintained for such purpose full and adequate accounting
of all moneys received or paid for the account of the Corporation; have the right to
require from time to time reports or statements giving such information as the Treasurer
may desire with respect to any and all financial transactions of the Corporation from the
officers or agents transacting the same; render to the Chairman, the Vice-Chairman, the
Chief Executive Officer, the President or the Board of Directors, whenever the Chairman,
the Vice-Chairman, the Chief Executive Officer, the President or the Board of Directors
shall require the Treasurer so to do, an accounting of the financial condition of the
Corporation and of all financial transactions of the Corporation; exhibit at all
reasonable times the records and books of account to any of the directors upon application
at the office of the Corporation where such records and books are kept; disburse the funds
of the Corporation as ordered by the Board of Directors; and, in general, perform all
duties incident to the office of Treasurer of a corporation and such other duties as may
from time to time be assigned to the Treasurer by the Board of Directors, by these Bylaws
or by the Chief Executive Officer or by the President.

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6.14
Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant
Treasurers shall perform such duties as shall be assigned to them by the Secretary or by
the Treasurer, respectively, or by the Board of Directors, by these Bylaws, by the Chief
Executive Officer or by the President.

# ARTICLE VII:
CERTIFICATES AND SHAREHOLDERS

7.1
Certificates for Shares. Certificates for shares of stock of the Corporation shall
be in such form as shall be approved by the Board of Directors. The certificates shall be
signed by the Chairman of the Board, the Chief Executive Officer or the President or a
Vice President and also by the Secretary or an Assistant Secretary or by the Treasurer or
an Assistant Treasurer. Any and all signatures on the certificate may be a facsimile and
may be sealed with the seal of the Corporation or a facsimile thereof. If any officer,
transfer agent, or registrar who has signed, or whose facsimile signature has been placed
upon, a certificate has ceased to be such officer, transfer agent, or registrar before
such certificate is issued, such certificate may be issued by the Corporation with the
same effect as if he or she were such officer, transfer agent, or registrar at the date of
issue. The certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued and shall exhibit the holders name and the
number of shares.

7.2
Replacement of Lost or Destroyed Certificates. The Board of Directors may direct a
new certificate or certificates to be issued in place of a certificate or certificates
theretofore issued by the Corporation and alleged to have been lost or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate or certificates
representing shares to be lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his or her legal representative, to advertise the same in
such manner as it shall require and/or to give the Corporation a bond with a surety or
sureties satisfactory to the Corporation in such sum as it may direct as indemnity against
any claim, or expense resulting from a claim, that may be made against the Corporation
with respect to the certificate or certificates alleged to have been lost or destroyed.

7.3
Transfer of Shares. Shares of stock of the Corporation shall be transferable only
on the books of the Corporation by the holders thereof in person or by their duly
authorized attorneys or legal representatives. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to transfer, the
Corporation or its transfer agent shall issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.

7.4
Registered Shareholders. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

7.5
Regulations. The Board of Directors shall have the power and authority to make all
such rules and regulations as it may deem expedient concerning the issue, transfer, and
registration or the replacement of certificates for shares of stock of the Corporation.

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7.6
Legends. The Board of Directors shall have the power and authority to provide that
certificates representing shares of stock bear such legends as the Board of Directors
deems appropriate to assure that the Corporation does not become liable for violations of
federal or state securities laws or other applicable law.

# ARTICLE VIII:
MISCELLANEOUS; PROVISIONS

8.1
Dividends. Subject to provisions of law and the Articles of Incorporation,
dividends may be declared by the Board of Directors at any regular or special meeting and
may be paid in cash, in property, or in shares of stock of the Corporation. Such
declaration and payment shall be at the discretion of the Board of Directors.

8.2
Reserves. There may be created by the Board of Directors out of funds of the
Corporation legally available therefor such reserve or reserves as the directors from time
to time, in their discretion, consider proper to provide for contingencies, to equalize
dividends, or to repair or maintain any property of the Corporation, or for such other
purpose as the Board of Directors shall consider beneficial to the Corporation, and the
Board of Directors may modify or abolish any such reserve in the manner in which it was
created.

8.3
Books and Records. The Corporation shall keep correct and complete books and
records of account, shall keep minutes of the proceedings of its shareholders and Board of
Directors and shall keep at its registered office or principal place of business, or at
the office of its transfer agent or registrar, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of the shares held by
each.

8.4
Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

8.5
Seal. The seal of the Corporation shall be such as from time to time may be approved by
the Board of Directors.

8.6
Resignations. Any director, committee member, or officer may resign by so stating
at any meeting of the Board of Directors or by giving written notice to the Board of
Directors, the Chairman of the Board, the Vice-Chairman, the Chief Executive Officer, the
President, or the Secretary. Such resignation shall take effect at the time specified
therein or, if no time is specified therein, immediately upon its receipt. Unless
otherwise specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

8.7
Securities of Other Corporations. The Chairman of the Board, the Vice-Chairman, the
Chief Executive Officer, the President, or any Vice President of the Corporation shall
have the power and authority to transfer, endorse for transfer, vote, consent, or take any
other action with respect to any securities of another issuer which may be held or owned
by the Corporation and to make, execute, and deliver any waiver, proxy, or consent with
respect to any such securities.

8.8
Telephone Meetings. Shareholders (acting for themselves or through a proxy),
members of the Board of Directors, and members of any committee of the Board of Directors
may participate in and hold a meeting of such shareholders, Board of Directors, or
committee by means of a conference telephone or similar communications equipment by means
of which persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at such meeting,
except where a person participates in the meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully called or
convened.

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8.9
Action Without a Meeting.

| | (a)       
               Any action required by the Florida Act to be taken at any annual or special
               meeting of the shareholders, or any action which may be taken at any annual or
               special meeting of the shareholders, may not be taken without a meeting.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Except as otherwise provided in the Articles of Incorporation or in these
               Bylaws, any action required or permitted to be taken at a meeting of the Board
               of Directors, or of any committee of the Board of Directors, may be taken
               without a meeting if a consent or consents in writing, setting forth the action
               so taken, shall be signed by all the directors or all the committee members, as
               the case may be, entitled to vote with respect to the subject matter thereof,
               and such consent shall have the same force and effect as a vote of such
               directors or committee members, as the case may be, and may be stated as such in
               any certificate or document filed with the Secretary of State of the State of
               Florida or in any certificate delivered to any person. Such consent or consents
               shall be filed with the minutes of proceedings of the Board of Directors or
               committee, as the case may be.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.10
Invalid Provisions. If any part of these Bylaws shall be held invalid or
inoperative for any reason, the remaining parts, so far as it is possible and reasonable,
shall remain valid and operative.

8.11
Mortgages, etc. With respect to any deed, deed of trust, mortgage, or other
instrument executed by the Corporation through its duly authorized officer or officers,
the attestation to such execution by the Secretary of the Corporation shall not be
necessary to constitute such deed, deed of trust, mortgage, or other instrument a valid
and binding obligation against the Corporation unless the resolutions, if any, of the
Board of Directors authorizing such execution expressly state that such attestation is
necessary.

8.12
Headings. The headings used in these Bylaws have been inserted for administrative
convenience only and do not constitute matter to be construed in interpretation.

8.13
Amendments. The Board of Directors shall have the power, upon the affirmative vote
of a majority of the Classified Directors at a meeting lawfully convened, to make, adopt,
alter, amend, and repeal from time to time these Bylaws and to make from time to time new
Bylaws, subject to the right of the shareholders entitled to vote thereon to adopt, alter,
amend, and repeal Bylaws made by the Board of Directors or to make new Bylaws.

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