**Exhibit 3.2**

 

**SECOND AMENDED AND RESTATED BYLAWS**

** **

**OF**

** **

**AMERICAN RESIDENTIAL INVESTMENTTRUST, INC. (the “Corporation”)**

 

ARTICLE I

 

STOCKHOLDERS

 

SECTION 1. Annual Meeting.  TheCorporation shall hold an annual meeting of its stockholders to elect directorsand transact any other business within its power, either at 10:00 a.m. on thethird Tuesday of July in each year if not a legal holiday, or at such othertime on such other day falling on or before the 31st day thereafter as shall beset by the Board of Directors.  Exceptas the Charter or statute provides otherwise, any business may be considered atan annual meeting without the purpose of the meeting having been specified inthe notice.  Failure to hold an annualmeeting does not invalidate the Corporation’s existence or affect any otherwisevalid corporate acts.  Meetings ofstockholders shall be held at the principal office of the Corporation or atsuch place in the United States as is set forth from time to time by the Boardof Directors.

 

SECTION 2. Special Meetings.  Specialmeetings of the stockholders for any purpose or purposes may be called at anytime by the President or a majority of the Board of Directors in a vote at ameeting or in writing (addressed to the Secretary of the Corporation) with orwithout a meeting. Upon written request of any stockholder or stockholdersholding in the aggregate a majority of the voting power of all stockholdersdelivered in person or sent by registered mail to the Secretary of theCorporation, such request to state the purpose or purposes of the proposedmeeting, the Secretary shall call a special meeting of stockholders to be heldat the principal office of the Corporation at such time as the Secretary mayfix, such meeting to be held not less than fourteen (14) nor more than sixty(60) days after the receipt of such request, and if the Secretary shall neglector refuse to call such meeting, for a period of seven (7) days after thereceipt of such request, the stockholder making such request may thereafter callsuch meeting by providing notice as provided herein.

 

SECTION 3. Notices.  Notice of theannual meeting and of any special meeting of stockholders shall, at leastfourteen (14) days but not more than sixty (60) days prior to the date thereof,be given to each stockholder entitled to vote thereat and each otherstockholder entitled to notice of the meeting. Notice is given to a stockholder when it is personally delivered to it,left at its residence or usual place of business, or mailed to it at its addressas it appears on the records of the Corporation.  Notwithstanding the foregoing provisions, each person who isentitled to notice waives notice if, before or after the meeting, suchstockholder signs a waiver of notice which is filed with the records of thestockholders’ meeting, or is present at the meeting in person or by proxy.  Every notice of an annual meeting or aspecial meeting shall state the time and place of the meeting.  If the meeting is a special meeting ornotice of the purpose or purposes is required by

 

----

 

statute,the notice shall also briefly state the purpose or purposes thereof, and nobusiness, other than that specified in such notice and matters germane thereto,shall be transacted at the meeting without further notice to stockholders notpresent in person or by proxy.

 

SECTION 4. Quorum; Manner of Acting and Adjournment.  Unless statute or the Charter providesotherwise, at a meeting of stockholders the presence in person or by proxy ofstockholders entitled to cast a majority of all the votes entitled to be castat the meeting constitutes a quorum, and a majority of all the votes cast at ameeting at which a quorum is present is sufficient to approve any matter whichproperly comes before the meeting, except that a plurality of all the votescast at a meeting at which a quorum is present is sufficient to elect adirector.

 

Whether or not a quorum is present, a meeting ofstockholders convened on the date for which it was called may be adjourned fromtime to time without further notice by a majority vote of the stockholderspresent in person or by proxy to a date not more than 120 days after theoriginal record date.  Any businesswhich might have been transacted at the meeting as originally notified may bedeferred and transacted at any such adjourned meeting at which a quorum shallbe present.

 

SECTION 5. Organization.  At everymeeting of the stockholders, the Chairman of the Board, if there be one, shallconduct the meeting or, in the case of vacancy in office or absence of the Chairmanof the Board, one of the following officers present shall conduct the meetingin the order stated: the Vice Chairman of the Board, if there be one, thePresident, the Vice Presidents in their order of rank and seniority, or aChairman chosen by the stockholders entitled to cast a majority of the voteswhich all stockholders present in person or by proxy are entitled to cast,shall act as Chairman, and the Secretary or, in his or her absence, anassistant secretary, or in the absence of both Secretary and assistantsecretaries, a person appointed by the Chairman, shall act as Secretary.

 

SECTION 6. Voting.  Unless theCharter provides for a greater or lesser number of votes per share or limits ordenies voting rights, each outstanding share of stock, regardless of class, isentitled to one vote on each matter submitted to a vote at a meeting ofstockholders.  In all elections fordirectors, each share of stock may be voted for as many individuals as thereare directors to be elected and for whose election the share is entitled to bevoted, but cumulative voting is not permitted.

 

SECTION 7. Proxies.  A stockholdermay vote the stock the stockholder owns of record either in person or byproxy.  A stockholder may sign a writingauthorizing another person to act as proxy. Signing may be accomplished by the stockholder or the stockholder’sauthorized agent signing the writing or causing the stockholder’s signature tobe affixed to the writing by any reasonable means, including facsimilesignature.  A stockholder may authorizeanother person to act as proxy by transmitting, or authorizing the transmissionof, a telegram, facsimile, or other means of electronic transmission to theperson authorized to act as proxy or to a proxy solicitation firm, proxy supportservice organization, or other person authorized by the person who will act asproxy to receive the transmission. Unless a proxy provides otherwise, it is not valid more than 11 monthsafter its date.  A proxy is revocable bya stockholder at any time without condition or qualification unless the proxystates that it is irrevocable and the proxy is coupled with an interest.  A proxy may be made irrevocable for so longas it is coupled with an interest.  Theinterest with

 

2

----

 

whicha proxy may be coupled includes an interest in the stock to be voted under theproxy or another general interest in the Corporation or its assets orliabilities.

 

SECTION 8. Voting Lists.  At eachmeeting of stockholders, a full, true and complete list of all stockholdersentitled to vote at such meeting, showing the number and class of shares heldby each and certified by the transfer agent for such class or by the Secretary,shall be furnished by the Secretary.

 

SECTION 9. Informal Action by Stockholders. Unless otherwise provided by law, any action required to be taken at ameeting of the stockholders, or any other action which may be taken at ameeting of the stockholders, may be taken without a meeting if a consent in writing,setting forth the action so taken, shall be signed by all of the stockholdersentitled to vote with respect to the subject matter thereof.

 

SECTION 10. Meeting by Conference Telephone. Stockholders may participate in a meeting by means of a conferencetelephone or similar communications equipment if all persons participating inthe meeting can hear each other at the same time.  Participation in a meeting by these means constitutes presence inperson at a meeting.

 

SECTION 11. Stockholder Proposals. For any stockholder proposal to be presented in connection with anannual meeting of stockholders of the Corporation (other than proposals madeunder Rule 14a-8 of the Securities Exchange Act of 1934, as amended), includingany proposal relating to the nomination of a director to be elected to theBoard of Directors of the Corporation, the stockholder putting forth suchproposal must have given timely notice thereof in writing to the Secretary ofthe Corporation.  To be timely, astockholder’s notice shall be delivered to the Secretary at the principalexecutive offices of the Corporation not less than 60 days nor more than 90days prior to the first anniversary of the preceding year’s annual meeting;provided, however, that in the event that the date of the annual meeting isadvanced by more than 30 days or delayed by more than 60 days from suchanniversary date, notice by the stockholder to be timely must be so deliverednot earlier than the 90th day prior to such annual meeting and not later thanthe close of business on the later of the 60th day prior to such annual meetingor the tenth day following the day on which public announcement of the date ofsuch meeting is first made.  Suchstockholder’s notice shall set forth (a) as to each person whom the stockholderproposes to nominate for election or reelection as a director all informationrelating to such person that is required to be disclosed in solicitations ofproxies for election of directors pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”) (includingsuch person’s written consent to being named in the proxy statement as anominee and to serving as a director if elected); (b) as to any other businessthat the stockholder proposes to bring before the meeting, a brief descriptionof the business desired to be brought before the meeting, the reasons forconducting such business at the meeting and any material interest in suchbusiness of such stockholder and of the beneficial owner, if any, on whose behalfthe proposal is made; and (c) as to the stockholder giving the notice and thebeneficial owner, if any, on whose behalf the nomination or proposal is made,(i) the name and address of such stockholder, as they appear on theCorporation’s books, and of such beneficial owner and (ii) the class and numberof shares of stock of the Corporation which are owned beneficially and ofrecord by such stockholder and such beneficial owner.

 

3

----

 

ARTICLE II

 

DIRECTORS

 

SECTION 1. Number, Classification, Election and Term.  The affairs of the Corporation shall beunder the direction and control of a Board of Directors which shall beinitially composed of four (4) members who shall hold office until itssuccessors are duly chosen and qualified. Effective upon the closing of the initial public offering of the CapitalStock of the Corporation under the Securities Act of 1933, as amended, andapplicable state securities laws and thereafter, the directors shall be dividedinto three Classes, designated Class I, Class II and Class III.  Each class shall consist, as nearly as maybe possible, of one-third of the total number of directors constituting theentire Board of Directors.  The term ofthe initial Class I directors shall terminate on the date of the annual meetingof stockholders held in 1998; the term of the initial Class II directors shallterminate on the date of the annual meeting of stockholders held in 1999; andthe term of the initial Class III directors shall terminate on the date of theannual meeting of stockholders held in 2000. At each annual meeting of stockholders beginning in 1998, successors tothe class of directors whose term expires at that annual meeting shall beelected for a three-year term.  The numberof directors may be increased or decreased from time to time by vote of amajority of the entire Board of Directors; provided, however, that the numberof directors may not exceed the amount allowed by the MGCL nor be less than theamount required by the MGCL except as permitted by law.  If the number of directors is changed, anyincrease or decrease shall be apportioned among the classes so as to maintainthe number of directors in each class as nearly equal as possible.  A director elected by stockholders shallhold office until the annual meeting for the year in which his or her termexpires and until his or her successor shall be elected and shall qualify,subject, however, to prior death, resignation, retirement, disqualification orremoval from office.

 

At all times subsequent to the first closing inthe Corporation’s initial public offering of its Capital Stock (the “PublicOffering”), except in the case of a vacancy, a majority of the Board ofDirectors shall be Independent Directors (as hereinafter defined).  For the purposes of these Bylaws,“Independent Director” shall mean a director of the Corporation who is not anofficer or employee of the Corporation or any subsidiary or affiliate of theCorporation.  Directors need not bestockholders in the Corporation.

 

Whenever the holders of any one or more series ofpreferred stock of the Corporation shall have the right, voting separately as aclass, to elect one or more directors of the Corporation, the Board ofDirectors shall consist of said directors so elected in addition to the numberof directors fixed as provided above in the first paragraph of this Section1.  Notwithstanding the foregoing, andexcept as otherwise may be required by law, whenever the holders of any one ormore series of preferred stock of the Corporation shall have the right, votingseparately as a class, to elect one or more directors of the Corporation, theterms of the director or directors elected by such holders shall expire at thenext succeeding annual meeting of stockholders.

 

SECTION 2. Function of Directors. The business and affairs of the Corporation shall be managed under thedirection of the Board of Directors. All the powers of the Corporation are

 

4

----

 

vestedin and shall be exercised by or under the authority of the Board of Directorsexcept as otherwise prescribed by statute, by the Charter or by these Bylaws.

 

SECTION 3. Vacancies.  Subject to therights of the holders of any class of stock separately entitled to elect one ormore directors, any vacancy occurring on the Board of Directors for any causeincluding by reason of an increase in the number of directors may, subject tothe provisions of Section 5, be filled by a majority of the remaining membersof the Board of Directors, regardless of whether such majority of the remainingmembers of the Board of Directors is less than a quorum; provided, however,that if the Corporation has completed its Public Offering and, in accordancewith Section 1, a majority of the Board of Directors are required to beIndependent Directors, then the Independent Directors shall nominatereplacements for vacancies among the Independent Directors, which replacementsmust be elected by a majority of the directors, including a majority of theIndependent Directors.  The stockholdersmay fill any vacancy occurring on the Board of Directors for any reason,subject to the requirement for Independent Directors, if applicable.  If the stockholders of any class or seriesare entitled separately to elect one or more directors, a majority of theremaining directors elected by that class or series or the sole remainingdirector elected by that class or series may fill any vacancy among the numberof directors elected by that class or series. A director elected by the Board of Directors to fill a vacancy shall beelected to hold office for the balance of the term remaining or until hissuccessor is elected and qualified.

 

SECTION 4. Resignations.  Anydirector or member of a committee may resign at any time.  Such resignation shall be made in writingand shall take effect at the time specified therein, or if no time bespecified, at the time of the receipt by the Chairman of the Board, thePresident or the Secretary.

 

SECTION 5. Removal.  Any director orthe entire Board of Directors may be removed only in accordance with theCharter.

 

SECTION 6. Committees of the Board of Directors.  The Board of Directors may appoint from among its members anExecutive Committee, an Audit Committee, a Compensation Committee and othercommittees composed of one or more directors and delegate to these committeesany of the powers of the Board of Directors, except the power to authorizedividends of stock, elect directors, issue stock other than as provided in thenext sentence, recommend to the stockholders any action which requiresstockholder approval, amend these Bylaws, or approve any merger or shareexchange which does not require stockholder approval.  At least a majority of all committees of the Board shall becomprised of Independent Directors.  Ifthe Board of Directors has given general authorization for the issuance ofstock providing for or establishing a method or procedure for determining themaximum number of shares to be issued, a committee of the Board, in accordancewith that general authorization or any stock option or other plan or programadopted by the Board of Directors, may authorize or fix the terms of stocksubject to classification or reclassification and the terms on which any stockmay be issued, including all terms and conditions required or permitted to beestablished or authorized by the Board of Directors.

 

Each committee may fix rules of procedure for itsbusiness.  One-third of the members of acommittee shall constitute a quorum for the transaction of business and the actof a majority of those present at a meeting at which a quorum is present shallbe the act of the committee.  The

 

5

----

 

membersof a committee present at any meeting, whether or not they constitute a quorum,may appoint a director to act in the place of an absent member; provided,however, that in the event of the absence or disqualification of anyIndependent Director, such appointee shall be an Independent Director.  Any action required or permitted to be takenat a meeting of a committee may be taken without a meeting, if an unanimouswritten consent which sets forth the action is signed by each member of thecommittee and filed with the minutes of the committee.  The members of a committee may conduct anymeeting thereof by conference telephone in accordance with the provisions ofSection 8 of this Article.

 

Subject to the provisions hereof, the Board ofDirectors shall have the power at any time to change the membership of anycommittee, to fill all vacancies, to designate alternative members to replaceany absent or disqualified member, or to dissolve any such committee.

 

SECTION 7. Meetings of the Board of Directors.  Meetings of the Board of Directors, regular or special, may beheld at any place in or out of the State of Maryland as the Board of Directorsmay from time to time determine or as shall be specified in the notice of suchmeeting.

 

Members of the Board of Directors may participatein a meeting by means of a conference telephone or similar communicationsequipment if all persons participating in the meeting can hear each other atthe same time.  Participation in ameeting by such means constitutes presence in person at a meeting.

 

The first meeting of each newly elected Board ofDirectors shall be held as soon as practicable after the annual meeting of thestockholders at which directors were elected. The meeting may be held at such time and place as shall be specified ina notice given as hereinafter provided for special meetings of the Board ofDirectors, or as shall be specified in a written waiver signed by all of thedirectors as provided in this Section 7, except that no notice shall benecessary if such meeting is held immediately after the adjournment, and at thesite, of the annual meeting of stockholders.

 

Regular meetings of the Board of Directors may beheld without notice at such time and place as shall from time to time bedetermined by the Board of Directors. Special meetings of the Board of Directors may be called at any time bytwo (2) or more directors or by a majority of the members of the executivecommittee, if one be constituted, in writing with or without a meeting of suchcommittee, or by the Chairman of the Board of Directors or the President.

 

Special meetings may be held at such place orplaces in or out of the State of Maryland as may be designated from time totime by the Board of Directors; in the absence of such designation, suchmeetings shall be held at such places as may be designated in the notice ofmeeting.

 

Notice of the place and time of every specialmeeting of the Board of Directors shall be delivered by the Secretary to eachdirector either personally or by telephone, overnight courier or facsimile, orby leaving the same at his residence or usual place of business at leasttwenty-four (24) hours before the time at which such meeting is to be held or,if by first-class mail, at least 72 hours before the time of such meeting.  If mailed, such notice shall be deemed to begiven when deposited in the United States Mail addressed to the director at hispost office address as it appears on the

 

6

----

 

records of the Corporation, withpostage thereon paid.  Unless the Bylawsor a resolution of the Board of Directors provides otherwise, the notice neednot state the business to be transacted at, or the purposes of, any specialmeeting of the Board of Directors.  Nonotice of any special meeting of the Board of Directors need be given to anydirector who attends except where a director attends a meeting for the expresspurpose of objecting to the transaction of any business because the specialmeeting is not lawfully called or convened, or to any director who, in writingexecuted and filed with the records of the meeting either before or after theholding thereof, waives such notice.

 

Any meeting of the Board of Directors, regular orspecial, may adjourn from time to time to reconvene at the same or some otherplace, and no notice need be given of any such adjourned meeting other than byannouncement.

 

SECTION 8. Informal Action by Directors. Unless otherwise provided by law, any action required to be taken at ameeting of the directors or any other action which may be taken at a meeting ofthe directors may be taken without a meeting if a consent in writing, settingforth the action so taken, shall be signed by all of the directors.

 

SECTION 9. Quorum and Voting.  At allmeetings of the Board of Directors, a majority of the entire Board of Directorsshall constitute a quorum for the transaction of business, and the action of amajority of the directors present at any meeting at which a quorum is presentshall be the action of the Board of Directors unless the concurrence of agreater proportion is required for such action by law, the Charter or theseBylaws.  If a quorum shall not bepresent at any meeting of directors, the directors present thereat may, by amajority vote, adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present.

 

SECTION 10. Organization.  TheChairman of the Board shall preside at each meeting of the Board ofDirectors.  In the absence or inabilityof the Chairman of the Board to preside at a meeting, the President or, in hisabsence or inability to act, another director chosen by a majority of thedirectors present, shall act as chairman of the meeting and presidethereat.  The Secretary (or, in hisabsence or inability to act, any person appointed by the chairman of themeeting) shall act as Secretary of the meeting and keep the minutes thereof.

 

SECTION 11. Compensation of Directors. Independent Directors shall receive compensation for their services, andexpenses of attendance for attendance at each regular or special meeting of theBoard of Directors, or of any committee thereof or both, as may be determinedfrom time to time by the Board of Directors. Nothing herein contained shall be construed to preclude any directorfrom serving the Corporation in any other capacity and receiving compensationtherefor.

 

SECTION 12. Presumption of Assent.  Adirector of the Corporation who is present at a meeting of the Board ofDirectors at which action on any corporate matter is taken shall be presumed tohave assented to the action taken unless his or her dissent or abstention shallbe entered in the minutes of the meeting or unless he or she shall file his orher written dissent to such action with the person acting as the secretary ofthe meeting before the adjournment thereof or shall forward such dissent byregistered mail to the Secretary of the Corporation within 24 hours after theadjournment of the meeting.  Such rightto dissent shall not apply to any director who votes in favor of such action orwho failed to make his dissent known at the meeting.

 

7

----

 

SECTION 13. Advisory Directors.  TheBoard of Directors may by resolution appoint advisory directors to the Board,who may also serve as directors emeriti, and shall have such authority andreceive such compensation and reimbursement as the Board of Directors shallprovide.  Advisory directors ordirectors emeriti shall not have the authority to participate by vote in thetransaction of business.

 

ARTICLE III

 

OFFICERS

 

SECTION 1.  Officers.  The officers of the Corporation shall be aChairman of the Board, a President, a Treasurer and a Secretary, who shall beelected by the Board of Directors to serveduring the pleasure of the Board and until their respective successors areelected and qualified, except as otherwise provided in any employment agreementbetween the Corporation and any officer. The Board of Directors may also appoint one or more Vice Presidents.  The same person may hold any two or moreoffices except those of President and Vice President.

 

SECTION 2.  SubordinateOfficers, Committees and Agents. The Board of Directors may from time to time elect such other officersand appoint such committees, employees or other agents as the business of theCorporation may require, including one or more assistant secretaries, and oneor more assistant treasurers, each of whom shall hold office for such period,have such authority, and perform such duties as are provided in these Bylaws,or as the Board of Directors may from time to time determine.  The Board of Directors may delegate to anyofficer or committee the power to elect subordinate officers and to retain orappoint employees or other agents.

 

SECTION 3.  Chairman of theBoard.  The Chairman of the Boardshall preside at all meetings of the stockholders and the Board of Directors atwhich he or she is present.  Unlessotherwise specified by the Board of Directors, the Chairman of the Board shallalso be the Chief Executive Officer of the Corporation and perform the dutiescustomarily performed by chief executive officers, and shall perform such otherduties as may from time to time be requested of him or her by the Board ofDirectors.

 

SECTION 4.  President.  Unless otherwise provided by resolution ofthe Board of Directors, the President, in the absence of the Chairman of theBoard, shall preside at all meetings of the Board of Directors and of thestockholders at which he shall be present. The President shall, subject to the control of the Board of Directors,in general supervise and control all of the business and affairs of theCorporation.  The President may sign,with the Secretary or any other proper officer of the Corporation thereuntoauthorized by the Board of Directors, certificates for shares of theCorporation, any deeds, mortgages, bonds, contracts, or other instruments whichthe Board of Directors have authorized to be executed, except in cases wherethe signing and execution thereof shall be expressly delegated by the Board ofDirectors or by these Bylaws to some other officer or agent of the Corporation,or shall be required by law to be otherwise signed or executed; and in generalshall perform all duties incident to the office of president and such otherduties as may be prescribed by the Board of Directors from time to time.

 

8

----

 

SECTION 5.  Vice Presidents.  In the absence of the President or in eventof his or her death, inability or refusal to act, or at the request of theChief Executive Officer or President, the Vice President or Vice Presidentsshall perform the duties and exercise all the powers of the President and besubject to all the restrictions upon the President.  The Vice President or Vice Presidents shall perform such otherduties as from time to time may be assigned to him or her or them by thePresident or by the Board of Directors.

 

SECTION 6.  Secretary.  The Secretary shall keep the minutes of thestockholders’ and of the Board of Directors’ meetings in one or more booksprovided for that purpose, see that all notices are duly given in accordancewith the provisions of these Bylaws or as requiredby law, be custodian of the corporate records and of the seal of theCorporation and keep a register of the post office address of each stockholderwhich shall be furnished to the Secretary by such stockholder, have generalcharge of the stock transfer books of the Corporation and, in general, performall duties incident to the office of Secretary and such other duties as fromtime to time may be assigned to him or her by the President, the ChiefExecutive Officer or the Board of Directors.

 

SECTION 7.  Treasurer.  The Treasurer shall have charge and custodyof and be responsible for all funds and securities of the Corporation, receiveand give receipts for moneys due and payable to the Corporation from any sourcewhatsoever, and deposit all such moneys in the name of the Corporation in suchbanks, trust companies or other depositories as shall be selected in accordancewith these Bylaws and in general perform all of the duties incident to theoffice of Treasurer and such other duties as from time to time may be assignedto him or her by the President, the Chief Executive Officer or by the Board ofDirectors.

 

SECTION 8.  Other Officers.  The other officers of the Corporation shallperform such duties as the President may from time to time assign to them.

 

SECTION 9.  Removal.  Any officer elected by the Board ofDirectors may be removed, either for or without cause, at any time upon thevote of a majority of the Board of Directors. Any other employee of the Corporation may be removed or dismissed at anytime by the President.  The removal ofan officer does not prejudice any of his or her contract rights.

 

SECTION 10.  Resignation.  Any officer or agent may resign at any timeby giving written notice to the Board of Directors, or to the President or tothe Secretary of the Corporation.  Anysuch resignation shall take effect at the date of the receipt of such notice orat any later time specified therein and, unless otherwise specified therein,the acceptance of such resignation shall not be necessary to make it effective.

 

SECTION 11.  Vacancies.  A vacancy in any office because of death,resignation, removal, disqualification, or any other cause, shall be filled bythe Board of Directors or by the officer or remaining members of the committeeto which the power to fill such office has been delegated pursuant to Section 2of this Article, as the case may be, and if the office is one for which theseBylaws prescribe a term, shall be filled for the unexpired portion of the term.

 

9

----

 

SECTION 12.  Salaries.  The salaries, if any, of the officerselected by the Board of Directors shall be fixed from time to time by the Boardof Directors or by such officer as may be designated by resolution of the Boardof Directors.  The salaries or othercompensation of any other officers, employees and other agents shall be fixedfrom time to time by the officer or committee to which the power to elect suchofficers or to retain or appoint such employees or other agents has beendelegated pursuant to Section 2 of this Article.  No officer shall be prevented from receiving such salary or othercompensation by reason of the fact that he is also a director of theCorporation.

 

ARTICLE IV

 

STOCK

 

SECTION 1. Certificates.  Eachstockholder shall be entitled to a certificate or certificates which shallrepresent and certify the number and kind and class of shares owned by it inthe Corporation.  Each certificate shall be signed by theChairman of the Board or the President or a Vice President and countersigned bythe Secretary or an Assistant Secretary or the Treasurer or an AssistantTreasurer.

 

The signatures may be either manual or facsimilesignatures.  In case any officer who hassigned any certificate ceases to be an officer of the Corporation before the certificate is issued, the certificatemay nevertheless be issued by the Corporation with the same effect as if theofficer had not ceased to be such officer as of the date of its issue.  Each stock certificate shall include on itsface the name of the Corporation, the name of the stockholder and the class ofstock and number of shares represented by the certificate.  If the Corporation has authority to issuestock of more than one class, the stock certificate shall contain on its faceor back a full statement or summary of the designations and any preferences,conversion and other rights, voting powers, restrictions, limitations as todividends, qualifications and terms and conditions of redemption of the stockof each class which the Corporation is authorized to issue and if theCorporation is authorized to issue any preferred or special class in series, thedifferences in the relative rights and preferences between the shares of eachseries to the extent they have been set, and the authority of the Board ofDirectors to set the relative rights and preferences of subsequent series.  In lieu of such full statement or summary,there may be set forth upon the face or back of the certificate a statementthat the Corporation will furnish to any stockholder upon request and withoutcharge, a full statement of such information. Such request may be made to the Secretary or to the Corporation’stransfer agent.  Every stock certificaterepresenting shares of stock which are restricted as to transferability by theCorporation shall contain a full statement of the restriction or state that theCorporation will furnish information about the restriction to the stockholderon request and without charge.  A stockcertificate may not be issued until the stock represented by it is fully paid,except in the case of stock purchased under an option plan as permitted by law.

 

SECTION 2. Lost Certificates.  TheBoard of Directors may order a new certificate or certificates of stock to beissued in place of any certificates shown to have been lost or destroyed undersuch terms and conditions as to it may seem reasonable.  When authorizing such issue of a newcertificate or certificates, the Board of Directors may, in its discretion andas a condition

 

10

----

 

precedent to the issuancethereof, require the owner of such stolen, lost or destroyed certificate orcertificates, or his legal representative, to advertise the same in such manneras it shall require and/or to give the Corporation a bond, with sufficientsurety to the Corporation to indemnify it against any loss or claim which may ariseby reason of the issuance of a new certificate.

 

SECTION 3. Transfer Agents and Registrars. At such time as the Corporation lists its securities on a nationalsecurities exchange or the Nasdaq National Market, or such earlier time as theBoard of Directors may elect, the Board of Directors shall appoint one or morebanks or trust companies in such city or cities as the Board of Directors maydeem advisable, from time to time, to act as transfer agents and/or registrarsof the shares of stock of the Corporation; and, upon such appointments beingmade, no certificate representing shares shall be valid until countersigned byone of such transfer agents and registered by one of such registrars.

 

SECTION 4. Transfer of Stock.  Notransfers of shares of stock of the Corporation shall be made if (i) void abinitio pursuant to the Charter, or (ii) the Board of Directors, pursuantto the Charter, shall have refused to transfer such shares; provided, however,that nothing contained in these Bylaws shall impair the settlement oftransactions entered into on the facilities of the New York Stock Exchange orany other national securities exchange or automated inter-dealer quotationsystem.  Permitted transfers of sharesof stock of the Corporation shall be made on the stock records of theCorporation only upon the instruction of the registered holder thereof, or byhis attorney thereunto authorized by power of attorney duly executed and filedwith the Secretary or with a transfer agent or transfer clerk, and upon surrenderof the certificate or certificates, if issued, for such shares properlyendorsed or accompanied by a duly executed stock transfer power and the paymentof all taxes thereon.  Upon surrender tothe Corporation or the transfer agent of the Corporation of a certificate forshares duly endorsed or accompanied by proper evidence of succession,assignment or authority to transfer, as to any transfers not prohibited by theCharter or by action of the Board of Directors thereunder, it shall be the dutyof the Corporation to issue a new certificate to the person entitled thereto,cancel the old certificate and record the transaction upon its books.

 

SECTION 5. Fixing of Record Dates. The Board of Directors may fix, in advance, a date as the record datefor the purpose of determining stockholders entitled to notice of, or to voteat, any meeting of stockholders, or stockholders entitled to receive payment ofany dividend or the allotment of any rights, or in order to make adetermination of stockholders for any other proper purpose.  Such date, in any case, may not be prior tothe close of business on the day the record date is fixed nor, subject toSection 4 of Article I, more than ninety (90) days, or in case of a meeting ofstockholders, less than ten (10) days, prior to the date on which theparticular action requiring such determination of stockholders is to be taken.

 

SECTION 6. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of aperson registered on its books as the owner of shares to receive dividends, andto vote as such owner, and to hold liable for calls and assessments, if any, aperson registered on its books as the owner of shares, and shall not be boundto recognize any equitable or other claim to or interest in such share orshares on the part of any other person, whether or not it shall have express orother notice thereof, except as otherwise provided by law or the Charter.

 

11

----

 

SECTION 7. Regulations.  The Board ofDirectors may make such additional rules and regulations, not inconsistent withthe Bylaws or the Charter, as it may deem expedient concerning the issue,transfer and registration of certificates for shares of stock of theCorporation.

 

ARTICLE V

 

SEAL

 

The Board of Directors may provide a suitable sealfor the Corporation, which may be either facsimile or any other form of sealand shall remain in the custody of the Secretary.  If the Board of Directors so provides, it shall be affixed to allcertificates of the Corporation’s stock and to other instruments requiring aseal.  If the Corporation is required toplace its corporate seal to a document, it is sufficient to meet therequirement of any law, rule, or regulation relating to a corporate seal toplace the word “Seal” adjacent to the signature of the person authorized tosign the document on behalf of the Corporation.

 

ARTICLE VI

 

SIGNATURES

 

SECTION 1.  Checks, Drafts,Etc.  All checks, drafts and ordersfor the payment of money, notes and other evidences of indebtedness, issued inthe name of the Corporation, shall, unlessotherwise provided by resolution of the Board of Directors, be signed by thePresident, a Vice President or an Assistant Vice President and countersigned bythe Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary.

 

SECTION 2.  Stock Transfer.  All endorsements, assignments, stock powersor other instruments of transfer of securities standing in the name of theCorporation shall be executed for and in the name of the Corporation by thePresident or Vice President or by such officer as the Board of Directors maydesignate.

 

ARTICLE VII

 

FISCAL YEAR

 

The fiscal year of the Corporation shall be the twelve calendar monthsperiod ending December 31 in each year, unless otherwise provided by the Boardof Directors.

 

12

----

 

ARTICLE VIII

 

INDEMNIFICATION

 

SECTION 1.  Right toIndemnification.  To the maximumextent permitted by Maryland law in effect from time to time, the Corporation,without requiring a preliminary determination of the ultimate entitlement toindemnification, shall indemnify and shall pay or reimburse reasonable expensesin advance of final disposition of a proceeding to (a) any individual who is apresent or former director or officer of the Corporation and who is made aparty to the proceeding by reason of his service in that capacity or (b) anyindividual who, while a director of the Corporation and at the request of theCorporation, serves or has served another corporation, partnership, jointventure, trust, employee benefit plan or any other enterprise as a director,officer, partner or trustee of such corporation, partnership, joint venture,trust, employee benefit plan or other enterprise and who is made a party to theproceeding by reason of his service in that capacity.  The Corporation may, with the approval of its Board of Directors,provide such indemnification and advance for expenses to a person who served apredecessor of the Corporation in any of the capacities described in (a) or (b)above and to any employee or agent of the Corporation or a predecessor of theCorporation.

 

Neither the amendment nor repeal of this Article, nor the adoption oramendment of any other provision of the Bylaws or charter of the Corporationinconsistent with this Article, shall apply to or affect in any respect theapplicability of the preceding paragraph with respect to any act or failure toact which occurred prior to such amendment, repeal or adoption.

 

SECTION 2.  Procedure.  Any indemnification, or payment of expensesin advance of the final disposition of any proceeding, shall be made promptly,and in any event within 60 days, upon the written request of the director orofficer entitled to seek indemnification (the “Indemnified Party”).  The right to indemnification and advanceshereunder shall be enforceable by the Indemnified Party in any court ofcompetent jurisdiction, if (i) the Corporation denies such request, in whole orin part, or (ii) no disposition thereof is made within 60 days.  The Indemnified Party’s costs and expensesincurred in connection with successfully establishing his or her right toindemnification, in whole or in part, in any such action shall also bereimbursed by the Corporation.  It shallbe a defense to any action for advance for expenses that (a) a determinationhas been made that the facts then known to those making the determination wouldpreclude indemnification or (b) the Corporation has not received either (i) anundertaking as required by law to repay such advances in the event it shallultimately be determined that the standard of conduct has not been met or (ii)a written affirmation by the Indemnified Party of such Indemnified Party’s goodfaith belief that the standard of conduct necessary for indemnification by theCorporation has been met.

 

SECTION 3.  Exclusivity, Etc.  The indemnification and advance of expensesprovided by the Charter and these Bylaws shall not be deemed exclusive of anyother rights to which a person seeking indemnification or advance of expensesmay be entitled under any law (common or statutory), or any agreement, vote ofstockholders or disinterested directors or other provision that is consistentwith law, both as to action in his or her official capacity and as to action in

 

13

----

 

another capacity while holding office or whileemployed by or acting as agent for the Corporation, shall continue in respectof all events occurring while a person was a director or officer after suchperson has ceased to be a director or officer, and shall inure to the benefitof the estate, heirs, executors and administrators of such person.  All rights to indemnification and advance ofexpenses under the Charter of the Corporation and hereunder shall be deemed tobe a contract between the Corporation and each director or officer of theCorporation who serves or served in such capacity at any time while this Bylawis in effect.  Nothing herein shallprevent the amendment of this Bylaw, provided that no such amendment shalldiminish the rights of any person hereunder with respect to events occurring orclaims made before its adoption or as to claims made after its adoption inrespect of events occurring before its adoption.  Any repeal or modification of this Bylaw shall not in any waydiminish any rights to indemnification or advance of expenses of such directoror officer or the obligations of the Corporation arising hereunder with respectto events occurring, or claims made, while this Bylaw or any provision hereofis in force.

 

SECTION 4.  Severability;Definitions.  The invalidity orunenforceability of any provision of this Article VIII shall not affect thevalidity or enforceability of any other provision hereof.  The phrase “this Bylaw” in this Article VIIImeans this Article VIII in its entirety.

 

ARTICLE IX

 

SUNDRY PROVISIONS

 

SECTION 1.  Books and Records.  The Corporation shall keep correct andcomplete books and records of its accounts and transactions and minutes of theproceedings of its stockholders and Board of Directors and of any executive orother committee when exercising any of the powers of the Board ofDirectors.  The books and records of theCorporation may be in written form or in any other form which can be convertedwithin a reasonable time into written form for visual inspection.  Minutes shall be recorded in written formbut may be maintained in the form of a reproduction.  The original or a certified copy of the Bylaws shall be kept atthe principal office of the Corporation.

 

SECTION 2.  Voting UponShares in Other Corpora­tions. Stock of other corporations or associations, registered in the name ofthe Corporation, may be voted by the President, a Vice President, or a proxyappointed by either of them.  The Boardof Directors, however, may by resolution appoint some other person to vote suchshares, in which case such person shall be entitled to vote such shares uponthe production of a certified copy of such resolution.

 

SECTION 3.  Exemption fromControl Share Acquisition Statute. The provisions of Sections 3-701 to 3-709 of the Corporations andAssociations Article of the Annotated Code of Maryland shall not apply to anyshare of capital stock of the Corporation now or hereafter outstanding.  Such shares of capital stock are exemptedfrom such Sections to the fullest extent permitted by Maryland law.

 

14

----

 

SECTION 4.  Annual Statementof Affairs.  The President or chiefaccounting officer shall prepare annually a full and correct statement of theaffairs of the Corporation, to include a balance sheet and a financialstatement of operations for the preceding fiscal year.  The statement of affairs shall be submittedat the annual meeting of the stockholders and, within 20 days after themeeting, placed on file at the Corporation’s principal office.

 

SECTION 5.  Mail.  Except as herein expressly provided, anynotice or other document which is required by these Bylaws to be mailed shallbe deposited in the United States mails, postage prepaid.

 

SECTION 6  Reliance.  Each director, officer, employee and agentof the Corporation shall, in the performance of his or her duties with respectto the Corporation, be fully justified and protected with regard to any act orfailure to act in reliance in good faith upon the books of account or otherrecords of the Corporation, upon the opinion of counsel or upon reports made tothe Corporation by any of its officers or employees or by the adviser,accountants, appraisers or other experts or consultants selected by the Boardof Directors or officers of the Corporation, regardless of whether such counselor expert may also be a director.

 

SECTION 7.  Certain Rights ofDirectors, Officers, Employees and Agents. The directors shall have no responsibility to devote their full time tothe affairs of the Corporation.  Anydirector or officer, employee or agent of the Corporation, in his or herpersonal capacity or in a capacity as an affiliate, employee or agent of anyother person, or otherwise, may have business interests and engage in businessactivities similar to or in addition to those of or relating to theCorporation.

 

ARTICLE X

 

AMENDMENTS

 

These Bylaws may be amended or replaced, or new Bylaws may be adopted,either (1) by the vote of the stockholders entitled to cast at least a majorityof the votes which all stockholders are entitled to cast thereon at any dulyorganized annual or special meeting of stockholders, or (2), with respect tothose matters which are not by statute reserved exclusively to thestockholders, by vote of a majority of the Board of Directors, including amajority of the Independent Directors of the Corporation, in office at anyregular or special meeting of the Board of Directors; provided, however,that Section 2 of Article I and Sections 1 through 14 of Article II of theseBylaws may only be amended or modified by the vote of at least 66 2/3% of thevotes which all stockholders are entitled to cast thereon.  It shall not be necessary to set forth suchproposed amendment, repeal or new Bylaws, or a summary thereof, in any noticeof such meeting, whether annual, regular or special.

 

15

----