EXHIBIT 3.2**CODE OF BY-LAWS****IRWIN FINANCIAL CORPORATION**ARTICLE 1Definitions     1.01. Corporation. As used in this Code of By-Laws, the term “Corporation” meansIRWIN FINANCIAL CORPORATION.     1.02. Act. As used in this Code of By-Laws, the term “Act” means The IndianaBusiness Corporation Law, as amended from time to time.     1.03. Articles of Incorporation. As used in this Code of By-Laws, the term “Articlesof Incorporation” means the Articles of Incorporation of the Corporation, as amended from time totime.     1.04. By-Laws. As used in this Code of By-Laws, the term “By-Laws” means the Code ofBy-Laws of the Corporation, as amended from time to time.ARTICLE 2Identification     2.01. Name. The name of the Corporation is IRWIN FINANCIAL CORPORATION.     2.02. Principal Office and Resident Agent — Power to Change. The postoffice addressof the principal office of the Corporation is 500 Washington Street, Columbus, Indiana 47201, andthe postoffice address of its Resident Agent in charge of such office is John A. Nash, 500Washington Street, Columbus, Indiana 47201. The location of its principal office, or thedesignation of its Resident Agent, or both, may be changed at any time or from time to time, whenauthorized by the Board of Directors, by filing with the Secretary of State of the State ofIndiana, on or before the day any such change is to take effect, or within five (5) days after thedeath of the Resident Agent or other unforeseen termination of his agency, a certificate signed bythe President or a Vice President, and the Secretary or an Assistant Secretary, of the Corporation,and verified under oath by one of such officers signing the same, stating the change to be made andreciting that such change is made pursuant to authorization by the Board of Directors.
 

 
     2.03. Seal. The seal of the Corporation shall be circular in form and mounted upon ametal die, suitable for impressing the same upon paper. About the upper periphery of the sealshall appear the name of the Corporation, and about the lower periphery thereof the word “Indiana”.In the center of the seal shall appear the words “Seal” or “Corporate Seal”.     2.04. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.ARTICLE 3Shares     3.01. Consideration for Shares. The Board of Directors shall cause the Corporationto issue the Shares of the Corporation for such consideration as may be fixed by such Boardpursuant to the provisions of the Articles of Incorporation.     3.02. Subscription for Shares. Subscriptions for Shares of the Corporation shall bepaid to the Treasurer at such time or times, in such installments or calls, and upon such terms, asshall be determined, from time to time, by the Board of Directors. Any call made by the Board ofDirectors for payment on subscriptions shall be uniform as to all Shares of the same class or toall Shares of the same series, as the case may be.     3.03. Payment for Shares. Subject to the provisions of the Articles ofIncorporation, the consideration for the issuance of Shares of the Corporation may be paid, inwhole or in part, in money, in other property, tangible or intangible, or in labor actuallyperformed for, or services actually rendered to, the Corporation; provided, however, that the partof the surplus of the Corporation which is transferred to stated capital upon the issuance ofShares as a Share dividend shall be deemed to be the consideration for the issuance of such Shares.When payment of the consideration for which a Share was authorized to be issued shall have beenreceived by the Corporation, or when surplus shall have been transferred to stated capital upon theissuance of a Share dividend, such Share shall be declared and taken to be fully paid and notliable to any further call or assessment, and the holder thereof shall not be liable for anyfurther payments thereon. In the absence of actual fraud in the transaction, the judgment of theBoard of Directors as to the value of such property, labor, or services received as consideration,or the value placed by the Board of Directors upon the corporate assets in the event of a Sharedivided, shall be conclusive. Promissory notes, uncertified checks, or future services shall notbe accepted in payment or part payment of any of the capital stock of the Corporation.     3.04. Certificates for Shares. Each Shareholder of the Corporation shall be entitledto a certificate, signed by the President or a Vice-President, and the Secretary or an AssistantSecretary of the Corporation stating the name of the registered holder, the number of Sharesrepresented thereby and the kind and class thereof, the par value of each Share or a statement thatsuch Shares have no par value, and whether such Shares havebeen fully paid and are nonassessable. If such certificate is countersigned by the
 

 
writtensignature of a registrar other than the Corporation or its employee, the signatures of the transferagent and the officers of the Corporation may be facsimiles. In case any officer, transfer agent,or registrar who has signed or whose facsimile signature has been placed upon a certificate shallhave ceased to be such officer, transfer agent, or registrar before such certificate is issued, itmay be issued by the Corporation with the same effect as if he were such officer, transfer agent orregistrar at the date of its issue. Such certificates shall be in such form as the Board ofDirectors may, from time to time, by resolution approve.     Notwithstanding the foregoing, any shares of the Corporation of any class or series may beissued without a certificate, if so authorized or directed by the Board of Directors, or ifrequested by a shareholder and authorized by the Secretary. The Secretary shall ensure thatrecords of issuance of all uncertificated shares and the transfer, exchange, conversion, surrenderor redemption thereof, shall be maintained at all times by the duly appointed transfer agent oragents of the Corporation, through a direct registration system or other book-entry record keepingsystem as the Secretary may approve. Any direction of the Board of Directors that any shares ofany class or series shall be issued in uncertificated form shall not affect shares alreadyrepresented by certificates until they are surrendered to the Corporation.     3.05. Transfer of Shares. The Shares of the Corporation shall be transferable onlyon the books of the Corporation upon surrender of the certificate or certificates representing thesame, provided:     3.051. Endorsement. The certificate is properly endorsed by the registeredholder or his duly authorized attorney;     3.052. Witnessing. The endorsement or endorsements are witnessed by onewitness unless this requirement is waived in writing upon the form of endorsement by thePresident, a Vice President, or the Secretary of the Corporation;     3.053. Adverse Claims. The Corporation has no notice of any adverse claimsor has discharged any duty to inquire into any such claims; and     3.054. Collection of Taxes. Any applicable law relating to the collection oftaxes has been complied with.     3.06. Lost, Stolen or Destroyed Certificates. The Corporation may issue a newcertificate for Shares of the Corporation in the place of any certificate theretofore issued wherethe holder of record of the certificate:     3.061. Claim. Makes proof in affidavit form that it has been lost,destroyed, or wrongfully taken;
 

 
     3.062. Timely Request. Requests the issue of a new certificate before theCorporation has notice that the certificate has been acquired by a purchaser for value ingood faith and without notice of any adverse claim;     3.063. Bond. Gives a bond in such form, and with such surety or sureties,with fixed or open penalty, as the Corporation may direct, to indemnify the Corporationagainst any claim that may be made on account of the alleged loss, destruction, or theft ofthe certificates; and     3.064. Other Requirements. Satisfies any other reasonable requirementsimposed by the Corporation.When a certificate has been lost, apparently destroyed, or wrongfully taken and the holder ofrecord fails to notify the Corporation within a reasonable time after he has notice of it, and theCorporation registers a transfer of the Shares represented by the Certificate before receiving suchnotification, the holder of record is precluded from making any claim against the Corporation forthe transfer or for a new certificate.     3.07. Closing of Books or Fixing of Record Dates. For the purpose of determiningShareholders entitled to receive payment of any dividend or in order to make a determination ofShareholders for any other proper purpose, except as otherwise provided in section 4.069 of theseBy-Laws, the Board of Directors may provide that the share transfer books shall be closed for astated period, but not to exceed, in any case, fifty (50) days, or may fix in advance a record datefor such purpose, such date in any case not to be more than fifty (50) days prior to the date onwhich the action requiring such determination of Shareholders, is to be taken. If the sharetransfer books are not closed and no record date is fixed for the determination of Shareholdersentitled to receive payment of a dividend, the end of the day on which the resolution of the Boardof Directors declaring such dividend is adopted shall be the record date for such determination.ARTICLE 4Meetings of Shareholders     4.01. Place of Meetings. All meetings of Shareholders of the Corporation shall beheld at such place, within or without the State of Indiana, as may be specified in the respectivenotices or waivers of notice thereof, or proxies to represent Shareholders thereat.     4.02. Annual Meeting. The annual meeting of the Shareholders for the election ofDirectors and for the transaction of such other business as may properly come before the meeting,shall be on or before the last day of May of each year, the date to be set by the Board ofDirectors of the Corporation. Failure to hold the annual meeting at the designated time shall notwork any forfeiture or a dissolution of the Corporation.
 

 
     4.03. Special Meeting. Special meetings of the Shareholders may be called by thePresident, by the Board of Directors, or by Shareholders holding of record not less than one-fourth(1/4) of all of the Shares outstanding and entitled by the Articles of Incorporation to vote on thebusiness proposed to be transacted thereat.     4.04. Notice of Meetings. A written or printed notice, stating the place, day andhour of the meeting, and in case of a special meeting, or when required by any other provision ofthe Act, or the Articles of the Incorporation, or By-Laws, the purpose or purposes for which themeeting is called, shall be delivered or mailed by the Secretary, or by the officers or personscalling the meeting, to each Shareholder of record entitled by the Articles of Incorporation and bythe Act to vote at such meeting, at such address as appears upon the records of the Corporation, atlest ten (10) days before the date of the meeting. Notice of any such meeting may be waived inwriting by any Shareholder, if the waiver sets forth in reasonable detail the purpose or purposesfor which the meeting is called, and the time and place thereof. Attendance at any meeting inperson, or by proxy when the instrument of proxy sets forth in reasonable detail the purpose orpurposes for which the meeting is called, shall constitute a waiver of notice of such meeting.Each Shareholder, who has in the manner above provided waived notice of a Shareholders’ meeting, orwho personally attends a Shareholders’ meeting, or is represented thereat by a proxy authorized toappear by an instrument of proxy complying with the requirements above set forth, shall beconclusively presumed to have been given due notice of such meeting.     4.05. Addresses of Shareholders. The address of any Shareholder appearing upon therecords of the Corporation shall be deemed to be (i) the latest address of such Shareholderappearing on the records maintained by the transfer agent or registrar, as the case may be, for theclass of Shares held by such Shareholder, if the Corporation has a transfer agent or registrar forsuch class of Shares and the Board of Directors has provided in the resolutions appointing thetransfer agent or registrar that notices of change of address shall be given to one of such agentsby Shareholders of such class; or (ii) the latest address of such Shareholder appearing on therecords maintained by the Secretary for the class of Shares held by such Shareholder, if theCorporation has no transfer agent or registrar for such class of Shares or if it has a transferagent or registrar for such class of Shares but the resolutions appointing the transfer agent orregistrar do not provide that notice of change of address shall be given to one of such agents byShareholders of such class of Shares.     4.06. Voting at Meetings.     4.061. Common Shares. Except as otherwise provided by law or by theProvisions of the Articles of Incorporation, every holder of Common Shares of theCorporation shall have the right, at every Shareholders’ meeting, to one vote for eachCommon Share standing in his name on the books of the Corporation. Cumulative voting shallnot be permitted.
 

 
     4.062. Prohibition Against Voting Certain Shares. No share shall be voted atany meeting upon which any installment is due and unpaid or which belongs to theCorporation.     4.063. Voting of Shares Owned by Other Corporations. Shares of theCorporation standing in the name of another corporation may be voted by such officer, agentor proxy as the board of directors of such other corporation may appoint, or as the by-lawsof such other corporation may prescribe.     4.064. Voting of Shares Owned by Fiduciaries. Shares held by fiduciaries maybe voted by the fiduciaries in such manner as the instrument or order appointing suchfiduciaries may direct. In the absence of such direction or the inability of thefiduciaries to act in accordance therewith, the following provisions shall apply:     4.0641. Joint Fiduciaries. Where Shares are held jointly by three(3) or more fiduciaries, such Shares shall be voted in accordance with the will ofthe majority.     4.0642. Equally Divided Fiduciaries. Where the fiduciaries, or amajority of them, cannot agree, or where they are equally divided, upon thequestion of voting such Shares, any court of general equity jurisdiction may, uponpetition filed by any of such fiduciaries, or by any part in interest, direct thevoting of such Shares as it may deem for the best interests of the beneficiaries,and such Shares shall be voted in accordance with such direction.     4.0643. Proxy of Fiduciary. The general proxy of a fiduciary shallbe given the same weight and effect as the general proxy of an individual orcorporation.     4.065. Voting of Pledged Shares. Shares that are pledged may, unlessotherwise provided in the agreement of pledge, be voted by the Shareholder pledging thesame until the Shares shall have been transferred to the pledgee on the books of theCorporation, and thereafter they may be voted by the pledgee.     4.066. Proxies. A Shareholder may vote, either in person or by proxyexecuted in writing by the Shareholder, or a duly authorized attorney-in-fact. No proxyshall be valid after eleven (11) months from the date of its execution, unless a longertime is expressly provided therein.     4.067. Quorum. At any meeting of the Shareholders, a majority of the CommonShares outstanding and entitled to vote, represented in person or by proxy, shallconstitute a quorum.
 

 
     4.068. Voting Lists. The officer or agent having charge of the sharetransfer books shall make, at least five (5) days before each election of directors, acomplete list of the Shareholders entitled by the Articles of Incorporation to vote at suchelection, arranged in alphabetical order, with the address and number of Shares so entitledto vote held by each, which list shall be on file at the principal office of theCorporation and subject to inspection by any Shareholder. Such list shall be produced andkept open at the time and place of election and subject to the inspection of anyShareholder during the holding of such election. The original share register or transferbook or a duplicate thereof, kept in the State of Indiana, shall be the only evidence as towho are the Shareholders entitled to examine such list, or share register or transfer book,or to vote at any meeting of the Shareholders.     4.069. Fixing of Record Date to Determine Shareholders Entitled to Vote. Forthe purpose of determining Shareholders entitled to vote at any meeting of Shareholders orany adjournment thereof, the Board of Directors, may fix in advance a date as the recorddate for any such determination of Shareholders, such date in any case to be not more thanfifty (50) days prior to the date of such meeting. In the absence of such a determinationby the Board of Directors, such date shall be ten (10) days prior to the date of suchmeeting. Any person who acquires title to a Share after the record date shall upon writtenrequest to the Shareholder of record be entitled to receive from the Shareholder of recorda proxy, with power of substitution, to vote that Share.     4.07 Taking Action by Consent. Any action which may be taken at a meeting of theShareholders, may be taken without a meeting if, prior to such action, a consent in writing,setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote withrespect to the subject matter thereof, and such written consent is filed with the minutes of theproceedings of the Shareholders.     4.08 Order of Business. The order of business at annual meetings, and so far aspracticable, at all other meetings of Shareholders shall be:Proof of due notice of meeting;