Exhibit 4.3


 





BYLAWS


OF


SANDY SPRING BANCORP,
INC.


 


ARTICLE I


 


PRINCIPAL OFFICE


 


The principal
office of Sandy Spring Bancorp, Inc. (herein the “Corporation”) shall be at 17801 Georgia Avenue, Olney, Maryland,
20832.


 


ARTICLE II



 


MEETING OF SHAREHOLDERS


 


SECTION 1.
Place of Meetings. All annual and special meetings of shareholders shall be held at the principal office of the Corporation
or at such other place within or without the State of Maryland as the Board of Directors may determine and as designated in the
notice of such meeting.


 


SECTION
2. Annual Meeting. A meeting of the shareholders of the Corporation for the election of directors and for the transaction
of any other business of the Corporation shall be held annually at such date and time as the Board of Directors may determine.


 


SECTION
3. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the President,
the Chairman of the Board of Directors, or a majority of the Board of Directors in accordance with the provisions of the Corporation’s
Articles of Incorporation, or a special meeting may be called by the Secretary of the Corporation upon the written request of the
holders of not less than twenty-five percent (25 %) of all votes entitled to be cast at the meeting. Such written request shall
state the purpose or purposes of the meeting and the matters proposed to be acted on at the meeting and shall be delivered at the
principal office of the Corporation addressed to the Chairman of the Board of Directors, the President or the Secretary. The Secretary
shall inform the shareholders who make the request of the reasonably estimated costs of preparing and mailing a notice of the meeting
and, upon payment of these costs to the Corporation, the Secretary shall then notify each shareholder entitled to notice of the
meeting.


 


SECTION
4. Conduct of Meetings. Annual and special meetings shall be conducted in accordance with the rules and procedures established
by the Board of Directors. The Board of Directors shall designate, when present, either the Chairman of the Board of Directors
or the President to preside at such meetings.


 


SECTION
5. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called shall be given either personally or by mail by or at the direction
of the President, Chairman of the Board of Directors, Secretary, or Directors calling the meeting, not less than ten (10) days
nor more than sixty (60) days before the date of the meeting to each shareholder of record entitled to vote at such meeting and
to each other shareholder entitled to notice of the meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation
as of the record date prescribed in Section 6 of this Article II, with postage thereon prepaid. If a shareholder be present at
a meeting, or in writing waives notice thereof before or after the meeting and such waiver is filed with the records of the meeting
of shareholders, notice of the meeting to such shareholder shall be unnecessary. When any shareholders’ meeting, either
annual or special, is adjourned for more than thirty (30) days, notice of the adjourned meeting shall be given as in the case
of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for thirty
(30) or fewer days or of the business to be transacted at such adjourned meeting, other than an announcement at the meeting at
which such adjournment is taken.


 






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SECTION
6. Fixing of Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting
of shareholders, or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of Directors shall fix in advance a date as the record date
for any such determination of shareholders. Such date in any case shall be not more than sixty (60) days and, in case of a meeting
of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made
as provided in this section, such determination shall apply to any adjournment thereof.


 


SECTION
7. Quorum. Unless otherwise provided in the Corporation’s Articles of Incorporation, a majority of the outstanding
shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present
at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders
to leave less than a quorum.


 


SECTION
8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by
his duly authorized attorney in fact. All proxies shall be filed with the Secretary of the meeting before being voted. Proxies
solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined
by a majority of the Board of Directors. No proxy shall be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.


 


SECTION
9. Voting. At each election for directors, every shareholder entitled to vote at such election shall be entitled to one
vote for each share of stock held by him. Unless otherwise provided by the Corporation’s Articles of Incorporation, these
Bylaws, or the General Laws of the State of Maryland, a majority of those votes cast by shareholders at a lawful meeting shall
be sufficient to pass on any transaction or matter.


 


 




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SECTION
10. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of shareholders may be taken
without a meeting if a unanimous written consent to the action is signed by each shareholder entitled to vote on the matter and
a written waiver of any rights to dissent is signed by each shareholder entitled to notice but not entitled to vote at the meeting.
The unanimous written consent and the written waiver, if any, shall be filed with the records of the shareholders’ meetings.


 


SECTION
11. Voting of Shares in the Name of Two or More Persons. When ownership of stock stands in the name of two or more persons,
in the absence of written directions to the Corporation to the contrary, at any meeting of the shareholders of the Corporation
any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event
an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose name shares of stock stand,
the vote or votes to which these persons are entitled shall be cast as directed by a majority of those holding such stock and present
in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.


 


SECTION
12. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer,
agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the Board of Directors of
such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either
in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares
into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an
appropriate order of the court or other public authority by which such receiver was appointed.


 


A shareholder
whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee
and thereafter the pledgee shall be entitled to vote the shares so transferred.


 


Treasury
shares of its own stock held by the Corporation shall not be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.


 


SECTION
13. Inspectors of Election. In advance of any meeting of shareholders, the Board of Directors may appoint any persons, other
than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. The number of inspectors
shall be either one or three. If the Board of Directors so appoints either one or three inspectors, that appointment shall not
be altered at the meeting. If inspectors of election are not so appointed, the Chairman of the Board of Directors or the President
may make such appointment at the meeting. In case any person appointed as inspector fails to appear or fails or refuses to act,
the vacancy may be filled by appointment by the Board of Directors in advance of the meeting or at the meeting by the Chairman
of the Board of Directors or the President.


 


Unless
otherwise prescribed by applicable law, the duties of such inspectors shall include: determining the number of shares of stock
and the voting power of each share, the shares of stock represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in
any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the result; and
such acts as may be proper to conduct the election or vote with fairness to all shareholders.


 






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SECTION
14. Nomination Procedures. The Board of Directors shall act as a nominating committee for selecting the management nominees
for election as directors. Except in the case of a nominee substituted as a result of the death or other incapacity of a management
nominee, the nominating committee shall deliver written nominations to the Secretary at least twenty (20) days prior to the date
of the annual meeting.


 


Nominations
for the election of directors may also be made by any shareholder of the Corporation entitled to vote generally in the election
of directors. Such nominations by a shareholder must be made in writing and delivered to the Secretary not later than ninety (90)
days prior to the month and day one year subsequent to the date that the proxy materials regarding the last election of directors
to the Board of Directors were mailed to shareholders. Each such notice of nomination by a shareholder must set forth (a) the full
name, age and date of birth of each nominee proposed in the notice, (b) the business and residence addresses and telephone numbers
of each such nominee, (c) the educational background and business experience of each such nominee, including a list of positions
held for at least the preceding five years, and (d) a signed representation by each such nominee that the nominee will timely provide
any other information reasonably requested by the Corporation for the purpose of preparing its disclosures in regard to the solicitation
of proxies for the election of directors. The name of each such candidate for director must be placed in nomination at the annual
meeting by a shareholder present in person and the nominee must be present in person at the meeting for the election of directors.
Any vote cast for a person who has not been duly nominated pursuant to this Article II, Section 14, shall be void.


 


SECTION
15. New Business at Annual Meeting. At an annual meeting of the shareholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an annual meeting, proposals for new business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a shareholder.


 


For
business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than thirty (30) nor more than ninety (90) days before
the date of any such annual meeting of shareholders; provided, however, that if less than forty-five (45) days’ notice of
the date of the meeting is given to shareholders, such notice by a shareholder must be received by the Secretary not later than
the close of business on the fifteenth (15th) day following the day on which notice of the date of the meeting was mailed to shareholders
or two (2) days before the date of the meeting, whichever is earlier. Each such notice given by a shareholder to the Secretary
with respect to business proposals to be brought before a meeting shall set forth (a) a brief description of the business and
the reasons for conducting such business at the meeting, (b) the name and address, as they appear on the Corporation’s books,
of the shareholder proposing such business, (c) the class and number of shares of the Corporation that are beneficially owned
by the shareholder, and (d) any material interest of the shareholder in such business. Shareholder proposals that do not satisfy
the requirements of this Article II, Section 15, may be considered and discussed but not acted upon at an annual meeting.


 






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ARTICLE III


 


BOARD
OF DIRECTORS


 


SECTION 1.
General Powers. The business and affairs of the Corporation shall be under the direction of its Board of Directors. In
addition to other powers specifically set out in these Bylaws or that apply under the General Laws of the State of Maryland, the
Board of Directors and any committees thereof shall have the power to manage and administer the affairs of the Corporation and
to do and perform all lawful acts with respect to the affairs of the Corporation except those that may be specifically reserved
to the shareholders under the General Laws of the State of Maryland. The Board of Directors shall annually elect a Chairman of
the Board of Directors and a President from among its members and shall designate, when present, either the Chairman of the Board
of Directors or the President to preside at its meetings.


 


SECTION
2. Qualification of Directors. Each director must be the holder of unencumbered or unhypothecated shares of common stock
of the Corporation having an aggregate par value of $1,000 or a fair market value of $1,000. A director of the Corporation may
not serve as attorney for any other financial institution or bank or savings and loan holding company, and may not be a member
of the Board of Directors of any other financial institution or bank or savings and loan holding company. The requirements shall
not apply to a person serving as an advisory director or a director emeritus.


 


SECTION
3. Age Limitation. No person shall be eligible for election or appointment to the Board of Directors if such person is under
twenty-one (21) or over seventy (70) years of age at the time of his or her election or appointment. No director shall serve beyond
the annual meeting of shareholders immediately following his or her seventieth (70th) birthday. This limitation shall not apply
to a person serving as an advisory director or a director emeritus.


 


SECTION
4. Number, Term and Election. The maximum number of directors is fixed by the Corporation’s Articles of Incorporation
and may be altered only by amendment thereto. The minimum number of directors shall be the minimum required under the General Laws
of the State of Maryland now or hereafter in force. The Board of Directors may, by a vote of a majority of the directors then in
office, between annual meetings of shareholders, increase or decrease the membership of the Board of Directors within such limits,
provided that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The
Board of Directors shall be classified in accordance with the provisions of the Corporation’s Articles of Incorporation,


 




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SECTION
5. Regular Meetings. The annual meeting of the Board of Directors shall be held without other notice than this Bylaw within
two weeks after the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than such resolution.


 


SECTION
6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of any one director or
any two directors of the Corporation, or by a majority of the directors. The persons authorized to call special meetings of the
Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by such persons.


 


Members
of the Board of Directors may participate in special meetings by means of conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person.


 


SECTION 7. Notice
of Special Meetings. Notice of any special meeting shall be given to each director at least one hour previous thereto. Notice
of a special meeting need not be in writing. Any director may waive notice of any meeting by a writing filed with the Secretary.
The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends
a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.


 


SECTION
8. Quorum. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board
of Directors. If less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from
time to time. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed
at the meeting at which the adjournment is taken.


 


SECTION
9. Voting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the vote of a greater number is required by the Corporation’s Articles of Incorporation, these
Bylaws, or the General Laws of the State of Maryland.


 


SECTION
10. Action by Written Consent. Any action required or permitted to be taken by the Board of Directors, or any committee
thereof, at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed
by all of the directors and filed with the Secretary of the Corporation for inclusion hi the corporate minute book.


 


SECTION
11. Resignation. Any director may resign at any time by sending a written notice of such resignation to the principal office
of the Corporation addressed to the Chairman of the Board of Directors, the President, or the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon acceptance thereof by the Board of Directors.


 


SECTION
12. Vacancies. Any vacancy occurring in the Board of Directors shall be filled in accordance with the provisions of
the Corporation’s Articles of Incorporation. The term of such director shall be in accordance with the provisions of
the Corporation’s Articles of Incorporation.


 






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SECTION
13. Removal of Directors. Any director or the entire Board of Directors may be removed only in accordance with the provisions
of the Corporation’s Articles of Incorporation.


 


SECTION
14. Compensation. Directors, as such, may receive a stated salary for their services. By resolution of the Board of Directors,
a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for actual attendance at each regular or
special meeting of the Board of Directors. Members of either standing or special committees may be allowed such compensation for
actual attendance at committee meetings as the Board of Directors may determine. Nothing herein shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving remuneration therefor.


 


SECTION
15. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent or abstention
shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by 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 votes
in favor of such action.


 


SECTION
16. Advisory Directors and Directors Emeritus. The Board of Directors may by resolution appoint persons to serve as advisory
directors, who may also serve as directors emeritus, and shall have such authority and receive such compensation and reimbursement
as the Board of Directors shall provide. No advisory director or director emeritus shall have the authority to participate by vote
in the transaction of business.


 


SECTION
17. Contracts with Interested Directors. No contract or other transaction between this Corporation and any other corporation
shall be affected by the fact that any director of this Corporation is interested in, or is a director or officer of, such other
corporation, and any director, individually or jointly, may be a party to, or may be interested in, any contract or transaction
of this Corporation or in which this Corporation is interested; and no contract, or other transaction, of this Corporation with
any person, firm, or corporation, shall be affected by the fact that any director of this Corporation is a party to, or is interested
in, such contract, act or transaction, or is in any way connected with such person, firm, or corporation, and every person who
may become a director of this Corporation is hereby relieved from any liability that might otherwise exist from contracting with
the Corporation for the benefit of himself or any firm, association, or corporation in which he may be in any way interested.


 




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ARTICLE IV


 


COMMITTEES OF THE
BOARD OF DIRECTORS


 


The Board
of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, as they may determine
to be necessary or appropriate for the conduct of the business of the Corporation, and may prescribe the duties, constitution and
procedures thereof. The Board of Directors may delegate to an executive committee the power to exercise all the authority of the
Board of Directors in the management of the affairs and property of the Corporation, except such authority as may be specifically
reserved to the full Board of Directors by the General Laws of the State of Maryland. Each committee shall consist of one or more
directors of the Corporation. In the absence or disqualification of a member of a committee, the member or members thereof present
at any meeting and not disqualified from voting, whether or not a quorum exists, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of the disqualified or absent member.


 


The
Board of Directors shall have power, by the affirmative vote of a majority of the authorized number of directors, at any time to
change the members of, to fill vacancies in, and to discharge any committee of the Board. Any member of any committee of the Board
of Directors may be removed at any time, either with or without cause, by the affirmative vote of a majority of the authorized
number of directors at any meeting of the Board called for that purpose.


  


ARTICLE V


 


Officers


 


SECTION
1. Positions. The officers of the Corporation shall be a Chairman of the Board of Directors, a President, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors shall from time to time deem necessary
for the conduct of the business of the Corporation. Any two or more offices may be held by the same person. The Board of Directors
may designate one or more Vice Presidents as Executive Vice President or Senior Vice President. The officers shall have such authority
and perform such duties as the Board of Directors may from time to time authorize or determine by resolution. In the absence of
action by the Board of Directors, the officers shall have such powers and duties as are generally incident to their respective
offices.


 


SECTION
2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers is not
held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor
shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner
hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contract rights. The
Board of Directors may authorize the Corporation to enter into an employment contract with any officer in accordance with state
law; but no such contract shall impair the right of the Board of Directors to remove any officer at any time in accordance with
Section 4 of this Article V.


 




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SECTION
3. Resignation. Any officer may resign at any time by giving written notice to the Chairman of the Board of Directors, the
President, or the Secretary. Any such resignation shall take effect at the time specified therein or, if no time is specified,
upon its acceptance by the Board of Directors.


 


SECTION 4. Removal.
Any officer may be removed by vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the
Corporation will be served thereby, but such removal, other than for cause, shall be without prejudice to the contract rights,
if any, of the person so removed.


 


SECTION
5. Remuneration. The remuneration of the officers shall be fixed from time to time by the Board of Directors and no officer shall
be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.


 


ARTICLE VI


 


Certificates
for Shares


and
Their Transfer


 


SECTION
1. Certificates for Shares. The shares of the Corporation shall be represented by certificates signed by the Chairman of
the Board of Directors or by the President or a Vice President and by the Treasurer or an assistant treasurer or by the Secretary
or an assistant secretary of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof. Any or
all of the signatures upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered
by a registrar, other than the Corporation itself or an employee of the Corporation. If any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such officer before the certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the date of its issue.


 


SECTION
2. Form of Certificates. All certificates representing shares issued by the Corporation shall set forth upon the face or
back that the Corporation will furnish to any shareholder upon request and without charge a full statement of the designations,
preferences, limitations, and relative rights of the shares of each class authorized to be issued, the variations in the relative
rights and preferences between the shares of each such series so far as the same have been fixed and determined, and the authority
of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.


 


Each certificate
representing shares shall state upon the face thereof: that the Corporation is organized under the laws of the State of Maryland;
the name of the person to whom issued; the number and class of shares; the date of issue; the designation of the series, if any,
which such certificate represents; the par value of each share represented by such certificate, or a statement that the shares
are without par value. Other matters in regard to the form of the certificates shall be determined by the Board of Directors.


 




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SECTION
3. Payment for Shares. No certificate shall be issued for any shares until such share is fully paid. The consideration for
the issuance of shares shall be paid in accordance with the provisions of the Corporation’s Articles of Incorporation.


 


SECTION
4. Transfer of Shares. Transfer of shares of capital stock of the Corporation shall be made only on its stock transfer books.
Authority for such transfer shall be given only by the holder of record thereof or by his legal representative, who shall furnish
proper evidence of such authority, or by his attorney thereunto authorized by power of attorney duly executed and filed with the
Corporation. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose
name shares of capital stock stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for
all purposes.


 


SECTION
5. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the shareholders entitled
to examine the stock ledger or the books of the Corporation or to vote in person or by proxy at any meeting of shareholders.


 


SECTION
6. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost,
stolen, or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or
destroyed.


 


SECTION
7. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have express or other
notice thereof, except as otherwise provided by law.


 


ARTICLE VII


 


Fiscal
Year; Annual Audit


 


The fiscal
year of the Corporation shall end on the 31st day of December of each year. The Corporation
shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible
to the Board of Directors.


 


ARTICLE VIII


 


Dividends


 


Subject
to the provisions of the Corporation’s Articles of Incorporation and applicable law, the Board of Directors may, at any regular
or special meeting, declare dividends on the Corporation’s outstanding capital stock. Dividends may be paid in cash, in property
or in the Corporation’s own stock.


 




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ARTICLE IX


 


Corporate


Seal


 


The corporate seal of the Corporation
shall be in such form as the Board of Directors shall prescribe.


 


ARTICLE X


 


Amendments


 


In accordance
with the Corporation’s Articles of Incorporation, the Board of Directors of the Corporation may repeal, alter, amend or rescind
these Bylaws by a majority vote of the Board of Directors at a legal meeting held in accordance with the provisions of these Bylaws.
In addition, these Bylaws may be repealed, altered, amended or rescinded by the shareholders of the Corporation by vote of not
less than eighty percent (80%) of the outstanding shares of capital stock of the Corporation entitled to vote generally in the
election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose
(provided that notice of such proposed repeal, alteration, amendment or rescission is included in the notice of such meeting).


 


* * *


 




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SANDY
SPRING BANCORP, INC.


 


FIRST AMENDMENT TO BYLAWS


 


Article III, Section 5 of Bancorp’s
bylaws is hereby deleted in its entirety. The following is inserted in its place:


  


“Section
5. Regular Meetings. The annual meeting of the Board of Directors shall be held without other notice than this Bylaw within four
weeks after the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding
of additional regular meetings without other notice than such resolution.”


 


Approved by the Board of Directors:
May 29, 2013.


 


 


* *
* *


  


 


SECOND AMENDMENT
TO BYLAWS


 


Article III, Section 3 of Bancorp’s
bylaws is hereby amended by deleting the same and inserting the following:


 


“Section
3. Age Limitation. No person shall be eligible for election or appointment to the board of directors if such person is under
twenty-one (21) or over seventy-two (72) years of age at the time of his or her election or appointment. No director shall serve
beyond the annual meeting of shareholders immediately following his or her seventy-second (72nd)
birthday. This limitation shall not apply to a person serving as an advisory director or a director emeritus.”


 


Approved by the Board of Directors: January 27, 2016.


 


* *
* *


 




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SANDY
SPRING BANCORP, INC.


THIRD AMENDMENT TO BYLAWS


 


Article II, Section 5 of Bancorp’s
bylaws is hereby amended by deleting the same and inserting the following:


 


“SECTION
5. Notice of Meeting. Not less than ten (10) nor more than ninety (90) days before each shareholders meeting, the Secretary
of the Corporation shall give notice in writing or by electronic transmission of the meeting to each shareholder entitled to vote
at the meeting and each other shareholder entitled to notice of the meeting. The notice shall state (1) the time of the meeting,
the place of the meeting, if any, and the means of remote communication, if any, by which shareholders and proxy holders may be
deemed to be present in person and may vote at the meeting; and (2) the purpose of the meeting, if the meeting is a special meeting
or notice of the purpose is required by any other provision of the General Laws of the State of Maryland.


 


Any
notice given to a shareholder is effective if given by a single notice in writing or by electronic transmission to all shareholders
who share an address unless the Corporation has received a request from a shareholder in writing or by electronic transmission
that a single notice not be given. If a shareholder be present at a meeting, or in writing waives notice thereof before or after
the meeting and such waiver is filed with the records of the meeting of shareholders, notice of the meeting to such shareholder
shall be unnecessary.


 


When
any shareholders meeting, either annual or special, is adjourned for more than thirty (30) days, notice of the adjourned meeting
shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any
meeting adjourned for thirty (30) or fewer days or of the business to be transacted at such adjourned meeting, other than an announcement
at the meeting at which such adjournment is taken.”


 


Approved by the Board of Directors:
October 26, 2016.


 


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SANDY SPRING BANCORP,
INC.


FOURTH AMENDMENT TO BYLAWS


 


Article III, Section 3 of the Company’s
Bylaws is revised to read as follows:


 


Section
3. Age Limitation. No person shall be eligible for election or appointment to the Board of Directors if such person is under
twenty-one (21) or over seventy-two (72) years of age at the time of his or her election or appointment. No director shall serve
beyond the annual meeting of stockholders immediately following his or her seventy-second (72nd) birthday. This limitation shall
not apply to a person serving as an advisory director or a director emeritus. Notwithstanding the foregoing, a director may, at
the request of the Nominating Committee and if ratified by the Board, continue to serve as a director after the annual meeting
of stockholders immediately following his or her seventy-second (72nd) birthday if (i) he or she was appointed to the Board of
Directors in connection with a corporate acquisition, consolidation, or merger and (ii) the Nominating Committee and Board determine
that his or her continued service would be of substantial benefit to the Corporation in recognizing the benefit of such acquisition,
consolidation or merger. The continuation of such person’s service as a director shall be for such period as the Nominating
Committee, subject to the approval of the Board, shall determine.


  


The second sentence of Article
II, Section 6 of the Company’s bylaws is hereby revised to read as follows:


 


Such date
in any case shall be not more than ninety (90) days and, in case of a meeting of shareholders, not less than ten (10) days prior
to the date on which the particular action, requiring such determination of stockholders, is to be taken.


 


Approved by the Board of Directors
on December 13, 2017.


 


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