**EXHIBIT 3(b), 4(b) —AMENDED ANDRESTATED BYLAWS**

 

 

**BYLAWS**

 

**OF**

 

**FIRST FINANCIAL SERVICE CORPORATION**

 

 

**ARTICLE I**

 

**Shareholders**

 

                SECTION1.   Place of Meetings.   All annual and special meetings ofshareholders shall be held at the principal office of the Corporation or atsuch other place as the board of directors may determine.

 

                SECTION2.   Annual Meeting.   A meeting of the shareholders of theCorporation for the election of directors and for the transaction of any otherbusiness of the Corporation shall be held annually at a date, time, and placeas the board of directors may determine.

 

      SECTION 3.   Special Meetings.   Special meetings of the shareholders for anypurpose or purposes may be called at any time by the majority of the board ofdirectors or by a committee of the board of directors in accordance with theprovisions of the Corporation’s Articles of Incorporation.

 

                SECTION4.   Conduct of Meetings.   Annual and special meetings shall beconducted in accordance with the rules and procedures established by the boardof directors.  The board of directorsshall designate, when present, either the chairman of the board or president topreside at such meetings.

 

                SECTION5.   Notice of Meeting.   Written notice stating the place, day, andhour of the meeting and the purpose(s) for which the meeting is called shall bedelivered by the secretary or the officer performing his duties, not fewer than10 days nor more than 60 days before the date of the meeting, either personallyor by mail, to each shareholder of record entitled to vote at suchmeeting.  If mailed, such notice shall bedeemed to be delivered when deposited in the mail, addressed to the shareholderat the address as it appears on the stock transfer books or records of theCorporation as of the record date prescribed in Section 6 of this ArticleII.  If a shareholder is present at ameeting, or in writing waives notice thereof before or after the meeting,notice of the meeting to such shareholder shall be unnecessary.  When any shareholders’ meeting, either annualor special, is adjourned for 30 days, notice of the adjourned meeting shall begiven as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of anymeeting adjourned for less than 30 days or of the business to be transacted atsuch adjourned meeting, other than an announcement at the meeting at which suchadjournment is taken.

 

                SECTION6.   Fixing of Record Date.   For the purpose of determining shareholdersentitled to notice of or to vote at any meeting of shareholders, or anyadjournment thereof, or shareholders entitled to receive payment of anydividend, or in order to make a determination of shareholders for any otherproper purpose, the board of directors shall fix in advance a date as therecord date for any such determination of shareholders.  Such date in any case shall be not more thansixty days, and in case of a meeting of shareholders, not less than ten daysprior to the date on which the particular action, requiring such determinationof shareholders, is to be taken.  When adetermination of shareholders entitled to vote at any meeting of shareholdershas been made as provided in this section, such determination shall apply toany adjournment thereof which is to a date 120 or fewer days after the datefixed for the original meeting.  Theboard of directors shall fix a new record date for any adjournment, which is toa date more than 120 days after the date fixed for the original meeting.

 

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                SECTION7.           Voting Lists.   The Corporation shall prepare a list of thenames of all its shareholders who are entitled to notice of a shareholders’meeting.  The list shall be arranged byvoting group (and within each voting group by class or series of shares) andshall show the address of and number of shares held by each shareholder.  The shareholders’ list shall be available forinspection by any shareholder, beginning five business days before the meetingfor which the list was prepared and continuing through the meeting, at theCorporation’s principal office or at a place identified in the meeting noticein the city where the meeting will be held. A shareholder, his agent, or attorney shall be entitled on writtendemand toinspect and, provided (i) his demand is made in good faith and for aproper purpose, (ii) he describes with reasonable particularity his purpose andthe records he desires to inspect, and (iii) the records are directly connectedto his purpose, to copy the list, during regular business hours and at hisexpense, during the period it is available for inspection.

 

                The corporation shall make theshareholders’ list available at the meeting, and any shareholder, his agent, orattorney shall be entitled to inspect the list at any time during the meetingor any adjournment.  Refusal or failureto prepare or make available the shareholders’ list shall not affect thevalidity of action taken at the meeting.

 

                SECTION8.   Quorum.   A majority of the outstanding shares of theCorporation entitled to vote, represented in person or by proxy, shallconstitute a quorum at a meeting of shareholders.  A majority of the votes entitled to be caston a matter by any voting group entitled to vote separately on the matter shallconstitute a quorum of that voting group for action on that matter.  If less than a quorum is represented at ameeting, a majority of the shares so represented may adjourn the meeting fromtime to time without further notice.  Atsuch adjourned meeting at which a quorum shall be present or represented, anybusiness may be transacted which might have been transacted at the meeting asoriginally notified.  The shareholderspresent at a duly organized meeting may continue to transact business untiladjournment, notwithstanding the withdrawal of enough shareholders to leaveless than a quorum.

 

                SECTION9.   Proxies.   At all meetings of shareholders, ashareholder may vote by proxy executed in writing by the shareholder or by hisduly authorized attorney in fact. Proxies solicited on behalf of the management shall be voted as directedby the shareholder or, in the absence of such direction, as determined by amajority of the board of directors.  Noproxy shall be valid after eleven months from the date of its execution unlessotherwise provided in the proxy.

 

                SECTION10.   Voting.   Each shareholder shall be entitled to onevote for each share held in any matter submitted to a vote of shareholdersexcept for elections for directors.

 

                Ateach election for directors, every shareholder entitled to vote at suchelection shall have the right to cast, in person or by proxy, as many votes inthe aggregate as he shall be entitled to vote pursuant to the Articles ofIncorporation, multiplied by the number of directors to be elected at suchelection, and each shareholder may cast the whole number of votes for onecandidate, or distribute such votes among two or more candidates.

 

                Unlessotherwise provided in the Articles of Incorporation, by statute, or by theseBylaws, a majority of those votes cast by shareholders at a lawful meetingshall be sufficient to pass on a transaction or matter.

 

                SECTION11.              Voting of Shares in the Name of Two orMore Persons.     When ownership ofstock stands in the name of two or more persons, in the absence of writtendirections to the Corporation to the contrary, at any meeting of theshareholders 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 castconflicting votes, in person or by proxy, by the several persons in whose nameshare of stock stand, the vote or votes to which these persons are entitledshall be cast as directed by a majority of those holding such stock present inperson or by proxy at such meeting, but no votes shall be cast for such stockif a majority cannot agree.

 

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                SECTION12.     Voting of Shares by CertainHolders.     Shares standing in thename of another corporation may be voted by any officer, agent or proxy as thebylaws of such corporation may prescribe, 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 maybe voted by him, either in person or by proxy, but no trustee shall be entitledto vote shares held by him without transfer of such shares into his name.  Shares standing in the name of a receiver maybe voted by such receiver, and shares held by or under the control of areceiver may by voted by such receiver without the transfer thereof  into his name if authority to do so iscontained in an appropriate order of the court of other public authority bywhich such receiver was appointed.

 

                Ashareholder whose shares are pledged shall be entitled to vote such sharesuntil the shares have been transferred into the name of the pledgee andthereafter the pledgee shall be entitled to vote the shares so transferred.

 

                Neithertreasury shares of its own stock held by the Corporation, nor shares held byanother corporation, if a majority of the shares entitled to vote for theelection of directors of such other corporation are held by the Corporation, shallbe voted at any meeting or counted in determining the total number ofoutstanding shares at any given time for purposes of any meeting.

 

                SECTION13.     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 adjournmentthereof.  If the board of directors soappoints either one or three inspectors, that appointment shall not be alteredat the meeting.  If inspectors ofelection are not so appointed, the chairman of the board or the president maymake such appointment at the meeting.  Incase 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 advanceof the meeting or at the meeting by the chairman of the board or the president.

 

                Unlessotherwise prescribed by applicable law, the duties of such inspectors shallinclude:  determining the number ofshares of stock and the voting power of each share, the shares of stockrepresented at the meeting, the existence of a quorum, the authenticity,validity and effect of proxies; receiving votes, ballots or consents; hearingand determining all challenges and questions in any way arising in connectionwith the right to vote; counting and tabulating all votes or consents;determining the result; and such acts as may be proper to conduct the electionor vote with fairness to all shareholders.

 

                SECTION14.     Nominating Committee.     The board of directors shall act as anominating committee for selecting the nominees for election of directors.  The nominating committee shall consist of alldirectors, excluding any directors not deemed independent, under the rules ofThe Nasdaq Stock Market, Inc.  Except inthe case of a nominee substituted as a result of the death or other incapacityof a nominee, the nominating committee shall deliver written nominations to thesecretary at least 20 days prior to the date of the annual meeting.  Provided such committee makes suchnominations, no nominations for directors except those made by the nominatingcommittee shall be voted upon at the annual meeting unless other nominations byshareholders are made in writing and delivered to the secretary of theCorporation in accordance with the provisions of the Corporations Articles ofIncorporation.

 

                SECTION15.     New Business.     Any new business to be taken up at theannual meeting shall be stated in writing and filed with the secretary of theCorporation in accordance with the provisions of the Corporation’s Articles ofIncorporation.  This provision shall notprevent the consideration and approval or disapproval at the annual meeting ofreports of officers, directors and committees, but in connection with suchreports no new business shall be acted upon at such annual meeting unlessstated and filed as provided in the Corporation’s Articles of Incorporation.

 

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# **ARTICLEII**

 

# **Boardof Directors**

 

                SECTION1.     General Powers.     The business and affairs of theCorporation shall be under the direction of its board of directors.  The board of directors shall annually elect apresident from among its members and may also elect a chairman of the board fromamong its members.  The board of directorsshall designate, when present, either the chairman of the board or thepresident to preside at its meetings.

 

                SECTION2.     Number, Term, and Election.     The board of directors shall initiallyconsist of nine members and shall be divided into three classes.  The members of each class shall be electedfor a term of three years and until their successors are elected orqualified.  The board of directors shallbe classified in accordance with the provisions of the Corporation’s Articlesof Incorporation.  The board of directorsmay increase the number of members of the board of directors but in no eventshall the number of directors be increased in excess of 13.

 

                SECTION3.     Regular Meetings.     A regular meeting of the board ofdirectors shall be held without other notice than this Bylaw immediately after,and at the same place as, the annual meeting of shareholders.  The board of directors may provide, byresolution, the time and place for the holding of additional regular meetingswithout other notice than such resolution.

 

                SECTION4.     Special Meetings.     Special meetings of the board of directorsmay be called by or at the request of the chairman of the board or thepresident, or by one-third of the directors. The persons authorized to call special meetings of the board ofdirectors may fix any place in the Commonwealth of Kentucky as the place forholding any special meeting of the board of directors called by such persons.

 

                Membersof the board of directors may participate in special meetings by means ofconference telephone or similar communications equipment by which all personsparticipating in the meeting can hear each other.  Such participation shall constitute presencein person.

 

                SECTION5.     Notice.     Written notice of any special meetingshall be given to each director at least two days previous thereto deliveredpersonally or by telegram or at least five days previous thereto delivered bymail at the address at which the director is most likely to be reached.  Such notice shall be deemed to be deliveredwhen deposited in the mail so addressed, with postage thereon prepaid if mailedor when delivered to the telegraph company if sent by telegram.  Any director may waive notice of any meetingby a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver ofnotice of such meeting, except where a director attends a meeting for theexpress purpose of objecting to the transaction of any business because themeeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, anymeeting of the board of directors need be specified in the notice or waiver ofnotice of such meeting.

 

                SECTION6.     Quorum.     A majority of the number of directors fixedby Section 2 of this Article III shall constitute a quorum for the transactionof business at any meeting of the board of directors, but if less than suchmajority is present at a meeting, a majority of the directors present mayadjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner asprescribed by Section 5 of this Article II.

 

                SECTION7.     Manner of Acting.     The act of the majority of the directorspresent at a meeting, at which a quorum is present shall be the act of theboard of directors, unless a greater number is prescribed by these Bylaws, theArticles of Incorporation, or the laws of Kentucky.

 

                SECTION8.     Action Without a Meeting.     Any action required or permitted to betaken by the board of directors at a meeting may be taken without a meeting ifa consent in writing, describing the action so

 

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taken, shall be signed by all of thedirectors and filed with the corporate secretary.

 

                SECTION9.    Resignation.     Any director may resign at any time bysending a written notice of such resignation to the board of directors, itschairman, or to the Corporation.  Aresignation shall be effective when the notice is delivered unless the noticespecifies a later effective date.

 

                SECTION10.     Vacancies.     Any vacancy occurring in the board ofdirectors shall be filled in accordance with the provisions of the Corporation’sArticles of Incorporation.  Anydirectorship to be filled by reason of an increase in the number of directorsmay be filled by the affirmative vote of two-thirds of the directors then inoffice.  The term of such director shallbe in accordance with the provisions of the Corporation’s Articles ofIncorporation.

 

                SECTION11.     Removal of Directors.     Any director or the entire board ofdirectors may be removed only in accordance with the provisions of theCorporation’s Articles of Incorporation.

 

                SECTION12.     Compensation.     Directors, as such, may receive a statedfee for their services.  By resolution ofthe board of directors, a reasonable fixed sum, and reasonable expenses ofattendance, if any, may be allowed for each regular or special meeting of theboard of directors; a director need not attend a regular or special meeting ofthe board of directors in order to receive compensation therefore.  Members of either standing or specialcommittees may be allowed such compensation for actual attendance at committeemeetings as the board of directors may determine.  Nothing herein shall be construed to precludeany director from serving the Corporation in any other capacity and receivingremuneration therefore.

 

                SECTION13.     Presumption of Assent.     A director of the Corporation who ispresent at a meeting of the board of directors at which action on any corporatematter is taken shall be presumed to have assented to the action taken unlesshe objects at the beginning of the meeting (or promptly upon his arrival) toholding it or transacting business at the meeting, his dissent or abstentionfrom the action taken is entered in the minutes of the meeting, or he deliverswritten notice of his dissent or abstention to the presiding officer of themeeting before its adjournment or to the Corporation immediately afteradjournment of the meeting.  The right ofdissent of abstention shall not be available to a director who votes in favorof the action taken.

 

                SECTION14.     Advisory Directors.     The board of directors may by resolutionappoint advisory directors to the board, and shall have such authority and receivesuch compensation and reimbursement as the board of directors shallprovide.  Advisory directors or directorsemeriti shall not have the authority to participate by vote in the transactionof business.

 

                SECTION15.     Directors Emeritus.  The board of directors may by resolutionappoint any former director of the Corporation as a director emeritus.  A director emeritus shall not be a votingmember of the board of directors, and shall not have any fiduciary or otherduties to the Corporation by virtue of his or her designation as a directoremeritus.  A director emeritus shallnevertheless have all of the indemnification privileges provided to directorsunder the Corporation’s Articles of Incorporation.  Directors emeritus may attend meetings of theboard of directors and may receive such compensation as the board of directorsmay from time to time determine. Directors emeritus shall serve at the pleasure of the board ofdirectors.

 

                SECTION16.     Age Limitation.     No person shall be nominated for electionor appointed to the board of directors for a term of office beginning aftersuch person attains age 72.  Thislimitation, however, shall not apply to the members of the board of directorsin office on December 31, 2000, who were age 72 or older as of that date.

 

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# **ARTICLEIII**

 

# **Executiveand Other Committees of the Board of Directors**

 

                SECTION1.     Appointment.     The board of directors, by resolutionadopted by a majority of the full board, may designate the chief executiveofficer and two or more of the other directors to constitute an executivecommittee.

 

                SECTION2.     Authority.     The executive committee, when the board ofdirectors is not in session, shall have any may exercise all of the authorityof the board of directors except to the extent, if any, that such authorityshall be limited by the resolution appointing the executive committee andexcept also that the executive committee shall not have the authority to:authorize distributions; approve or propose to shareholders any action requiredby law or the Articles of Incorporation to be approved by the shareholders;fill vacancies on the board of directors or on any of its committees; amend theArticles of Incorporation; adopt, amend or repeal these Bylaws; approve a planof merger not requiring shareholder approval; authorize or approvereacquisition of shares, except according to a formula or method prescribed bythe board of directors; or authorize or approve the issuance or sale orcontract for sale of shares, or determine the designation and relative rights,preferences, and limitations of a class or series of shares, except that theboard of directors may authorize a committee to do so within limitsspecifically prescribed by the board of directors.

 

                SECTION3.     Tenure.     Subject to the provisions of Section 8 ofthis Article IV, each member of the executive committee shall hold office untilthe next regular annual meeting of the board of directors following his or herdesignation and until a successor is designated as a member of the executivecommittee.

 

                SECTION4.     Meetings.     Regular meetings of the executivecommittee may be held without notice at such times and places as the executivecommittee may fix from time to time by resolution.  Special meetings of the executive committeemay be called by any member thereof upon not less than one day’s notice statingthe place, date, and hour of the meeting, which notice may be written ororal.  Any member of the executivecommittee may waive notice of any meeting and no notice of any meeting need begiven to any member thereof who attends in person.  The notice of a meeting of the executivecommittee need not state the business proposed to be transacted at the meeting.

 

                SECTION5.     Quorum.     A majority of the members of the executivecommittee shall constitute a quorum for the transaction of business at anymeeting thereof, and action of the executive committee must be authorized bythe affirmative vote of a majority of the members present at a meeting at whicha quorum is present.

 

                SECTION6.     Action Without a Meeting.     Any action required or permitted to betaken by the executive committee at a meeting may be taken without a meeting ifa consent in writing, setting forth the action so taken, shall be signed by allof the members of the executive committee.

 

                SECTION7.     Vacancies.     Any vacancy in the executive committee maybe filled by a resolution adopted by a majority of the full board of directors.

 

                SECTION8.     Resignation and Removal.     Any member of the executive committee maybe removed at any time with or without cause by resolution adopted by amajority of the full board of directors. Any member of the executive committee may resign from the executive committeeat any time by giving written notice to the president or secretary of theCorporation.  Unless otherwise specified,such resignation shall take effect upon its receipt; the acceptance of suchresignation shall not be necessary to make it effective.

 

                SECTION9.     Procedure.     The executive committee shall elect apresiding officer from its members and may fix its own rules of procedure,which shall not be inconsistent with these bylaws.  It shall keep regular minutes of itsproceedings and report the same to the board of directors for its informationat the meeting held

 

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next after the proceedings shall haveoccurred.

 

                SECTION10.              Other Committees.     The board of directors may by resolutionestablish an audit, loan, or other committee composed of at least two directorsas they may determine to be necessary or appropriate for the conduct of thebusiness of the Corporation and may prescribe the duties, constitution, andprocedures thereof.

 

# **ARTICLEIV**

 

# **Officers**

 

                SECTION1.     Positions.     The officers of the Corporation shall be apresident, one or more vice presidents, a secretary and a treasurer, each ofwhom shall be elected by the board of directors.  The board of directors may also designate thechairman of the board as an officer.  Thepresident shall be a director of the Corporation.  The offices of the secretary and treasurermay be held by the same person and a vice president may also be either thesecretary or the treasurer.  The board ofdirectors may designate one or more vice presidents as executive vice presidentor senior vice president.  The board ofdirectors may also elect or authorize the appointment of such other officers asthe business of the Corporation may require. The officers shall have such authority and perform such duties as theboard of directors may from time to time authorize or determine.  In the absence of action by the board ofdirectors, the officers shall have such powers and duties as generally pertainto their respective offices.

 

                SECTION2.     Election and Term of Office.     The officers of the Corporation shall beelected annually by the board of directors at the first meeting of the board ofdirectors held after each annual meeting of the shareholders.  If the election of officers is not held atsuch meeting, such election shall be held as soon thereafter as possible.  Each officer shall hold office until hissuccessor shall have been duly elected and qualified or until his death oruntil he shall resign or shall have been removed in the manner hereinafter  provided. Election or appointment of an officer, employee, or agent shall not ofitself create contract rights.  The boardof directors may authorize the Corporation to enter into an employment contractwith any officer in accordance with state law; but no such contract shall impairthe right of the board of directors to remove any officer at any time inaccordance with Section 3 of the Article V.

 

                SECTION3.     Removal.     Any officer may be removed by vote oftwo-thirds of the board of directors whenever, in its judgment, the bestinterests of the Corporation will be served thereby, but such removal, otherthan for cause, shall be without prejudice to the contract rights, if any, ofthe person so removed.

 

                SECTION4.     Vacancies.     A vacancy in any office because of death, resignation,removal, disqualification or otherwise, may be filled by the board of directorsfor the unexpired portion of the term.

 

                SECTION5.     Remuneration.     The remuneration of the officers shall befixed from time to time by the board of directors and no officer shall beprevented from receiving such salary by reason of the fact that he is also adirector of the Corporation.

 

# **ARTICLEV**

 

# **Contracts,Loans, Checks, and Deposits**

 

                SECTION1.     Contracts.     To the extent permitted by applicable law,and except as otherwise prescribed by the Corporation’s Articles ofIncorporation or these Bylaws with respect to certificates for shares, theboard of directors may authorize any officer, employee, or agent of theCorporation to enter into any contract or execute and deliver any instrument inthe name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

 

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                SECTION2.     Loans.     No loans shall be contracted on behalf ofthe Corporation and no evidence of indebtedness shall be issued in its nameunless authorized by the board of directors. Such authority may be general or confined to specific instances.

 

                SECTION3.     Checks, Drafts, Etc.     All checks, drafts or other orders for thepayment of money, notes, or other evidences of indebtedness issued in the nameof the Corporation shall be signed by one or more officers, employees, oragents of the Corporation in such manner as shall from time to time bedetermined by resolution of the board of directors.

 

                SECTION4.     Deposits.     All funds of the Corporation not otherwiseemployed shall be deposited from time to time to the credit of the Corporationin any of its duly authorized depositories as the board of directors mayselect.

 

# **ARTICLEVI**

 

# **Certificatesfor Shares and Their Transfer**

 

                SECTION1.     Certificates for Shares.    The shares of the Corporation shall berepresented by certificates signed by the chairman of the board of directors orby the president or a vice president and by the treasurer or by the secretaryof the Corporation, and may be sealed with the seal of the Corporation or afacsimile thereof.  Any or all of thesignatures upon a certificate may be facsimiles if the certificate is countersignedby a transfer agent, or registered by a registrar, other than the Corporationitself or an employee of the Corporation. If any officer who has signed or whose facsimile signature has beenplaced upon such certificate shall have ceased to be such officer before thecertificate is issued, it may be issued by the Corporation with the same effectas if he were such officer at the date of its issue.

 

                SECTION2.     Form of Share Certificates.     All certificates representing sharesissued by the Corporation shall set forth upon the face or back that theCorporation will furnish to any shareholder upon request and without charge afull statement of the designations, preferences, limitations, and relativerights of the shares of each class authorized to be issued, the variations inthe relative rights and preferences between the shares of each such series sofar as the same have been fixed and determined, and the authority of the boardof directors to fix and determine the relative rights and preferences ofsubsequent series.

 

                Eachcertificate representing shares shall state upon the face thereof: that theCorporation is organized under the laws of the Commonwealth of Kentucky; thename of the person to whom issued; the number and class of shares; the date ofissue; the designation of the series, if any, which such certificaterepresents; the par value of each share represented by such certificate, or astatement that the shares are without par value.  Other matters in regard to the form of thecertificates shall be determined by the board of directors.

 

                SECTION3.     Payment for Shares.     No certificate shall be issued for anyshares until such share is fully paid.

 

                SECTION4.     Form of Payment for Shares.     The consideration for the issuance ofshares shall be paid in accordance with the provisions of the Corporation’sArticles of Incorporation.

 

                SECTION5.     Transfer of Shares.  Transfer of shares of capital stock of theCorporation shall be made only on its stock transfer books.  Authority for such transfer shall be givenonly by the holder of record thereof or by his legal representative, who shallfurnish proper evidence of such authority, or by his attorney thereuntoauthorized by power of attorney duly executed and filed with theCorporation.  Such transfer shall be madeonly on surrender for cancellation of the certificate of such shares.  The person in whose name shares of capitalstock stand on the books of the Corporation shall be deemed by the Corporationto be the owner thereof for all purposes.

 

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                SECTION6.     Stock Ledger.     The stock ledger of the Corporation shallbe the only evidence as to who are the shareholders entitled to examine thestock ledger, the list required by Section 7 of Article I or the books of theCorporation, or to vote in person or by proxy at any meeting of shareholders.

 

                SECTION7.     Lost Certificates.     The board of directors may direct a newcertificate to be issued in place for any certificate theretofore issued by theCorporation alleged to have been lost, stolen, or destroyed, upon the making ofan affidavit of that fact by the person claiming the certificate of stock to belost, stolen, or destroyed.  Whenauthorizing such issue of a new certificate, the board of directors may, in itsdiscretion and as a condition precedent to the issuance thereof, require theowner of such lost, stolen, or destroyed certificate, or his legalrepresentative, to give the Corporation a bond in such sum as it may direct asindemnity against any claim that may be made against the Corporation withrespect to the certificate alleged to have been lost, stolen, or destroyed.

 

                SECTION8.     Beneficial Owners.     The Corporation shall be entitled torecognize the exclusive right of a person registered on it books as the ownerof shares to receive dividends, and to vote as such owner, and shall not bebound to recognize any equitable or other claim to or interest in such shareson the part of any other person, whether or not the Corporation shall haveexpress or other notice thereof, except as otherwise provided by law.

 

# **ARTICLEVII**

 

# **FiscalYear; Annual Audit**

 

                Thefiscal year of the Corporation shall end on the last day of December of eachyear.  The Corporation shall be subjectto an annual audit as of the end of its fiscal year by independent publicaccountants appointed by and responsible to the board of directors.

 

# **ARTICLEVIII**

 

# **Dividends**

 

**               **Subject to the provisions ofthe Articles of Incorporation and applicable law, the board of directors may,at any regular or special meeting, declare dividends on the Corporation’soutstanding capital stock.  Dividends maybe paid in cash, in property, or in the Corporation’s own stock.

 

# **ARTICLEIX**

 

# **CorporateSeal**

 

**               **The corporate seal of theCorporation shall be in such form as the board of directors shall prescribe.

 

# **ARTICLEX**

 

# **Amendments**

 

                In accordance withthe Corporation’s Articles of Incorporation, these Bylaws may be repealed,altered, amended, or rescinded by the shareholders of the Corporation only byvote of not less than 80% of the outstanding shares of capital stock of theCorporation entitled to vote generally in the election of directors (consideredfor this purpose as one class) cast at a meeting of the shareholders called forthat purpose (provided that notice of such proposed repeal, alteration,amendment, or rescission is included in the notice of such meeting).  In addition, the board of directors mayrepeal, alter, amend, or rescind these Bylaws by vote of two-thirds of theboard of directors at a legal meeting held in accordance with the provisions ofthese Bylaws provided, however, that an amendment to the first sentence of thisArticle XI may be made only by the shareholders.

 

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