**Exhibit3.2**

 

AMENDED BYLAWS

OF

MAUI LAND & PINEAPPLE COMPANY, INC.

(AS OF MAY 13, 2010)

 

ARTICLE I

PRINCIPAL OFFICE; SEAL

 

SECTION 1.  PrincipalOffice.  The principal office of theCompany shall be in Kahului, Maui, Hawaii; there may be such subordinate orbranch offices in such place or places within Hawaii or elsewhere as may beconsidered necessary or requisite by the Board of Directors to transact thebusiness of the corporation, such subordinate or branch offices to be in chargeof such person or persons as may be appointed by the Board of Directors.

 

SECTION 2.  Seal.  The corporation shall have a corporate seal(and one or more duplicates thereof) of such form and device as the Board ofDirectors shall determine.

 

ARTICLE II

STOCKHOLDERS

 

SECTION 1.  Annual Meetings.  The annual meeting of the stockholders of thecorporation shall be held on such day during the first six months following theend of the fiscal year of the corporation or calendar year if the same be usedas the accounting period of the corporation as the Board of Directors or thePresident may determine.  The annualmeeting shall be a general meeting and at such meeting any business within thepowers of the corporation may be transacted without special notice of suchbusiness, except as may be required by law, by the Articles of Association, orby these Bylaws (including without limitation Section 7 of this Article II).  To the extent permitted by law, meetings ofstockholders may be held at such place within or without the State of Hawaii.

 

SECTION 2. Special Meetings.  Specialmeetings of the stockholders may be held at any time.  Such meetings shall be held upon the call ofthe President or of any two directors or of the holders of not less thanone-fourth of the capital stock of the Company issued and outstanding andentitled to vote at such special meeting. At any special meeting, only such business shall be transacted as isspecified in the notice given of such meeting.

 

SECTION 3. Notices of Meetings. Notices of every meeting of stockholders, whether annual or special,shall state the place, day and hour of the meeting, whether it is annual orspecial, and in the case of any meeting shall state briefly the businessproposed to be transacted thereat.  Suchnotice shall be given by mailing a written or printed copy thereof, postageprepaid, in the case of an annual meeting at least twenty days before the dateassigned for the meeting, and in the case of a special meeting at least twentydays before the date assigned for the meeting, to each stockholder entitled tovote at such meeting at his address as it appears on the transfer books of thecorporation.  Upon notice being given inaccordance with the provisions hereof, the failure of any stockholder toreceive actual notice of any meeting shall not in any way invalidate themeeting or the proceedings thereat.

 

SECTION 4. Quorum.  At all meetings ofstockholders the presence in person or by proxy of stockholders owning amajority of all of the shares of stock issued and outstanding and entitled tovote at said meeting shall constitute a quorum, and the action of the holdersof a majority of the shares of stock present or represented at any meeting atwhich a quorum is present shall be valid and binding upon the corporation andits stockholders, except as otherwise provided by law, by the Articles ofAssociation or by these Bylaws.  Once aquorum is established at a meeting, it shall not be broken by the absence orwithdrawal of one or more stockholders before the meeting is adjourned.

 

SECTION 5. Voting, Proxies.

 

(a)  At any meeting of the stockholders,each stockholder, except where otherwise provided by the clauses and termsapplicable to the stock held by such stockholder, shall be entitled to vote inperson or by proxy and shall have one vote for each share of voting stockregistered in his name at the close of business on the day preceding the dateof such meeting or on such record date as may be fixed by the Board ofDirectors.  In the case of an adjournedmeeting, unless otherwise provided by the Board of Directors, the record datefor the purpose of voting at such adjourned meeting shall be the day precedingthe date of the adjourned meeting.  Whenvoting stock is transferred into the name of a pledgee under a

 

1

----

 

pledge agreement, the pledgor shall have the right tovote such stock unless prior to the meeting the pledgee or his authorizedrepresentative shall file with the Secretary written authorization from thepledgor authorizing such pledgee to vote such stock.  An executor, administrator, guardian ortrustee may vote stock of the corporation held by him in such capacity at allmeetings, in person or by proxy, whether or not such stock shall have beentransferred into his name on the books of the corporation, but if such stockshall not have been so transferred he shall, if requested as a prerequisite toso voting, file with the Secretary a certified copy of his letters ofappointment as such executor, administrator or guardian, or evidence of hisappointment or authority as such trustee. If there be two or more executors, administrators, guardians ortrustees, all or a majority of them may vote the stock in person or by proxy.  Stock held in the names of two or morepersons as tenants in common or joint tenants may be voted by any one of themunless protested by the other or others. The survivor(s) of a joint tenancy or tenants by the entirety mayvote such stock without the necessity of indicating such survivorship.

 

(b)  The instrument appointing a proxy shallbe in writing, signed by the appointer or his duly authorized agent inhandwriting or by rubber stamp, and filed with the Secretary.  A proxy that is regular on its face andapparently executed by the stockholder entitled to vote (including a proxy withan illegible signature) shall be presumed to be authentic and genuine, unlessthe corporation shall receive evidence to the contrary.  Proxies for stock owned by two or morepersons named as tenants in common or as joint tenants shall be valid if signedby one or two persons.  Proxies for stockin the name of corporations, partnerships, nominees or brokers shall be validif signed with the name of the corporation, partnership, nominee or broker,either in handwriting or by rubber stamp and without requiring the signature ofan officer or agent.  Minor variationsbetween signatures and the name of the appointer as it appears upon the stockbooks of the corporation or, in the case of a corporation, failure to affix thecorporate seal, shall not invalidate the proxy. If a proxy is appointed by cable, telegram, telex, radiogram or otherelectronic message, the typewritten signature of the appointer shall besufficient for a valid proxy.  A proxyexecuted by a third party as agent or attorney-in-fact for a stockholder shallbe presumed valid unless the corporation should receive evidence to thecontrary.  A proxy executed by a marriedwoman shall be presumed to be authentic and genuine if the corporation’s recordof stock ownership shows such stock in her maiden name and if there is aconnecting feature in the execution and signature.  Unless expressly limited by its terms, everyinstrument appointing a proxy shall continue in full force and effect until awritten revocation thereof shall be filed with the Secretary.

 

(c)  Stockholders shall have no right toelect directors by cumulative voting.

 

SECTION 6. Adjournment.  Any meetingof stockholders, whether annual or special, and whether a quorum be present ornot, may be adjourned from time to time by the Chairman thereof with theconsent of the holders of a majority of all of the shares of stock present orrepresented at such meeting and entitled to vote thereat without notice otherthan the announcement at such meeting. At any such adjourned meeting at which a quorum shall be present, anybusiness may be transacted that might have been transacted at the originalmeeting as originally called and noticed.

 

SECTION 7. Action at Meetings of Stockholders.  No business may be transacted at an annualmeeting of stockholders other than business that is either (a) specifiedin the notice of meeting (or any supplement thereto) given by or at thedirection of the Board of Directors; (b) otherwise properly brought beforethe annual meeting by or at the direction of the Board of Directors; or (c) otherwiseproperly brought before the annual meeting by any stockholder of thecorporation (i) who is a stockholder of record on the date of the givingof the notice provided for in this Section 7 and on the record date forthe determination of stockholders entitled to vote at such annual meeting and (ii) whocomplies with the notice procedures set forth in this Section 7.

 

In addition to any other applicable requirementsfor business properly to be brought before an annual meeting by a stockholder,such stockholder must have given timely notice thereof in proper written formto the Chairman of the Board, if any, the President or the Secretary of thecorporation.

 

To be timely, a stockholder’s notice must bedelivered to or mailed and received at the principal executive offices of thecorporation not less than ninety (90) days nor more than one hundred twenty(120) days prior to the anniversary date of the immediately preceding annualmeeting of stockholders; provided, however, that in the event that the annualmeeting is called for a date that is not within thirty (30) days before orafter such anniversary date, notice by the stockholder in order to be timelymust be so received not later than the close of business on the tenth (10th) day following the day on which the notice of the

 

2

----

 

annual meeting is first mailed by the corporation or onwhich the corporation makes public disclosure of the date of the annualmeeting, whichever first occurs; and provided further that, in the case of the1999 annual meeting of stockholders, any such notice shall be timely ifreceived by the close of business on the later of (i) the tenth (10th) day following the date on which the corporation’s proxy statement forthe 1999 annual meeting is first mailed to stockholders or (ii) April 12,1999.

 

To be in proper written form, a stockholder’snotice must set forth as to each matter such stockholder proposes to bringbefore the annual meeting (i) a brief description of the business desiredto be brought before the annual meeting and the reasons for conducting suchbusiness at the annual meeting, (ii) the name and record address of suchstockholder, (iii) the class or series and number of shares of capitalstock of the corporation that are owned by such stockholder (x) beneficiallyand (y) of record, (iv) a description of all arrangements orunderstandings between such stockholder and any other person or persons(including their names) in connection with the proposal of such business bysuch stockholder and any material interest of such stockholder in such businessand (v) a representation that such stockholder intends to appear in personor by proxy at the annual meeting to bring such business before the meeting.

 

No business shall be conducted at the annualmeeting of stockholders except business brought before the annual meeting inaccordance with the procedures set forth in this Section 7, provided,however, that once business has been brought properly before the annual meetingin accordance with such procedures, nothing in this Section 7 shall bedeemed to preclude discussion by any stockholder of any such business.

 

The business transacted at any special meeting ofstockholders shall be confined to the business stated in the notice of meeting.

 

Notwithstandingthe foregoing provisions of this Section 7, a stockholder also shallcomply with all applicable requirements of the Securities Exchange Act of 1934,as amended (the “Exchange Act”), and the rules and regulations promulgatedthereunder, with respect to the matters set forth in this Section 7.  Nothing in this Section 7 shall bedeemed to affect any rights of stockholders to request inclusion of proposalsin the corporation’s proxy statement pursuant to Rule 14a-8 under theExchange Act.

 

ARTICLE III

BOARD OF DIRECTORS

 

SECTION 1. Number and Term of Office; Qualifications.

 

(a) The Board of Directors shall consist of seven (7) members.  Each director shall hold office until the nextannual meeting and thereafter until his successor is duly elected or appointedand qualified.

 

(b)  To the extent required by law, not lessthan one member of the Board of Directors shall be a resident of the State ofHawaii.  Whenever for any reason not lessthan one member of the Board of Directors is a resident of the State of Hawaii,the Board shall have no power to act in any manner, except the power to actunder Section 6 of this Article to have at least one member as aresident of the State of Hawaii.

 

(c)  No person shall be eligible to beelected as a director who has attained his seventieth (70th) birthday at the time of election, but the directors of a corporationmay create exceptions to this requirement by resolution, including but notlimited to “Directors Emeritus.”  TheBoard of Directors may, at any meeting, appoint one or more “Directors Emeritus”in recognition of the past contributions of such persons or their spouses tothe corporation or for other appropriate reasons.  A Director Emeritus will be eligible toattend all meetings of the Board of Directors, to have his or her expenses paidand to receive meeting fees (though not any annual retainer), but shall not beeligible to vote and shall not be counted as part of the quorum at any suchmeeting.

 

(d) Only persons who are nominated in accordance with the following proceduresshall be eligible for election as directors of the corporation.  Nominations of persons for election to theBoard of Directors may be made at any annual meeting of stockholders or at anyspecial meeting of stockholders called for the purpose of electing directors (a) byor on behalf of the Board of Directors or (b) by any stockholder of thecorporation (i) who is a stockholder of record on the date of the giving ofthe notice provided for in this Section 1(d) and on the record datefor the determination of stockholders entitled to vote at such meeting and (ii) whocomplies with the notice procedures set forth in this Section 1(d).

 

3

----

 

In addition to any other applicable requirementsfor a nomination to be made by a stockholder, such stockholder must have giventimely notice thereof in proper written form to the Chairman of the Board, ifany, the President or the Secretary of the corporation.

 

To be timely, a stockholder’s notice must bedelivered to or mailed and received at the principal executive offices of thecorporation (i) in the case of an annual meeting, not less than ninety(90) days nor more than one hundred twenty (120) days prior to the anniversarydate of the immediately preceding annual meeting of stockholders, provided,however, that in the event the annual meeting is called for a date that is notwithin thirty (30) days before or after such anniversary date, notice by thestockholder in order to be timely must be so received not later than the closeof business on the tenth (10th) day following the day on which the notice ofthe annual meeting is first mailed by the corporation or on which thecorporation makes public disclosure of the date of the annual meeting,whichever first occurs; and (ii) in the case of a special meeting ofstockholders called for the purpose of electing directors, not later than theclose of business on the tenth (10th) day following the day on which a noticeof the date of the special meeting is first mailed by the corporation or onwhich the corporation makes public disclosure of the date of the specialmeeting, whichever first occurs.  Notwithstandingthe preceding sentence, a stockholder’s notice concerning nominations ofdirectors to be elected at the 1999 annual meeting shall be timely if receivedby the close of business on the later of (i) the tenth day following thedate on which the corporation’s proxy statement for the 1999 annual meeting isfirst mailed to stockholders or (ii) April 12, 1999.

 

To be in proper written form, a stockholder’snotice must set forth (i) as to each person whom the stockholder proposesto nominate for election as a director (a) the name, age, business addressand residence address of the person, (b) the principal occupation oremployment of the person, (c) the class or series and number of shares ofcapital stock of the corporation that are owned by the person (x) beneficiallyand (y) of record, and (d) any other information relating to theperson that would be required to be disclosed in a proxy statement or otherfilings required to be made in connection with solicitations of proxies forelection of directors pursuant to Section 14 of the Exchange Act and the rules andregulations promulgated thereunder; and (ii) as to the stockholder givingthe notice (a) the name and record address of such stockholder, (b) theclass or series and number of shares of capital stock of the corporation thatare owned by such stockholder (x) beneficially and (y) of record, (c) adescription of all arrangements or understandings between such stockholder andeach proposed nominee and any other person or persons (including their names)pursuant to which the nomination(s) are to be made by such stockholder, (d) arepresentation that such stockholder intends to appear in person or by proxy atthe meeting to nominate the persons named in its notice and (e) any otherinformation relating to such stockholder that would be required to be disclosedin a proxy statement or other filings required to be made in connection withsolicitations of proxies for election of directors pursuant to Section 14of the Exchange Act and the rules and regulations promulgatedthereunder.  Such notice must beaccompanied by a written consent of each proposed nominee to being named as anominee and to serve as a director if elected.

 

No person shall be eligible for election as adirector of the corporation unless nominated in accordance with the proceduresset forth in this Section 1(d), and unless such person satisfies (ifapplicable) the requirements of Section 1(e) of this Article III.

 

(e)  No person shall be eligible forelection as a director if his or her election would cause the Company to have insufficient“independent directors” within the meaning of Section 121 of the CompanyGuide of the American Stock Exchange (or any successor provision) to meet therequirements of that Section (or any successor provision).

 

SECTION 2. Removal of Directors.  Anydirector may be removed from office with or without cause at any time andanother person may be elected in his place to serve for the remainder of histerm at any special meeting of stockholders called for that purpose by theaffirmative vote of the holders of a majority of all of the shares of capitalstock of the corporation outstanding and entitled to vote.  In case any vacancy so created shall not befilled by the stockholders at such meeting, such vacancy shall be filled by theBoard of Directors.

 

SECTION 3. Chairman.  The Board mayappoint from among its members a Chairman who shall preside at all meetings andserve during the pleasure of the Board.

 

4

----

 

SECTION 4. Registration, Meetings, Notice.

 

(a)  Each director shall, upon election tosuch office, register with the corporation his mailing address.

 

(b)  The Board of Directors shall, withoutany notice being given, hold a meeting for the purpose of organization as soonas may be practicable after each annual meeting of stockholders.

 

(c)  The Board of Directors may in itsdiscretion schedule regular meetings of the Board to be held at a stated timeand place and no notice, written or otherwise, of such meeting shall berequired.  The Board of Directors may inits discretion alter the time and place for such regular meetings from time totime.

 

(d)  Special meetings of the Board ofDirectors may be called by the Chairman of the Board of Directors or, in theabsence of the Chairman or if no Chairman shall have been appointed, at thecall of the President and, in any case, at the call of any two directors.

 

(e)  The Secretary shall give notice ofevery special meeting of the Board of Directors orally or by cabling ordelivering a copy of the same to each director at his registered mailingaddress not less than forty-eight hours prior to any such meeting.  Such notice shall constitute full legalnotice of any special meeting, whether actually received or not and whether anydirector concerned resides in Honolulu or not. No special meeting and no business transacted at any such meeting shallbe invalidated or in any way affected by the failure of any director to receiveactual notice of any such meeting.

 

(f)  Any director may expressly, in writingor otherwise, waive notice of any meeting. At any meeting, the presence of a director shall be equivalent to thewaiver of the giving of notice of said meeting to said director.

 

(g)  To the extent permitted by law, anyaction required or permitted to be taken at any meeting of the directors or ofa committee of the directors may be taken without a meeting if all of thedirectors or all of the members of the committee, as the case may be, sign awritten consent or written consents setting forth the action taken or to betaken at any time before or after the intended effective date of suchaction.  Such consent or consents shallbe filed with the minutes of directors’ meetings or committee meetings, as thecase may be, and shall have the same effect as a unanimous vote.

 

(h)  To the extent permitted by law, membersof the Board of Directors or of a committee of the Board of Directors mayparticipate in a meeting of such Board or committee by means of conferencetelephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and participating in ameeting pursuant to this section shall constitute presence in person at suchmeeting.

 

SECTION 5. Quorum, Adjournment.  Amajority of the Board of Directors shall constitute a quorum for thetransaction of any business.  Any act orbusiness must receive the approval of a majority of such quorum unlessotherwise provided by law, the Articles of Association or these Bylaws.  A quorum, once established, shall not bebroken by the absence or withdrawal of one or more directors before the meetingis adjourned.  The Chairman or a majorityof the directors present may adjourn the meeting from time to time withoutfurther notice.

 

SECTION 6. Permanent Vacancies.  If anypermanent vacancy shall occur in the Board of Directors through death,resignation, removal or other cause, the remaining director or directors,whether or not a majority of the whole Board, by the affirmative vote of amajority of the remaining director or directors, may elect a successor directorto hold office for the unexpired portion of the term of the director whoseplace shall be vacant.

 

SECTION 7. Temporary Vacancies, Substitute Directors.  If any temporary vacancy shall occur in theBoard of Directors through the absence of any director from the State of Hawaiior the sickness or disability of any director, the remaining director ordirectors, whether constituting a majority or a minority of the whole Board,may by the affirmative vote of a majority of such remaining director ordirectors appoint some person as a substitute director who shall be a directorduring such absence, sickness or disability and until such director shallreturn to duty or the office of such director shall become permanentlyvacant.  The determination of the Boardof Directors, as shown on the minutes, of the fact of such absence, sickness ordisability shall be conclusive as to all persons and to the corporation.

 

SECTION 8. Expenses and Fees.  Byresolution of the Board of Directors, expenses of attendance, if any, and adirector’s fee in such amount as the Board of Directors shall from time to timedetermine, may be allowed for attendance at each meeting of the Board and ofeach meeting of any

 

5

----

 

committee created by the Board, provided that nothingherein contained shall be construed to preclude any director from serving thecorporation in any other capacity and receiving compensation therefor.

 

SECTION 9. Executive Committee.  TheBoard of Directors, by vote of a majority of the Board, may at its discretionappoint or elect an Executive Committee of not less than two members from itsown number who shall have charge of the management of the business and affairsof the corporation in the interim between meetings of the Board of Directorsand may exercise all powers of that body during such interim, but shall at alltimes be subject to any instructions issued by the Board of Directors.  The Executive Committee may make its own rules ofprocedure.  The Board of Directors, byvote of a majority of the Board, may at its discretion appoint or elect fromits own number one or more alternate members of the Executive Committee who maybe alternates for designated members of the Executive Committee or alternatesat large or both.  Any alternate memberof the Executive Committee who is an alternate for a designated member shall beand act as a member of the Executive Committee at any meeting from which thedesignated member is absent and any alternate at large shall be and act as amember of the Committee at any meeting from which any member of the Committeefor whom an alternate has not been designated may be absent.

 

Such Executive Committee shall make a report ofits acts and transactions at the next meeting of the Board of Directors.  Vacancies occurring in such Committee oramong the alternates for members of such Committee may be filled only by voteof the majority of the Board of Directors, but shall only be filled by adirector of the corporation.  The acts ofthe majority of the Executive Committee of the Board shall be effective in allrespects as the acts of such Committee and such Committee may act by a writingsigned by all of its members, other than alternates, without a meeting beingheld.

 

SECTION 10. Audit Committee.  TheChairman of the Board of Directors shall have the power, subject toconfirmation by the affirmative vote of the majority of the whole Board, toappoint an Audit Committee of not less than three members, one of whom must bea member of the Board of Directors.  TheAudit Committee shall serve as an independent check on the reliability of theCompany’s financial controls and its financial reporting, and shall review thework of the independent auditors.  TheAudit Committee may make its own rules of procedure and shall report tothe Board of Directors.

 

SECTION 11. Other Committees.  TheChairman of the Board of Directors shall have the power, subject toconfirmation by the affirmative vote of the majority of the whole Board, toappoint any other committees and such committees shall have and may exercisesuch powers as shall be authorized by the Board of Directors.  Such committees may be composed of memberswho are not members of the Board of Directors. Such committees may make their own rules of procedure and shallreport to the Board of Directors.

 

ARTICLE IV

OFFICERS

 

SECTION 1. Officers Generally.  Theofficers of the corporation shall be a Chairman of the Board, if appointed bythe Board of Directors; a Vice Chairman of the Board, if appointed by the Boardof Directors; a President; one or more Vice Presidents, some of whom may bedesignated as Executive Vice Presidents, Financial Vice Presidents, Senior VicePresidents or Group Vice Presidents; a Treasurer; a Controller; a Secretary;Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers asthe Board of Directors shall from time to time determine; and such otherofficers as the Board of Directors shall from time to time determine.  In addition, the Board of Directors, by voteof a majority of the Board, may designate which of the Chairman of the Board,if appointed by the Board of Directors, or the President shall be the ChiefExecutive Officer of the corporation. The Chief Executive Officer so designated shall have such power andauthority and perform such duties as set forth below and as the Board may fromtime to time assign to him.  The Board ofDirectors, by vote of a majority of the Board, may designate which of theChairman of the Board, if appointed by the Board of Directors, the President orany Vice President shall be the Chief Operating Officer.  The Chief Operating Officer so designatedshall have such power and authority and perform such duties as set forth belowand as the Board may from time to time assign to him.  The officers shall be appointed by the Boardof Directors and shall hold office thereafter until their successors shall beduly appointed and qualified.  The numberof Vice Presidents may be changed from time to time by the Board of Directorsat any meeting or meetings thereof and, if increased at any time, suchadditional Vice Presidents shall be appointed by the Board of

 

6

----

 

Directors.  Theoffices of Chairman of the Board of Directors and Vice Chairman of the Board ofDirectors shall be filled from among the members of the Board of Directors, butno other officer need be a director.  Anytwo or more of the offices of Vice President, Secretary, Treasurer and Controllermay be held by the same person or each of such offices may be held by separatepersons.

 

SECTION 2. Vacancies.  Vacancies whichmay occur in any office shall be filled by appointment by the Chief ExecutiveOfficer, if designated, or the President or Board of Directors for theremainder of the term of such office.

 

In case of temporary disability of any officer,the Chief Executive Officer, if designated, or the President or Board ofDirectors may appoint a temporary officer to serve during such absence ordisability.

 

SECTION 3. Removals.  Any officer, foror without cause, may be removed from office at any time at a meeting speciallycalled for that purpose by the affirmative vote of not less than two-thirds ofthe total voting power represented by the stock then entitled to vote, exceptinsofar as such removal would be contrary to law.

 

The Board of Directors of the corporation may atany time remove from office or discharge from employment for or without causeany officer, manager, subordinate officer, agent or employee appointed by it orby any person under authority delegated to it, except insofar as such removalwould be contrary to law.

 

SECTION 4. Chairman of the Board. Whenever there shall be a Chairman of the Board of Directors, he shallpreside at all meetings of the stockholders and of the Board of Directors andshall have such powers and perform such other duties as may be assigned to himfrom time to time by the Board of Directors.

 

SECTION 5. Vice Chairman of the Board. Whenever there shall be a Vice Chairman of the Board of Directors, heshall preside at all meetings of the stockholders and of the Board of Directorsshould the Chairman of the Board of Directors be absent and he shall have suchpowers and perform such other duties as may be assigned to him from time totime by the Board of Directors.

 

SECTION 6. Chief Executive Officer. If a Chief Executive Officer is designated by the Board of Directors, heshall have and exercise, subject to the directions and control of the Board, thegeneral management, supervision and direction over all of the property,business and affairs of the corporation, prescribe the duties of the managersof all branch offices, appoint heads of departments and exercise such otherpowers and perform such other duties as the Board may from time to time conferon him.  He shall at all times keep theBoard of Directors fully advised as to all of the corporation’s business.

 

SECTION 7. Chief Operating Officer. If a Chief Operating Officer is designated by the Board of Directors, heshall have and exercise, subject to the discretion and control of the ChiefExecutive Officer, if designated, or the Board of Directors, the day-to-daymanagement, supervision and control of all of the property, business andaffairs of the corporation and generally control the engagement, government anddischarge of all employees of the corporation and fix their duties andcompensation and exercise such other powers and perform such other duties asthe Board may from time to time confer on him. He shall at all times keep the Chief Executive Officer, if designated,or the Board of Directors fully advised as to all of the corporation’sbusiness.

 

SECTION 8. President.  It shall be theduty of the President in the absence of the Chairman of the Board and ViceChairman of the Board, if no Chairman of the Board or Vice Chairman of theBoard shall have been appointed, to preside at all meetings of the stockholdersand of the Board of Directors.  If no ChiefExecutive Officer and/or Chief Operating Officer shall have been designated,then the President shall exercise general supervision and direction of thebusiness and affairs of the corporation and its several officers, agents andemployees, subject, however, to the control of the Board of Directors, andshall have power, unless otherwise determined by the Board of Directors, toemploy and discharge all branch, division and department employees, agentsand/or attorneys of the corporation and fix their compensation.  The President shall also perform all otherduties that may be assigned to him from time to time by the Board of Directors.

 

7

----

 

SECTION 9. Vice Presidents.  The VicePresidents shall assume and perform the duties of the President in the absenceor disability of the President or whenever the office of the President isvacant, and shall perform such other duties as may be assigned to them fromtime to time by the Board of Directors, the Chief Executive Officer, the ChiefOperating Officer or the President.  TheExecutive Vice Presidents, in case such officers are appointed, shall be firstin order to perform the duties of the President.

 

SECTION 10. Treasurer.  The Treasurershall be the financial officer of the corporation.  He shall have custody of all moneys, shallkeep the same for safekeeping in such depositories as may be designated by theBoard of Directors, shall expand the funds of the corporation as directed bythe Board of Directors and take proper vouchers for such expenditures, andshall perform such other duties as may be assigned to him from time to time bythe Board of Directors or by the President. If required to do so by the Board of Directors, he shall give a bond insuch amount and with such surety as may be prescribed by the Board for thefaithful discharge of his duties.  In theabsence or disability of the Treasurer, his duties shall be performed by theComptroller or by an Assistant Treasurer.

 

SECTION 11. Secretary.  The Secretaryshall have custody of all valuable papers and documents of the corporation,shall be ex-officio secretary of the Board of Directors and of all standingcommittees, shall give or cause to be given all required notices of meetings ofthe stockholders and directors, shall record the proceedings of meetings of thestockholders, directors and standing committees in a book or books to be keptfor that purpose, shall have charge and custody of the records for the issueand transfer of shares of the capital stock of the corporation, and shall performsuch other duties as may be assigned to him from time to time by the Board ofDirectors or by the President.  He shallhave custody of the seal of the corporation. In the absence or disability of the Secretary, his duties shall beperformed by the Treasurer or by an Assistant Secretary.

 

SECTION 12. Controller.  TheController, if there is one, shall be the accounting officer of thecorporation.  He shall keep or cause tobe kept a book or books setting forth a true record of the receipts andexpenditures, assets and liabilities, losses and gains of the corporation,shall render statements of the financial condition of the corporation when andas required by the Board of Directors, and shall perform such other duties asmay be assigned to him from time to time by the Board of Directors or by thePresident.  In the absence or disabilityof the Controller, his duties shall be performed by the Treasurer or by anAssistant Controller.

 

SECTION 13. Subordinate Officers.  Thepowers and duties of the subordinate officers shall be as prescribed by theBoard of Directors.  In the absence ordisability of the Treasurer and Secretary, the Assistant Treasurer or theAssistant Secretary may register and transfer stock of the corporation undersuch regulations as may be prescribed by the Board of Directors.

 

SECTION 14. Absence of Officers.  Inthe absence or disability of the Chief Executive Officer, Chief OperatingOfficer and President, the duties of the Chief Executive Officer, ChiefOperating Officer and President, other than the calling of meetings of thestockholders and the Board of Directors, shall be performed by the ExecutiveVice President and in his absence or disability by such persons as may bedesignated for such purpose by the Board of Directors.  In the absence or disability of the Secretaryand of the Assistant Secretary or Assistant Secretaries, if more than one, orof the Treasurer and the Assistant Treasurer or Assistant Treasurers, if morethan one, the duties of the Secretary or of the Treasurer, as the case may be,shall be performed by such person or persons as may be designated for suchpurpose by the Board of Directors.

 

SECTION 15. Auditor.  The Auditor shallbe elected annually by the stockholders, shall not be an officer of thecorporation and shall be an independent certified public accountant.  The Auditor shall audit the books andaccounts of the corporation and shall certify his findings and report thereonin writing to the stockholders at least annually, and shall make such other auditsand reports as the Board of Directors shall determine from time to time.  The Auditor may be a person, co-partnershipor, if permitted by law, a corporation. The Auditor may be removed from office either with or without cause atany time at a special meeting of the stockholders called for the purpose, andany vacancy caused by such removal may be filled for the balance of theunexpired term by the stockholders at a special meeting called for thepurpose.  In case of a vacancy in theoffice of Auditor other than by removal, the vacancy may be filled for theunexpired term by the Board of Directors or, if a special meeting shall be heldduring the existence of such vacancy, the vacancy may be filled at such specialmeeting of the stockholders.

 

8

----

 

ARTICLE V

EXECUTION OFINSTRUMENTS

 

SECTION 1. Proper Officers.  Except ashereinafter provided or as required by law, all checks, drafts, notes, bonds,acceptances, deeds, leases, contracts, bills of exchange, orders for thepayment of money, licenses, endorsements, stock powers, powers of attorney,proxies, waivers, consents, returns, reports, applications, notices, mortgagesand other instruments or writings of any nature which require execution onbehalf of the corporation shall be signed by the President or a Vice Presidentand by the Secretary or the Treasurer or an Assistant Secretary or an AssistantTreasurer, but no officer, though he may hold two or more offices, shall signany instrument in more than one capacity, provided however that the Board ofDirectors may from time to time authorize any such documents, instruments orwritings to be signed by such officers, agents or employees of the corporation,or any one of them, in such manner as the Board of Directors may determine.

 

SECTION 2. Facsimile Signatures.  TheBoard of Directors may from time to time by resolution provide for theexecution of any corporate instrument or document, including but not limited tochecks, warrants, drafts and other orders for the payment of money by amechanical device or machine or by the use of facsimile signatures under suchterms and conditions as shall be set forth in any such resolution.

 

ARTICLE VI

VOTING OF STOCK BY THECORPORATION

 

In all cases where the corporation owns, holds orrepresents under power of attorney or by proxy or in any other representativecapacity shares of capital stock of any corporation or shares or interests inbusiness trusts, co-partnerships or other associations, such shares orinterests shall be represented or voted in person or by proxy by the Presidentor, in his absence, by the Vice President or, if there be more than one VicePresident present, then by such Vice President as the Board of Directors shallhave designated as Executive Vice President or, failing any such designation,by any Vice President or, in the absence of any Vice President, by theTreasurer or, in his absence, by the Secretary; provided, however, that anyperson specifically appointed by the Board of Directors for the purpose shallhave the right and authority to represent and vote such shares or interestswith precedence over all of the above named.

 

ARTICLE VII

CAPITAL STOCK

 

SECTION 1. Certificates of Stock.  Thecertificates of stock of each class shall be in such form and of such device asthe Board of Directors may from time to time determine.  They shall be signed by the President or aVice President and by the Treasurer or the Secretary or an Assistant Treasureror Assistant Secretary and shall bear the corporate seal, provided, however,that the Board of Directors in its discretion may provide that any certificatewhich shall be signed by a transfer agent or by a registrar may be sealed withonly the facsimile seal of the corporation and may be signed with only thefacsimile signatures of the officers above designated.  In case any officer who has signed or whosefacsimile signature has been placed upon any certificate shall have ceased tobe such officer before such certificate is issued, such certificate may, nevertheless,be issued with the same effect as if such officer had not ceased to be such atthe date of its issue.  Certificatesshall not be issued for nor shall there be registered any transfer of anyfraction of a share.  In the event thatfractional parts of or interests in any share shall result in any manner fromany action by the stockholders or directors of the corporation, the Treasurermay sell the aggregate of such fractional interests under such reasonable termsand conditions as the Treasurer shall determine, subject, however, to thecontrol of the Board of Directors, and distribute the proceeds thereof to theperson or persons entitled thereto.

 

SECTION 2. Holder of Record.  Thecorporation shall be entitled to treat the person whose name appears on thestock books of the corporation as the owner of any share as the absolute ownerthereof for all purposes and shall not be under any obligation to recognize anytrust or equity or equitable claim to or interest in such share, whether or notthe corporation shall have actual or other notice thereof.

 

SECTION 3. Transfer of Stock. Transfer of stock may be made in any manner permitted by law, but notransfer shall be valid, except between the parties thereto, until it shallhave been duly recorded in the stock books of the corporation and a newcertificate issued.  No transfer shall beentered in the stock

 

9

----

 

books of the corporation nor shall any new certificatebe issued until the old certificate, properly endorsed, shall be surrenderedand canceled.

 

SECTION 4. Closing of Transfer Books. The Board of Directors shall have power for any corporate purpose fromtime to time to close the stock transfer books of the corporation for a periodnot exceeding thirty consecutive business days, provided, however, that in lieuof closing the stock transfer books aforesaid the Board of Directors may fix arecord date for the payment of any dividend or for the allotment of rights orfor the effective date of any change, conversion or exchange of capital stockor in connection with obtaining the consent of stockholders in any matterrequiring their consent or for the determination of the stockholders entitledto notice of or to vote at any meeting of stockholders and, in any such case,only such stockholders as shall be stockholders of record on the record date sofixed shall be entitled to the rights, benefits and privileges incident toownership of the shares of stock for which such record date has been fixed,notwithstanding any transfer of stock on the books of the corporation aftersuch record date.

 

SECTION 5. Lost Certificates.  TheBoard of Directors may, subject to such rules and regulations as it mayadopt from time to time, order a new certificate or certificates of stock to beissued in the place of any certificate or certificates of stock of thecorporation alleged to have been lost or destroyed, but in every such case theowner of the lost or destroyed certificate or certificates shall be required tofile with the Board of Directors sworn evidence showing the facts connectedwith such loss or destruction.  The Boardof Directors may, in its discretion, further require that a notice or noticesshall be published not less than once each week for three consecutive weeks orfor such other length of time as the Board of Directors may provide in anyspecial case in one or more newspapers of general circulation, which noticeshall describe the lost or destroyed certificate, seek its recovery and warnall persons against negotiating, transferring or accepting the same.  Unless the Board of Directors shall otherwisedirect, the owner of the lost or destroyed certificate shall be required togive to the corporation a bond or undertaking in such sum, in such form and withsuch surety or sureties as the Board of Directors may approve, to indemnify thecorporation against any loss, damage or liability that the corporation mayincur by reason of the issuance of a new certificate or certificates.  Nothing in this section contained shallimpair the right of the Board of Directors, in its discretion, to refuse toreplace any allegedly lost or destroyed certificate, save upon the order of thecourt having jurisdiction in the matter.

 

ARTICLE VIII

AMENDMENT

 

These Bylaws may be altered, amended or repealed fromtime to time by the vote of not less than two-thirds of all of the directors ofthe corporation at any meeting of the Board of Directors, subject to repeal orchange by action of the stockholders taken in accordance with this Article VIII.  The Bylaws, or any provision thereof, may berepealed or changed by action of the stockholders at a duly called and noticedannual or special meeting if (i) one of the purposes of such meetingexpressly set forth in the notice therefor is to repeal or change the Bylaws orany provision thereof, (ii) the notice or accompanying proxy materials setforth with specificity the repeal of or changes to the Bylaws or any provisionthereof proposed to be effectuated by action of the stockholders at the annualor special meeting, (iii) the proposal to repeal or change the Bylaws orany provision thereof complies with all other requirements of the Bylaws(including without limitation Section 7 of Article II), and (iv) suchproposal is approved by the affirmative vote of the holders of at least amajority of the corporation’s outstanding common stock (except that any suchproposal that would repeal the Bylaws in their entirety, or amend, add ordelete any Bylaw provision concerning the number, term of office orqualifications of directors, the nomination of directors, the classification ofthe Board of Directors, requirements for advance notice of matters to bebrought before any annual or special meeting, or this Article VIII, shallbe effective only if approved by the affirmative vote of the holders of atleast two-thirds of the corporation’s outstanding common stock).

 

10

----