BY-LAWS





BANK
      OF SMITHTOWN





ADOPTED
      MAY 8, 1984





AMENDED
      THRU OCTOBER 29, 2008









ARTICLE
      1


STOCKHOLDERS'
      MEETINGS





Section
      1.   All
      Meetings. All
      meetings of stockholders shall be held at the principal office of the Bank,
      or
      at such other place or places as may, from time to time, be designated by the
      Board of Directors.




Section
      2.   Annual
      Meeting. The
      annual meeting of the stockholders of the Bank shall be held within the first
      five months of each calendar year, the exact date and time thereof to be fixed
      by resolution of the Board of Directors at least 30 days prior to the date
      fixed
      for the meeting. The order of business at the annual meeting of stockholders
      shall be as follows:


(a)  Call
      to
      order, and appointment of a Secretary of the meeting;


(b)  Roll
      call
      to determine quorum;


(c)  Proof
      of
      proper notice of the meeting;


(d)  Reading
      and correction and approval of minutes of the preceding meeting;


(e)  Officers'
      reports;


(f)  Committee
      reports;


(g)  Unfinished
      business;


(h)  Election
      of new directors;


(i)  New
      or
      other business.




Section
      3.   Special
      Meetings. Except
      as otherwise provided by law, special meetings of the stockholders shall be
      called by the Chief Executive Officer or President whenever so directed by
      resolution of the Board of Directors, or whenever one or more stockholders
      who
      are entitled to vote and who hold at least 30% of the capital stock of the
      Bank
      issued and outstanding shall make written application therefor to the Chief
      Executive Officer or President stating the purpose of the meeting called
      for.







Section
      4.   Notice
      of Stockholders' Meetings. Notice
      of all stockholders' meetings stating the time and place and the objects for
      which such meetings are called, shall be given by the Chief Executive Officer
      or
      President, or in the absence of both, by any other Bank officer, by mail or
      electronic transmission, not less than 10, nor more than 60 days prior to the
      date of the meeting, to each stockholder of record at his address as it appears
      on the stock books of the Bank, unless he shall have filed with the Bank a
      written request that notice intended for him be sent to some other address,
      in
      which case it shall be mailed or electronically transmitted to the address
      designated in such request.




Section
      5.   Quorum
      of Stockholders. Except
      as hereinafter provided and as otherwise provided by law, at any meeting of
      the
      stockholders, a majority in interest of all the stock issued and outstanding,
      represented by stockholders of record in person or by proxy, shall constitute
      a
      quorum; but a lesser interest may adjourn any meeting, and the meeting may
      be
      held as adjourned without further notice, provided, however, that Directors
      shall not be elected at meetings so adjourned. When a quorum is present at
      any
      meeting, a majority in interest of the stock represented thereat shall decide
      any question brought before such meeting, unless the question is one upon which
      by express provision of law or of the Certificate of Incorporation or of these
      By-Laws a larger or different vote is required, in which case such express
      provision shall govern and control the decision of such question.




Section
      6.   Proxy
      and Voting. Stockholders of record may vote at any meeting either in person or by proxy,
      in
      writing, which shall be filed with the Secretary of the meeting before
      being voted.
      Such proxies shall entitle the holders thereof to vote at any adjournment
      thereof. No director, officer, clerk, teller or bookkeeper of the Bank shall
      be
      eligible to act as proxy at any meeting. No proxy shall be valid after the
      expiration of eleven months from the date of its execution unless the
      stockholder executing it shall have specified therein the length of time it
      is
      to continue in force, which shall be for some limited period. Each stockholder
      shall be entitled to one vote for each share of stock held by him.





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ARTICLE
      2


DIRECTORS




Section
      1.   Board
      of Directors. A Board
      of Directors shall be chosen by ballot at the annual meeting of the
      stockholders. The number of directors shall not be less than five nor more
      than
      fifteen, the exact number to be fixed from time to time by resolution of the
      Board of Directors.




Every
      election of Directors by the stockholders shall be conducted by two inspectors,
      neither of whom shall be a director of officer of the bank or a candidate for
      director. Such inspectors of election shall be appointed by the Board of
      Directors prior to the meeting at which they shall serve. If any inspector
      so
      appointed shall for any reason refuse or fail to serve, a successor shall be
      appointed by the presiding officer of the meeting. Before entering upon the
      discharge of their duties, the persons appointed to act as inspectors at any
      meeting of the stockholders shall be sworn faithfully to execute the duties
      of
      inspectors at such meeting with strict impartiality, and according to the best
      of their ability, and the oath so taken shall be subscribed by them, and filed
      with the minutes of the meeting. Each inspector shall be entitled to reasonable
      compensation for his services, to be paid by the Bank.




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Directors
      shall hold office until the next annual meeting of stockholders and until their
      successors are elected and have qualified.




Vacancies
      on the Board, whether caused by resignation, death or removal, shall be filled
      by majority vote of the Board. A person elected to fill such a vacancy shall
      serve for the balance of the unexpired term of his predecessor.




Section
      2.   Qualifications
      of Directors. All
      Directors except one must be citizens of the United States; at least one-third
      of the Directors must be citizens and residents of the State of New York; and
      at
      least three-fourths of the Directors must be citizens and residents of the
      State
      of New York or of a contiguous state.




The
      office of a Director shall become vacant whenever he shall have failed to attend
      the regular meetings of the Board of Directors for a period of six successive
      months, unless such failure to attend is excused by resolution of the Board
      of
      Directors adopted at its next regular meeting after expiration of such six
      months period and entered upon its minutes.




Section
      3.   Powers. The
      Board of Directors shall have the entire management of the business of the
      Bank.
      In the management and control of the property, business, and affairs of the
      Bank, the Board of Directors is hereby vested with all the powers possessed
      by
      the Bank itself, so far as this delegation of authority is not inconsistent
      with
      the laws of the State of New York, with the Certificate of Incorporation of
      the
      corporation, or with these By-Laws. The Board of Directors shall have power
      to
      determine what constitutes net earnings, profits, and surplus, respectively,
      what amount shall be reserved for working capital and for any other purpose,
      and
      what amount shall be declared as dividends, and such determination by the Board
      of Directors shall be final and conclusive. The Board may adopt such rules
      and
      regulations for the conduct of meetings and the management of the affairs of
      the
      Bank as it may deem proper, not inconsistent with law or these By-Laws, and
      all
      officers and employees of the Bank shall strictly adhere to and be bound by
      such
      rules and regulations.




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Section
      4.   Meetings. Regular
      meetings of the Board of Directors shall be held at least once in each month
      at
      such places in or outside of the State of New York, and at such times as the
      Board of Directors by vote may determine, and if so determined, no notice
      thereof need be given. Special meetings of the Board of Directors may be held
      at
      any time or place in or outside of the State of New York, whenever called by
      the
      Chairman of the Board, the Chief Executive Officer, the President, or three
      or
      more Directors, notice thereof being given to each Director by the officer
      or a
      Director calling the meeting, or at any time without formal notice provided
      all
      the Directors are present, or those not present shall, at any time, waive or
      have waived notice thereof. Notice of special meetings, stating the time and
      place thereof, shall be given by mailing the same to each Director at his
      residence or business address at least two days before the meeting, or by
      delivering the same to him personally or telegraphing each Director at his
      residence or business address not later than the date before the day on which
      the meeting is to be held, unless in case of emergency, the Chairman of the
      Board, the Chief Executive Officer, or the President shall prescribe a shorter
      notice to be given personally or by telegraphing each Director at his residence
      or business address. Such special meeting shall be held at such time and place
      as the notice thereof or waiver shall specify.




Section
      5.   Meetings
      Held with Use of Telephone. Any one
      or more members of the Board of Directors may participate in a meeting of the
      Board of Directors by means of a conference telephone or other similar
      communications equipment allowing all persons participating in the meeting
      to
      hear each other at the same time. Participation by such means shall constitute
      presence in person at the meeting.




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Section
      6.   Quorum
      of Directors. A
      majority of the members of the Board of Directors as constituted for the time
      being shall constitute a quorum for the transaction of business, but a lesser
      number (not less than two) may adjourn any meeting and the meeting may be held
      as adjourned without further notice. When a quorum is present at any meeting,
      a
      majority of the members present thereat shall decide any question brought before
      such meeting, except as otherwise provided by law or by those
      By-Laws.




Section
      7.   Chairman
      of the Board .
      At the
      meeting hereinafter referred to for the election of officers, or at such other
      times as may be appropriate, the Board of Directors, in its discretion, may
      elect a Chairman of the Board of Directors. The Chairman, when present, shall
      preside at all meetings of the Board, and shall have such other powers and
      duties as the Board may prescribe. If the Chairman of the Board is an
“independent director” as defined by the pertinent legal and/or regulatory
      standards applicable at the time, he or she shall serve as Chairman of the
      Governance and Nominating Committee and as Chairman of the Compensation
      Committee.




Section
      8.   Lead
      Director .
      At the
      meeting hereinafter referred to for the election of officers, or at such other
      times as may be appropriate, if the Board of Directors elects a Chairman of
      the
      Board who is an officer of the Bank, the Board, in its discretion, may elect
      a
      Lead Director. The Lead Director shall be an “independent director” as defined
      by the pertinent legal and/or regulatory standards applicable at the time.
      The
      Lead Director shall serve as Chairman of the Governance and Nominating Committee
      and as Chairman of the Compensation Committee, and shall have such other powers
      and duties as the Board may prescribe.





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Section
      9.  Secretary
      of the Board. At the
      meeting hereinafter referred to for the election of officers, or at such other
      times as may be appropriate, the Board of Directors shall appoint from its
      own
      number a Secretary of the Board to hold office for the ensuing year. The
      Secretary shall attend all meetings of the Board, shall record all votes and
      the
      minutes of the proceedings in a book to be kept for that purpose, and shall
      sign
      the minutes of all meetings kept by him or her.




Section
      10.   Compensation. The
      Board of Directors may from time to time, in its discretion, by resolution,
      determine and fix reasonable compensation to be paid to each of the Directors.
      The compensation may include a
      retainer to be paid on an annual, quarterly or monthly basis without regard
      to
      attendance at meetings; fees for attendance at regular or special meetings
      of
      the Board; fees for membership on designated Committees of the Board; fees
      for
      being the Chairman of the Board, the Lead Director, the Chairman of a particular
      Board Committee or the Secretary of the Board; fees for attendance at all or
      some meetings of the Committees of the Board; and such benefits as the Board
      may
      determine are reasonable, customary and appropriate. The Board may also
      determine that the Bank reimburse Directors for such expenses incurred by them
      in connection with their attendance of meetings as the Board may deem reasonable
      and appropriate. The
      foregoing shall not be construed to preclude any Director from serving the
      Bank
      in any other capacity and receiving compensation therefore.




Section
      11.   Directors
      Emeritus. This
      position is limited to those Directors who voluntarily retire from the Board
      of
      Directors and agree to serve in an advisory capacity. Directors Emeritus may
      be
      elected by the Board at any regular or special meeting of the Board. The Board
      may elect any number of former Directors to this position. Directors Emeritus
      will serve at the pleasure of the Board.




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ARTICLE
      3


OFFICERS




Section
      1.   Election
      and Eligibility. The
      officers of the Bank shall be elected by the Board of Directors after its
      election by the stockholders, and a meeting shall be held for this purpose
      within thirty days after the annual meeting of the stockholders.




The
      officers of the Bank shall be a Chief Executive Officer, President, one or
      more
      Executive Vice Presidents, one or more additional Vice Presidents and Assistant
      Vice Presidents, a Cashier, and/or Secretary, and a Chief Financial Officer.
      The
      Board may also, in its discretion, appoint such other officers or agents as
      it
      may deem advisable, and prescribe the duties thereof.




The
      Chief
      Executive Officer must be a director of the Bank. No other officers or agents
      elected or appointed by the Board need be directors. Any person may hold more
      than one office provided the duties thereof can be consistently performed by
      the
      same person.




Section
      2.   Chief
      Executive Officer. The
      Chief Executive Officer shall exercise general supervision over the business
      affairs and property of the Bank, and shall advise and direct the other officers
      of the Bank with respect to the performance of their duties. He shall preside
      at
      all meetings of the stockholders and Board of Directors unless a Chairman of
      the
      Board of Directors has been elected and is present, in which event, the Chairman
      shall preside at meetings of the Board. The Chief Executive Officer shall keep
      the Board of Directors fully informed as to all of the affairs of the Bank
      and
      shall insure that all directives of the Board are carried out. The Chief
      Executive Officer or the President, unless some other person is specifically
      authorized by resolution of the Board of Directors shall sign all certificates
      of stock, bonds, deeds, mortgages, extension agreements, modification of
      mortgage agreements, leases and contracts of the Bank. The Chief Executive
      Officer shall perform all of the duties commonly incident to the highest office
      in the Bank, and shall perform such other duties as the Board of Directors
      may
      designate.




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Section
      3.   President. The
      President shall be the second highest ranking officer of the Bank. He shall
      assist the Chief Executive Officer in exercising general supervision of the
      business affairs of the Bank. He shall perform the duties and have the powers
      of
      the Chief Executive Officer during the absence or disability of the Chief
      Executive Officer. The President shall have the power to sign all certificates
      of stock, bonds, deeds, mortgages, extension agreements, modification of
      mortgage agreements, leases and contracts of the Bank. He shall perform such
      other duties and have such other powers as the Board of Directors may
      designate.




Section
      4.   Executive
      Vice Presidents. There
      may be one or more Executive Vice Presidents who shall assist the Chief
      Executive Officer and the President in the performance of their duties. In
      the
      event of the absence or disability of both the Chief Executive Officer and
      the
      President, one or more of the Executive Vice Presidents may be designated to
      perform the duties and have the powers of the Chief Executive Officer. The
      Executive Vice Presidents shall perform such other duties and have such other
      powers as the Board of Directors may designate.




Section
      5.  Vice
      Presidents and Assistant Vice Presidents. The Vice
      Presidents and Assistant Vice Presidents shall perform such duties and have
      such
      powers as the Board of Directors shall designate.




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Section
      6.   Cashier. The
      Cashier shall have charge of the seal, the stock certificate books and such
      other books and papers as the Board of Directors may prescribe. He shall affix
      the seal of the Bank to such papers as require it, shall prepare and cause
      to be
      filed such reports and statements as may be required by law, and shall keep
      up
      to date all books and records pertaining to stock ownership. The Cashier shall
      have power, together with the Chief Executive Officer and the President, to
      sign
      certificates of stock of the Bank. He shall perform the duties commonly incident
      to the office of Secretary of a corporation (and may be referred to as the
      “Secretary” of the Bank), except as those duties are limited by the Board of
      Directors, and shall perform such other duties as are assigned to him by the
      Board of Directors.




Section
      7.   Chief
      Financial Officer. The
      Chief Financial Officer shall have the care and custody of the money funds,
      valuable papers and documents of the Bank, and shall have and exercise all
      the
      powers and duties commonly incident to the officer of Treasurer of a
      corporation, except as limited by the Board of Directors. He shall keep accurate
      books of account of the Bank's transactions which shall be the property of
      the
      Bank, and, together with all the property in his possession, shall be subject
      at
      all times to the inspection and control of the Board of Directors. He may be
      assisted in his duties by a Comptroller and/or Assistant Comptroller, as may
      from time to time be designated by the Chief Executive Officer or the Board
      of
      Directors. The Chief Financial Officer shall perform such other duties as may
      be
      assigned by the Board of Directors.




Section
      8.   Internal
      Auditor. The
      Audit Committee of the Board of Directors may hire one or more employees to
      perform the internal audit function or may retain an accounting firm for this
      purpose. All matters pertaining to the Internal Auditor and the internal audit
      program shall be governed by the Charter for the Audit Committee, a copy of
      which shall be annexed to these By-Laws and the provisions of which shall have
      the same force and effect as the other provisions of these By-Laws.




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Section
      9.   Compensation. The
      Board of Directors shall determine the compensation and benefits to be paid
      to
      all executive officers of the Bank. The Compensation Committee of the Board
      of
      Directors shall make recommendations to the Board in this regard. The
      compensation of all other officers and employees shall be determined by the
      Chief Executive Officer with such advice as he may deem appropriate from other
      officers and from the Board.





ARTICLE
      4


BOARD
      COMMITTEES





Section
      1.   Committee
      Chairmen and Members. After
      the annual meeting of stockholders and before the next regular meeting of the
      Board of Directors, and at such other times as it may deem appropriate, the
      Governance and Nominating Committee shall meet to formulate its recommendations
      to the Board of Directors for the Committee Chairmen and the members of all
      Committees. Committee Chairmen and the members of all Committees shall be
      elected by the Board of Directors at the first meeting of the Board held after
      the annual meeting of stockholders, and at such other times as may be necessary
      to fill a vacancy.




Section
      2.   Reports. All
      committees shall submit such reports as are required by law and as may be
      requested by the Board of Directors.




Section
      3.   Compensation. The
      compensation and expense allowances, if any, to be paid to members of Board
      Committees shall be determined from time to time by the Board of Directors
      upon
      recommendation of the Compensation Committee.




Section
      4.   Special
      Committees. The
      Board of Directors may, from time to time, appoint such special committees
      as
      the Board may deem necessary or desirable, and prescribe the duties
      thereof.




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Section
      5.   Standing
      Committees .  The
      Standing Committees and their duties shall be as follows:




(a) Audit
      Committee. All
      matters pertaining to the Audit Committee shall be governed by its Charter,
      a
      copy of which shall be annexed to these By-Laws and the provisions of which
      shall have the same force and effect as the other provisions of these
      By-Laws.




(b) Loan
      Committee. The Loan
      Committee shall consist of at least four Directors, including the Chairman
      of
      the Board, if there be one, and the Chief Executive Officer. It shall meet
      at
      the call of the Chief Executive Officer for consideration of loans in accord
      with the then existing Loan Policy.




(c) Compensation
      Committee .
      All
      matters pertaining to the Compensation Committee shall be governed by its
      Charter, a copy of which shall be annexed to these By-Laws and the provisions
      of
      which shall have the same force and effect as the other provisions of these
      By-Laws.




(d) Governance
      and Nominating Committee .
      All
      matters pertaining to the Governance and Nominating Committee shall be governed
      by its Charter, a copy of which shall be annexed to these By-Laws and the
      provisions of which shall have the same force and effect as the other provisions
      of these By-Laws.




(e) Trust
      Committee. The
      Trust Committee shall consist of at least four directors. It shall meet at
      least
      quarterly to review and ratify the minutes of the meetings of the Officers'
      Trust Committee. It may meet more frequently, at the call of the Chief Executive
      Officer, to review such other trust department matters as may be
      appropriate.




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ARTICLE
      5


RESIGNATIONS
      AND REMOVALS




Any
      Director or Officer of the Bank may resign at any time by giving written notice
      to the Board of Directors, or to the Chairman of the Board, or to the Chief
      Executive Officer. Any such resignations shall take effect at the time specified
      therein, or, if the time be not specified therein, upon its acceptance by the
      Board of Directors.




The
      stockholders, at any meeting called for the purpose, by vote of a majority
      of
      the stock issued and outstanding, may remove from office any Director or other
      officer elected or appointed by the stockholders or Board of Directors and
      elect
      or appoint his successor. The Board of Directors, by vote of not less than
      a
      majority of the entire Board, may remove from office any officer or agent
      elected or appointed by it.





ARTICLE
      6


VACANCIES




If
      the
      office of any Director or Officer or agent becomes vacant by reason of death,
      resignation, removal, disqualification or otherwise, the Board of Directors
      may,
      by vote of a majority of a quorum, choose a successor or successors who shall
      hold office for the unexpired term. Vacancies in the Board of Directors may
      be
      filled for the unexpired term by the stockholders at a meeting called for that
      purpose unless such vacancy shall have been filled by the directors. Vacancies
      resulting from an increase in the number of Directors may be filled in the
      same
      manner.





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ARTICLE
      7


CORPORATE
      STOCK




Section
      1.   Certificates. Every
      stockholder shall be entitled to a certificate or certificates of stock of
      the
      Bank in such form as may be presented by the Board of Directors, duly numbered
      and sealed with the corporate seal of the Bank and setting forth the number
      and
      kind of shares. Such certificates shall be signed by the Chief Executive Officer
      or President and the Cashier or Assistant Cashier. All certificates exchanged
      or
      returned to the Bank shall be marked "cancelled" by the Cashier, with the date
      of cancellation.




Section
      2.   Transfers. Shares
      of stock may be transferred by delivery of the certificates or by a written
      power of attorney to sell, assign and transfer the same on the books of the
      Bank, signed by the person appearing by the certificate to be the owner of
      the
      shares represented thereby, together with all necessary federal and state
      transfer tax stamps affixed, and shall be transferable on the books of the
      Bank
      upon surrender thereof so assigned or endorsed. The person registered on the
      books of the bank as the owner of any shares of stock shall be entitled to
      all
      rights of ownership with respect to such shares. It shall be the duty of every
      stockholder to notify the Bank of his post office address. The Board of
      Directors, in its discretion, may appoint such registration or transfer agents
      of the stock of the Bank as it deems necessary.




Section
      3.   Transfer
      Books and Record Date. The
      transfer books of the stock of the Bank may be closed for such period, not
      exceeding 60 days, in anticipation of stockholders meetings, or the payment
      of
      any dividend, or the making of any distribution, or the delivery of evidences
      of
      rights or evidences of interests arising out of any change, conversion or
      exchange of capital stock, as the Board of Directors may determine. In lieu
      of
      closing the transfer books, the Board of Directors may fix a day or not more
      than 60 days prior to the day of holding any meeting of stockholders, or prior
      to the date fixed for the payment of any dividend, or the making of any
      distribution, or for the delivery of evidences of rights or evidences of
      interests arising out of any change, conversion or exchange of capital stock,
      as
      the day as of which stockholders entitled to notice of and to vote at such
      meeting, or to receive any such dividend, distribution, rights, or interests,
      shall be determined; and only stockholders of record on such day shall be
      entitled to notice of or to vote at such meeting, or to receive such dividend,
      distribution, rights or interests.




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Section
      4.   Loss
      of Certificates. In case
      of the loss, mutilation or destruction of a certificate of stock, a duplicate
      may be issued upon such terms as the Board of Directors shall
      prescribe.




ARTICLE
      8


DIVIDENDS




Dividends
      shall be declared and paid in such form, at such times, and in such amounts
      as
      the Board of Directors may, in its absolute discretion, determine and designate,
      subject to the restrictions and limitations imposed by law.





ARTICLE
      9


PREEMPTIVE
      RIGHTS




Notwithstanding
      anything to the contrary contained in section 6021 of the Banking Law, the
      shareholders shall not have preemptive rights.





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ARTICLE
      10


INDEMNIFICATION




Any
      person made or threatened to be made a party to any action or proceeding,
      whether civil or criminal, by reason of the fact that he, his testator or
      intestate, is or was a director or officer of the Bank or served any other
      corporation, partnership, joint venture, trust, employee benefit plan or other
      enterprise in any capacity at the request of the Bank, shall be indemnified
      by
      the Bank against judgments, fines, amounts paid in settlement and reasonable
      expenses, including attorneys' fees actually and necessarily incurred as a
      result of such action or proceeding, or any appeal therein, to the fullest
      extent permitted under Title 7 of the Banking Law. The Board of Directors may
      also, in its discretion, cause the Bank to maintain insurance for the
      indemnification of directors and officers as permitted under Section 7023 of
      the
      Banking Law.





ARTICLE
      11


AMENDMENTS




These
      By-Laws may be amended, added to or repealed by the affirmative vote of
      two-thirds of the entire Board of Directors at any meeting of the Board,
      provided written notice of the proposed change is given not less than eight
      nor
      more than twelve days before the meeting, or such notice is waived in
      writing.





ARTICLE
      12


MISCELLANEOUS




Section
      1.   Principal
      Office. The
      principal office of the Bank shall be located at One East Main Street,
      Smithtown, Town of Smithtown, Suffolk County, New York.




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Section
      2.   Seal. The Bank
      shall have a seal with the name of the corporation, the year of its
      organization, words "Corporate Seal" and the state of its incorporation
      thereon.




Section
      3.   Minute
      Book. The
      Certificate of Incorporation of the Bank and all amendments thereto, the By-Laws
      and any amendments thereto, the proceedings of all regular and special meetings
      of the stockholders and Directors, including returns of inspectors of elections,
      and the reports of all standing and special committees shall be recorded in
      a
      Minute Book, which shall remain in the care and custody of the Cashier. The
      minutes of all meetings of the Board of Directors shall be signed by the
      Secretary of the Board, and the minutes of all meetings of the stockholders
      shall be signed by the Secretary of the meeting.




Section
      4.   Expenses. All the
      current expenses of the Bank shall be paid by the Comptroller, and the same
      shall be examined and approved by the Board of Directors.




Section
      5.   Fiscal
      Year. The
      fiscal year of the Bank shall be the calendar year.




Section
      6.   Fidelity
      Bonds. The
      Board of Directors may require fidelity bonds of any or all officers, clerks
      and
      employees, and may require new and additional bonds at any time.




Section
      7.   Parliamentary
      Procedure. Unless
      otherwise provided herein or by resolution of the Board of Directors, Robert's
      Rules of Order, Revised, shall govern the procedure at all meetings of the
      stockholders and Board of Directors.




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