Exhibit
3.2






JAMES
RIVER COAL COMPANY


AMENDED
AND RESTATED BYLAWS





Adopted
May 7, 2004


(as
amended August 22, 2006 to amend Section 2.2 to set number of directors at
7)


(as
amended November 3, 2006 to amend Section 2.2 to set number of directors at
6)


(as
amended August 7, 2007 to amend Section 3.4 to allow shorter notice period for
committee meetings)


(as
amended April 28, 2009 to amend Section 2.2 to set number of directors at
5)







ARTICLE
I


MEETINGS
OF SHAREHOLDERS




1.1 Place and Time of
Meetings. Meetings of shareholders shall be held at the principal office
of the Corporation or at such place, either within or without the Commonwealth
of Virginia, and at such time as may be provided in the notice of the meeting
and approved by the Board of Directors.




1.2 Organization and Order of
Business. The Chairman or, in the Chairman’s absence, the President shall
serve as chairman at all meetings of the shareholders. In the absence of both of
the foregoing persons or if both of them decline to serve, a majority of the
shares entitled to vote at a meeting may appoint any person entitled to vote at
the meeting to act as chairman. The Secretary or, in the Secretary’s absence, an
Assistant Secretary, shall act as secretary at all meetings of the shareholders.
In the event that neither the Secretary nor an Assistant Secretary is present,
the chairman of the meeting may appoint any person to act as secretary of the
meeting.




The
Chairman shall have the authority to make such rules and regulations, to
establish such procedures and to take such steps as he or she may deem necessary
or desirable for the proper conduct of each meeting of the shareholders,
including, without limitation, the authority to make the agenda and to establish
procedures for (i) dismissing of business not properly presented, (ii)
maintaining of order and safety, (iii) placing limitations on the time allotted
to questions or comments on the affairs of the Corporation, (iv) placing
restrictions on attendance at a meeting by persons or classes of persons
who are not shareholders or their proxies, (v) restricting entry to a
meeting after the time prescribed for the commencement thereof and (vi)
commencing, conducting and closing voting on any matter.




Any
business which might properly have been conducted on an original meeting date
may come before an adjourned meeting when reconvened.




1.3 Annual Meeting. The annual
meeting of shareholders shall be held on such day and convening at such time as
shall be determined by the Board of Directors of the Corporation.




At each
annual meeting of shareholders, only such business shall be conducted as is
proper to consider and has been brought before the meeting (i) pursuant to the
Corporation’s notice of the meeting, (ii) by or at the direction of the Board of
Directors or (iii) by a shareholder who is a shareholder of record of a class of
shares entitled to vote on the business such shareholder is proposing and who is
such a shareholder of record, both at the time of the giving of the
shareholder’s notice hereinafter described in this Section 1.3 and on the
record date for such annual meeting, and who complies with the notice procedures
set forth in this Section 1.3.




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In order
to bring before an annual meeting of shareholders any business which may
properly be considered and which a shareholder has not sought to have included
in the Corporation’s proxy statement for the meeting, a shareholder who meets
the requirements set forth in the preceding paragraph must give the Corporation
timely written notice. To be timely, a shareholder’s notice must be given,
either by personal delivery to the Secretary or an Assistant Secretary at the
principal office of the Corporation or by first class United States mail, with
postage thereon prepaid, addressed to the Secretary at the principal office of
the Corporation. Any such notice must be received not less than 90 days before
the date of the meeting.




Each such
shareholder’s notice shall set forth as to each matter the shareholder proposes
to bring before the annual meeting (i) the name and address, as they appear on
the Corporation’s stock transfer books, of the shareholder proposing business,
(ii) the class and number of shares of stock of the Corporation beneficially
owned by such shareholder, (iii) a representation that such shareholder is a
shareholder of record at the time of the giving of the notice and intends to
appear in person or by proxy at the meeting to present the business specified in
the notice, (iv) a brief description of the business desired to be brought
before the meeting, including the complete text of any resolutions to be
presented and the reasons for wanting to conduct such business and (v) any
interest which the shareholder may have in such business.




The
Secretary or Assistant Secretary shall deliver each shareholder’s notice that
has been timely received to the Chairman for review.




Notwithstanding
the foregoing provisions of this Section 1.3, a shareholder seeking to have a
proposal included in the Corporation’s proxy statement for an annual meeting of
shareholders shall comply with the requirements of Regulation 14A under the
Securities Exchange Act of 1934, as amended from time to time, or with any
successor regulation.





The
Chairman of the annual meeting shall, if the facts warrant, determine and
declare at the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this Section 1.3 and, if he should so
determine, he shall so declare at the meeting that any such business not
properly brought before the meeting shall not be transacted.




1.4 Special Meetings. Special
meetings of the shareholders may be called only by the Chairman, the President
or the Board of Directors. Only business within the purpose or purposes
described in the notice for a special meeting of shareholders may be conducted
at the meeting.




1.5 Record Dates. The Board of
Directors shall fix, in advance, a record date to make a determination of
shareholders entitled to notice of or to vote at any meeting of shareholders or
to receive any dividend or for any purpose, such date to be not more than 70
days before the meeting or action requiring a determination of
shareholders.  If not otherwise fixed pursuant to the foregoing
sentence, the record date shall be the close of business on the day before the
effective date of the notice to shareholders.




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When a
determination of shareholders entitled to notice of or to vote at any meeting of
shareholders has been made, such determination shall be effective for any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it shall do if the meeting is adjourned to a date more than 120 days
after the date fixed for the original meeting.




1.6 Notice of Meetings.
Written notice stating the place, day and time of each meeting of shareholders
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be given not less than 10 nor more than 60 days before
the date of the meeting (except when a different time is required in these
Bylaws or by law) to each shareholder of record entitled to vote at such
meeting. Such notice shall be deemed to be effective when sent, via mail, email,
messenger, telecopy, telegraph or other means of written notice.




Notice of
a shareholder’s meeting to act on (i) an amendment of the Articles of
Incorporation, (ii) a plan of merger, share exchange, domestication or entity
conversion, (iii) the sale, lease, exchange or other disposition of all or
substantially all the property of the Corporation otherwise than in the usual
and regular course of business or (iv) the dissolution of the Corporation, shall
be given, in the manner provided above, not less than 25 nor more than 60 days
before the date of the meeting. Any notice given pursuant to this
section shall state that the purpose, or one of the purposes, of the
meeting is to consider such action and shall be accompanied by (x) a copy of the
proposed amendment, (y) a copy of the proposed plan of merger, share exchange,
domestication or entity conversion or (z) a summary of the agreement
pursuant to which the proposed transaction will be effected. If only a summary
of the agreement is sent to the shareholders, the Corporation shall also send a
copy of the agreement to any shareholder who requests it.




If a
meeting is adjourned to a different date, time or place, notice need not be
given if the new date, time or place is announced at the meeting before
adjournment. However, if a new record date for an adjourned meeting is fixed,
notice of the adjourned meeting shall be given to shareholders as of the new
record date unless a court provides otherwise.




Notwithstanding
the foregoing, no notice of a meeting of shareholders need be given to a
shareholder if (i) an annual report and proxy statements for two consecutive
annual meetings of shareholders or (ii) all, and at least two, checks in payment
of dividends or interest on securities during a 12-month period, have been sent
by first-class United States mail, with postage thereon prepaid, addressed to
the shareholder at his or her address as it appears on the share transfer books
of the Corporation, and returned undeliverable. The obligation of the
Corporation to give notice of meetings of shareholders to any such shareholder
shall be reinstated once the Corporation has received a new address for such
shareholder for entry on its share transfer books.




1.7 Waiver of Notice; Attendance at
Meeting. A shareholder may waive any notice required by law, the Articles
of Incorporation or these Bylaws before or after the date and time of the
meeting that is the subject of such notice. The waiver shall be in writing, be
signed by the shareholder entitled to the notice and be delivered to the
Secretary for inclusion in the minutes or filing with the corporate
records.




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A
shareholder’s attendance at a meeting (i) waives objection to lack of notice or
defective notice of the meeting unless the shareholder, at the beginning of the
meeting, objects to holding the meeting or transacting business at the meeting
and (ii) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice
unless the shareholder objects to considering the matter when it is
presented.




1.8 Quorum and Voting
Requirements.
Unless otherwise required by law, a majority of the votes entitled to be cast on
a matter constitutes a quorum for action on that matter. Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or shall be set for that adjourned meeting.
If a quorum exists, action on a matter, other than the election of directors, is
approved if the votes cast favoring the action exceed the votes cast opposing
the action unless a greater number of affirmative votes is required by law.
Directors shall be elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present. Less
than a quorum may adjourn a meeting.




1.9 Proxies. A shareholder may
vote his or her shares in person or by proxy. A shareholder may appoint a proxy
to vote or otherwise act for such shareholder by signing an appointment form,
either personally or by his or her attorney-in-fact. An appointment of a proxy
is effective when received by the Secretary or other officer or agent authorized
to tabulate votes and is valid for eleven (11) months unless a longer period is
expressly provided in the appointment form. An appointment of a proxy is
revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an
interest.




The death
or incapacity of the shareholder appointing a proxy does not affect the right of
the Corporation to accept the proxy’s authority unless notice of the death or
incapacity is received by the Secretary or other officer or agent authorized to
tabulate votes before the proxy exercises his or her authority under the
appointment. An irrevocable appointment is revoked when the interest with which
it is coupled is extinguished. A transferee for value of shares subject to an
irrevocable appointment may revoke the appointment if the transferee did not
know of its existence when the shares were acquired and the existence of the
irrevocable appointment was not noted conspicuously on the certificate
representing the shares or on the information statement for shares without
certificates. Subject to any legal limitations on the right of the Corporation
to accept the vote or other action of a proxy and to any express limitation on
the proxy’s authority appearing on the face of the appointment form, the
Corporation is entitled to accept the proxy’s vote or other action as that
of the shareholder making the appointment. Any fiduciary who is entitled to
vote any shares may vote such shares by proxy.




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1.10 Voting List. The officer
or agent having charge of the share transfer books of the Corporation shall
make, at least ten days before each meeting of shareholders, a complete list of
the shareholders entitled to vote at such meeting or any adjournment thereof,
with the address of and the number of shares held by each. For a period of ten
days prior to the meeting, such list shall be kept on file at the
registered office of the Corporation or at its principal office or at the office
of its transfer agent or registrar and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting for
the purpose thereof. The original share transfer books shall be prima facie
evidence as to which shareholders are entitled to examine such list or transfer
books or to vote at any meeting of the shareholders. The right of a shareholder
to inspect such list prior to the meeting shall be subject to the conditions and
limitations set forth by law. If the requirements of this section have not
been substantially complied with, the meeting shall, on the demand of any
shareholder in person or by proxy, be adjourned until such requirements are met.
Refusal or failure to prepare or make available the shareholders’ list does not
affect the validity of action taken at the meeting prior to the making of any
such demand, but any action taken by the shareholders after the making of any
such demand shall be invalid and of no effect.




ARTICLE
II


DIRECTORS




2.1 General Powers. The Corporation
shall have a Board of Directors. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation managed
under the direction of, its Board of Directors, and such officers and agents as
the Board of Directors may elect to employ, subject to any limitation set forth
in the Articles of Incorporation.




2.2 Number and Term. The
number of directors shall be five (5). This number may be increased or decreased
from time to time by amendment to these Bylaws to the extent permitted by law
and by the Corporation’s Articles of Incorporation. Except as provided in
Section 2.5, directors shall be elected for terms of up to three (3) years in
the manner set forth in the Articles of Incorporation and shall serve until the
election of their successors. No decrease in the number of directors shall have
the effect of changing the term of any incumbent director. Unless a director
resigns or is removed by the majority vote of the shareholders, every director
shall hold office for the term elected or until a successor to such director
shall have been elected.




2.3 Nomination of Directors.Nominations for the election of directors may be made by the Board of
Directors or by any shareholder entitled to vote in the election of directors
generally. However, any such shareholder may nominate one or more persons for
election as directors at a meeting only if written notice of such shareholder’s
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be held at an
annual meeting of shareholders, 120 days in advance of such meeting or (ii) with
respect to a special meeting of shareholders for the election of directors, the
close of business on the seventh day following the date on which notice of such
meeting is first given to shareholders.




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Each such
notice shall set forth: (a) the name and address of the shareholder who intends
to make the nomination and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had
the nominee been nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a director of the
Corporation if so elected. The Chairman may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing
procedure.




2.4 Election.Except as
provided in Section 2.5, the directors shall be elected by the holders of the
common shares at each annual meeting of shareholders or at a special meeting
called for such purpose. Those persons who receive the greatest number of votes
shall be deemed elected even though they do not receive a majority of the votes
cast. No individual shall be named or elected as a director without such
individual’s prior consent.




2.5 Removal; Vacancies.The
shareholders may remove one or more directors with or without cause. If a
director is elected by a voting group, only the shareholders of that voting
group may elect to remove the director. Unless the Articles of Incorporation
require a greater vote, a director may be removed if the number of votes cast to
remove the director constitutes a majority of the votes entitled to be cast at
an election of directors of the voting group or voting groups by which such
director was elected. A director may be removed by the shareholders only at a
meeting called for the purpose of removing such director and the meeting notice
must state that the purpose, or one of the purposes, of the meeting is removal
of the director.




A vacancy
on the Board of Directors, including a vacancy resulting from the removal of a
director or an increase in the number of directors, may be filled by (i) the
shareholders, (ii) the Board of Directors or (iii) if the directors remaining in
office constitute fewer than a quorum of the Board of Directors, the affirmative
vote of a majority of the remaining directors, and may, in the case of a
resignation that will become effective at a specified later date, be filled
before the vacancy occurs, but the new director may not take office until
the vacancy occurs. Any director elected by the Board of Directors shall serve
until the next annual meeting of shareholders or until the election of a
successor to such director.




2.6 Regular
Meetings.  Regular meetings shall be held at such times and at
such places, within or without the Commonwealth of Virginia, as the Chairman,
the President or the Board of Directors shall designate from time to time. If no
place is designated, regular meetings shall be held at the principal office of
the Corporation.




2.7 Special Meetings. Special
meetings of the Board of Directors may be called by the President, the Board of
Directors or any two Directors of the Corporation and shall be held at such
times and at such places, within or without the Commonwealth of Virginia, as the
person or persons calling the meetings shall designate. If no such place is
designated in the notice of a meeting, it shall be held at the principal office
of the Corporation.




2.8 Notice of Meetings. No
notice need be given of regular meetings of the Board of Directors if the time
and place have been given at a previous meeting.




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Subject
to applicable law, notices of special meetings of the Board of Directors (and
regular meetings of the Board of Directors for which prior notice has not been
given) shall be given to each director in person or delivered to his or her
residence or business address (or such other place as the director may have
directed in writing) not less than twenty-four (24) hours before the meeting, by
mail, email, messenger, telecopy, telegraph or other means of written
communication or by telephoning such notice to the director. Any such notice
shall set forth the time and place of the meeting.




2.9 Waiver of Notice; Attendance at
Meeting. A
director may waive any notice required by law, the Articles of Incorporation or
these Bylaws before or after the date and time stated in the notice and such
waiver shall be equivalent to the giving of such notice. Except as provided in
the next paragraph of this section, the waiver shall be in writing, signed by
the director entitled to the notice and filed with the minutes or corporate
records.




A
director’s attendance at or participation in a meeting waives any required
notice to such director of the meeting unless the director, at the beginning of
the meeting or promptly upon arrival, objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.




2.10 Quorum; Voting.A majority of the
number of directors fixed in these Bylaws shall constitute a quorum for the
transaction of business at a meeting of the Board of Directors. If a quorum is
present when a vote is taken, the affirmative vote of a majority of the
directors present is the act of the Board of Directors. A director who is
present at a meeting of the Board of Directors or a committee of the Board of
Directors when corporate action is taken is deemed to have assented to the
action taken unless (i) the director objects, at the beginning of the meeting or
promptly upon arrival, to holding it or transacting specified business at the
meeting or (ii) the director votes against or abstains from the action
taken.




2.11 Telephonic Meetings. The
Board of Directors may permit any or all directors to participate in a regular
or special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting.




2.12 Action Without Meeting.
Action required or permitted to be taken at a meeting of the Board of Directors
may be taken without a meeting if the action is taken by all members of the
Board. The action shall be evidenced by one or more written consents stating the
action taken, signed by each director either before or after the action is taken
and included in the minutes or filed with the corporate records. Action taken
under this section shall be effective when the last director signs the consent
unless the consent specifies a different effective date in which event the
action taken is effective as of the date specified therein provided the consent
states the date of execution by each director.




2.13 Compensation. Directors
shall not receive a stated salary for their services, but directors may be paid
a fixed sum and expenses for attendance at any regular or special meeting of the
Board of Directors or any meeting of any Committee and such other compensation
as the Board of Directors shall determine. A director may serve or be employed
by the Corporation in any other capacity and receive compensation
thereafter.




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2.14 Chairman and Vice
Chairman. The Chairman of the Board, if one is designated by the Board of
Directors, shall preside at all meetings of the Board and of shareholders and
perform such other duties as the Board shall assign from time to time. The Vice
Chairman of the Board, if one is designated by the Board of Directors, shall at
the request of or in the absence of the Chairman of the Board, preside at
meetings of the Board and of shareholders and, when requested to do so by the
Board, shall perform all of the functions of the Chairman of the Board during
the absence or incapacity of the latter.




ARTICLE
III


COMMITTEES
OF DIRECTORS




3.1 Committees.The Board of
Directors may create one or more committees and appoint members of the Board of
Directors to serve on them. Unless otherwise provided in these Bylaws, each
committee shall have two or more members who serve at the pleasure of the Board
of Directors. The creation of a committee and appointment of members to it shall
be approved by a majority of all of the directors in office when the action is
taken.




3.2 Authority of Committees.
To the extent specified by the Board of Directors, each committee may exercise
the authority of the Board of Directors, except that a committee may not (i)
approve or recommend to shareholders action that is required by law to be
approved by shareholders, (ii) fill vacancies on the Board of Directors or on
any of its committees, (iii) amend the Articles of Incorporation, (iv) adopt,
amend, or repeal these Bylaws, (v) approve a plan of merger not requiring
shareholder approval, (vi) authorize or approve a distribution, except according
to a general formula or method prescribed by the Board of Directors or (vii)
authorize or approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences, and limitations of a
class or series of shares, except that the Board of Directors may authorize a
committee, or a senior executive officer of the Corporation, to do so within
limits specifically prescribed by the Board of Directors.





3.3 Audit Committee.The Board
of Directors shall appoint an Audit Committee, which shall be composed of at
least three members of the Board, all of whom have no relationship to the
Corporation that would, in the opinion of the Board of Directors, interfere with
the exercise of their independence from management and the Corporation. In
addition, the members of the Committee shall satisfy the requirements for audit
committee membership imposed by any stock exchange or association on which the
Corporation’s common stock is listed on audit committees of listed public
companies and any eligibility requirements of the Securities and Exchange
Commission with regard to companies whose securities are registered under the
Securities Exchange Act of 1934, as amended. The Audit Committee shall assist
the Board of Directors in fulfilling its responsibility relating to the
corporate accounting and reporting practices of the Corporation. Subject to the
approval of the Board of Directors, the Audit Committee shall adopt and from
time to time assess and revise a written charter which will specify how the
Committee will carry out its responsibilities and such other matters as the
Board and the Audit Committee determine are necessary or desirable.





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3.4 Committee Meetings; Miscellaneous. The
provisions of these Bylaws which govern meetings, action without meetings,
notice and waiver of notice, and quorum and voting requirements of the Board of
Directors shall apply to committees of directors and their members as
well.  Notwithstanding the foregoing, the Board may provide for a
notice period for meetings of any committee of the Board that is shorter than
the notice period required for a Board meeting in Section 2.8 of these
Bylaws.





ARTICLE
IV


OFFICERS




4.1 Officers. The officers of the
Corporation shall be a President, a Secretary, a Chief Accounting Officer, and,
in the discretion of the Board of Directors or the President, one or more
Vice-Presidents and such other officers as may be deemed necessary or advisable
to carry on the business of the Corporation. Any two or more offices may be held
by the same person.




4.2 Election; Term. Officers
shall be elected by the Board of Directors. The President may, from time to
time, appoint other officers. Officers elected by the Board of Directors shall
hold office, unless sooner removed, until the next annual meeting of the Board
of Directors or until their successors are elected. Officers appointed by the
President shall hold office, unless sooner removed, until their successors are
appointed. The action of the President in appointing officers shall be reported
to the next regular meeting of the Board of Directors after it is taken. Any
officer may resign at any time upon written notice to the Board of Directors or
the President and such resignation shall be effective when notice is delivered
unless the notice specifies a later effective date.




4.3 Removal of Officers. The
Board of Directors may remove any officer at any time, with or without cause.
The President may remove any officer he appointed by the President at any time,
with or without cause. Such action shall be reported to the next regular meeting
of the Board of Directors after it is taken.




4.4 Duties of the President.
The President shall be the Chief Executive Officer of the
Corporation.  In the absence of the Chairman of the Board and the Vice
Chairman of the Board, the President, shall preside at all meetings of the Board
of Directors and shareholders, shall have power to call special meetings of the
shareholders and directors for any purpose; may hire, appoint and discharge
employees and agents of the Corporation and fix their compensation; may make and
sign deeds, mortgages, deeds of trust, notes, leases, powers of attorney,
contracts and agreements in the name and on behalf of the Corporation; shall
have power to carry into effect all directions of the Board of Directors; and
shall have general supervision of the business of the Corporation, except as may
be limited by the Board of Directors, the Articles of Incorporation, or
these bylaws.




4.5 Duties of the Vice
President. Such Vice Presidents, in the order designated by the Board of
Directors from time to time, shall exercise all of the functions of the
President during the absence or incapacity of the latter and shall perform such
other duties as may be assigned to them by the Board of Directors or the
President.




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4.6 Duties of the Secretary.
The Secretary shall be the ex-officio clerk of the Board of Directors and shall
give, or cause to be given, notices of all meetings of shareholders and
directors, and all other notices required by law or by these Bylaws. The
Secretary shall record the proceedings of the meetings of the shareholders,
Board of Directors and committees of the Board of Directors, in books kept for
that purpose and shall keep the seal of the Corporation and attach it to all
documents requiring such impression unless some other officer is designated to
do so by the Board of Directors. The Secretary shall also perform such other
duties as may be assigned by the Board of Directors or the
President.




4.7 Duties of the Chief Accounting
Officer. The Chief Accounting Officer shall keep or cause to be kept full
and accurate books of account, and may make and sign deeds, mortgages, deeds of
trust, notes, leases, contracts and agreements in the name and on behalf of the
Corporation. Whenever required by the Board of Directors or the President, the
Chief Accounting Officer shall render a financial statement showing all
transactions of the Corporation and the financial condition of the
Corporation.




4.8 Duties of the Assistant
Secretary. There may be one or more Assistant Secretaries who shall
exercise all of the functions of the Secretary during the absence or incapacity
of the latter and such other duties as may be assigned from time to time by the
Board of Directors or the President.




4.9 Duties of Other Officers.
The other officers of the Corporation, which may include Assistant Vice
Presidents, a Treasurer, Assistant Treasurers, a Controller or Assistant
Controllers, shall have such authority and perform such duties as shall be
prescribed by the Board of Directors or by officers authorized by the Board of
Directors to appoint them to their respective offices. To the extent that such
duties are not so stated, such officers shall have such authority and perform
the duties which generally pertain to their respective offices, subject to the
control of the President or the Board of Directors.




4.10 Voting Securities of Other
Corporations. Unless otherwise provided by the Board of Directors, each
of the President, in the name and on behalf of the Corporation, may appoint from
time to time himself or herself or any other person (or persons) proxy, attorney
or agent for the Corporation to cast the votes which the Corporation may be
entitled to cast as a shareholder, member or otherwise in any other corporation,
partnership or other legal entity, domestic or foreign, whose stock, interests
or other securities are held by the Corporation, or to consent in writing
to any action by such other entity, or to exercise any or all other powers of
this Corporation as the holder of the stock, interests or other securities of
such other entity.  The President may instruct the person or persons
so appointed as to the manner of casting such votes or giving such consent and
may execute or cause to be executed on behalf of the Corporation and under its
corporate seal such written proxies, consents, waivers, or other instruments as
may be deemed necessary or proper. The President may attend any meeting of the
holders of stock, interests or other securities of any such other entity and
vote or exercise any or all other powers of this Corporation as the holder of
the stock, interest or other securities of such other entity.




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4.11 Compensation. The
compensation of all officers of the Corporation shall be fixed by the Board of
Directors or a committee thereof.




4.12 Bonds. The Board of
Directors may require that any or all officers, employees and agents of the
Corporation give bond to the Corporation, with sufficient sureties, conditioned
upon the faithful performance of the duties of their respective offices or
positions.




ARTICLE
V


EVIDENCE
OF SHARES




5.1 Form. Shares of the
Corporation shall, when fully paid, be evidenced by certificates containing such
information as is required by law and approved by the Board of Directors.
Alternatively, the Board of Directors may authorize the issuance of some or all
shares without certificates. In such event, within a reasonable time after
issuance, the Corporation shall mail to the shareholder a written confirmation
of its records with respect to such shares containing the information required
by law. When issued, certificates shall be signed by the Chairman of the Board,
the President or a Vice President designated by the Board and the Secretary or
an Assistant Secretary and may (but need not) be sealed with the seal of the
Corporation. The seal of the Corporation and any or all of the signatures on a
share certificate may be facsimile. If any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such officer, transfer agent or registrar on the date
of issue.




5.2 Transfer. The Board of
Directors may make rules and regulations concerning the issue, registration and
transfer of shares and/or certificates representing the shares of the
Corporation. Transfers of shares and/or of the certificates representing such
shares shall be made upon the books of the Corporation by surrender of the
certificates representing such shares, if any, accompanied by written
assignments given by the record owners thereof or their
attorneys-in-fact.




5.3 Restrictions on Transfer.
A lawful restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction complies with the requirements of law and its existence is noted
conspicuously on the front or back of any certificate representing the shares or
has been otherwise communicated in accordance with the requirements of
law.  Unless so noted or communicated, a restriction is not
enforceable against a person without knowledge of the restriction.




5.4 Lost or Destroyed Share
Certificates. The Corporation may issue a new share certificate or a
written confirmation of its records with respect to shares in the place of any
certificate theretofore issued which is alleged to have been lost or destroyed
and may require the owner of such certificate, or such owner’s legal
representative, to give the Corporation a bond, with or without surety, or such
other agreement, undertaking or security as the Board of Directors shall
determine is appropriate, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss or destruction or the
issuance of any such new certificate.




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5.5 Registered Shareholders.
The Corporation shall be entitled to treat the holder of record of any share or
shares of stock as the owner thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person. The Corporation shall not be liable for
registering any transfer of shares which are registered in the name of a
fiduciary unless done with actual knowledge of facts which would cause the
Corporation’s action in registering the transfer to amount to bad
faith.




ARTICLE
VI


INDEMNIFICATION




6.1Extent of
Indemnification.To the full extent that
the Virginia Stock Corporation Act, as it exists on the date hereof or may
hereafter be amended, permits the limitation or elimination of the liability of
directors or officers, a director or officer of the Corporation shall not be
liable to the Corporation or its stockholders for monetary damages.






To the
full extent permitted and in the manner prescribed by the Virginia Stock
Corporation Act and any other applicable law, the Corporation shall indemnify a
director or officer of the Corporation who is or was a party to any proceeding
by reason of the fact that he or she is or was such a director or officer or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise. The Board of Directors is empowered
to contract to indemnify any director or officer.




The Board
of Directors is empowered to cause the Corporation to indemnify or contract in
advance to indemnify any person not specified in the preceding paragraph of this
Article 6.1 who was or is a party to any proceeding, by reason of the fact that
he is or was an employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, to the same extent as if such person were specified as one to
whom indemnification is granted in the preceding paragraph of this Article
6.1.




6.2 Insurance.The Corporation
may purchase and maintain insurance to indemnify it against the whole or any
portion of the liability assumed by it in accordance with this Article and may
also procure insurance, in such amounts as the Board of Directors may determine,
on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against any liability asserted against or incurred by such person in any
such capacity or arising from his status as such, whether or not the Corporation
would have power to indemnify him or her against such liability under the
provisions of this Article.




6.3 Miscellaneous.The
provisions of this Article VI shall be applicable to all actions, claims, suits
or proceedings commenced after the adoption hereof, whether arising from any
action taken or failure to act before or after such adoption. No amendment,
modification or repeal of this Article shall diminish the rights provided hereby
or diminish the right to indemnification with respect to any claim, issue or
matter in any then pending or subsequent proceeding that is based in any
material respect on any alleged action or failure to act prior to such
amendment, modification or repeal. Reference herein to directors, officers,
employees or agents shall include former directors, officers, employees and
agents and their respective heirs, executors and administrators.




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ARTICLE
VII


MISCELLANEOUS
PROVISIONS





7.1 Corporate Seal. The
corporate seal of the Corporation, if any, shall be in such form as shall be
approved from time to time by the Board of Directors.




7.2 Fiscal Year. The fiscal
year of the Corporation shall begin on January 1 of each year and end on
December 31 of such year.




7.3 Amendments. The power to
alter, amend or repeal the Bylaws or adopt new bylaws shall be vested in the
Board of Directors unless otherwise provided in the Articles of Incorporation.
Bylaws adopted by the Board of Directors may be repealed or changed or new
bylaws adopted by the shareholders, and the shareholders may prescribe that any
bylaw adopted by them may not be altered, amended or repealed by the Board of
Directors.




7.4 General. Any matters not
specifically covered by these Bylaws shall be governed by the applicable
provisions of the Code of Virginia in force at the time.





Adopted
as of May 7, 2004 (as amended August 22, 2006, November 3, 2006, August 7, 2007
and April 28, 2009)
















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