**Exhibit 3.2**

 

**AMENDED and RESTATED BY-LAWS**

 

**of**

 

**WHEELING ISLANDGAMING, INC.**

 

**(Effective January10, 2003)**

 

 

**ARTICLE I**

**MEETINGS OFSTOCKHOLDERS**

 

1.1                                 *Annual Meetings**.*  Ifdirectors are elected by written consent as permitted by these By-laws andDelaware law, annual meetings of the stockholders need not be held; providedhowever, that unless otherwise required by Delaware law, annual meetings shallbe held following the receipt by the Board of Directors of a written requestfor such a meeting from the holders of ten percent (10%) or more outstandingshares of the corporation entitled to vote. In addition, annual meetings of the stockholders may be held at thediscretion of the Board of Directors. Notice of the time, place and purpose of all stockholders’ meetings maybe waived by attendance at such meeting and by signature of the minutesthereof, which shall provide for the aforesaid waiver.  Unless otherwise provided by statute, allmeetings of stockholders may be held either within or without the state of incorporationof the corporation, with the particular place of the meeting to be establishedat the discretion of the Board of Directors. In the event that annual meetings are not held, the members of the Boardof Directors and all persons elected as officers of the corporation shallcontinue in their respective capacities until such time as the annual meetingis held and new directors and officers are chosen, or such directors andofficers are elected by written consent. The validity of any of the acts of such directors or officers shall beunaffected by the fact that no annual meeting has been held in any particularyear.

 

1.2                                 *Special Meetings*.  Specialmeetings of the stockholders may be called by the Board of Directors, theChairman or the President, and shall be called by the Chairman, President orSecretary upon the written request of a majority of the directors then inoffice or of the holders of a majority of the outstanding shares entitled tovote.  Only business related to thepurposes set forth in the notice of the meeting may be transacted at a specialmeeting.

 

1.3                                 *Place and Time of Meetings**.*  Unless thestate of incorporation of the corporation renders it mandatory that meetings ofstockholders be held in such state, all meetings may be held at the managementoffice of the corporation located at 40 Fountain Plaza, Buffalo, New York14202, or at such other location as the Board of Directors may select.

 

1.4                                 *Notice of Meetings; Waiver ofNotice*.  Written notice of each meeting ofstockholders shall be given to each stockholder entitled to vote at themeeting, except that (a) it shall not be necessary to give notice to anystockholder who submits a signed waiver of notice before or after the meeting,and (b) no notice of an adjourned meeting need be given, except as may berequired by Section 1.7 hereof or by law. Each notice of a meeting shall be given personally or by mail not fewerthan ten (10) nor more than sixty (60) days before the meeting and shall statethe time and place of the meeting and, unless it is the annual meeting, shallstate at whose direction or

 

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request the meeting is called and the purposes forwhich the meeting is called.  If mailed,notice shall be considered given when mailed to a stockholder at his or heraddress as reflected in the corporation’s records.  The attendance of any stockholder at a meeting, withoutprotesting at the beginning of the meeting that the meeting is not lawfullycalled or convened, shall constitute a waiver of notice by such stockholder.

 

1.5                                 *Procedure*.  At eachmeeting of stockholders the order of business and all other matters ofprocedure shall be determined by the person presiding at the meeting.

 

1.6                                 *List of Stockholders*.  Unlessspecifically demanded by any stockholder, it shall not be necessary at anymeeting of the stockholders to produce the list of stockholders entitled tovote at the meeting and the number and class of shares held by each stockholderon the date fixed, if any, for closing the books in order to determine thestockholders of record for purposes of voting. For a period of not fewer than ten (10) days prior to the meeting, thelist of stockholders shall be available during ordinary business hours forinspection by any stockholder for any purpose germane to the meeting.  During this period, the list shall be kepteither (a) at a place within the city where the meeting is to be held, if thatplace shall have been specified in the notice of the meeting, or (b) if not sospecified, at the place where the meeting is to be held.  At the discretion of the Board of Directors,the list may also be made available for inspection by stockholders at the timeand place of the meeting.

 

1.7                                 *Quorum**.*  A majorityof the outstanding shares of the corporation entitled to vote, represented inperson or by proxy, shall constitute a quorum at any meeting ofstockholders.  If less than a majorityof the outstanding shares are represented at a meeting, a majority of theshares so represented may adjourn the meeting from time to time without givingfurther notice; provided that if the adjournment is for more than thirty (30)days, or if after the adjournment a new record date is fixed for the adjournedmeeting, a notice of the adjourned meeting shall be given to each stockholderof record entitled to vote at the meeting. At such adjourned meeting, any business may be transacted which mighthave been transacted at the originally scheduled meeting.  The stockholders present at a duly organizedmeeting at which a quorum was originally present may continue to transactbusiness until adjournment, notwithstanding the withdrawal of so manystockholders during the meeting so as to leave less than a quorum at saidmeeting.

 

1.8                                 *Voting of Shares; Proxies*.  Eachoutstanding share entitled to vote shall be entitled to one vote upon eachmatter submitted to a vote at any meeting of the stockholders.  Corporate action to be taken by stockholdervote, other than the election of directors, shall be authorized by a majorityof the votes cast at a meeting of stockholders, except as otherwise provided bylaw or these By-laws.  Except to theextent otherwise required by law, directors elected at any meeting ofstockholders shall be elected by a plurality of the votes cast.  Voting need not be by ballot, unlessrequested by a majority of the stockholders entitled to vote at the meeting orordered by the person presiding at the meeting.  Each stockholder entitled to vote at any meeting of stockholders,or to express consent to or dissent from corporate action in writing without ameeting, may authorize another person to act for him or her by proxy.  No proxy shall be valid after three (3)years from its date, unless it provides otherwise.  There shall be no right of cumulative voting.

 

1.9                                 *Voting of Shares by CorporateStockholders**.*  Shares ofthe corporation issued to a corporation or other business entity may be votedby such officer, agent or proxy as the by-laws of

 

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such corporation or other business entity mayprescribe or, in the absence of such provision, as the Board of Directors ofsuch corporation or other business entity may determine.  Shares issued by other corporations to thiscorporation may be voted at any stockholders’ meeting of such corporation orother business entity by the Chairman, President, Vice President, Secretary,Assistant Secretary, Treasurer or Assistant Treasurer of this corporationeither in person or by proxy duly executed on behalf of this corporation by anysuch officer.  In the alternative, suchofficer may, on behalf of and in the name of this corporation, consent inwriting to any action taken or to be taken by such other corporation.  It shall not be necessary for the Board ofDirectors to indicate in its minutes any authorization or direction for anysuch officer to vote as aforesaid.  Suchofficer shall vote such shares in a manner which shall, in the exercise ofsound judgment, best further the interests of this corporation.

 

1.10                           *Action by Written Consent withouta Meeting**.*  Any actionrequired or permitted to be taken at a meeting of the stockholders may be takenwithout a meeting, without prior notice, and without a vote, if a consent inwriting setting forth the action so taken shall be signed by such number ofstockholders as is required by Delaware law for the written approval of suchaction.  Such consent may also beexecuted by duly authorized proxies. Prompt notice of the taking of any such action shall be given to thosestockholders who did not consent in writing to such action.

 

1.11                           *Inspectors of Election*.  The Boardof Directors may, in advance of any meeting of the stockholders, appoint one ormore inspectors to act at the meeting or any adjournment thereof.  If inspectors are not so appointed inadvance of the meeting, the person presiding at such meeting may, and on therequest of any stockholder entitled to vote thereat shall, appoint one or moreinspectors.  In case any inspectorappointed fails to appear or act, the vacancy may be filled by appointment madeby the Board of Directors in advance of the meeting or at the meeting by theperson presiding thereat.  Eachinspector, before entering upon the discharge of his or her duties, shall signan oath to faithfully execute the duties of inspector at such meeting withstrict impartiality and to the best of his or her ability.  No person who is a candidate for theposition of director of the corporation shall act as an inspector at anymeeting of the stockholders at which directors are elected.

 

1.12                           *Duties of Inspectors of Election*.  Wheneverone or more inspectors of election are appointed as provided in these By-laws,such inspectors shall determine the number of shares outstanding and entitledto vote, the shares represented at the meeting, the existence of a quorum, andthe validity and effect of proxies, and such inspectors shall receive votes,ballots or consents, hear and determine all challenges and questions arising inconnection with the right to vote, count and tabulate all votes, ballots orconsents, determine the result, and do such acts as are proper to conduct theelection or vote with fairness to all stockholders.

 

1.13                           *Fixing Record Date*.  The recorddate for determining stockholders entitled to notice of or to vote at a meetingof stockholders shall be at the close of business on the day preceding the dayon which notice is given or, if notice is waived, at the close of business onthe day preceding the day on which the meeting is held, except that the Boardof Directors may, by resolution, fix a different record date which shall notprecede the date such resolution is adopted and shall not be more than sixty(60) nor less than ten (10) days before the date of the meeting.  The record date for determining stockholdersentitled to consent to corporate action in writing without a meeting shall beeither the first date on which a signed written consent provided for in theseBy-laws is delivered to the corporation or, if prior action by the Board ofDirectors is required by law, at the close of

 

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business on the day on which the Board of Directorsadopts the resolution taking such prior action, except that the Board ofDirectors may, by resolution, fix a different record date which shall neitherprecede nor be more than ten (10) days after the date such resolution isadopted.

 

The record date for determiningstockholders entitled to receive payment of any dividend or other distribution,or allotment of any rights, or stockholders entitled to exercise any rights inrespect of any change, conversion or exchange of stock, or for the purpose ofany other lawful action, shall be at the close of business on the day on whichthe Board of Directors adopts the resolution relating thereto, except that theBoard of Directors may, by resolution, fix any other record date not more thansixty (60) days prior to such action. Only such stockholders as shall be stockholders of record on the date sofixed shall be entitled to notice of and to vote at such meeting ofstockholders and any adjournment thereof, or to receive payment of suchdividend or such other distribution or allotment of rights, or to exercise suchrights in respect of any such change, conversion or exchange of shares of thestock of the corporation, or to participate in such other action, or to givesuch consent, as the case may be, notwithstanding any transfer of any shares ofthe stock of the corporation on the books of the corporation after any suchrecord date so fixed.  A determinationof stockholders of record entitled to notice of or to vote at any meeting ofstockholders shall apply to any adjournment of the meeting; provided, however,that the Board of Directors may fix a new record date for the adjournedmeeting.

 

**ARTICLE II**

**BOARD OF DIRECTORS**

 

2.1                                 *General Powers**.*  Thebusiness of the corporation shall be managed by the Board of Directors.

 

2.2                                 *Number of Directors and Term ofDirectors**. *Thenumber of directors constituting the entire Board of Directors shall not beless than three (3), except that if all the shares of the corporation are ownedbeneficially and of record by less than three (3) stockholders, the number ofdirectors may be less than three (3) but not less than the number ofstockholders.  The number of directorsmay be changed by resolution of a majority of the Board of Directors or by theholders of a majority of the shares entitled to vote; provided that the numbershall not be less than the minimum number set forth in this Section 2.2.  Any vacancies created by an increase in thenumber of directors shall be filled as hereinafter provided in Section2.4.  Each director shall hold officeuntil the next annual meeting of stockholders and until his or her successor iselected and qualified, subject to Section 2.4. Until such annual meetings of stockholders are held, each director shallcontinue to serve as a director with all of the authority thereof as thoughsuch annual meetings were in fact held and such person were reelected, and thevalidity of any of his or her acts shall be unaffected by the fact that noannual meeting of stockholders may have been held.  As used in these By-laws, the term “entire Board of Directors”means the total number of directors the corporation would have if there were novacancies on the Board of Directors.

 

2.3                                 *Qualifications*.  All of thedirectors of the corporation shall be at least eighteen (18) years of age.  Unless otherwise required by law, directorsneed not be stockholders or officers of the corporation.

 

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2.4                                 *Vacancies; Resignations; Removal**.*  Any vacancyoccurring in the Board of Directors, whether occurring by reason of death,resignation, disqualification, removal or other cause, may be filled for theunexpired term by the affirmative vote of a majority of the remainingdirectors.  If the remaining directorsfail to agree on the filling of any vacancy, or if one or more directorshipsare to be filled by reason of an increase in the number of directors, then ineither of such events new directors shall promptly be elected either by actionof the Board of Directors or at a special or annual meeting of stockholderscalled for that purpose, and such newly elected directors shall hold office forthe term provided in Section 2.2.

 

A resignation from the Board ofDirectors shall be deemed to take effect upon delivery of notice thereof to theSecretary unless some other specific date for the effectiveness thereof isnoted in the resignation.  If theeffective date of resignation is conditioned upon the acceptance or consent of theBoard of Directors, and if no such acceptance or consent is noted in theminutes of any meeting of the Board of Directors, then the effective date shallbe three (3) days after the insertion of a signed notice of resignation in theminute book of the corporation, the date of insertion to be noted on the noticeby the Secretary or any other officer.

 

Unless otherwise provided by law,the Board of Directors or the stockholders, at any regular or special meetingcalled for that purpose, may remove any member of the Board of Directors withor without cause.

 

2.5                                 *Quorum and Manner of Acting**. *A majority of the entireBoard of Directors shall constitute a quorum for the transaction of business atany meeting of the Board of Directors. Action of the Board of Directors shall be authorized by the vote of themajority of the directors present at the time of the vote, if there is aquorum, unless otherwise provided by law or these By-laws.  In the absence of a quorum, a majority ofthe directors present may adjourn any meeting to another time and place withoutnotice other than announcement at the meeting of the time and place to whichthe meeting is adjourned.

 

2.6                                 *Procedure*.  The orderof business and all other matters of procedure at every meeting of the Board ofDirectors shall be determined by the person presiding at the meeting.

 

2.7                                 *Place of Meetings*.  Unlessotherwise provided by law, all meetings of the Board of Directors may be heldeither in or out of the state of incorporation of the corporation, with theparticular place of meeting to be at the discretion of the Board of Directors.

 

2.8                                 *Annual and Regular Meetings*.  Annualmeetings of the Board of Directors, for the election of officers andconsideration of other matters, shall be held without notice immediately afterthe annual meeting of stockholders and at the same place, or as soon aspracticable after the annual meeting of stockholders and on notice as providedin Section 2.10.  Regular meetings ofthe Board of Directors may be held without notice at such times and places asthe Board of Directors determines.

 

2.9                                 *Special Meetings*.  Specialmeetings of the Board of Directors may be called by the Chairman, the Presidentor by a majority of the directors.

 

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2.10                           *Notice of Meetings; Waiver ofNotice*.  Notice of the time and place of each specialmeeting of the Board of Directors, and of each annual meeting not heldimmediately after the annual meeting of stockholders and at the same place,shall be given to each director by mailing it to him or her at his or herresidence or usual place of business at least three (3) days before themeeting, or by delivering or telephoning the notice to him or her at least two(2) days before the meeting.  Notice ofa special meeting also shall state the purposes for which the meeting iscalled.  Notice need not be given to anydirector who submits a signed waiver of notice before or after the meeting orwho attends the meeting without objection at the beginning of the meeting.  Notice of any adjourned meeting need not begiven, other than by announcement at the meeting at which the adjournment istaken.

 

2.11                           *Action by Written Consent Withouta Meeting*.  Any action required or permitted to be takenat a meeting of the Board of Directors or by any committee of the Board ofDirectors may be taken without a meeting if a consent in writing setting forththe action so taken shall be signed by all of the directors or committeemembers, as the case may be, with respect to the subject matter thereof.  The Secretary or an Assistant Secretaryshall enter in the minute book of the corporation such written consent settingforth the action so taken, and such action shall be valid for all purposes asthough a physical meeting of all of the directors or committee members, as thecase may be, had taken place.

 

2.12                           *Participation in Board orCommittee Meetings by Conference Telephone*.  Any or allmembers of the Board of Directors or any committee of the Board of Directorsmay participate in a meeting of the Board of Directors or the committee bymeans of a conference telephone or similar communications equipment allowingall persons participating in the meeting to hear each other at the sametime.  Participation by such means shallconstitute presence in person at the meeting.

 

2.13                           *Compensation*.  Directorsshall receive such compensation for their service as directors, or as membersof any committee of the Board of Directors, as the Board of Directorsdetermines, together with reimbursement of their reasonable expenses inconnection with the performance of their duties.

 

**ARTICLE III**

**COMMITTEES OF DIRECTORS**

 

3.1                                 *Executive Committee*.  The Boardof Directors, by resolution adopted by a majority of the entire Board ofDirectors, may designate an Executive Committee of one or more directors, whichshall have all of the powers and authority of the Board of Directors except tothe extent otherwise provided in the resolution or resolutions of the Board ofDirectors authorizing the Executive Committee or by applicable law.  The members of the Executive Committee shallserve at the pleasure of the Board of Directors.  All actions of the Executive Committee shall be reported to theBoard of Directors at the next meeting of the Board of Directors.

 

3.2                                 *Audit Committee*.  The Boardof Directors, by resolution adopted by a majority of the entire Board ofDirectors, may designate an Audit Committee of one or more directors, whichshall have such powers, authority and duties and shall be subject to suchrestrictions as

 

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provided in the resolution or resolutions of theBoard of Directors authorizing the Audit Committee or by applicable law.  The members of the Audit Committee shallserve at the pleasure of the Board of Directors.  All actions of the Audit Committee shall be reported to the Boardof Directors at the next meeting of the Board of Directors.

 

3.3                                 *Other Committees*.  The Boardof Directors, by resolution adopted by a majority of the entire Board ofDirectors, may designate other committees of one or more directors, which shallserve at the pleasure of the Board of Directors and have such powers and dutiesas the Board of Directors determines.

 

3.4                                 *Rules Applicable to Committees*.  The Boardof Directors may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member at any meeting ofany such committee.  In case of theabsence or disqualification of any member of a committee, the member or memberspresent at a meeting of the committee and not disqualified, whether or not aquorum, may unanimously appoint another director to act at the meeting in placeof the absent or disqualified member. All actions of a committee shall be reported to the Board of Directorsat the next meeting of the Board of Directors. Each committee shall adopt rules of procedure and shall meet as providedby such rules or by resolution of the Board of Directors.

 

**ARTICLE IV**

**OFFICERS**

 

4.1                                 *Number; Security**.*  Theofficers of the corporation shall consist of a Chairman, a President, one ormore Vice Presidents (the number thereof to be determined by the Board ofDirectors), a Secretary, and a Treasurer. The Board of Directors may appoint subordinate officers (includingAssistant Secretaries and Assistant Treasurers), each of whom shall hold officefor such period and have such powers and duties as the Board of Directorsdetermines.  The Board of Directors maydelegate to any officer or committee the power to appoint and define the powersand duties of any subordinate officers. Any two or more offices may be held by the same person, except theoffices of President and Secretary.

 

4.2                                 *Election and Term of Office.*  Theofficers of the corporation shall be elected by the Board of Directors, andeach officer shall hold office until his or her successor shall have been dulyelected and shall have qualified, or until his or her death, resignation orremoval in the manner hereinafter provided in Section 4.3.

 

4.3                                 *Resignation and Removal of Officers**. *Any officer may resign atany time by delivering his or her resignation in writing to the Chairman, thePresident or the Secretary of the corporation, to take effect at the timespecified in the resignation.  The acceptanceof a resignation, unless required by its terms, shall not be necessary to makeit effective.  Any officer or agentelected or appointed by the Board of Directors may be removed by the Board ofDirectors, with or without cause, whenever in its judgment the best interestsof the corporation would be served thereby, but such removal shall be withoutprejudice to the contracts rights, if any, of the person so removed.

 

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4.5                                 *Vacancies**.*  Any vacancyin any office because of death, resignation, removal or disqualification of anyofficer may be filled by the Board of Directors for the unexpired portion ofthe term.

 

4.6                                 *Chairman*.  TheChairman of the Board of Directors shall preside over all meetings of the Boardof Directors at which he or she is present, and shall have such other powersand duties as are assigned to him or her by the Board of Directors.

 

4.7                                 *President*.  ThePresident shall, subject to the Board of Directors and standing committees ofthe Board of Directors, be responsible for management of the business andaffairs of the corporation.  ThePresident shall keep the Board of Directors fully informed of the affairs ofthe corporation and shall consult with the directors concerning the matters inhis charge.  In addition, the Presidentshall have such powers and perform such duties as the Board of Directors or theChairman may from time to time prescribe or as may be prescribed in theseBy-laws.

 

4.8                                 *Vice President*.  Each VicePresident shall have such powers and duties as the Board of Directors or theChairman assigns to him or her.  In theabsence or disability of the President, as determined by the Board ofDirectors, the Vice President or Vice Presidents shall perform all duties andexercise all powers of the President.

 

4.9                                 *Treasurer*.  TheTreasurer shall be the chief financial officer of the corporation and shall bein charge of the corporation’s books and accounts.  Subject to the control of the Board of Directors, the Treasurershall have such other powers and duties as the Board of Directors, the Chairmanor the President assigns to him or her.

 

4.10                           *Secretary*.  TheSecretary shall be the secretary of, and keep the minutes of, all meetings ofthe Board of Directors and the stockholders, shall be responsible for givingnotice of all meetings of the Board of Directors and the stockholders, andshall keep the seal and, when authorized by the Board of Directors, apply it toany instrument.  Subject to the controlof the Board of Directors, the Secretary shall have such powers and duties asthe Board of Directors or the President assigns to him or her.  In the absence of the Secretary from anymeeting, the minutes shall be kept by the person appointed for that purpose bythe officer presiding at the meeting.

 

4.11                           *Officers Holding Two or MoreOffices*.  Except as otherwise provided by law or theseBy-laws, any two or more offices may be held by the same person but no officershall execute, acknowledge or verify any instrument in more than one capacityif such instrument is required by law or otherwise to be executed or verifiedby two or more officers.

 

4.12                           *Duties of Officers May beDelegated*.  In case of the absence or disability of anyofficer of the corporation, or in case of a vacancy in any office or for anyother reason that the Board of Directors may deem sufficient, the Board ofDirectors, except as otherwise provided by law, may temporarily delegate thepowers or duties of any officer to any other officer or to any director.

 

4.13                           *Salaries*.  The Boardof Directors may fix the officers’ salaries, if any, or it may authorize theChairman to fix the salary of any other officer.

 

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**ARTICLE V**

**CORPORATE RECORDS**

 

5.1                                 *Corporate Records.*  Unlessotherwise required by law, it shall not be necessary to provide thestockholders with any financial statement, annual report, or information as tothe declaration and/or payment of dividends, nor shall it be necessary thatfinancial reports be sent to the stockholders at any time after the close ofthe corporation’s fiscal year, nor shall it be necessary that original orduplicate records of proceedings of stockholders and of the Board of Directors,or copies of the Certificate of Incorporation, By-laws, share ledgers, or listsof stockholders of the corporation, be made available to the stockholders.

 

**ARTICLE VI**

**CONTRACTS ANDLOANS**

 

6.1                                 *Contracts**.*  The Boardof Directors may authorize any officer or agent of the corporation to enterinto any contracts or execute and deliver any instrument in the name of and onbehalf of the corporation, and such authority may be general or confined tospecific instances.  In the absence ofany such authorization by the Board of Directors, all contracts or writteninstruments made by the corporation shall be executed by any one or more of theofficers.

 

6.2                                 *Loans**.*  No loansshall be contracted on behalf of the corporation and no evidences ofindebtedness shall be issued in its name unless authorized by a resolution ofthe Board of Directors.  Such authoritymay be general or confined to specific instances.

 

6.3                                 *Deposits**.*  In theabsence of any action of the Board of Directors to the contrary, all funds ofthe corporation not otherwise employed shall be deposited from time to time tothe credit of the corporation in such banks, trust companies or otherdepositories as either the Chairman, President or Treasurer may select.  Either of such officers is authorized tosign and countersign checks drawn on such accounts, to advise the depository asto the names of such manager and others and to advise the respective banks,trust companies or other depositories from time to time of the cancellation ofthe authority of the manager or others to sign checks.

 

6.4                                 *Dividends; Reserves*.  Dividendson the stock of the corporation, payable out of funds legally availabletherefore, may be declared by the Board of Directors at any regular or specialmeeting.  Dividends may be paid in cash,in property, or in shares of the stock of the corporation.  Before declaring any dividend, the Board ofDirectors may set aside, out of any funds of the corporation legally availablefor dividends, such sum or sums as the Board of Directors from time to time inits discretion shall deem proper as a reserve for working capital, forcontingencies, for equalizing dividends or for such other purposes as the Boardof Directors shall deem conducive to the interests of the corporation, and theBoard of Directors may modify or abolish any such reserve in the manner inwhich it was created.

 

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**ARTICLE VII**

**CERTIFICATES FORSHARES AND**

**THEIRTRANSFER:  TRANSFER AGENT**

 

7.1                                 *Certificates for Shares.*  In theabsence of any direction of the Board of Directors to the contrary,certificates representing shares of the corporation need be in no particularform.  Certificates should, however,recite on their face the number of shares issued to the stockholder, the parvalue per share, if any, or a statement that the shares are without par value,and the designations and preferences, if any, of the shares being issued.  Such certificates shall be signed by theChairman, President or a Vice President and by any one of the other officers ofthis corporation; provided, however, that the same person shall not sign anycertificate in a dual capacity.  Sharecertificates shall be sealed with the corporation’s seal or a facsimile of theseal.  Any or all of the signatures onthe certificate may be a facsimile.

 

7.2                                 *More Than One Class of Stock*.  If thecorporation shall be authorized to issue more than one class of stock or morethan one series of any class, the powers, designations, preferences andrelative participating, optional or other special rights of each class of stockor series thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights shall be set forth in full or summarized on the faceor back of the certificate which the corporation shall issue to represent suchclass or series of stock; provided that, except for restrictions on transfer ofstock, in lieu of the foregoing requirements, there may be set forth on theface or back of the certificate which the corporation shall issue to representsuch class or series of stock, a statement that the corporation will furnishwithout charge to each stockholder who so requests the powers, designations,preferences and relative participating, optional or other special rights ofeach class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights.

 

7.3                                 *Stock Ledger*.  A recordshall be kept by the Secretary, by the transfer agent, or by any other officer,employee or agent designated by the Board of Directors, of the name of theindividual, firm or corporation holding the shares of the stock of the corporationrepresented by each certificate, the number of shares represented by suchcertificate, the date of issue thereof and, in case of cancellation, the dateof cancellation thereof.

 

7.4                                 *Transfer of Shares**. *Transfer of shares of thecorporation shall be made only on the stock transfer books of the corporationby the holder of record thereof, or by his or her legal representative whoshall furnish proper evidence of authority to transfer or by his or herattorney thereunto, authorized by a written power of attorney duly executed andfiled with the Secretary of the corporation, and on surrender for cancellationof the certificate for such shares.  Theperson in whose name shares stand on the books of the corporation shall bedeemed by the corporation to be the owner thereof for all purposes.

 

7.5                                 *Regulations*.  The Boardof Directors may make such rules and regulations as it may deem expedient, notinconsistent with law, the certificate of incorporation or these By-laws,concerning the issue, transfer and registration of certificates representingshares of the stock of the corporation. The Board of Directors may appoint, or authorize any officer or officersto appoint, one or more transfer clerks or one or more transfer agents or oneor more registrars, and may require all such certificates to bear the signatureor signatures of any of them.

 

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7.6                                 *Lost, Stolen and DestroyedCertificates*.  The Board of Directors may in its discretioncause a new certificate representing shares of the stock of the corporation tobe issued in place of any certificate theretofore issued by the corporationalleged to have been lost, stolen or destroyed, upon satisfactory proof of thatfact by the person claiming the certificate to have been lost, stolen ordestroyed; provided that the Board of Directors may in its discretion refuse toissue a new certificate except upon the order of a court having jurisdiction insuch matters.  When authorizing suchissue of a new certificate, the Board of Directors may, in its discretion, andas a condition precedent to the issuance thereof, require the owner of suchlost, stolen or destroyed certificate, or his legal representative, to give thecorporation a bond sufficient to indemnify it against any claim that may bemade against it on account of the alleged loss, theft or destruction of anysuch certificate or the issuance of such new certificate.

 

7.7                                 *Transfer Agent**.*  Themanagement office of this corporation located at 40 Fountain Plaza, Buffalo,New York 14202, is designated agent of this corporation for the transfer ofshares.  Such transfer agent isauthorized to maintain at its office original books containing certificates forshares and all share ledgers and to attend to the transfer of shares asprovided hereinabove.  Unless otherwiseprovided by law, the situs of shares and for the transfer of shares shall, forall purposes, be deemed to be at the office of such transfer agent.

 

**ARTICLEVIII**

**INDEMNIFICATIONAND INSURANCE**

 

8.1                                 *Right to Indemnification*.  Eachperson who was or is a party or is threatened to be made a party to or isinvolved in any action, suit or proceeding, whether civil, criminal,administrative or investigative (a “proceeding”), by reason of the fact that heor she is or was a director or officer of the corporation or is or was servingat the request of the corporation as a director, officer, employee or agent ofanother corporation or of a partnership, joint venture, trust or otherenterprise (including service with respect to employee benefit plans), whetherthe basis of such proceeding is alleged action or inaction in an officialcapacity or in any other capacity while serving as director, officer, employeeor agent, shall be indemnified and held harmless by the corporation to thefullest extent permitted by the General Corporation Law of the State ofDelaware against all costs, charges, expenses, liabilities and losses(including attorneys’ fees, judgments, fines, ERISA excise taxes or penaltiesand amounts paid or to be paid in settlement) reasonably incurred or sufferedby such person in connection therewith, and that indemnification shall continueas to a person who has ceased to be a director, officer, employee or agent andshall inure to the benefit of his or her heirs, executors and administrators;provided, however, that, except as provided in Section 8.2, the corporationshall indemnify any such person seeking indemnification in connection with aproceeding (or part thereof) initiated by that person, only if that proceeding(or part thereof) was authorized by the Board of Directors.  The right to indemnification conferred inthese By-laws shall be a contract right and shall include the right to be paidby the corporation for the expenses incurred in defending any such proceedingin advance of its final disposition; provided, however that, if required by theGeneral Corporation Law of the State of Delaware, the payment of such expensesincurred by a director or officer in his or her capacity as a director orofficer (and not in any other capacity in which service was or is rendered bythat person while a director or officer, including, without limitation, serviceto an

 

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employee benefit plan) in advance of the final dispositionof a proceeding shall be made only upon delivery to the corporation of anundertaking, by or on behalf of such director or officer, to repay all amountsso advanced, if it shall ultimately be determined that such director or officeris not entitled to be indemnified under these By-laws or otherwise.  The corporation may, by action of its Boardof Directors, provide indemnification to employees and agents of thecorporation with the same scope and effect as the foregoing indemnification ofdirectors and officers.

 

8.2                                 *Right of Claimant to Bring Suit*.  If a claimunder Section 8.1 is not paid in full by the corporation within thirty (30)days after a written claim has been received by the corporation, the claimantmay at any time thereafter bring suit against the corporation to recover theunpaid amount of the claim and, if successful in whole or in part, the claimantalso shall be entitled to be paid the expense of prosecuting that claim.  It shall be a defense to any such action(other than an action brought to enforce a claim for expenses incurred indefending any proceeding in advance of its final disposition, where therequired undertaking, if any, is required and has been tendered to thecorporation) that the claimant has failed to meet a standard of conduct thatmakes it permissible under Delaware law for the corporation to indemnify theclaimant for the amount claimed. Neither the failure of the corporation (including its Board ofDirectors, its independent legal counsel or its stockholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is permissible in the circumstances because he or she has met thatstandard of conduct, nor an actual determination by the corporation (includingits Board of Directors, its independent counsel or its stockholders) that theclaimant has not met that standard of conduct, shall be a defense to the actionor create a presumption that the claimant has failed to meet that standard ofconduct.

 

8.3                                 *Insurance*.  Thecorporation may maintain insurance, at its expense, to protect itself and anydirector, officer, employee or agent of the corporation or another corporation,partnership, joint venture, trust or other enterprise against any such expense,liability or loss, whether or not the corporation would have the power toindemnify such person against that expense, liability or loss under Delawarelaw.

 

8.4                                 *Expenses as a Witness*.  To theextent any director, officer, employee or agent of the corporation is by reasonof such position, or a position with another entity at the request of thecorporation, a witness in any action, suit or proceeding, he shall beindemnified against all costs and expenses actually and reasonably incurred byhim or her, or on his or her behalf in connection therewith.

 

8.5                                 *Advancement of Expenses*.  Expensesincurred by a director or officer in connection with any action or proceedingas to which indemnification may be given under Section 8.1 may be paid by thecorporation in advance of the final disposition of such action or proceedingupon (a) the receipt of an undertaking by or on behalf of such director orofficer to repay such advancement in case such director or officer isultimately found not to be entitled to indemnification as authorized by thisArticle VIII, and (b) approval by the Board of Directors acting by a quorumconsisting of directors who are not parties to such action or proceeding or, ifsuch a quorum is not obtainable, then approval by the stockholders.  To the extent permitted by law, the Board ofDirectors or, if applicable, the stockholders, shall not be required to findthat the director or officer has met the applicable standard of conductprovided by law for indemnification in connection with such action or proceedingbefore the corporation makes any advance payment of expenses hereunder.

 

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8.6                                 *Availability and Interpretation*.  To theextent permitted under applicable law, the rights to indemnification and to theadvancement of expenses provided in this Article VIII (a) shall be availablewith respect to events occurring prior to the adoption of this Article VIII,(b) shall continue to exist after any rescission or restrictive amendment ofthis Article VIII with respect to events occurring prior to such rescission oramendment, (c) shall be interpreted on the basis of applicable law in effect atthe time of the occurrence of the event or events giving rise to the action orproceeding or, at the sole discretion of the director or officer, on the basisof applicable law in effect at the time such rights are claimed, and (d) shallbe in the nature of contract rights that may be enforced in any court ofcompetent jurisdiction as if the corporation and the director or officer forwhom such rights are sought were parties to a separate written agreement.

 

8.7                                 *Other Rights*.  The rightsof indemnification and to the advancement of expenses provided in this ArticleVIII shall not be deemed exclusive of any other rights to which any director orofficer of the corporation or other person may now or hereafter be otherwiseentitled whether contained in the certificate of incorporation, these By-laws,a resolution of the Board of Directors or an agreement.  Without limiting the generality of theforegoing, the rights of indemnification and to the advancement of expensesprovided in this Article VIII shall not be deemed exclusive of any rights,pursuant to statute or otherwise, of any director or officer of the corporationor other person in any action or proceeding to have assessed or allowed in hisor her favor, against the corporation or otherwise, his or her costs andexpenses incurred therein or in connection therewith or any part thereof.

 

8.8                                 *Severability*.  If thisArticle VIII or any part hereof shall be held unenforceable in any respect by acourt of competent jurisdiction, it shall be deemed modified to the minimumextent necessary to make it enforceable, and the remainder of this Article VIIIshall remain fully enforceable.

 

8.9                                 *Indemnity Agreements*.  Thecorporation may enter into an agreement with any director, officer, employee oragent of the corporation providing for indemnification to the fullest extentpermitted by Delaware law.

 

**ARTICLE IX**

**FISCAL YEAR**

 

9.1                                 *Fiscal Year**. *Unless a different fiscalyear is adopted by action of the Board of Directors, the fiscal year of thecorporation shall begin on the 1st day of January and end on the 31st day of December in each year.

 

**ARTICLE X**

**SAVINGS PROVISION**

 

10.1                           *Savings Provision.*  In theevent that any provision contained in these By-laws conflicts with anyprovision of the Certificate of Incorporation of this corporation, or conflictswith the laws of the state of incorporation of the corporation, such provisionshall be deemed to be void

 

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and of no effect, and all other provisions not inconflict shall remain in full force and effect, unaffected thereby.

 

**ARTICLE XI**

**AMENDMENTS**

 

11.1                           *Amendments.*  TheseBy-laws may be altered, amended, repealed or restated (a) by action of thestockholders, or (b) by the Board of Directors at any regular or specialmeeting of the Board of Directors.

 

**ARTICLEXII**

**MISCELLANEOUS**

 

12.1                           *Seal*.  The Boardof Directors shall adopt a corporate seal, which shall be in the form of acircle and shall bear the corporation’s name and the year and state in which itwas incorporated, and shall otherwise be in such form as shall be prescribedfrom time to time by the Board of Directors.

 

12.2                           *Use of Seal*.  The corporateseal may be used by causing it or a facsimile thereof to be impressed, affixedor reproduced in any manner.

 

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