**Exhibit 3.2**

 

AMENDMENT NO. 4

TO

AMENDED ANDRESTATED BYLAWS, AS AMENDED

OF

IMPAC MORTGAGEHOLDINGS, INC.

 

Article VII of the Amended and Restated Bylaws, as amended, shallbe stricken in its entirety and replaced with the following:

 

ARTICLE VII

 

STOCK

 

Section 1.  CERTIFICATES.  Shares of the capital stock of theCorporation may be certificated or uncertificated, as provided under theMaryland General Corporation Law. Except as otherwise provided in these Bylaws,this Section shall not be interpreted to limit the authority of the Boardof Directors to issue some or all of the shares of any or all of theCorporation’s classes or series without certificates.  Each stockholder, upon written request to thesecretary of the Corporation, shall be entitled to a certificate orcertificates which shall represent and certify the number of shares of eachclass of stock held by the stockholder in the Corporation.  Each certificate shall be signed by thechairman of the Board of Directors, the president, the chief executive officer,the chief operating officer, the head of investments, the chief financialofficer or a vice president and countersigned by the secretary or an assistantsecretary or the treasurer or an assistant treasurer and may be sealed with theseal, if any, of the Corporation.  Thesignatures may be either manual or facsimile. Certificates shall be consecutively numbered; and if the Corporationshall, from time to time, issue several classes of stock, each class may haveits own number series.  A certificate isvalid and may be issued whether or not an officer who signed it is still anofficer when it is issued.  Eachcertificate representing shares which are restricted as to theirtransferability or voting powers, which are preferred or limited as to theirdividends or as to their allocable portion of the assets upon liquidation orwhich are redeemable at the option of the Corporation, shall have a statementof such restriction, limitation, preference or redemption provision, or asummary thereof, plainly stated on the certificate.  If the Corporation has authority to issuestock of more than one class, the certificate shall contain on the face or backa full statement or summary of the designations and any preferences, conversionand other rights, voting powers, restrictions, limitations as to dividends andother distributions, qualifications and terms and conditions of redemption ofeach class of stock and, if the Corporation is authorized to issue anypreferred or special class in series, the differences in the relative rightsand preferences between the shares of each series to the extent they have beenset and the authority of the Board of Directors to set the relative rights andpreferences of subsequent series.  Inlieu of such statement or summary, the certificate may state that theCorporation will furnish a full statement of such information to anystockholder upon request and without charge. If any class of stock is restricted by the Corporation as to transferability,the certificate shall contain a full statement of the restriction or state thatthe Corporation will furnish information about the restrictions to thestockholder on request and without charge.

 

Within a reasonable time after the issuance or transfer ofuncertificated stock, the Corporation shall send, or cause its transfer agentto send, to the registered owner thereof a

 

 

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written notice that shall set forth the name of theCorporation, that the Corporation is organized under the laws of the State ofMaryland, the name of the stockholder, the number and class (and thedesignation of the series, if any) of the shares represented, and anyrestrictions on the transfer of such shares of stock imposed by law, theCorporation’s Charter, these Bylaws, any agreement among stockholders or anyagreement between stockholders and the Corporation.

 

Section 2.  TRANSFERS.  Upon surrender to the Corporation or thetransfer agent of the Corporation of a stock certificate duly endorsed oraccompanied by proper evidence of succession, assignment or authority totransfer, the Corporation shall issue a new certificate or evidence of theissuance of uncertificated shares to the person entitled thereto, cancel theold certificate and record the transaction upon its books.

 

The Corporation shall be entitled to treat the holder of record of anyshare of stock as the holder in fact thereof and, accordingly, shall not bebound to recognize any equitable or other claim to or interest in such share oron the part of any other person, whether or not it shall have express or othernotice thereof, except as otherwise provided by the laws of the State ofMaryland.

 

Notwithstanding the foregoing, transfers of shares of any class ofstock will be subject in all respects to the Charter and all of the terms andconditions contained therein.

 

Section 3.  REPLACEMENTCERTIFICATE.  Any officer designatedby the Board of Directors may direct (i) a new certificate or (ii) uncertificatedshares to be issued in place of any certificate previously issued by theCorporation alleged to have been lost, stolen or destroyed upon the making ofan affidavit of that fact by the person claiming the certificate to be lost,stolen or destroyed.  When authorizingthe issuance of (i) a new certificate or (ii) uncertificated shares,an officer designated by the Board of Directors may, in his or her discretionand as a condition precedent to the issuance thereof, require the owner of suchlost, stolen or destroyed certificate or the owner’s legal representative toadvertise the same in such manner as he or she shall require and/or to givebond, with sufficient surety, to the Corporation to indemnify it against anyloss or claim which may arise as a result of the issuance of a new certificate.

 

Section 4.  CLOSING OFTRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for thepurpose of determining stockholders entitled to notice of or to vote at anymeeting of stockholders or determining stockholders entitled to receive paymentof any dividend or the allotment of any other rights, or in order to make adetermination of stockholders for any other proper purpose.  Such date, in any case, shall not be prior tothe close of business on the day the record date is fixed and shall be not morethan ninety (90) days and, in the case of a meeting of stockholders, not lessthan ten (10) days, before the date on which the meeting or particularaction requiring such determination of stockholders of record is to be held ortaken.

 

In lieu of fixing a record date, the Board of Directors may providethat the stock transfer books shall be closed for a stated period but notlonger than twenty (20) days.  If thestock transfer books are closed for the purpose of determining stockholdersentitled to notice of or to vote at a meeting of stockholders, such books shallbe closed for at least ten (10) days before the date of such meeting.

 

 

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If no record date is fixed and the stock transfer books are not closedfor the determination of stockholders, (a) the record date for thedetermination of stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day on which the noticeof meeting is mailed or the thirtieth (30th) day before the meeting, whicheveris the closer date to the meeting; and (b) the record date for thedetermination of stockholders entitled to receive payment of a dividend or anallotment of any other rights shall be the close of business on the day on whichthe resolution of the Board of Directors, declaring the dividend or allotmentof rights, is adopted.

 

When a determination of stockholders entitled to vote at any meeting ofstockholders has been made as provided in this section, such determinationshall apply to any adjournment thereof, except when (i) the determinationhas been made through the closing of the transfer books and the stated periodof closing has expired or (ii) the meeting is adjourned to a date morethan one hundred and twenty (120) days after the record date fixed for theoriginal meeting, in either of which case a new record date shall be determinedas set forth herein.

 

Section 5.  STOCK LEDGER.  The Corporation shall maintain at itsprincipal office or at the office of its counsel, accountants or transferagent, an original or duplicate stock ledger containing the name and address ofeach stockholder and the number of shares of each class held by suchstockholder.

 

Section 6.  REGULATIONS.  The Board may make such rules andregulations and may appoint a transfer agent and one or more co-transfer agentsand registrar and one or more co-registrars as it may deem expedient, notinconsistent with these Bylaws, concerning the issue, transfer and registrationof certificates for stock of the Corporation.

 

Section 7.  FRACTIONALSTOCK; ISSUANCE OF UNITS.  The Boardof Directors may issue fractional stock or provide for the issuance of scrip,all on such terms and under such conditions as they may determine.  Notwithstanding any other provision of theCharter or these Bylaws, the Board of Directors may issue units consisting ofdifferent securities of the Corporation. Any security issued in a unit shall have the same characteristics as anyidentical securities issued by the Corporation, except that the Board ofDirectors may provide that for a specified period securities of the Corporationissued in such unit may be transferred on the books of the Corporation only insuch unit.

 

 

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