**Exhibit 3.2**

 

**BYLAWS OF FIRST PLACE FINANCIAL CORP.**

 

**ARTICLE I - STOCKHOLDERS**

 

Section 1. Annual Meeting. 

 

An annual meeting of the stockholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business asmay properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months subsequent to the later of the date of incorporation orthe last annual meeting of stockholders. 

 

Section 2.Special Meetings. 

 

Subject to the rights of the holdersof any class or series of preferred stock of the Corporation, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the total number of Directors which theCorporation would have if there were no vacancies on the Board of Directors (hereinafter the “Whole Board”). 

 

Section 3. Notice of Meetings. 

 

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) daysbefore the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware GeneralCorporation Law or the Certificate of Incorporation of the Corporation). 

 

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken;*provided, however*, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place,date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. 

 

Section 4. Quorum. 

 

Except as otherwise provided by law or expressly provided in Section C ofArticle FOURTH of the Corporation’s Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes (aftergiving effect, if required, to the provisions of Section C of Article FOURTH of the Corporation’s Certificate of Incorporation) entitled to be cast by the holders of shares of capital stock of the Corporation shall constitute a quorum at allmeetings of the stockholders. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes present in person or represented by proxy and entitled to vote (after giving effect to the provisions of ArticleFOURTH of the Corporation’s Certificate of Incorporation) shall constitute a quorum entitled to take action with respect to that vote on that matter. 

 

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who arepresent, in person or by proxy, may adjourn the meeting to another place, date, or time. 

 

If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present in person or by proxy constituting a quorum, thenexcept as otherwise required by law, those present in person or by proxy at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting. 

Section 5. Organization. 

 

Such person as the Board of Directors may have designated or, in the absence of such a person, the Chairman of the Board ofthe Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman ofthe meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints. 

 

Section 6. Conduct of Business. 

 

(a) The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of themanner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

 

(b) At any annual meeting of the stockholders, only suchbusiness shall be conducted as shall have been brought before the meeting: (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is entitled to vote with respect thereto and who complies with thenotice procedures set forth in this Section 6(b). For business to be properly brought before an annual meeting by a stockholder, the business must relate to a proper subject matter for stockholder action and the stockholder must have given timelynotice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered or mailed to and received at the principal executive offices of the Corporation not less than ninety (90) days prior to thedate of the annual meeting; *provided, however*, that in the event that less than one hundred (100) days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timelymust be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A stockholder’s notice to the Secretary shall setforth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii)the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business; (iii) the class and number of shares of the Corporation’s capital stock that are beneficially owned by such stockholder; and (iv)any material interest of such stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this Section6(b). The Officer of the Corporation or other person presiding over the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisionsof this Section 6(b) and, if he should so determine, he shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted. 

 

At any special meeting of the stockholders, only such business shall beconducted as shall have been brought before the meeting by or at the direction of the Board of Directors. 

 

(c) Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for election as Directors. Nominations ofpersons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders at which directors are to be elected only: (i) by or at the direction of the Board of Directors; or (ii) by any stockholder of the Corporationentitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 6(c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timelynotice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered or mailed to and received at the principal executive offices of the Corporation not less than ninety (90) days prior to the date ofthe meeting; *provided, however*, that in the event that less than one hundred (100) days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be soreceived not later than the close of business on the 10th day following the day on which such notice of the date of the meeting 

was mailed or such public disclosure was made. Such stockholder’s notice shall set forth: (i) as to each person whomsuch stockholder proposes to nominate for election or re-election as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each casepursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to thestockholder giving the notice (x) the name and address, as they appear on the Corporation’s books, of such stockholder and (y) the class and number of shares of the Corporation’s capital stock that are beneficially owned by suchstockholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder’snotice of nomination which pertains to the nominee. The Officer of the Corporation or other person presiding at the meeting shall, if the facts so warrant, determine that a nomination was not made in accordance with such provisions and, if he or sheshall so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. 

 

Section 7. Proxies and Voting. 

 

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed inaccordance with the procedure established for the meeting. Any facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing ortransmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing ortransmission. 

 

All voting, including on the election ofDirectors but excepting where otherwise required by law or by the governing documents of the Corporation, may be made by a voice vote; *provided, however*, that upon demand therefore by a stockholder entitled to vote or his or her proxy, astock vote shall be taken. Every stock vote shall be taken by ballot, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedures established for the meeting. TheCorporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspectorwho fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of hisduties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. 

 

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law or the Certificate of Incorporation, all othermatters shall be determined by a majority of the votes cast. 

 

Section 8. Stock List. 

 

A complete listof stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to theexamination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which placeshall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. 

 

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholderwho is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. 

Section 9. Consent of Stockholders in Lieu of Meeting. 

 

Subject to the rights of the holders of any class or series of preferredstock of the Corporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing bysuch stockholders. 

 

**ARTICLE II - BOARD OF DIRECTORS**

 

Section 1. General Powers, Number, Term ofOffice and Limitations. 

 

The business and affairs of theCorporation shall be under the direction of its Board of Directors. The number of Directors who shall constitute the Whole Board shall be such number as the Board of Directors shall from time to time have designated, except that in the absence ofsuch designation shall be twelve. The Board of Directors shall annually elect a Chairman of the Board from among its members who shall, when present, preside at its meetings. 

 

The Directors, other than those who may be elected by the holders of any class or series of Preferred Stock, shall bedivided, with respect to the time for which they severally hold office, into three classes, with the term of office of the first class to expire at the first annual meeting of stockholders, the term of office of the second class to expire at theannual meeting of stockholders one year thereafter and the term of office of the third class to expire at the annual meeting of stockholders two years thereafter, with each Director to hold office until his or her successor shall have been dulyelected and qualified. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after theirelection, with each Director to hold office until his or her successor shall have been duly elected and qualified. 

 

Section 2. Vacancies and Newly Created Directorships. 

 

Subject to the rights of the holders of any class or series of Preferred Stock, and unless the Board of Directors otherwisedetermines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other causemay be filled only by a majority vote of the Directors then in office, though less than a quorum, and Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to whichthey have been elected expires and until such Director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent Director.

 

Section 3. Regular Meetings. 

 

Regular meetings of the Board of Directors shall be held at such place orplaces, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all Directors. A notice of each regular meeting shall not be required. 

 

Section 4. Special Meetings. 

 

Special meetings of the Board of Directors may be called by one-third (1/3)of the Directors then in office (rounded up to the nearest whole number), by the Chairman of the Board or the President or, in the event that the Chairman of the Board or President are incapacitated or otherwise unable to call such meeting, by theSecretary, and shall be held at such place, on such date, and at such time as they, or he or she, shall fix. Notice of the place, date, and time of each such special meeting shall be given each Director by whom it is not waived by mailing writtennotice not less than five (5) days before the meeting or by telegraphing or telexing or by facsimile transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and allbusiness may be transacted at a special meeting. 

Section 5. Quorum. 

 

At any meeting of the Board of Directors, a majority of the Whole Board shall constitute a quorum for all purposes. If aquorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof. 

 

Section 6. Participation in Meetings By Conference Telephone. 

 

Members of the Board of Directors, or of any committee thereof, mayparticipate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presencein person at such meeting. However, participation by conference telephone at a regularly scheduled meeting shall not constitute attendance for the purpose of compensation; and participation by conference telephone at a special meeting shall notconstitute attendance for the purpose of compensation unless such attendance is specifically requested by the Chairman or the President. 

 

Section 7. Conduct of Business. 

 

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and allmatters shall be determined by the vote of a majority of the Directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto inwriting, and the writing or writings are filed with the minutes of proceedings of the Board of Directors. 

 

Section 8. Powers. 

 

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done bythe Corporation. 

 

Section 9. Compensation ofDirectors. 

 

Directors, as such, may receive, pursuant toresolution of the Board of Directors, fixed fees and other compensation for their services as Directors, including, without limitation, their services as members of committees of the Board of Directors. 

 

Section 10. Age Limitations on Directors. 

 

No person seventy-two years of age or older shall be eligible for election,reelection, appointment or reappointment to the Board of Directors. No director shall serve as such beyond the annual meeting of the Corporation immediately following the director becoming seventy-two years of age. This age limitation does not applyto an advisory or emeritus director. 

 

**ARTICLE III -COMMITTEES**

 

Section 1. Committees of the Board ofDirectors. 

 

The Board of Directors may from time to timedesignate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for these committees and any others provided for herein, elect a Director or Directors to serveas the member or members, designating, if it desires, other Directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and anyalternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board ofDirectors to act at the meeting in the place of the absent or disqualified member. 

Section 2. Conduct of Business. 

 

Each committee may determine the procedural rules for meeting and conductingits business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings. The quorum requirements for each such committee shall be a majorityof the members of such committee unless otherwise determined by the Board of Directors by a majority vote of the Board of Directors which such quorum determined by a majority of the Board may be one-third of such members and all matters consideredby such committees shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of theproceedings of such committee. 

 

Section 3. NominatingCommittee. 

 

The Board of Directors shall appoint aNominating Committee of the Board, consisting of not less than three (3) members. The Nominating Committee shall have authority: (a) to review any nominations for election to the Board of Directors made by a stockholder of the Corporation pursuantto Section 6(c)(ii) of Article I of these Bylaws in order to determine compliance with such Bylaw; and (b) to recommend to the Whole Board nominees for election to the Board of Directors to replace those Directors whose terms expire at the annualmeeting of stockholders next ensuing. 

 

**ARTICLE IV - OFFICERS**

 

Section 1. Generally. 

 

(a) The Board of Directors as soon as may be practicable after the annualmeeting of stockholders shall choose a Chairman of the Board, Chief Executive Officer and President, one or more Vice Presidents, a Secretary and a Treasurer and from time to time may choose such other officers as it may deem proper. The Chairman ofthe Board shall be chosen from among the Directors. Any number of offices may be held by the same person. 

 

(b) The term of office of all Officers shall be until the next annual election of Officers and until their respective successors are chosen but anyOfficer may be removed from office at any time by the affirmative vote of a majority of the authorized number of Directors then constituting the Board of Directors. 

 

(c) All Officers chosen by the Board of Directors shall have such powers and duties as generally pertain to their respectiveOffices, subject to the specific provisions of this ARTICLE IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof. 

 

(d) The Board of Directors may, except as otherwise required by law, removeany Officer of the Corporation with or without cause, and from time to time, devolve the powers and duties of any Officer upon any other person for the time being, and to confer upon any Officer of the Corporation the power to appoint, remove orsuspend subordinate officers, employees and agents. 

 

Section2. Chairman of the Board of Directors. 

 

TheChairman of the Board shall, subject to the provisions of these Bylaws and to the direction of the Board of Directors, serve in general executive capacity and unless the Board has designated another person, when present, shall preside at allmeetings of the stockholders of the Corporation. The Chairman of the Board shall perform all duties and have all powers which are commonly incident to the office of Chairman of the Board or which are delegated to him or her by the Board ofDirectors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized. 

Section 3. President and Chief Executive Officer. 

 

The President and Chief Executive Officer (the “President”) shallhave general responsibility for the management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of President and Chief Executive Officer or whichare delegated to him or her by the Board of Directors. Subject to the direction of the Board of Directors, the President and Chief Executive Officer shall have power to sign all stock certificates, contracts and other instruments of the Corporationwhich are authorized and shall have general supervision of all of the other Officers (other than the Chairman of the Board), employees and agents of the Corporation. 

 

Section 4. Vice President. 

 

The Vice President or Vice Presidents shall perform the duties of the President in his absence or during his inability toact. In addition, the Vice Presidents shall perform the duties and exercise the powers usually incident to their respective offices, including the power to sign contracts and other instruments of the Corporation, and/or such other duties and powersas may be properly assigned to them by the Board of Directors, the Chairman of the Board or the President. A Vice President may be designated as Executive Vice President or Senior Vice President. 

 

Section 5. Secretary. 

 

The Secretary or Assistant Secretary shall issue notices of meetings, shallkeep their minutes, shall have charge of the seal and the corporate books, shall perform such other duties and exercise such other powers as are usually incident to such office and/or such other duties and powers as are properly assigned thereto bythe Board of Directors, the Chairman of the Board or the President. Subject to the direction of the Board of Directors, the Secretary shall have the power to sign all stock certificates, contracts, and other instruments of the Corporation.

 

Section 6. Treasurer. 

 

The Treasurer shall be the Comptroller of the Corporation and shall have theresponsibility for maintaining the financial records of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of thefinancial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. Subject to the direction of the Board of Directors, the Treasurer shall have the power to sign allstock certificates, contracts, and other instruments of the Corporation. A Treasurer may also be designated as a Chief Financial Officer. 

 

Section 7. Assistant Secretaries and Other Officers. 

 

The Board of Directors may appoint one or more Assistant Secretaries and such other Officers who shall have such powers andshall perform such duties as are provided in these Bylaws or as may be assigned to them by the Board of Directors, the Chairman of the Board or the President. 

 

Section 8.Action with Respect to Securities of Other Corporations.

 

Unless otherwise directed by the Board of Directors, the President or any Officer of the Corporation authorized by thePresident shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may holdsecurities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation. 

 

**ARTICLE V - STOCK**

 

Section 1. Certificates of Stock. 

 

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chairman of the Board or the President, and bythe Secretary or an Assistant Secretary, or any Treasurer or Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile. 

Section 2. Transfers of Stock. 

 

Transfers of stock shall be made only upon the transfer books of theCorporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws, an outstandingcertificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefore. 

 

Section 3. Record Date. 

 

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of anydividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which recorddate shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60)days prior to the time for such other action as hereinbefore described; *provided, however*, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meetingof stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the next day preceding the day on which the meeting is held, and, for determiningstockholders entitled to receive payment of any dividend or other distribution or allotment or rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business onthe day on which the Board of Directors adopts a resolution relating thereto. 

 

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; *provided, however*, that the Board of Directors may fix anew record date for the adjourned meeting. 

 

Section 4.Lost, Stolen or Destroyed Certificates. 

 

In the eventof the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of asatisfactory bond or bonds of indemnity. 

 

Section 5.Regulations. 

 

The issue, transfer, conversion andregistration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish. 

 

**ARTICLE VI - NOTICES**

 

Section 1. Notices. 

 

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, Director, Officer, employee oragent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram or other courier. Anysuch notice shall be addressed to such stockholder, Director, Officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched,if delivered through the mails or by telegram or mailgram or other courier, shall be the time of the giving of the notice. 

Section 2. Waivers. 

 

A written waiver of any notice, signed by a stockholder, Director, Officer, employee or agent, whether before or after thetime of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, Director, Officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in sucha waiver. 

 

**ARTICLE VII - MISCELLANEOUS**

 

Section 1. Facsimile Signatures. 

 

In addition to the provisions for use of facsimile signatures elsewherespecifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof. 

 

Section 2. Corporate Seal. 

 

The Board of Directors may provide a suitable seal, containing the name ofthe Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or an assistantto the Treasurer. 

 

Section 3. Reliance Upon Books,Reports and Records. 

 

Each Director, each member of anycommittee designated by the Board of Directors, and each Officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and uponsuch information, opinions, reports or statements presented to the Corporation by any of its Officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such Director or committee memberreasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. 

 

Section 4. Fiscal Year. 

 

The fiscal year of the Corporation shall be as fixed by the Board of Directors. 

 

Section 5. Time Periods. 

 

In applying any provision of these Bylaws which requires that an act be doneor not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of theevent shall be included. 

 

Section 6. Adoption ofRegulations. 

 

The Board of Directors may, except asotherwise required by law, adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs. 

**ARTICLE VIII - AMENDMENTS**

 

The Board of Directors may amend, alter or repeal these Bylaws at any meeting of the Board, provided notice of the proposedchange was given not less than two (2) days prior to the meeting. The stockholders shall also have power to amend, alter or repeal these Bylaws at any meeting of stockholders provided notice of the proposed change was given in the notice of themeeting; *provided, however*, that, notwithstanding any other provisions of the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular classor series of the voting stock required by law, the Certificate of Incorporation, any Preferred Stock Designation or these Bylaws, the affirmative votes of the holders of at least 80% of the voting power of all the then-outstanding shares of theVoting Stock, voting together as a single class, shall be required to alter, amend or repeal any provisions of these Bylaws. 

 

The above Bylaws originally adopted effective as of August 21, 1998, the date of incorporation of First Place Financial Corp. 

 

Amended 01-23-01 

Amended 07-22-03 

Amended 09-16-03 

Amended 10-28-04 

Amended 07-19-05