Exhibit
      3.2





BY-LAWS





OF





NORTHWAY
      FINANCIAL, INC.








ARTICLE
      I





Shareholders





SECTION
      1. Annual Meeting. The annual meeting of shareholders shall be held at the
      hour,
      date and place within or without the United States which is fixed by the
      majority of the Board of Directors, the Chairman of the Board, if one is
      elected, or the President, which time, date and place may subsequently be
      changed at any time by vote of the Board of Directors. If no annual meeting
      has
      been held for a period of thirteen months after the Corporation's last annual
      meeting of shareholders, a special meeting in lieu thereof may be held, and
      such
      special meeting shall have, for the purposes of these By-laws or otherwise,
      all
      the force and effect of an annual meeting. Any and all references hereafter
      in
      these By-laws to an annual meeting or annual meetings also shall be deemed
      to
      refer to any special meeting(s) in lieu thereof.





SECTION
      2. Matters to be Considered at Annual Meetings. At any annual meeting of
      shareholders or any special meeting in lieu of annual meeting of shareholders
      (the "Annual Meeting"), only such business shall be conducted, and only such
      proposals shall be acted upon, as shall have been properly brought before such
      Annual Meeting. To be considered as properly brought before an Annual Meeting,
      business must be: (a) specified in the notice of meeting, (b) otherwise properly
      brought before the meeting by, or at the direction of, the Board of Directors,
      or (c) otherwise properly brought before the meeting by any holder of record
      (both as of the time notice of such proposal is given by the shareholder as
      set
      forth below and as of the record date for the Annual Meeting in question) of
      any
      shares of capital stock of the Corporation entitled to vote at such Annual
      Meeting who complies with the requirements set forth in this Section
      2.





In
      addition to any other applicable requirements, for business to be properly
      brought before an Annual Meeting by a shareholder of record of any shares of
      capital stock entitled to vote at such Annual Meeting, such shareholder shall:
      (i) give timely notice as required by this Section 2 to the Secretary of the
      Corporation and (ii) be present at such meeting, either in person or by a
      representative. For the first Annual Meeting following the date the Corporation
      becomes a reporting company under Section 13(a) or Section 15(d) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), a
      shareholder's notice shall be timely if delivered to, or mailed to and received
      by, the Corporation at its principal executive office not later than the close
      of business on the later of (x) the 75th day prior to the scheduled date of
      such
      Annual Meeting or (y) the 15th day following the day on which public
      announcement of the date of such Annual Meeting is first made by the
      Corporation. For all subsequent Annual Meetings, a shareholder's notice shall
      be
      timely if delivered to, or mailed to and received by, the Corporation at its
      principal executive office not less than 75 days nor more than 120 days prior
      to
      the anniversary date of the immediately preceding Annual Meeting (the
      "Anniversary Date"); provided, however, that in the event the Annual Meeting
      is
      scheduled to be held on a date more than 30 days before the Anniversary Date
      or
      more than 60 days after the Anniversary Date, a shareholder's notice shall
      be
      timely if delivered to, or mailed to and received by, the Corporation at its
      principal executive office not later than the close of business on the later
      of
      (1) the 75th day prior to the scheduled date of such Annual Meeting or (2)
      the
      15th day following the day on which public announcement of the date of such
      Annual Meeting is first made by the Corporation.





For
      purposes of these By-laws, "public announcement" shall mean: (a) disclosure
      in a
      press release reported by the Dow Jones News Service, Associated Press, or
      comparable national news service, (b) a report or other document filed publicly
      with the Securities and Exchange Commission (including, without limitation,
      a
      Form 8-K), or (c) a letter or report sent to shareholders of record of the
      Corporation at the time of the mailing of such letter or report.





A
      shareholder's notice to the Secretary shall set forth as to each matter proposed
      to be brought before an Annual Meeting: (i) a brief description of the business
      the shareholder desires to bring before such Annual Meeting and the reasons
      for
      conducting such business at such Annual Meeting, (ii) the name and address,
      as
      they appear on the Corporation's stock transfer books, of the shareholder
      proposing such business, (iii) the class and number of shares of the
      Corporation's capital stock beneficially owned by the shareholder proposing
      such
      business, (iv) the names and addresses of the beneficial owners, if any, of
      any
      capital stock of the Corporation registered in such shareholder's name on such
      books, and the class and number of shares of the Corporation's capital stock
      beneficially owned by such beneficial owners, (v) the names and addresses of
      other shareholders known by the shareholder proposing such business to support
      such proposal, and the class and number of shares of the Corporation's capital
      stock beneficially owned by such other shareholders, and (vi) any material
      interest of the shareholder proposing to bring such business before such meeting
      (or any other shareholders known to be supporting such proposal) in such
      proposal.





If
      the
      Board of Directors or a designated committee thereof determines that any
      shareholder proposal was not made in a timely fashion in accordance with the
      provisions of this Section 2 or that the information provided in a shareholder's
      notice does not satisfy the information requirements of this Section 2 in any
      material respect, such proposal shall not be presented for action at the Annual
      Meeting in question. If neither the Board of Directors nor such committee makes
      a determination as to the validity of any shareholder proposal in the manner
      set
      forth above, the presiding officer of the Annual Meeting shall determine whether
      the shareholder proposal was made in accordance with the terms of this Section
      2. If the presiding officer determines that any shareholder proposal was not
      made in a timely fashion in accordance with the provisions of this Section
      2 or
      that the information provided in a shareholder's notice does not satisfy the
      information requirements of this Section 2 in any material respect, such
      proposal shall not be presented for action at the Annual Meeting in question.
      If
      the Board of Directors, a designated committee thereof, or the presiding officer
      determines that a shareholder proposal was made in accordance with the
      requirements of this Section 2, the presiding officer shall so declare at the
      Annual Meeting and ballots shall be provided for use at the meeting with respect
      to such proposal.





Notwithstanding
      the foregoing provisions of this By-law, a shareholder shall also comply with
      all applicable requirements of the Exchange Act, and the rules and regulations
      thereunder with respect to the matters set forth in this Section 2, and nothing
      in this Section 2 shall be deemed to affect any rights of shareholders to
      request inclusion of proposals in the Corporation's proxy statement pursuant
      to
      Rule 14a-8 under the Exchange Act.





SECTION
      3. Special Meetings. Except as otherwise required by law and subject to the
      rights, if any, of the holders of any series of Preferred Stock, special
      meetings of the shareholders of the Corporation may be called only by the Board
      of Directors pursuant to a resolution approved by the affirmative vote of a
      majority of the directors then in office, or upon delivery of written demand
      therefor to the Secretary describing the purpose or purposes for which it is
      to
      be held by the holders of not less than ten percent (10%) of the shares entitled
      to vote at the meeting.





SECTION
      4. Matters to be Considered at Special Meetings. No business other than
      specified in the call for the meeting shall be transacted at any special meeting
      of the shareholders.





SECTION
      5. Notice of Meetings; Adjournments. A written notice of each Annual Meeting
      stating the hour, date, and place of such Annual Meeting shall be given by
      the
      Secretary or an Assistant Secretary (or other person authorized by these By-laws
      or by law) not less than 10 days nor more than 60 days before the Annual
      Meeting, to each shareholder entitled to vote thereat and to each shareholder
      who, by law or under the Articles of Incorporation of the Corporation (as the
      same may hereafter be amended and/or restated, the "Articles of Incorporation")
      or under these By-laws, is entitled to such notice, by delivering such notice
      to
      him or by mailing it, postage prepaid, addressed to such shareholder at the
      address of such shareholder as it appears on the Corporation's stock transfer
      books. Such notice shall be deemed to be delivered when hand delivered to such
      address or deposited in the mail so addressed, with postage
      prepaid.





Notice
      of
      all special meetings of shareholders shall be given in the same manner as
      provided for Annual Meetings, except that the written notice of all special
      meetings shall state the purpose or purposes for which the meeting has been
      called.





Notice
      of
      an Annual Meeting or special meeting of shareholders need not be given to a
      shareholder if a written waiver of notice is signed before or after such meeting
      by such shareholder or if such shareholder attends such meeting, unless such
      attendance was for the express purpose of objecting at the beginning of the
      meeting to the transaction of any business because the meeting was not lawfully
      called or convened. Neither the business to be transacted at, nor the purpose
      of, any Annual Meeting or special meeting of shareholders need be specified
      in
      any written waiver of notice.





The
      Board
      of Directors may postpone and reschedule any previously scheduled Annual Meeting
      or special meeting of shareholders and any record date with respect thereto,
      regardless of whether any notice or public announcement with respect to any
      such
      meeting has been sent or made pursuant to Section 2 of this Article I or Section
      3 of Article II hereof or otherwise. In no event shall the public announcement
      of an adjournment, postponement, or rescheduling of any previously scheduled
      meeting of shareholders commence a new time period for the giving of a
      shareholder's notice under Section 2 of Article I and Section 3 of Article
      II of
      these By-laws.





When
      any
      meeting is convened, the presiding officer may adjourn the meeting if (a) no
      quorum is present for the transaction of business, (b) the Board of Directors
      determines that adjournment is necessary or appropriate to enable the
      shareholders to consider fully information which the Board of Directors
      determines has not been made sufficiently or timely available to shareholders,
      or (c) the Board of Directors determines that adjournment is otherwise in the
      best interests of the Corporation. When any Annual Meeting or special meeting
      of
      shareholders is adjourned to another hour, date, or place, notice need not
      be
      given of the adjourned meeting other than an announcement at the meeting at
      which the adjournment is taken of the hour, date, and place to which the meeting
      is adjourned; provided, however, that if the adjournment is for more than 120
      days, or if after the adjournment a new record date is fixed for the adjourned
      meeting, notice of the adjourned meeting shall be given to each shareholder
      of
      record entitled to vote thereat and each shareholder who, by law or under the
      Articles of Incorporation or these By-laws, is entitled to such
      notice.





SECTION
      6. Quorum. A majority of the shares entitled to vote, present in person or
      represented by proxy, shall constitute a quorum at any meeting of shareholders.
      If less than a quorum is present at a meeting, the holders of voting stock
      representing a majority of the voting power present at the meeting or the
      presiding officer may adjourn the meeting from time to time, and the meeting
      may
      be held as adjourned without further notice, except as provided in Section
      5 of
      this Article I. At such adjourned meeting at which a quorum is present, any
      business may be transacted which might have been transacted at the meeting
      as
      originally noticed. The shareholders present at a duly constituted meeting
      may
      continue to transact business until adjournment, notwithstanding the withdrawal
      of enough shareholders to leave less than a quorum.





SECTION
      7. Voting and Proxies. Shareholders shall have one vote for each share of stock
      entitled to vote owned by them of record according to the books of the
      Corporation, unless otherwise provided by law or by the Articles of
      Incorporation. Shareholders may vote either in person or by written proxy,
      but
      no proxy shall be voted or acted upon after eleven months from its date, unless
      the proxy expressly provides for a longer period. Proxies shall be filed with
      the Secretary of the meeting before being voted. Except as otherwise limited
      therein or as otherwise provided by law, proxies shall entitle the persons
      authorized thereby to vote at any adjournment of such meeting, but they shall
      not be valid after final adjournment of such meeting. The Corporation, if acting
      in good faith, may accept a proxy with respect to stock held in the name of
      two
      or more persons if executed by or on behalf of any one of them.





SECTION
      8. Action at Meeting. When a quorum is present, any matter before any meeting
      of
      shareholders shall be decided by the affirmative vote of the majority of shares
      present in person or represented by proxy at such meeting and entitled to vote
      on such matter, except where a larger vote is required by law, by the amended
      and restated Articles of Incorporation, or by these By-laws. Any election by
      shareholders shall be determined by a plurality of the votes of the shares
      present in person or represented by proxy at the meeting and entitled to vote
      on
      the election of directors, except where a larger vote is required by law, by
      the
      Articles of Incorporation, or by these By-laws. The Corporation shall not
      directly or indirectly vote any shares of its own stock; provided, however,
      that
      the Corporation may vote shares which it holds in a fiduciary capacity to the
      extent permitted by law.





SECTION
      9. Shareholder Lists. The Secretary or an Assistant Secretary (or the
      Corporation's transfer agent or other person authorized by these By-laws or
      by
      law) shall prepare and make available for inspection, within two business days
      after notice of the Annual Meeting or special meeting for which the list was
      prepared and continuing through such Annual Meeting or special meeting, a
      complete list of the shareholders entitled to vote at the meeting, arranged
      in
      alphabetical order and by voting group and class and series, if applicable,
      and
      showing the address of each shareholder and the number of shares registered
      in
      the name of each shareholder. Such list shall be open to the examination of
      any
      shareholder, or such shareholder's agent or attorney, for any purpose germane
      to
      the meeting, during ordinary business hours, upon written demand, either at
      a
      place within the city where the meeting is to be held, which place shall be
      specified in the notice of the meeting, or, if not so specified, at the place
      where the meeting is to be held. The list shall also be produced and kept at
      the
      hour, date, and place of the meeting during the whole time thereof, and may
      be
      inspected by any shareholder, and any such shareholder's agent or attorney,
      who
      is present.





SECTION
      10. Presiding Officer. The Chairman of the Board, if one is elected, or if
      not
      elected or in his or her absence, the Vice-Chairman, shall preside at all Annual
      Meetings or special meetings of shareholders and shall have the power, among
      other things, to adjourn such meeting at any time and from time to time, subject
      to Sections 5 and 6 of this Article I. The order of business and all other
      matters of procedure at any meeting of the shareholders shall be determined
      by
      the presiding officer.





SECTION
      11. Voting Procedures and Inspectors of Elections. The Corporation shall, in
      advance of any meeting of shareholders, 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 inspector who fails
      to
      act. If no inspector or alternate is able to act at a meeting of shareholders,
      the presiding officer shall appoint one or more inspectors to act at the
      meeting. Any inspector may, but need not, be an officer, employee, or agent
      of
      the Corporation. Each inspector, before entering upon the discharge of his
      or
      her duties, shall take and sign an oath faithfully to execute the duties of
      inspector with strict impartiality and according to the best of his or her
      ability. The inspectors shall perform such duties as are required by the New
      Hampshire Business Corporation Act, as amended from time to time (the "NHBCA"),
      including the counting of all votes and ballots. The inspectors may appoint
      or
      retain other persons or entities to assist the inspectors in the performance
      of
      the duties of the inspectors. The presiding officer may review all
      determinations made by the inspectors, and in so doing the presiding officer
      shall be entitled to exercise his or her sole judgment and discretion and he
      or
      she shall not be bound by any determinations made by the inspectors. All
      determinations by the inspectors and, if applicable, the presiding officer,
      shall be subject to further review by any court of competent
      jurisdiction.








ARTICLE
      II





Directors





SECTION
      1. Powers. All corporate powers shall be exercised by or under the authority
      of,
      and the business and affairs of the Corporation shall be managed under the
      direction of, the Board of Directors, except as otherwise provided by the
      Articles of Incorporation or required by law.





SECTION
      2. Number and Terms. At the effective date of these By-laws, the number of
      directors of the Corporation shall be ten. Thereafter, the number of directors
      of the Corporation shall be no less than eight and no more than thirteen. The
      exact number of directors within the minimum and maximum limitations specified
      in the preceding sentence shall be fixed from time to time during the three
      year
      period following the effective date of these By-laws by the Board pursuant
      to a
      resolution adopted by two-thirds of the entire Board of Directors and thereafter
      by a majority of the entire Board. No decrease in the number of directors
      constituting the Board shall shorten the term of any incumbent director. The
      affirmative vote of two-thirds of the directors of the Corporation shall be
      required to amend or repeal or adopt any provision in contravention of or
      inconsistent with the required directors' vote to fix the number of directors
      during the three-year period following the effective date of these By-laws
      as
      set forth in the third sentence of this Section 2.





SECTION
      3. Director Nominations. Nominations of candidates for election as directors
      of
      the Corporation at any Annual Meeting may be made only (a) by, or at the
      direction of, a [majority] of the Board of Directors or (b) by any holder of
      record (both as of the time notice of such nomination is given by the
      shareholder as set forth below and as of the record date for the Annual Meeting
      in question) of any shares of the capital stock of the Corporation entitled
      to
      vote at such Annual Meeting who complies with the timing, informational, and
      other requirements set forth in this Section 3. Any shareholder who has complied
      with the timing, informational, and other requirements set forth in this Section
      3 and who seeks to make such a nomination, or his, her, or its representative,
      must be present in person at the Annual Meeting. Only persons nominated in
      accordance with the procedures set forth in this Section 3 shall be eligible
      for
      election as directors at an Annual Meeting.





Nominations,
      other than those made by, or at the direction of, the Board of Directors, shall
      be made pursuant to timely notice in writing to the Secretary of the Corporation
      as set forth in this Section 3. For the first Annual Meeting following the
      date
      the Corporation becomes a reporting company under Section 13(a) or Section
      15(d)
      of the Exchange Act, a shareholder's notice shall be timely if delivered to,
      or
      mailed to and received by, the Corporation at its principal executive office
      not
      later than the close of business on the later of (i) the 75th day prior to
      the
      scheduled date of such Annual Meeting or (ii) the 15th day following the day
      on
      which public announcement of the date of such Annual Meeting is first made
      by
      the Corporation. For all subsequent Annual Meetings, a shareholder's notice
      shall be timely if delivered to, or mailed to and received by, the Corporation
      at its principal executive office not less than 75 days nor more than 120 days
      prior to the Anniversary Date; provided, however, that in the event the Annual
      Meeting is scheduled to be held on a date more than 30 days before the
      Anniversary Date or more than 60 days after the Anniversary Date, a
      shareholder's notice shall be timely if delivered to, or mailed and received
      by,
      the Corporation at its principal executive office not later than the close
      of
      business on the later of (x) the 75th day prior to the scheduled date of such
      Annual Meeting or (y) the 15th day following the day on which public
      announcement of the date of such Annual Meeting is first made by the
      Corporation.





A
      shareholder's notice to the Secretary shall set forth as to each person whom
      the
      shareholder proposes to nominate for election or re-election as a director:
      (1)
      the name, age, business address, and residence address of such person, (2)
      the
      principal occupation or employment of such person, (3) the class and number
      of
      shares of the Corporation's capital stock which are beneficially owned by such
      person on the date of such shareholder notice, and (4) the consent of each
      nominee to serve as a director if elected. A shareholder's notice to the
      Secretary shall further set forth as to the shareholder giving such notice:
      (a)
      the name and address, as they appear on the Corporation's stock transfer books,
      of such shareholder and of the beneficial owners (if any) of the Corporation's
      capital stock registered in such shareholder's name and the name and address
      of
      other shareholders known by such shareholder to be supporting such nominee(s),
      (b) the class and number of shares of the Corporation's capital stock which
      are
      held of record, beneficially owned, or represented by proxy by such shareholder
      and by any other shareholders known by such shareholder to be supporting such
      nominee(s) on the record date for the Annual Meeting in question (if such date
      shall then have been made publicly available) and on the date of such
      shareholder's notice, and (c) a description of all arrangements or
      understandings between such shareholder and each nominee and any other person
      or
      persons (naming such person or persons) pursuant to which the nomination or
      nominations are to be made by such shareholder.




If
        the
        Board of Directors or a designated committee thereof determines that any
        shareholder nomination was not made in accordance with the terms of this
        Section
        3 or that the information provided in a shareholder's notice does not satisfy
        the informational requirements of this Section 3 in any material respect,
        then
        such nomination shall not be considered at the Annual Meeting in question.
        If
        neither the Board of Directors nor such committee makes a determination as
        to
        whether a nomination was made in accordance with the provisions of this Section
        3, the presiding officer of the Annual Meeting shall determine whether a
        nomination was made in accordance with such provisions. If the presiding
        officer
        determines that any shareholder nomination was not made in accordance with
        the
        terms of this Section 3 or that the information provided in a shareholder's
        notice does not satisfy the informational requirements of this Section 3
        in any
        material respect, then such nomination shall not be considered at the Annual
        Meeting in question. If the Board of Directors, a designated committee thereof,
        or the presiding officer determines that a nomination was made in accordance
        with the terms of this Section 3, the presiding officer shall so declare
        at the
        Annual Meeting and ballots shall be provided for use at the meeting with
        respect
        to such nominee.







Notwithstanding
      anything to the contrary in the second paragraph of this Section 3, in the
      event
      that the number of directors to be elected to the Board of Directors of the
      Corporation is increased pursuant to Section 2 of Article II and there is no
      public announcement by the Corporation naming all of the nominees for director
      or specifying the size of the increased Board of Directors at least 75 days
      prior to the Anniversary Date, a shareholder's notice required by this Section
      3
      shall also be considered timely, but only with respect to nominees for any
      new
      positions created by such increase, if such notice shall be delivered to, or
      mailed to and received by, the Corporation at its principal executive office
      not
      later than the close of business on the 15th day following the day on which
      such
      public announcement is first made by the Corporation.





No
      person
      shall be elected by the shareholders as a director of the Corporation unless
      nominated in accordance with the procedures set forth in this Section. Election
      of directors at an Annual Meeting need not be by written ballot, unless
      otherwise provided by the Board of Directors, or presiding officer at such
      Annual Meeting. If written ballots are to be used, ballots bearing the names
      of
      all the persons who have been nominated for election as directors at the Annual
      Meeting in accordance with the procedures set forth in this Section shall be
      provided for use at the Annual Meeting.





SECTION
      4. Qualification. No director need be a resident of the State of New Hampshire,
      but directors must own qualifying shares of the Corporation with a fair market
      value at the time of such director's election of $5,000.





SECTION
      5. Vacancies. For a period of three years following the effective date of the
      Agreement and Plan of Merger by and among The Berlin City Bank, Northway
      Financial, Inc., Pemigewasset National Bank and Pemi Bancorp., Inc., dated
      as of
      March 14, 1997 (the "Merger Agreement"), subject to the rights, if any, of
      the
      holders of any series of Preferred Stock to elect directors and to fill
      vacancies in the Board of Directors relating thereto: (i) any vacancy in the
      Board of Directors occurring as a result of an increase in the size of the
      Board
      of Directors or the death, resignation, disqualification, or removal of a
      director nominated by Pemi Bancorp, Inc. pursuant to Section 1.09 of the Merger
      Agreement shall be filled solely by the affirmative vote of two-thirds of the
      remaining directors then in office, even if less than a quorum of the Board
      of
      Directors, and (ii) all other vacancies in the Board of Directors shall be
      filled solely by the affirmative vote of a majority of the remaining directors
      then in office, even if less than a quorum of the Board of Directors.
      Thereafter, subject to the rights, if any, of the holders of any series of
      Preferred Stock to elect directors and to fill vacancies on the Board of
      Directors relating thereto, any and all vacancies in the Board of Directors,
      however occurring, including, without limitation, by reason of an increase
      in
      size of the Board of Directors, or the death, resignation, disqualification,
      or
      removal of a director, shall be filled solely by the affirmative vote of a
      majority of the remaining directors then in office, even if less than a quorum
      of the Board of Directors. Any director appointed to fill a vacancy in
      accordance with the preceding provisions of this Section shall hold office
      until
      the next Annual Meeting and until such director's successor shall have been
      duly
      elected and qualified or until his or her earlier death, disqualification,
      resignation, or removal. Subject to the rights, if any, of the holders of any
      series of Preferred Stock to elect directors, when the number of directors
      is
      increased or decreased, the Board of Directors shall determine the class or
      classes to which the increased or decreased number of directors shall be
      apportioned; provided, however, that no decrease in the number of directors
      shall shorten the term of any incumbent director. In the event of a vacancy
      in
      the Board of Directors, the remaining directors, except as otherwise provided
      by
      law, may exercise the powers of the full Board of Directors until the vacancy
      is
      filled. The affirmative vote of two-thirds of the directors of the Corporation
      shall be required to amend or repeal or adopt any provision in contravention
      or
      inconsistent with clause (i) of the first sentence of this Section 5 of Article
      II.





SECTION
      6. Removal. Directors may be removed from office in the manner provided in
      the
      Articles of Incorporation.





SECTION
      7. Resignation. A director may resign at any time by giving written notice
      to
      the Chairman of the Board, if one is elected, the President, or the Secretary.
      A
      resignation shall be effective upon receipt, unless the resignation otherwise
      provides.





SECTION
      8. Regular Meetings. The regular annual meeting of the Board of Directors shall
      be held, without notice other than this Section 8, on the same date and at
      the
      same place as the Annual Meeting following the close of such meeting of
      shareholders. Other regular meetings of the Board of Directors may be held
      at
      such hour, date, and place as the Board of Directors may by resolution from
      time
      to time determine without notice other than such resolution.





SECTION
      9. Special Meetings. Special meetings of the Board of Directors may be called,
      orally or in writing, by or at the request of a majority of the directors,
      the
      Chairman of the Board, if one is elected, or the President. The person calling
      any such special meeting of the Board of Directors may fix the hour, date,
      and
      place thereof.





SECTION
      10. Notice of Meetings. Notice of the hour, date, and place of all special
      meetings of the Board of Directors shall be given to each director by the
      Secretary or an Assistant Secretary, or in case of the death, absence,
      incapacity, or refusal of such persons, by the Chairman of the Board, if one
      is
      elected, or the President or such other officer designated by the Chairman
      of
      the Board, if one is elected, or the President. Notice of any special meeting
      of
      the Board of Directors shall be given to each director in person, by telephone,
      or by facsimile, telex, telecopy, telegram, or other written form of electronic
      communication, sent to his or her business or home address, at least 24 hours
      in
      advance of the meeting, or by written notice mailed to his or her business
      or
      home address, at least 48 hours in advance of the meeting. Such notice shall
      be
      deemed to be delivered when hand delivered to such address, read to such
      director by telephone, deposited in the mail so addressed, with postage thereon
      prepaid if mailed, dispatched or transmitted if faxed, telexed or telecopied,
      or
      when delivered to the telegraph company if sent by telegram.





When
      any
      Board of Directors meeting, either regular or special, is adjourned for 30
      days
      or more, notice of the adjourned meeting shall be given as in the case of an
      original meeting. It shall not be necessary to give any notice of the hour,
      date, or place of any meeting adjourned for less than 30 days or of the business
      to be transacted thereat, other than an announcement at the meeting at which
      such adjournment is taken of the hour, date, and place to which the meeting
      is
      adjourned.





A
      written
      waiver of notice signed before or after a meeting by a director and filed with
      the records of the meeting shall be deemed to be equivalent to notice of the
      meeting. The attendance of a director at a meeting shall constitute a waiver
      of
      notice of such meeting, except where a director attends a meeting for the
      express purpose of objecting at the beginning of the meeting or promptly upon
      his or her arrival to the transaction of any business because such meeting
      is
      not lawfully called or convened and does not thereafter vote for or assent
      to
      action taken at the meeting. Except as otherwise required by law, by the
      Articles of Incorporation, or by these Bylaws, neither the business to be
      transacted at, nor the purpose of, any meeting of the Board of Directors need
      be
      specified in the notice or waiver of notice of such meeting.





SECTION
      11. Quorum. At any meeting of the Board of Directors, a majority of the
      directors then in office shall constitute a quorum for the transaction of
      business, but if less than a quorum is present at a meeting, a majority of
      the
      directors present may adjourn the meeting from time to time, and the meeting
      may
      be held as adjourned without further notice, except as provided in Section
      10 of
      this Article II. Any business which might have been transacted at the meeting
      as
      originally noticed may be transacted at such adjourned meeting at which a quorum
      is present.





SECTION
      12. Action at Meeting. At any meeting of the Board of Directors at which a
      quorum is present, a majority of the directors present may take any action
      on
      behalf of the Board of Directors, unless otherwise required by law, by the
      Articles of Incorporation, or by these Bylaws.





SECTION
      13. Action by Consent. Any action required or permitted to be taken at any
      meeting of the Board of Directors may be taken without a meeting if all members
      of the Board of Directors unanimously consent thereto in writing. Such action
      shall be evidenced by one or more written consents describing the action taken,
      signed by each director, and filed with the records of the meetings of the
      Board
      of Directors and shall be treated for all purposes as a vote at a meeting of
      the
      Board of Directors.





SECTION
      14. Manner of Participation. Directors may participate in meetings of the Board
      of Directors by means of conference telephone or similar communications
      equipment by means of which all directors participating in the meeting can
      hear
      each other, and participation in a meeting in accordance herewith shall
      constitute presence in person at such meeting for purposes of these
      By-laws.





SECTION
      15. Committees. The Board of Directors, by vote of a majority of the directors
      then in office, may elect from its number one or more committees, including,
      without limitation, an Executive Committee, a Compensation Committee, and an
      Audit Committee, each of which must contain two or more members, and may
      delegate thereto some or all of its powers except those which by law, by the
      Articles of Incorporation, or by these By-laws may not be delegated. Except
      as
      the Board of Directors may otherwise determine, any such committee may make
      rules for the conduct of its business, but unless otherwise provided by the
      Board of Directors or in such rules, its business shall be conducted so far
      as
      possible in the same manner as is provided by these By-laws for the Board of
      Directors. All members of such committees shall hold such offices at the
      pleasure of the Board of Directors. The Board of Directors may abolish any
      such
      committee at any time. Any committee to which the Board of Directors delegates
      any of its powers or duties shall keep records of its meetings and shall report
      its action to the Board of Directors. The Board of Directors shall have power
      to
      rescind any action of any committee, to the extent permitted by law, but no
      such
      rescission shall have retroactive effect.





SECTION
      16. Compensation of Directors. Directors shall receive such compensation for
      their services as shall be determined by a majority of the Board of Directors
      provided that directors who are serving the Corporation as employees and who
      receive compensation for their services as such shall not receive any salary
      or
      other compensation for their services as directors of the
      Corporation.





ARTICLE
      III





Officers





SECTION
      1. Enumeration. The officers of the Corporation shall consist of a Chairman,
      a
      Vice-Chairman, a President, a Treasurer, a Secretary, and such other officers,
      including, without limitation, a Chairman of the Board of Directors, a Chief
      Executive Officer, and one or more Vice Presidents (including Executive Vice
      Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant
      Treasurers, and Assistant Secretaries, as the Board of Directors may
      determine.





SECTION
      2. Election. At the regular annual meeting of the Board of Directors following
      the Annual Meeting of shareholders, the Board of Directors shall elect the
      President, the Treasurer, and the Secretary. Other officers may be elected
      by
      the Board of Directors at such regular annual meeting of the Board of Directors
      or at any other regular or special meeting.





SECTION
      3. Qualification. No officer need be a shareholder or a director. Any person
      may
      occupy more than one office of the Corporation at any time. Any officer may
      be
      required by the Board of Directors to give bond for the faithful performance
      of
      his or her duties in such amount and with such sureties as the Board of
      Directors may determine.





SECTION
      4. Tenure. Except as otherwise provided by the Articles of Incorporation or
      by
      these By-laws, each of the officers of the Corporation shall hold office until
      the regular annual meeting of the Board of Directors following the next Annual
      Meeting of shareholders and until his or her successor is elected and qualified
      or until his or her earlier death, disqualification, resignation, or
      removal.





SECTION
      5. Resignation. Any officer may resign at any time by delivering his or her
      written resignation to the Corporation addressed to the President or the
      Secretary, and such resignation shall be effective upon receipt unless it is
      specified to be effective at some other time or upon the happening of some
      other
      event.





SECTION
      6. Removal. Except as otherwise provided by law, the Board of Directors may
      remove any officer at any time with or without cause by the affirmative vote
      of
      two-thirds of the directors then in office.





SECTION
      7. Absence or Disability. In the event of the absence or disability of any
      officer, the Board of Directors may designate another officer to act temporarily
      in place of such absent or disabled officer.





SECTION
      8. Vacancies. Any vacancy in any office may be filled for the unexpired portion
      of the term by the Board of Directors.





SECTION
      9. President. The President shall, subject to the direction of the Board of
      Directors, have general supervision and control of the Corporation's business.
      The President shall have such other powers and perform such other duties as
      the
      Board of Directors may from time to time designate.





SECTION
      10. Chairman of the Board. The Chairman of the Board, if one is elected, shall
      preside, when present, at all meetings of the shareholders and of the Board
      of
      Directors. The Chairman of the Board shall have such other powers and shall
      perform such other duties as the Board of Directors may from time to time
      designate.





SECTION
      11. Vice-Chairman of the Board. The Vice-Chairman of the Board, if one is
      elected, shall, in the absence of the Chairman, preside at all meetings of
      the
      shareholders and the Board of Directors. The Vice-Chairman shall perform the
      duties and have the powers of the President or the Chief Executive Officer
      if he
      or she is absent and shall have such other powers and shall perform such other
      duties as the Board of Directors may from time to time designate. The
      affirmative vote of two-thirds of the directors of the Corporation shall be
      required to amend or repeal or adopt any provision in contravention of or
      inconsistent with this Section 11 during the three-year period following the
      effective date of these By-laws.





SECTION
      12. Chief Executive Officer. The Chief Executive Officer, if one is elected,
      shall have such powers and shall perform such duties as the Board of Directors
      may from time to time designate.





SECTION
      13. Vice Presidents and Assistant Vice Presidents. Any Vice President (including
      any Executive Vice President or Senior Vice President) and any Assistant Vice
      President shall have such powers and shall perform such duties as the Board
      of
      Directors or the Chief Executive Officer may from time to time
      designate.





SECTION
      14. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the
      direction of the Board of Directors and except as the Board of Directors or
      the
      Chief Executive Officer may otherwise provide, have general charge of the
      financial affairs of the Corporation and shall cause to be kept accurate books
      of account. The Treasurer shall have custody of all funds, securities, and
      valuable documents of the Corporation. He or she shall have such other duties
      and powers as may be designated from time to time by the Board of Directors
      or
      the Chief Executive Officer.





Any
      Assistant Treasurer shall have such powers and perform such duties as the Board
      of Directors or the Chief Executive Officer may from time to time
      designate.





SECTION
      15. Secretary and Assistant Secretaries. The Secretary shall record all the
      proceedings of the meetings of the shareholders and the Board of Directors
      (including committees of the Board) in books kept for that purpose. In his
      or
      her absence from any such meeting, a temporary secretary chosen at the meeting
      shall record the proceedings thereof. The Secretary shall have charge of the
      stock ledger (which may, however, be kept by any transfer or other agent of
      the
      Corporation). The Secretary shall have custody of the seal of the Corporation,
      if any, and the Secretary, or an Assistant Secretary, shall have authority
      to
      affix it to any instrument requiring it, and, when so affixed, the seal may
      be
      attested by his or her signature or that of an Assistant Secretary. The
      Secretary shall have such other duties and powers as may be designated from
      time
      to time by the Board of Directors or the Chief Executive Officer. In the absence
      of the Secretary, any Assistant Secretary may perform his or her duties and
      responsibilities.





Any
      Assistant Secretary shall have such powers and perform such duties as the Board
      of Directors or the Chief Executive Officer may from time to time
      designate.





SECTION
      16. Other Powers and Duties. Subject to these By-laws and to such limitations
      as
      the Board of Directors may from time to time prescribe, the officers of the
      Corporation shall each have such powers and duties as generally pertain to
      their
      respective offices, as well as such powers and duties as from time to time
      may
      be conferred by the Board of Directors or the Chief Executive
      Officer.





ARTICLE
      IV





Capital
      Stock





SECTION
      1. Certificates of Stock. Each shareholder shall be entitled to a certificate
      of
      the capital stock of the Corporation in such form as may from time to time
      be
      prescribed by the Board of Directors. Such certificate shall be signed by the
      Chairman of the Board of Directors, the President or a Vice President, and
      by
      the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
      Secretary. The Corporation seal and the signatures by the Corporation's
      officers, the transfer agent, or the registrar may be facsimiles. In case any
      officer, transfer agent, or registrar who has signed or whose facsimile
      signature has been placed on such certificate shall have ceased to be such
      officer, transfer agent, or registrar before such certificate is issued, it
      may
      be issued by the Corporation with the same effect as if he or she were such
      officer, transfer agent, or registrar at the time of its issue. Every
      certificate for shares of stock which are subject to any restriction on transfer
      and every certificate issued when the Corporation is authorized to issue more
      than one class or series of stock shall contain such legend with respect thereto
      as is required by law.





SECTION
      2. Transfers. Subject to any restrictions on transfer and unless otherwise
      provided by the Board of Directors, shares of stock may be transferred only
      on
      the books of the Corporation by the surrender to the Corporation or its transfer
      agent of the certificate theretofore properly endorsed or accompanied by a
      written assignment or power of attorney properly executed, with transfer stamps
      (if necessary) affixed, and with such proof of the authenticity of signature
      as
      the Corporation or its transfer agent may reasonably require.





SECTION
      3. Record Holders. Except as may otherwise be required by law, by the Articles
      of Incorporation, or by these By-laws, the Corporation shall be entitled to
      treat the record holder of stock as shown on its books as the owner of such
      stock for all purposes, including the payment of dividends and the right to
      vote
      with respect thereto, regardless of any transfer, pledge, or other disposition
      of such stock, until the shares have been transferred on the books of the
      Corporation in accordance with the requirements of these By-laws.





It
      shall
      be the duty of each shareholder to notify the Corporation of his or her post
      office address and any changes thereto.





SECTION
      4. Record Date. In order that the Corporation may determine the shareholders
      entitled to notice of or to vote at any meeting of shareholders or any
      adjournment thereof or entitled to receive payment of any dividend or other
      distribution or allotment of any rights, or entitled 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
      record date shall not precede the date upon which the resolution fixing the
      record date is adopted by the Board of Directors, and which record date shall
      not be more than seventy days prior to such meeting or other action. If no
      record date is fixed: (i) the record date for determining shareholders entitled
      to notice of or to vote at a meeting of shareholders 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 day next preceding the day
      on
      which the meeting is held and (ii) the record date for determining shareholders
      for any other purpose shall be at the close of business on the day on which
      the
      Board of Directors adopts the resolution relating thereto.





SECTION
      5. Replacement of Certificates. In case of the alleged loss, destruction, or
      mutilation of a certificate of stock, a duplicate certificate may be issued
      in
      place thereof, upon such terms as the Board of Directors may
      prescribe.





ARTICLE
      V





Indemnification





SECTION
      1. Definitions. For purposes of this Article:





(a)
      "Director" means an individual who is or was on the Board of Directors of the
      Corporation or an individual who, while a director of the Corporation, is or
      was
      serving at the Corporation's request as a director, officer, partner, trustee,
      employee, or agent of another foreign or domestic corporation, partnership,
      joint venture, trust, employee, benefit plan, or other enterprise;





(b)
      "Disinterested Director" means, with respect to each Proceeding in respect
      of
      which indemnification is sought hereunder, a Director of the Corporation who
      is
      not and was not a Party to such Proceeding;





(c)
      "Expenses" means all reasonable attorneys' fees, retainers, court costs,
      transcript costs, fees of expert witnesses, private investigators, and
      professional advisors (including, without limitation, accountants and investment
      bankers), travel expenses, duplicating costs, printing and binding costs, costs
      of preparation of demonstrative evidence and other courtroom presentation aids
      and devices, costs incurred in connection with document review, organization,
      imaging, and computerization, telephone charges, postage, delivery service
      fees,
      and all other disbursements, costs, or expenses of the type customarily incurred
      in connection with prosecuting, defending, preparing to prosecute or defend,
      investigating, being or preparing to be a witness in, settling, or otherwise
      participating in, a Proceeding;





(d)
      "Liability" means the obligation to pay a judgment, settlement, penalty, fine,
      including an excise tax assessed with respect to an employee benefit plan,
      or
      reasonable Expenses incurred in connection with a Proceeding;





(e)
      "Non-Officer Employee" means an individual who is or was an employee of the
      Corporation but who is not or was not a Director or Officer, or an individual
      who, while a Non-Officer Employee of the Corporation, is or was serving at
      the
      Corporation's request as a director, officer, partner, trustee, employee, or
      agent of another foreign or domestic corporation, partnership, joint venture,
      trust, employee, benefit plan, or other enterprise;





(f)
      "Party" includes any individual who was, is, or is threatened to be made a
      named
      defendant or respondent in a Proceeding.





(g)
      "Proceeding" means any threatened, pending or completed action, suit,
      arbitration, alternate dispute resolution mechanism, inquiry, investigation,
      administrative hearing, or other proceeding, whether civil, criminal,
      administrative, arbitrative, or investigative and whether formal or
      informal;





(h)
      "Officer" means an individual who is or was appointed by the Board of Directors
      of the Corporation or an individual who, while an Officer of the Corporation,
      is
      or was serving at the Corporation's request as a director, officer, partner,
      trustee, employee, or agent of another foreign or domestic corporation,
      partnership, joint venture, trust, employee, benefit plan, or other
      enterprise;





SECTION
      2. Indemnification of Directors and Officers. Subject to the operation of
      Section 4 of this Article V, each Director and Officer shall be indemnified
      and
      held harmless by the Corporation to the fullest extent authorized by the NHBCA,
      as the same exists or may hereafter be amended (but, in the case of any such
      amendment, only to the extent that such amendment permits the Corporation to
      provide broader indemnification rights than such law permitted the Corporation
      to provide prior to such amendment) against any and all Expenses and Liabilities
      that are incurred by such Director or Officer or on such Director or Officer's
      behalf in connection with any Proceeding or any claim, issue, or matter therein,
      which such Director or Officer is a Party to or participant in by reason of
      such
      Director or Officer's status as a Director or Officer, if such Director or
      Officer acted in good faith and in a manner such Director or Officer reasonably
      believed to be in, or not opposed to, the best interests of the Corporation
      and,
      with respect to any criminal proceeding, had no reasonable cause to believe
      his
      or her conduct was unlawful. The rights of indemnification provided by this
      Section 2 shall continue as to a Director or Officer after he or she has ceased
      to be a Director or Officer and shall inure to the benefit of his or her heirs,
      executors, administrators, and personal representatives. Notwithstanding the
      foregoing, the Corporation shall indemnify any Director or Officer seeking
      indemnification in connection with a Proceeding initiated by such Director
      or
      Officer only if such Proceeding was authorized by the Board of Directors of
      the
      Corporation.





SECTION
      3. Indemnification of Non-Officer Employees. Subject to the operation of Section
      4 of this Article V, each Non-Officer Employee may, in the discretion of the
      Board of Directors of the Corporation, be indemnified by the Corporation to
      the
      fullest extent authorized by the NHBCA, as the same exists or may hereafter
      be
      amended, against any or all Expenses and Liabilities that are incurred by such
      Non-Officer Employee or on such Non-Officer Employee's behalf in connection
      with
      any Proceeding, or any claim, issue, or matter therein, which such Non-Officer
      Employee is a Party to or participant in by reason of such Non-Officer
      Employee's status as a Non-Employee Officer, if such Non-Officer Employee acted
      in good faith and in a manner such Non-Officer Employee reasonably believed
      to
      be in, or not opposed to, the best interests of the Corporation and, with
      respect to any criminal proceeding, had no reasonable cause to believe his
      or
      her conduct was unlawful. The rights of indemnification provided by this Section
      3 shall continue as to a Non-Officer Employee after he or she has ceased to
      be a
      Non-Officer Employee and shall inure to the benefit of his or her heirs,
      personal representatives, executors, and administrators. Notwithstanding the
      foregoing, the Corporation may indemnify any Non-Officer Employee seeking
      indemnification in connection with a Proceeding initiated by such Non-Officer
      Employee only if such Proceeding was authorized by the Board of Directors of
      the
      Corporation.





SECTION
      4. Good Faith. Unless ordered by a court, no indemnification shall be provided
      pursuant to this Article V to a Director, to an Officer or to a Non-Officer
      Employee unless a determination shall have been made that such person acted
      in
      good faith and in a manner such person reasonably believed to be in, or not
      opposed to, the best interests of the Corporation and, with respect to any
      criminal Proceeding, such person had no reasonable cause to believe his or
      her
      conduct was unlawful. Such determination shall be made by (a) a majority vote
      of
      the Disinterested Directors, even though less than a quorum of the Board of
      Directors, (b) if there are no such Disinterested Directors, or if a majority
      of
      Disinterested Directors so direct, by independent legal counsel in a written
      opinion, or (c) by the shareholders of the Corporation provided that shares
      owned by or voted under the control of Directors who are not Disinterested
      Directors may not be voted in the determination.





SECTION
      5. Advancement of Expenses to Directors Prior to Final Disposition. The
      Corporation shall advance all Expenses incurred by or on behalf of any Director
      in connection with any Proceeding in which such Director is involved by reason
      of such Director's status as a Director within ten days after the receipt by
      the
      Corporation of a written statement from such Director requesting such advance
      or
      advances from time to time, whether prior to or after final disposition of
      such
      Proceeding. Such statement or statements shall reasonably evidence the Expenses
      incurred by such Director and shall be preceded or accompanied by (i) a written
      affirmation of such Director's good faith belief that such Director has met
      the
      standard of conduct set forth in Section 2 above, and (ii) a written undertaking
      by or on behalf of such Director to repay any Expenses so advanced if it shall
      ultimately be determined that such Director is not entitled to be indemnified
      against such Expenses.





SECTION
      6. Advancement of Expenses to Officers and Non-Officer Employees Prior to Final
      Disposition. The Corporation may, in the discretion of the Board of Directors
      of
      the Corporation, advance any or all Expenses incurred by or on behalf of any
      Officer or Non-Officer Employee in connection with any Proceeding in which
      such
      Officer or Non-Officer Employee is involved by reason of such Officer or
      Non-Officer Employee's status as an Officer or Non-Officer Employee upon the
      receipt by the Corporation of a statement or statements from such Officer or
      Non-Officer Employee requesting such advance or advances from time to time,
      whether prior to or after final disposition of such Proceeding. Such statement
      or statements shall reasonably evidence the Expenses incurred by such Officer
      or
      Non-Officer Employee and shall be preceded or accompanied by (i) a written
      affirmation of such Officer's or Non-Officer Employee's good faith belief that
      he or she has met the standard of conduct set forth in Section 2 or Section
      3,
      hereof, as the case may be, and (ii) a written undertaking by or on behalf
      of
      such Officer or Non-Officer Employee to repay any Expenses so advanced if it
      shall ultimately be determined that such Officer or Non-Officer Employee is
      not
      entitled to be indemnified against such Expenses.





SECTION
      7. Contractual Nature of Rights. The foregoing provisions of this Article V
      shall be deemed to be a contract between the Corporation and each Director
      and
      Officer who serves in such capacity at any time while this Article V is in
      effect, and any repeal or modification thereof shall not affect any rights
      or
      obligations then existing with respect to any state of facts then or theretofore
      existing or any Proceeding theretofore or thereafter brought based in whole
      or
      in part upon any such state of facts. If a claim for indemnification or
      advancement of Expenses hereunder by a Director or Officer is not paid in full
      by the Corporation within (a) 60 days after the Corporation's receipt of a
      written claim for indemnification, or (b) in the case of a Director, 10 days
      after the Corporation's receipt of documentation of Expenses and the required
      undertaking, such Director or Officer may at any time thereafter bring suit
      against the Corporation to recover the unpaid amount of the claim, and if
      successful in whole or in part, such Director or Officer shall also be entitled
      to be paid the expenses of prosecuting such claim. The failure of the
      Corporation (including its Board of Directors or any committee thereof,
      independent legal counsel, or shareholders) to make a determination concerning
      the permissibility of such indemnification or, in the case of a Director,
      advancement of Expenses, under this Article V shall not be a defense to the
      action and shall not create a presumption that such indemnification or
      advancement is not permissible.





SECTION
      8. Non-Exclusivity of Rights. The rights to indemnification and advancement
      of
      Expenses set forth in this Article V shall not be exclusive of any other right
      which any Director, Officer, or Non-Officer Employee may have or hereafter
      acquire under any statute, provision of the Corporation's Articles of
      Incorporation, or these By-laws, or pursuant to any agreement, vote of
      shareholders or Disinterested Directors or otherwise.





SECTION
      9. Insurance. The Corporation may maintain insurance, at its expense, to protect
      itself and any Director, Officer, or Non-Officer Employee against any liability
      of any character asserted against or incurred by the Corporation or any such
      Director, Officer, or Non-Officer Employee, or arising out of any such person's
      status as such Director, Officer, or Non-Officer Employee, whether or not the
      Corporation would have the power to indemnify such person against such liability
      under the NHBCA or the provisions of this Article V.





ARTICLE
      VI





Miscellaneous
      Provisions





SECTION
      1. Fiscal Year. Except as otherwise determined by the Board of Directors, the
      fiscal year of the Corporation shall end on the last day of December of each
      year.





SECTION
      2. Seal. The Board of Directors shall have power to adopt and alter the seal
      of
      the Corporation.





SECTION
      3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds,
      notes, and other obligations to be entered into by the Corporation in the
      ordinary course of its business without director action may be executed on
      behalf of the Corporation by the Chairman of the Board, if one is elected,
      the
      President, or the Treasurer or any other officer, employee, or agent of the
      Corporation as the Board of Directors or Executive Committee may
      authorize.





SECTION
      4. Voting of Securities. Unless the Board of Directors otherwise provides,
      the
      Chairman of the Board, if one is elected, the President, or the Treasurer may
      waive notice of and act on behalf of this Corporation, or appoint another person
      or persons to act as proxy or attorney in fact for this Corporation with or
      without discretionary power and/or power of substitution, at any meeting of
      shareholders or shareholders of any other corporation or organization, any
      of
      whose securities are held by this Corporation.





SECTION
      5. Resident Agent. The Board of Directors may appoint a resident agent upon
      whom
      legal process may be served in any action or proceeding against the
      Corporation.





SECTION
      6. Corporate Records. The original or attested copies of the Articles of
      Incorporation, By-laws, and records of all meetings of the incorporators,
      shareholders, and the Board of Directors and the stock transfer books, which
      shall contain the names of all shareholders, their record addresses, and the
      amount of stock held by each, may be kept outside the State of New Hampshire
      and
      shall be kept at the principal office of the Corporation and at such other
      place
      or places as may be designated from time to time by the Board of
      Directors.





SECTION
      7. Amendment of By-laws.





(a)
      Amendment by Directors. Except as provided otherwise by law or elsewhere in
      these By-laws, these By-laws may be amended or repealed by the Board of
      Directors by the affirmative vote of a majority of the directors then in
      office.





(b)
      Amendment by Shareholders. These By-laws may be amended or repealed at any
      Annual Meeting of shareholders, or special meeting of shareholders called for
      such purpose, by the affirmative vote of at least two-thirds of the shares
      present in person or represented by proxy at such meeting and entitled to vote
      on such amendment or repeal, voting together as a single class; provided,
      however, that if the Board of Directors recommends that shareholders approve
      such amendment or repeal at such meeting of shareholders, such amendment or
      repeal shall only require the affirmative vote of the majority of the shares
      present in person or represented by proxy at such meeting and entitled to vote
      on such amendment or repeal, voting together as a single class.





Adopted
      September 16, 1997 and effective as of September 16, 1997.