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Exhibit 3.2 BY-LAWS OF LAFARGE NORTH AMERICA INC. As amended February 4, 2005 ARTICLE I STOCKHOLDERS SECTION 1.01.Annual Meetings. The Corporation shall hold each year an annual
meeting of the stockholders for the election of directors and the transaction of any other business
within the powers of the Corporation. Annual meetings of stockholders shall be held on such day
during the period April l5th to May 14th of each calendar year as shall be designated by the Board
of Directors and at a time stated in the notice of meeting. Any business of the Corporation may be
considered at an annual meeting without the purpose of such business being specified in the notice,
except such business as is specifically required by statute or by the Articles of Incorporation to
be specified in the notice. Failure to hold an annual meeting at the designated time shall not,
however, invalidate the corporate existence or affect any otherwise valid corporate acts. SECTION 1.02.Special Meetings. At any time in the interval between annual meetings,
special meetings of the stockholders may be called by the Chairman of the Board, the Vice Chairman
of the Board, the President and Chief Executive Officer, a majority of the Board of Directors or by
any other person specified in the Charter. Special meetings of the stockholders shall also be
called by the Secretary upon the written request of stockholders entitled to cast at least
twenty-five per cent (25%) of all the votes entitled to be cast at such meeting; provided,
however, that a special meeting need not be called to consider any matter which is
substantially the same as a matter voted on at any special meeting of the stockholders held during
the preceding twelve (12) months, unless a meeting is requested by stockholders entitled to cast a
majority of all the votes entitled to be cast at such meeting. In any case in which a




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special meeting is called by written request of the stockholders, such request shall state the
purpose of the meeting and the matters proposed to be acted on at it. SECTION 1.03.Place of Meetings. Except as limited by statute, all meetings of
stockholders shall be held at such place within or without the State of Maryland as shall be
determined from time to time by the Board of Directors and stated in the notice of meeting. SECTION 1.04.Notice of Meetings. Except as provided below, not less than ten (10)
days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary
shall give to each stockholder entitled to vote at such meeting, and to each stockholder not
entitled to vote who is entitled by statute to notice, written or printed notice stating the time
and place of the meeting and, in the case of a special meeting or if otherwise required by statute,
the purpose or purposes for which the meeting is called, either by mailing it to him at his address
as it appears on the records of the corporation or by delivering it to him personally or by leaving
it at his residence or usual place of business. If a special meeting is called by the stockholders,
the Secretary shall inform the stockholders who make the request of the reasonably estimated cost
of preparing and mailing a notice of the meeting, and on payment of these costs to the Corporation
shall notify each stockholder entitled to notice of the meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail addressed to the stockholder at his
post office address as it appears on the records of the Corporation, with postage thereon prepaid.
Notwithstanding the foregoing provisions, a written waiver of any required notice regarding any
stockholder meeting, signed by the person or persons entitled to such notice, whether before or
after the holding thereof, and filed with the records of the meeting, or by actual attendance at
the meeting in person or by proxy, shall be deemed equivalent to the giving of such notice to such
person. SECTION 1.05.Conduct of Meetings. Meetings of stockholders shall be presided over
by the Chairman of the Board, or, if he is not present, by the Vice Chairman of the Board, or, if
he is not present, by the President and Chief Executive Officer, or, if he is not present, by a
Vice President, or, if none of said officers is present, by a chairman to be elected at the
meeting. The Secretary or, if he is not present, any Assistant Secretary, shall act as secretary of
such meetings; in the absence of the
Secretary and any 2




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Assistant Secretary, the presiding officer may appoint a person to act as
secretary of the meeting. SECTION 1.06.Quorum. Unless otherwise provided in the Charter, at any meeting of
stockholders the presence in person or by proxy of stockholders entitled to cast a majority of the
votes entitled to be cast thereat shall constitute a quorum; but this Section shall not affect any
requirement under statute or under the Charter for the vote necessary for the adoption of any
measure. In the absence of a quorum, the stockholders present in person or by proxy, by majority
vote and without notice other than by announcement, may adjourn the meeting from time to time until
a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at any meeting as originally notified.
In the event that at any meeting a quorum exists for the transaction of some business, but does not
exist for the transaction of other business, the business as to which a quorum is present may be
transacted by the holders of stock present in person or by proxy who are entitled to vote thereon.
Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the
same or some other place at a date not to exceed more than 120 days after the original record date,
and no notice need be given of any such adjourned meeting other than by announcement. SECTION 1.07.Proxies. A stockholder may vote the shares owned of record by him
either in person or by a written proxy signed by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months from its date, unless otherwise
provided in the proxy. A proxy need not be sealed, witnessed or acknowledged. SECTION 1.08.Votes Required. A majority of the votes cast at a meeting of
stockholders, duly called and at which a quorum is present, shall be sufficient to take or
authorize action upon any matter which may properly come before the meeting, unless otherwise
provided by statute or by the Charter. Unless the Charter provides for a greater or lesser number
of votes per share or limits or denies voting rights, each outstanding share of stock, regardless
of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. SECTION 1.09.Voting. In all elections for directors every stockholder shall have
the right to 3




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vote, in person or by proxy, each share of stock owned of record by him, for as many
persons as there are directors to be elected and for whose election the share is entitled to be
voted. At all meetings of stockholders, unless the voting is conducted by inspectors, the proxies
and ballots shall be received, and all questions touching the qualification of the voters and the
validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of
the meeting. If demanded by a stockholder or stockholders, present at a meeting, in person or by
proxy, entitled to cast ten per cent (10%) of the votes entitled to be cast thereat, or if ordered
by the chairman, the vote upon any election or question shall be taken by ballot and, upon like
demand or order, the voting shall be conducted by two inspectors, in which event the proxies and
ballots shall be received, and all questions touching the qualification of voters and the validity
of proxies and the acceptance or rejection of votes, shall be decided by such inspectors. Unless so
demanded or ordered, no vote need be by ballot and voting need not be conducted by inspectors. If
inspections are demanded by the stockholders or ordered by the chairman, the stockholders at any
meeting may choose an inspector or inspectors to act at such meeting, and in default of such
election the chairman of the meeting shall appoint such inspector or inspectors. No candidate for
election as a director at a meeting shall serve as an inspector thereat. SECTION 1.10.Informal Action by Stockholders. Any action required or permitted to
be taken at any meeting of stockholders may be taken without a meeting if there is filed with the
minutes of proceedings of stockholders a unanimous written consent which sets forth the action and
is signed by each stockholder entitled to vote on the matter; and a written waiver of any right to
dissent signed by each stockholder entitled to notice of the meeting, but not entitled to vote at
it. SECTION 1.11.Voting Rights of Certain Control Shares. Notwithstanding any other
provision of the Charter of the Corporation or these By-laws, Title 3, Subtitle 7 of the
Corporations and Associations Article of the Annotated Code of Maryland (or any successor statute)
shall not apply to any acquisition by any person of shares of stock of the Corporation. This
Section may be repealed, in whole or in part, at any time, whether before or after an acquisition
of control shares and, upon such repeal,
may, to the extent provided by any successor by-law, apply to any
prior or subsequent control share acquisition. 4




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ARTICLE II BOARD OF DIRECTORS SECTION 2.01.Powers. The business and affairs of the Corporation shall be managed
under the direction of its Board of Directors. All powers of the Corporation may be exercised by or
under authority of the Board of Directors, except as conferred upon or reserved to the stockholders
by statute, the Charter or the By-Laws. SECTION 2.02. Number of Directors. The number of directors of the Corporation which shall
constitute the whole Board shall be fifteen (15). By vote of a majority of the entire Board of
Directors, the number of directors fixed by the Charter or by the By-Laws may be increased or
decreased, from time to time, not to exceed seventeen (17) nor be less than three (3) directors,
but the tenure of office of a director shall not be affected by any decrease in the number of
directors so made by the Board. Directors need not be stockholders in the Corporation or residents
of the State of Maryland. SECTION 2.03.Election of Directors. At each annual meeting, the stockholders shall
elect directors to hold office until the next succeeding annual meeting or until their successors
are elected and qualify. At any meeting of stockholders, duly called and at which a quorum is
present, the stockholders may, by the affirmative vote of the holders of a majority of the votes
entitled to be cast thereon, remove any director or directors from office, except as otherwise
provided by statute, and may elect a successor or successors to fill any resulting vacancies for
the unexpired terms of the removed directors. In case such a removal occurs but the stockholders
entitled to vote thereon fail to fill any resulting vacancies, such vacancies may be filled by the
Board of Directors pursuant to Section 2.04. Any director may resign at any time upon written
notice to the Corporation. SECTION 2.04.Vacancies. Subject to Section 2.03, any vacancy occurring in the Board
of Directors for any cause other than by reason of an increase in the number of directors may be
filled by a majority of the remaining members of the Board of Directors, although such majority is
less than a
quorum. Any vacancy occurring by reason of an increase in the number of directors may be filled by 5




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action of a majority of the entire Board of Directors as constituted prior to such increase. A
director elected by the Board of Directors to fill a vacancy shall be elected to hold office until
the next annual meeting of the stockholders or until his successor is elected and qualifies. SECTION 2.05.Regular Meetings. After each meeting of stockholders at which a Board
of Directors shall have been elected, the Board of Directors so elected shall meet as soon as
practicable for the purpose of organization and the transaction of other business; and in the event
that no other time is designated by the stockholders, the Board of Directors shall meet promptly
following the close of such meeting on the day of such meeting. Such first meeting shall be held at
such place within or without the State of Maryland as may be designated by the stockholders, or in
default of such designation at the place designated by the Board of Directors for such first
regular meeting, or in default of such designation at the place of the holding of the immediately
preceding annual meeting of stockholders. No notice of such first meeting shall be necessary if
held as hereinabove provided. Other regular meetings of the Board of Directors may be held on such
dates and at such places within or without the State of Maryland as may be designated from time to
time by the Board of Directors and no additional notice of such regular meetings shall be required. SECTION 2.06.Special Meetings. Special Meetings of the Board of Directors may be
called at any time by the Chairman of the Board, by the President and Chief Executive Officer, or
by a majority of the Board of Directors by vote at a meeting, or in writing with or without a
meeting. Such special meetings shall be held at such place or places within or without the State of
Maryland as may be designated from time to time by the Board of Directors. SECTION 2.07.Notice of Meetings. Notice of the place, day and hour of every special
meeting shall be given to each director at least forty-eight (48) hours before the time of the
meeting, by delivering the same to him personally, by telephone, by telegraph, or by delivering the
same at his residence or usual place of business, or, in the alternative, by mailing such notice no
later than the seventh day preceding the day upon which the meeting is to be held, postage paid,
and addressed to him at his last
known post office address, according to the records of the Corporation; provided, however, that if
the person calling the 6




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meeting is of the opinion that the matters to be considered thereat involve
an emergency, notice of such meeting shall be given by such means and within such time preceding
the time at which the meeting is to be held as the person calling the meeting shall in his
discretion deem reasonable and appropriate under the circumstances. Unless required by a resolution
of the Board of Directors, no notice of any meeting of the Board of Directors and no waiver of
notice of any such meeting need state the business to be transacted thereat. No notice of any
meeting of the Board of Directors need be given to any director who attends such meeting, or to any
director who signs a waiver of notice of such meeting, either before or after the holding thereof,
and such waiver is filed with the records of the meeting. Any meeting of the Board of Directors,
regular or special, may adjourn from time to time to reconvene at the same or some other place, and
no notice need be given of any such adjourned meeting other than by announcement. SECTION 2.08.Quorum. At all meetings of the Board of Directors, a majority of the
entire Board of Directors, but in no event fewer than two (2) directors, shall be necessary and
sufficient to constitute a quorum for the transaction of business. Except as otherwise provided by
statute, by the Charter or by the By-Laws, the affirmative vote of a majority of the directors
present at a meeting at which a quorum is present shall be necessary to elect and pass any measure.
In the absence of a quorum, the directors present by majority vote and without notice other than by
announcement may adjourn the meeting from time to time until a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally notified. SECTION 2.09.Compensation. The Board of Directors may provide for the payment to
directors of stated amounts annually for services incident to serving as directors and committee
members, or in the alternative, a fixed sum for attendance at each meeting of the Board of
Directors or committees thereof, Directors shall be reimbursed by the Corporation for reasonable
expenses incurred in attending such meetings. Except as otherwise provided by the Board of
Directors, the receipt of amounts or sums
authorized hereby shall not preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. 7




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SECTION 2.10.Informal Action by Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may be taken without a
meeting, if a unanimous written consent which sets forth such action is signed by all members of
the Board of Directors or of such committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board of Directors or committee. SECTION 2.11.Telephone Meetings. Members of the Board of Directors may participate
in a meeting of such Board by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other at the same time,
and participation by such means shall constitute presence in person at a meeting. ARTICLE III
COMMITTEES SECTION 3.01.Committees. The Board of Directors may appoint from among the
directors an Executive Committee and such other committees, to consist of such numbers of
directors, not less than two, as the Board of Directors may from time to time determine. The Board
of Directors shall have power at any time to remove any members of the Executive Committee and of
each other committee and to fill vacancies therein. When the Board of Directors is not in session,
the Executive Committee shall have and may exercise, in the absence of or subject to any
restrictions which the Board of Directors may from time to time impose, all of the powers of the
Board of Directors in the management of the business and affairs of the Corporation, except the
power to declare dividends or distributions on stock, to issue stock (except as provided by
statute), to recommend to stockholders any action requiring stockholders approval, to amend the
By-Laws, or to approve any merger or share exchange which does not require stockholder approval.
Other committees shall have such powers, subject to applicable law, as shall be designated by the
Board of Directors from time to time. SECTION 3.02.Advisory Committees. The Board of Directors may designate such
advisory committees from time to time as the Board of Directors, in its discretion, deems necessary
and proper, to 8




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perform such duties as may be determined by the Board of Directors at the time of
their designation or as may be modified thereafter by the Board of Directors or the Executive
Committee; provided, however, that any such advisory committee or committees shall have and may
exercise only the power to recommend action to the Board of Directors or the Executive Committee.
Each advisory committee shall consist of two or more individuals (with such alternates, if any, as
may be deemed desirable) selected by the Board of Directors, who may but need not be members of the
Board of Directors. SECTION 3.03.Committee Meetings. Meetings of any committee of directors or advisory
committee may be called by the Chairman of the Board or the President and Chief Executive Officer
of the Corporation or by any member of the committee and may be held at any office of the
Corporation or elsewhere, as specified in the notice or waiver of notice of the meeting, upon not
less than twenty-four (24) hours notice by telephone or telegram (notice by telegram shall be
deemed given upon delivery to the telegraph company), upon notice by mail if such notice is mailed
postage prepaid not later than the second day preceding the day upon which the meeting is to be
held, or upon written waiver of notice given before or after the meeting; provided, however, that
if the person calling the meeting is of the opinion that the matters to be considered thereat
involve an emergency, notice of the meeting shall be given to each member by such means and within
such time preceding the time the meeting is to be held as the person calling the meeting shall in
his discretion deem reasonable and appropriate under the circumstances. Notice of any meeting may
be given by the Chairman of the Board or the President and Chief Executive Officer of the
Corporation, by any member of the committee or by the secretary of the committee. Neither the
business to be transacted at, nor the purpose of, any meeting of a committee need be specified in
the notice or the waiver of notice of such meeting. Members of any committee may participate in a
meeting of the 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 participation in a
meeting through such means shall constitute presence in person at such meeting. Any
action required or permitted to be taken at any meeting of a committee may be taken without a
meeting if all members of the committee consent thereto in writing filed with the minutes of the
proceedings of the 9




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committee. A majority of a committee shall constitute a quorum for the
transaction of business, and in the event a quorum is not present at any meeting the member or
members present may adjourn the meeting from time to time without further notice until a quorum is
present. Each committee shall designate one of its members as chairman (except that the Chairman of
the Board of the Corporation shall act as Chairman of the Executive Committee) and shall appoint a
secretary (who need not be a member of the committee), who shall keep minutes of its meetings. As
soon as practicable, the minutes of each meeting and any writing evidencing action by unanimous
consent shall be submitted to the Board of Directors, with or without a report, as such committee
may deem appropriate. ARTICLE IV OFFICERS SECTION 4.01.Elected Officers. The elected officers of the Corporation shall be a
Chairman of the Board; a Vice Chairman of the Board; a President and Chief Executive Officer; one
or more Executive Vice Presidents, one or more Senior Vice Presidents and one or more Vice
Presidents as may be determined by the Board of Directors; a Secretary; a Treasurer; and a
Controller. SECTION 4.02.Election. The Board of Directors at its first meeting after each
annual meeting of stockholders shall elect a Chairman of the Board from among its members, and a
Vice Chairman of the Board, a President and Chief Executive Officer, one or more Executive Vice
Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a Secretary, a
Treasurer and a Controller, none of whom need be a member of the Board. With the exception of the
President and Chief Executive Officer, who may not serve concurrently as a Vice President, any
officer may hold more than one office. A person who holds more than one office in the Corporation
may not act in more than one capacity to execute, acknowledge or verify an instrument required by
law to be executed, acknowledged or verified by more than one officer. SECTION 4.03.Appointed Officers. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for such terms and
shall exercise such 10




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powers and perform such duties as shall be determined from time to time by the
Board of Directors. SECTION 4.04.Compensation. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors, except to the extent that the authority to
fix such salaries has been delegated by the Board of Directors to designated officers of the
Corporation. SECTION 4.05.Term of Office. Except as may be otherwise provided by the Board of
Directors or in the By-Laws, each officer of the Corporation shall hold office until the first
meeting of the Board of Directors after the next annual meeting of stockholders following his
election or appointment and until his successor is chosen and qualifies. Any officer or agent
elected or appointed by the Board of Directors may be removed at any time by an action of the Board
of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors. SECTION 4.06.Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the Board of Directors and the stockholders. He shall have and exercise such powers as
are, from time to time, assigned to him by the Board of Directors. SECTION 4.07.Vice Chairman of the Board. The Vice Chairman of the Board shall, in
the absence or disability of the Chairman of the Board, perform the duties and exercise the powers
of the Chairman of the Board and perform such other duties and have such other powers as the Board
of Directors may from time to time prescribe. SECTION 4.08.President and Chief Executive Officer. The President and Chief
Executive Officer shall be the chief executive officer of the Corporation and shall report to the
Executive Committee and the Board of Directors, shall have and exercise general and active
management of the business and affairs of the Corporation and shall see that all orders and
resolutions of the Board of Directors and the Executive Committee are carried into effect. SECTION 4.09.The Vice Presidents. The Executive Vice Presidents, the Senior Vice
Presidents and the Vice Presidents shall, in the absence or disability of the President and Chief
Executive
Officer and in the order determined by the Board of Directors, perform the duties and exercise the
powers of the President and Chief Executive Officer and shall perform such other duties and have
such other powers as 11




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the Board of Directors may from time to time prescribe. SECTION 4.10.The Secretary and Assistant Secretaries. The Secretary shall attend
all meetings of the Board of Directors and the Executive Committee and all meetings of the
stockholders and record all the proceedings of the meetings of the Corporation and of the Board of
Directors and the Executive Committee in a book to be kept for that purpose and shall perform like
duties for the standing committees, if any. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and shall perform all
of the duties incident to the office of secretary of a corporation and such other duties as may be
prescribed by the Board of Directors or the President and Chief Executive Officer under whose
supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or
an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and
when so affixed, it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by his signature. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the Board of
Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary, shall generally assist the Secretary and shall perform such other
duties and have such other powers as the President and Chief Executive Officer or the Secretary may
from time to time prescribe. SECTION 4.11.The Treasurer and Assistant Treasurers. The Treasurer shall have
charge of and be responsible for the collection, receipt, custody and disbursement of corporate
funds and securities. Subject to the supervision and direction of the President and Chief Executive
Officer or such Vice President or other officer as shall be designated as the Chief Financial
Officer of the Corporation, he shall be responsible for: (a) carrying out policies with respect to
the approving, granting or extending of credit by the Corporation, (b) the preparation and filing
of all income tax returns and all other regular and special reports to governmental agencies, and
(c) the maintenance of adequate records of authorized
appropriations and the determination that all sums expended pursuant thereto are accounted for
properly. In general, the Treasurer shall perform the duties incident to the office of treasurer of
a corporation and 12




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such other duties as may from time to time be assigned to him by the Board of
Directors, the President and Chief Executive Officer or by such Vice President or other officer as
shall be designated as the Chief Financial Officer of the Corporation. In the absence or disability
of the Treasurer or in the event the office of Treasurer is or becomes vacant for any reason, the
duties of the Treasurer shall be performed by the Assistant Treasurers in the order designated by
the Board of Directors or in the absence of any designation then in the order of their election,
unless otherwise determined by the Board of Directors. Each Assistant Treasurer shall generally
assist the Treasurer and shall perform such other duties and have such other powers as the
President and Chief Executive Officer or the Treasurer may from time to time prescribe. SECTION 4.12.Delegation of Duties of Officers. In case of the absence of any
officer of the Corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may delegate, for the time being, the powers or duties, or any
of them, of such officer to any other officer, or to any director, provided that a majority of the
entire Board of Directors shall concur therein. ARTICLE V STOCK SECTION 5.01.Certificates of Stock. The certificates of stock of the Corporation
shall be numbered and shall be entered in the books of the Corporation as they are issued. Each
stock certificate shall include on its face the name of the Corporation, the name of the
stockholder or other person to whom it is issued, the class of stock and the number of shares
represented thereby and shall be signed by the Chairman of the Board, the President and Chief
Executive Officer or a Vice President and countersigned by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, or by a facsimile or facsimiles of the signatures of
any of such officers, and sealed with the seal of the Corporation or a facsimile of such seal. If
any certificate is signed (1) by a transfer agent other
than the Corporation or its employee, or (2) by a registrar other than the Corporation or its
employee, any other signature on the certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has 13




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signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. SECTION 5.02.Transfers of Stock. Transfers of stock shall be made on the books of
the Corporation upon the surrender to the Corporation or a transfer agent of a certificate for
shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to
transfer, and the Corporation shall thereupon issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books. The Board of
Directors may appoint one or more transfer agents and one or more registrars for any one or more
classes of the capital stock of the Corporation. SECTION 5.03.Registered Stockholders. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such
shares in the name of any other person, whether or not it shall have express or other notice
hereof, except as expressly provided by the laws of the State of Maryland. SECTION 5.04.Record Dates. The Board of Directors is hereby empowered to fix, in
advance, a date as the record date for the purpose of determining stockholders entitled to notice
of, or to vote at, any meeting of stockholders, or stockholders entitled to receive payment of any
dividend or the allotment of any rights, or in order to make a determination of stockholders for
any other proper purpose. Except as otherwise provided by statute, such date shall not be prior to
the close of business on the day the record date is fixed, and in any case shall be not more than
ninety (90) days, and in case of a meeting of stockholders, not less than ten (10) days, prior to
the date on which the particular action, requiring such determination of stockholders, is to be
taken. In lieu of fixing a record date, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case,
twenty (20) days. If the stock transfer books are closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be
closed for at least ten (10) days immediately preceding such meeting. 14




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SECTION 5.05.Stock Ledgers. Original or duplicate stock ledgers, containing the
name and address of each stockholder of the Corporation and the number of shares of each class held
by each stockholder, shall be kept at the principal executive office of the Corporation. SECTION 5.06.Lost Certificates. A new certificate or certificates for shares of
stock of the Corporation may, upon the making of an affidavit of that fact by the person claiming a
certificate of stock to be lost, stolen or destroyed, be issued in such manner and under such
conditions as the Board of Directors may at any time or from time to time prescribe, to replace the
certificate alleged to have been lost, stolen or destroyed, provided that the Board of Directors
may, in its discretion, require the owner of any such certificate, or his legal representatives, to
give the Corporation a bond, with sufficient surety to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of a new certificate. A new certificate may be issued without requiring
any bond when in the judgment of the directors it is proper so to do. ARTICLE VI FINANCE; CONTRACTS SECTION 6.01.Checks; Bank Accounts; Etc. Such officers or agents of the Corporation
as from time to time shall be designated by the Board of Directors shall have authority to deposit
any funds of the Corporation in such banks or trust companies as from time to time shall be
designated by the Board of Directors. Such officers or agents of the Corporation as from time to
time shall be authorized by the Board of Directors may withdraw any or all of the funds of the
Corporation so deposited in any bank or trust company, upon checks, drafts or other instruments or
orders for the payment of money, drawn against the account or in the name or behalf of the
Corporation, and made or signed by such officers or agents; and each bank or trust company with
which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay,
without limit as to amount, all checks, drafts or other
instruments or orders for the payment of money, when drawn, made or signed by officers or agents so
designated by the Board of Directors until written notice of the revocation of the authority of
such officers or agents by the Board of Directors shall have been received by such bank or trust
company. 15




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From time to time there shall be certified to the banks or trust companies in which funds
of the Corporation are deposited, the signatures of the officers or agents of the Corporation so
authorized to draw against the same. In the event that the Board of Directors shall fail to
designate the persons by whom checks, drafts and other instruments or orders for the payment of
money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and
other instruments or orders for the payment of money shall be signed by any one of the Chairman of
the Board, the Vice Chairman of the Board, the President and Chief Executive Officer, an Executive
Vice President, a Senior Vice President, a Vice President or an Assistant Vice President and
countersigned by any one of the Secretary, the Treasurer, an Assistant Secretary or an Assistant
Treasurer. SECTION 6.02.Loans. Such officers or agents of the Corporation as from time to time
shall be designated by the Board of Directors shall have authority to effect loans, advances or
other forms of credit at any time or times for the Corporation from such banks, trust companies,
institutions, corporations, firms or persons, in such amounts and subject to such terms and
conditions as the Board of Directors from time to time shall designate; and, as security for the
repayment of any loans, advances, or other forms of credit so authorized, to assign, transfer,
endorse and deliver, either originally or in addition or substitution, any or all personal
property, real property, stocks, bonds, deposits, accounts, documents, bills and accounts
receivable and other commercial paper and evidences of debt or other securities or any rights or
interest at any time held by the Corporation; and, in connection with any of the foregoing, for any
loans, advances or other forms of credit so authorized, such officers or agents shall have
authority to make, execute and deliver one or more notes, mortgages, deeds of trust, financing
statements, security agreements, acceptances or written obligations of the Corporation, on such
terms, and with such provisions as to the security or sale or disposition thereof as such officers
or agents shall deem proper, and, also, to sell to, or discount or rediscount with, such banks,
trust companies,
institutions, corporations, firms or persons any and all commercial paper, bills and accounts
receivable, acceptances and other instruments and evidences of debt at any time held by the
Corporation, and to that end to endorse, transfer and deliver the same. From time to time there
shall be certified to each bank, trust company, institution, 16




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corporation, firm or person so
designated, the signatures of the officers or agents so authorized; and each such bank, trust
company, institution, corporation, firm or person is authorized to rely upon such certification
until written notice of the revocation by the Board of Directors or the authority of such officers
or agents shall be delivered to such bank, trust company, institution, corporation, firm or person. SECTION 6.03.Contracts. Contracts and other instruments in writing which may be
properly made or entered into by the Corporation may be executed in its behalf and in its name by
any one of the Chairman of the Board, the Vice Chairman of the Board, the President and Chief
Executive Officer, an Executive Vice President, a Senior Vice President or a Vice President, under
the corporate seal, attested by the Secretary or an Assistant Secretary; provided, that the Board
of Directors may by resolution authorize the execution of contracts and other instruments in
writing generally or in specific instances in such manner and by such persons as may therein be
designated. ARTICLE VII MISCELLANEOUS PROVISIONS SECTION 7.01.Fiscal Year. The fiscal year of the Corporation shall be the calendar
year beginning on the first calendar day of each year, unless otherwise provided by the Board of
Directors. SECTION 7.02.Seal. The Board of Directors shall provide a suitable seal, bearing
the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors
may authorize one or more duplicate seals and provide for the custody thereof. If the Corporation
is required to place its corporate seal to a document, it is sufficient to meet the requirement of
any law, rule or regulation relating to a corporate seal to place the word (Seal) adjacent to the
signature of the authorized officer of the Corporation. SECTION 7.03.Annual Reports. There shall be prepared annually a full and correct
statement of the affairs of the Corporation, including a balance sheet and a financial statement of
operations for the preceding fiscal year, which shall be submitted at the annual meeting of the
stockholders and placed on file within twenty (20) days thereafter at the principal office of the
Corporation in the State of Maryland. 17




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Such statement shall be prepared or caused to be prepared by
such executive officer of the Corporation as may be designated in an additional or supplementary
by-law adopted by the Board of Directors. If no other executive officer is so designated, it shall
be the duty of the President and Chief Executive Officer to prepare or cause to be prepared such
statement. SECTION 7.04.Bonds. The Board of Directors may require any officer, agent or
employee of the Corporation to give a bond to the Corporation, conditioned upon the faithful
discharge of his duties, with one or more sureties and in such amount as may be satisfactory to the
Board of Directors. SECTION 7.05.Voting upon Shares in Other Corporations. Any shares in other
corporations or associations, which may from time to time be held by the Corporation, may be voted
at any meeting of the stockholders thereof by the President and Chief Executive Officer or a Vice
President of the Corporation or by proxy or proxies appointed by the President and Chief Executive
Officer or a Vice President of the Corporation. A by-law or a resolution of the Board of Directors
may appoint some other person or persons to vote such shares, in which case such person or persons
shall be entitled to vote such shares upon the production of a certified copy of such resolution. SECTION 7.06.Amendments. (a) Any and all provisions of the By-Laws may be altered
or repealed and new by-laws may be adopted at any annual meeting of the stockholders, or at any
special meeting called for that purpose, and (b) the Board of Directors shall have the power, at
any regular or special meeting thereof, to make and adopt new by-laws, or to amend, alter or repeal
any of the By-Laws of the Corporation. SECTION 7.07.Books and Records. The Corporation shall keep correct and complete
books and records of its accounts (including its capital accounts in the manner provided by
statute) and transactions and minutes of the proceedings of its stockholders and Board of Directors
and of any executive or
other committee when exercising any of the powers of the Board of Directors. The books and records
of the Corporation may be in written form or in any other form which can be converted within a
reasonable time into written form for visual inspection. Minutes shall be recorded in written form
but may be maintained in the form of a reproduction. The original or a certified copy of the
By-Laws of the Corporation, 18




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including any amendments to them, shall be kept at the Corporations
principal office. SECTION 7.08.Inspection of Books. The Board of Directors shall determine, subject
to law, from time to time, whether, and to what extent and at what time and places and under what
conditions and regulations the books, accounts and records of the Corporation or any of them shall
be open to the inspection of the stockholders; and no stockholder shall have any right to inspect
any book, record, account or document of the Corporation, except as conferred by law or authorized
by resolution of the directors. Unless provided otherwise by statute, any request by a stockholder
to examine the books, accounts or records of the Corporation shall be referred to the Board of
Directors for action at the first meeting thereof following such request to the end that proper
consideration may be given to such request in the light of existing circumstances and of applicable
provisions of law. SECTION 7.09.Dividends. The Corporation, if declared by the Board of Directors at
any meeting thereof, may pay dividends on its shares in cash, property, or in shares of the capital
stock of the Corporation, unless such dividend is contrary to law or to a restriction contained in
the Corporations Charter. SECTION 7.10.Reserves. Before payment of any dividend there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for
such other purpose or purposes as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the manner in which it was
created. SECTION 7.11.Severability. The invalidity of any provision of the By-Laws shall not
affect the validity of any other provision, and each provision shall be enforced to the extent
permitted by law. SECTION 7.12.Gender. Whenever used herein, the masculine gender includes all
genders. ARTICLE VIII INDEMNIFICATION SECTION 8.01.Required Indemnification of Directors. The Corporation shall indemnify
any 19




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director made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (a Proceeding), unless it is proved that
(1) the act or omission of the director was material to the cause of action adjudicated in the
Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (2) the director actually received an improper personal benefit in money, property or
services, or (3) in the case of any criminal proceeding, the director had reasonable cause to
believe that the act or omission was unlawful. Indemnification may be against judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director in connection with
the Proceeding; provided, however, if the Proceeding was one by or in the right of
the Corporation, indemnification may not be made in respect of any Proceeding in which the director
shall have been adjudged to be liable to the Corporation. The termination of any Proceeding by
judgment, order or settlement does not create a presumption that the director did not meet the
requisite standard of conduct set forth in this Section. The termination of any Proceeding by
conviction, or upon a plea of nolo contendere or its equivalent or entry of an order of
probation prior to judgment, creates a rebuttable presumption that the director did not meet the
requisite standard of conduct set forth in this Section. SECTION 8.02.Prohibited Indemnification of Directors. A director shall not be
indemnified under Section 8.01 in respect if any Proceeding charging improper personal benefit to
the director, whether or not involving action in the directors official capacity, in which the
director was adjudged to be liable on the basis that personal benefit was improperly received. SECTION 8.03.Indemnification for Successful Defense. Unless limited by the Charter,
a director who has been successful, on the merits or otherwise, in the defense of any Proceeding
referred to
in Section 8.01 shall be indemnified against reasonable expenses incurred by the director in
connection with such Proceeding. SECTION 8.04.Determination that Indemnification is Proper. Indemnification under
Section 8.01 shall not be made by the Corporation unless authorized for a specific Proceeding after
a determination has been made that indemnification of the director is permissible in the
circumstances because the director has 20




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met the standard of conduct set forth in Section 8.01. Such
determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting
of directors not, at the time, parties to the Proceeding, or, if such a quorum cannot be obtained,
then by a majority vote of a committee of the Board consisting solely of two or more directors not,
at the time, parties to such Proceeding and who were duly designated to act in the matter by a
majority vote of the full Board in which the designated directors who are parties may participate,
(2) by special legal counsel selected by the Board of Directors or a committee of the Board by vote
as set forth in (1) above, or, if the requisite quorum of the full Board cannot be obtained
therefor and the committee cannot be established, by a majority vote of the full Board in which
directors who are parties may participate, or (3) by the stockholders. Authorization of
indemnification and determination as to reasonableness of expenses shall be made in the same manner
as the determination that indemnification is permissible. However, if the determination that
indemnification is permissible is made by special legal counsel, authorization of indemnification
and determination as to reasonableness of expenses shall be made in the manner specified for
selection of such counsel. Shares held by directors who are parties to the Proceeding may not be
voted on the subject matter under this Section. SECTION 8.05.Payment of Expenses in Advance of Final Disposition. Reasonable
expenses incurred by a director who is a party to a Proceeding may be paid or reimbursed by the
Corporation in advance of the final disposition of the Proceeding upon receipt by the Corporation
of (1) a written affirmation by the director of the directors good faith belief that the standard
of conduct necessary for indemnification by the Corporation has been met and (2) a written
undertaking by or on behalf of the director to repay the amount if it shall ultimately be
determined that the standard of conduct has not
been met. The undertaking required shall be an unlimited general obligation of the director but
need not be secured and may be accepted without reference to financial ability to make the
repayment. Payments under this Section shall be made as provided by the Charter, these By-Laws or
contract or as specified in Section 8.04. SECTION 8.06.Expenses of Directors Incurred as a Witness. The Corporation shall pay
or reimburse expenses incurred by a director in connection with an appearance as a witness in a
Proceeding 21




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at a time when the director has not been named as a defendant or respondent to the
Proceeding. SECTION 8.07.Directors Service to Employee Benefit Plan. For purposes of this
Article, (1) the Corporation shall be deemed to have requested a director to serve an employee
benefit plan where the performance of the directors duties to the Corporation also imposes duties
on, or otherwise involves services by, the director to the plan or participants or beneficiaries of
the plan, (2) excise taxes assessed on a director with respect to an employee benefit plan pursuant
to applicable law shall be deemed fines; and (3) action taken or omitted by the director with
respect to an employee benefit plan in the performance of the directors duties for a purpose
reasonably believed by the director to be in the interest of the participants and beneficiaries of
the plan shall be deemed to be for a purpose which is not opposed to the best interests of the
Corporation. SECTION 8.08.Officers, Employees or Agents. Unless limited by the Charter, (1) an
officer of the Corporation shall be indemnified as and to the extent provided in Section 8.03 for a
director, (2) the Corporation may indemnify and advance expenses to an officer, employee, or agent
of the Corporation or of any subsidiary of the Corporation or a director of such a subsidiary to
the same extent that it may indemnify directors of the Corporation under this Article, and (3) the
Corporation, in addition, may indemnify and advance expenses to an officer, employee, or agent of
the Corporation or of any subsidiary of the Corporation or a director of such a subsidiary who is
not a director of the Corporation to such further extent, consistent with law as may be provided by
the Charter, the By-Laws, by action of the Board of Directors or by contract. SECTION 8.09.Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of the Corporation or of
any subsidiary of the Corporation, or who, while a director, officer, employee, or agent of the
Corporation or of any subsidiary of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan
against any liability asserted against and incurred by such 22




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person in any such capacity or arising
out of such persons position, whether or not the Corporation would have the power to indemnify
against liability under the provisions of this Article. The Corporation may provide similar
protection, including a trust fund, letter of credit, or surety bond, not inconsistent with this
Section. The insurance or similar protection provided pursuant to this Section may be provided by a
subsidiary or an affiliate of the Corporation. SECTION 8.10.Report of Indemnification to Stockholders. Any indemnification of, or
advance of expenses to, a director in accordance with this Article, if arising out of a Proceeding
by or in the right of the Corporation, shall be reported in writing to the stockholders with the
notice of the next stockholders meeting or prior to the meeting. SECTION 8.11.Terms. Terms used in this Article, which are not otherwise defined
herein, shall have the meaning set forth in Section 2-418 of the General Corporation Law of the
State of Maryland. SECTION 8.12.Scope. The indemnification and advancement of expenses provided or
authorized by this Article shall not be deemed exclusive of any other rights, by indemnification or
otherwise, to which a director, officer, employee or agent of the Corporation or of a subsidiary of
the Corporation may be entitled under the Charter, the By-Laws, a resolution of stockholders or
directors, an agreement or statute or otherwise, as to action in an official capacity or as to
action in another capacity while holding such office, and the provisions of this Article shall not
be construed to in any way limit any such other rights. ARTICLE IX NOTICES SECTION 9.01.Manner of Giving Notice. Whenever under the provisions of the statutes
or of the Charter or of the By-Laws, notice is required to be given to any director or stockholder
of the Corporation, and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but such notice may be given in writing, by mail, by depositing
the same in a post 23




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office or letter box, in a postpaid sealed wrapper, addressed to such director
or stockholder at such address as it appears on the books of the Corporation, or, in default of
other address, to such director or stockholder at the General Post Office in the City of Baltimore,
Maryland, and such notice shall be deemed to be given at the time when the same shall be thus
mailed. SECTION 9.02.Waiver of Notice. Whenever any notice is required to be given under the
provisions of the statutes or of the Charter, or of the By-Laws, a waiver thereof in writing signed
by the person or persons entitled to said notice, whether before or after the holding of the
meeting or the taking of any other action referred to therein, shall be deemed equivalent thereto. 24