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EXHIBIT 3.2




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TABLE OF CONTENTS
 PageARTICLE I CORPORATE OFFICES
    
    
    11.1
    
    
    REGISTERED OFFICE
    
    
    11.2
    
    
    OTHER OFFICES
    
    
    1ARTICLE II MEETINGS OF STOCKHOLDERS
    
    
    12.1
    
    
    PLACE OF MEETINGS
    
    
    12.2
    
    
    ANNUAL MEETING
    
    
    22.3
    
    
    SPECIAL MEETINGS
    
    
    22.4
    
    
    NOTICE OF STOCKHOLDERS MEETINGS
    
    
    22.5
    
    
    ADVANCE NOTICE OF STOCKHOLDER BUSINESS
    
    
    22.6
    
    
    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
    
    
    42.7
    
    
    QUORUM
    
    
    42.8
    
    
    ADJOURNED MEETING; NOTICE
    
    
    42.9
    
    
    VOTING
    
    
    52.10
    
    
    WAIVER OF NOTICE
    
    
    52.11
    
    
    STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
    
    
    52.12
    
    
    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
    
    
    52.13
    
    
    PROXIES
    
    
    62.14
    
    
    LIST OF STOCKHOLDERS ENTITLED TO VOTE
    
    
    62.15
    
    
    INSPECTORS OF ELECTION
    
    
    72.16
    
    
    CONDUCT OF BUSINESS
    
    
    8ARTICLE III DIRECTORS
    
    
    83.1
    
    
    POWERS
    
    
    83.2
    
    
    NUMBER OF DIRECTORS
    
    
    83.3
    
    
    ELECTION QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
    
    
    83.4
    
    
    RESIGNATION AND VACANCIES
    
    
    83.5
    
    
    PLACE OF MEETINGS; MEETINGS BY TELEPHONE
    
    
    93.6
    
    
    FIRST MEETINGS
    
    
    93.7
    
    
    REGULAR MEETINGS
    
    
    103.8
    
    
    SPECIAL MEETINGS; NOTICE
    
    
    103.9
    
    
    QUORUM
    
    
    103.10
    
    
    WAIVER OF NOTICE
    
    
    113.11
    
    
    ADJOURNED MEETING; NOTICE
    
    
    113.12
    
    
    CONDUCT OF BUSINESS
    
    
    113.13
    
    
    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
    
    
    113.14
    
    
    FEES AND COMPENSATION OF DIRECTORS
    
    
    12
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TABLE OF CONTENTS
 Page3.15
    
    
    APPROVAL OF LOANS TO OFFICERS
    
    
    123.16
    
    
    REMOVAL OF DIRECTORS
    
    
    12ARTICLE IV COMMITTEES
    
    
    124.1
    
    
    COMMITTEES OF DIRECTORS
    
    
    124.2
    
    
    COMMITTEE MINUTES
    
    
    134.3
    
    
    MEETINGS AND ACTION OF COMMITTEES
    
    
    13ARTICLE V OFFICERS
    
    
    145.1
    
    
    OFFICERS
    
    
    145.2
    
    
    APPOINTMENT OF OFFICERS
    
    
    145.3
    
    
    SUBORDINATE OFFICERS
    
    
    145.4
    
    
    REMOVAL AND RESIGNATION OF OFFICERS
    
    
    145.5
    
    
    VACANCIES IN OFFICES
    
    
    155.6
    
    
    REPRESENTATION OF SHARES OF OTHER CORPORATIONS
    
    
    155.7
    
    
    AUTHORITY AND DUTIES OF OFFICERS
    
    
    15ARTICLE VI INDEMNITY
    
    
    156.1
    
    
    INDEMNIFICATION OF DIRECTORS AND OFFICERS
    
    
    156.2
    
    
    INDEMNIFICATION OF OTHERS
    
    
    156.3
    
    
    INSURANCE
    
    
    16ARTICLE VII RECORDS AND REPORTS
    
    
    167.1
    
    
    MAINTENANCE AND INSPECTION OF RECORDS
    
    
    167.2
    
    
    INSPECTION BY DIRECTORS
    
    
    17ARTICLE VIII GENERAL MATTERS
    
    
    178.1
    
    
    STOCK CERTIFICATES; PARTLY PAID SHARES
    
    
    178.2
    
    
    LOST CERTIFICATES
    
    
    188.3
    
    
    CONSTRUCTION; DEFINITIONS
    
    
    188.4
    
    
    DIVIDENDS
    
    
    188.5
    
    
    FISCAL YEAR
    
    
    188.6
    
    
    SEAL
    
    
    188.7
    
    
    TRANSFER OF STOCK
    
    
    188.8
    
    
    STOCK TRANSFER AGREEMENTS
    
    
    198.9
    
    
    REGISTERED STOCKHOLDERS
    
    
    19
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TABLE OF CONTENTS
 PageARTICLE IX AMENDMENTS
    
    
    19ARTICLE X DISSOLUTION
    
    
    20ARTICLE XI CUSTODIAN
    
    
    2011.1
    
    
    APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES
    
    
    2011.2
    
    
    DUTIES OF CUSTODIAN
    
    
    21ARTICLE XII NOTICE BY ELECTRONIC TRANSMISSION
    
    
    2112.1
    
    
    NOTICE BY ELECTRONIC TRANSMISSION
    
    
    2112.2
    
    
    DEFINITION OF ELECTRONIC TRANSMISSION
    
    
    2212.3
    
    
    INAPPLICABILITY
    
    
    22
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