**Exhibit3.2**

 

**HMN FINANCIAL, INC.**

**BY-LAWS**

**ARTICLE I**

**STOCKHOLDERS**

 

**Section 1.****                                          AnnualMeeting**.

 

An annual meetingof the stockholders, for the election of directors to succeed those whose termsexpire and for the transaction of such other business as may properly comebefore the meeting, shall be held at such place, on such date, and at such timeas the Board of Directors shall fix each year, which date shall be withinthirteen (13) months subsequent to the later of the date of incorporation orthe last annual meeting of stockholders.

 

**Section 2.****                                          SpecialMeetings**.

 

Subject to therights of the holders of any class or series of preferred stock of theCorporation, special meetings of stockholders of the Corporation may be calledonly by the Board of Directors pursuant to a resolution adopted by a majorityof the total number of directors which the Corporation would have if there wereno vacancies on the Board of Directors (hereinafter the “Whole Board”).

 

**Section 3.****                                          Noticeof Meetings**.

 

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

 

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

 

**Section 4.****                                          Quorum**.

 

At any meeting ofthe stockholders, the holders of a majority of all of the shares of the stockentitled to vote at the meeting, present in person or by proxy, shallconstitute a quorum for all purposes, unless or except to the extent that thepresence of a larger number may be required by law.  Where a separate vote by a class or classes is required, amajority of the shares of such class or classes, present in person orrepresented by proxy, shall constitute a quorum entitled to take action withrespect to that vote on that matter.

 

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If a quorum shallfail to attend any meeting, the chairman of the meeting or the holders of amajority of the shares of stock entitled to vote who are present, in person orby proxy, may adjourn the meeting to another place, date or time.

 

If a notice of anyadjourned special meeting of stockholders is sent to all stockholders entitledto vote thereat, stating that it will be held with those present constituting aquorum, then except as otherwise required by law, those present at suchadjourned meeting shall constitute a quorum and all matters shall be determinedby a majority of the votes cast at such meeting.

 

**Section 5.****                                          Organization**.

 

Such person as theBoard of Directors may have designated or, in the absence of such a person, thePresident of the Corporation or, in his or her absence, such person as may bechosen by the holders of a majority of the shares entitled to vote who are present,in person or by proxy, shall call to order any meeting of the stockholders andact as chairman of the meeting.  In theabsence of the Secretary of the Corporation, the secretary of the meeting shallbe such person as the chairman appoints.

 

**Section 6.****                                          Conductof Business.**

 

(a)                                  Thechairman of any meeting of stockholders shall determine the order of businessand the procedure at the meeting, including such regulation of the manner ofvoting and the conduct of discussion as seem to him or her in order.

 

(b)                                 Atany annual meeting of the stockholders, only such business shall be conductedas shall have been brought before the meeting (i) by or at the direction of theBoard of Directors or (ii) by any stockholder of the Corporation who isentitled to vote with respect thereto and who complies with the noticeprocedures set forth in this Section 6(b). For business to be properly brought before an annual meeting by astockholder, the business must relate to a proper subject matter forstockholder action and the stockholder must have given timely notice thereof inwriting to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered or mailed to andreceived at the principal executive offices of the Corporation not less than ninety(90) days prior to the date of the annual meeting; provided, however, that inthe event that less than one hundred (100) days’ notice or prior publicdisclosure of the date of the meeting is given or made to stockholders, noticeby the stockholder to be timely must be received not later than the close ofbusiness on the 10th day following the day on which such notice of the date ofthe annual meeting was mailed or such public disclosure was made, whicheveroccurs first.  In no event shall thepublic announcement of an adjournment of an annual meeting commence a new timeperiod for the giving of a stockholder’s notice.  A stockholder’s notice to the Secretary shall set forth as toeach matter such stockholder proposes to bring before the annual meeting (i) abrief description of the business desired to be brought before the annualmeeting and the reasons for conducting such business at the annual meeting,(ii) the name and address, as they appear on the Corporation’s books, of thestockholder who proposed such business, (iii) the class and number of shares ofthe Corporation’s capital stock that are beneficially owned by suchstockholder, (iv) a description of all arrangements or understandings betweensuch stockholder and any other person or persons (including their names) inconnection with the proposal of such business by such stockholder and anymaterial interest of such business, and (v) a representation that suchstockholder intends to appear in person or by proxy at the annual meeting tobring such business before the meeting. Notwithstanding anything in

 

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these Bylaws to thecontrary, no business shall be brought before or conducted at an annual meetingexcept in accordance with the provisions of this Section 6(b).  The officer of the Corporation or otherperson presiding over the annual meeting shall, if the facts so warrant,determine and declare to the meeting that business was not properly broughtbefore the meeting in accordance with the provisions of this Section 6(b) and,if he should so determine, he shall so declare to the meeting and any suchbusiness so determined to be not properly brought before the meeting shall notbe transacted.  At any special meetingof the stockholders, only such business shall be conducted as shall have beenbrought before the meeting by or at the direction of the Board of Directors.

 

(c)                                  Onlypersons who are nominated in accordance with the procedures set forth in theseBy-laws shall be eligible for election as directors.  Nominations of persons for election to the Board of Directors ofthe Corporation may be made at a meeting of stockholders at which directors areto be elected only (i) by or at the direction of the Board of Directors or (ii)by any stockholder of the Corporation entitled to vote for the election ofdirectors at the meeting who complies with the notice procedures set forth inthis Section 6(c).  Such nominations,other than those made by or at the direction of the Board of Directors, shallbe made by timely notice in writing to the Secretary of the Corporation.  To be timely, a stockholder’s notice shallbe delivered or mailed to and received at the principal executive offices ofthe Corporation not less than ninety (90) days prior to the date of themeeting; provided, however, that in the event that less than one hundred (100)days’ notice or prior public disclosure of the date of the meeting is given ormade to stockholders, notice by the stockholder to be timely must be soreceived not later than the close of business on the 10th day following the dayon which such notice of the date of the meeting was mailed or such publicdisclosure was made, whichever occurs first. In no event shall the public announcement of an adjournment of an annualmeeting commence a new time period for the giving of a stockholder’snotice.  Such stockholder’s notice shallset forth (i) as to each person whom such stockholder proposes to nominate forelection or reelection as a director, all information relating to such personthat is required to be disclosed in solicitations of proxies for election ofdirectors, or is otherwise required, in each case pursuant to Regulation 14Aunder the Securities Exchange Act of 1934, as amended (including such person’swritten consent to being named in the proxy statement as a nominee and toserving as a director if elected); and (ii) as to the stockholder giving thenotice: (x) the name and address, as they appear on the Corporation’s books, ofsuch stockholder and (y) the class and number of shares of the Corporation’scapital stock that are beneficially owned by such stockholder.  At the request of the Board of Directors,any person nominated by the Board of Directors for election as a director shallfurnish to the Secretary of the Corporation that information required to be setforth in a stockholder’s notice of nomination which pertains to thenominee.  No person shall be eligiblefor election as a director of the Corporation unless nominated in accordancewith the provisions of this Section 6(c). The officer of the Corporation or other person presiding at the meetingshall, if the facts so warrant, determine that a nomination was not made inaccordance with such provisions and, if he or she should so determine, he orshe shall so declare to the meeting and the defective nomination shall bedisregarded.

 

**Section 7.****                                          Proxiesand Voting**.

 

At any meeting ofthe stockholders, every stockholder entitled to vote may vote in person or byproxy authorized by an instrument in writing (or as otherwise permitted underapplicable law) by the stockholder or his duly authorized attorney-in-factfiled in accordance with the

 

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procedure established forthe meeting.  Proxies solicited onbehalf of the management shall be voted as directed by the stockholder or inthe absence of such direction, as determined by a majority of the Board ofDirectors.  No proxy shall be validafter eleven months from the date of its execution except for a proxy coupledwith an interest under Delaware law.

 

Each stockholdershall have one (1) vote for every share of stock entitled to vote which isregistered in his or her name on the record date for the meeting, except asotherwise provided herein or in the Certificate of Incorporation of theCorporation or as required by law.

 

All voting,including on the election of directors but excepting where otherwise requiredby law, may be by a voice vote; provided, however, that upon demand thereforeby a stockholder entitled to vote or his or her proxy, a written vote shall betaken.  Every written vote shall betaken by ballot, each of which shall state the name of the stockholder or proxyvoting and such other information as may be required under the procedureestablished for the meeting.  Every votetaken by ballot shall be counted by a properly appointed inspector orinspectors of election.

 

All electionsshall be determined by a plurality of the votes cast, and except as otherwiserequired by law or as provided in the Certificate of Incorporation, all othermatters shall be determined by a majority of the votes cast.

 

**Section 8.****                                          StockList**.

 

The officer whohas charge of the stock transfer books of the Corporation shall prepare andmake, in the time and manner required by applicable law, a list of stockholdersentitled to vote and shall make such list available for such purposes, at suchplaces, at such times and to such persons as required by applicable law.  The stock transfer books shall be the onlyevidence as to the identity of the stockholders entitled to examine the stocktransfer books or to vote in person or by proxy at any meeting of stockholders.

 

**Section 9.****                                          Consentof Stockholders in Lieu of Meeting**.

 

Subject to therights of the holders of any class or series of preferred stock of theCorporation, any action required or permitted to be taken by the stockholdersof the Corporation must be effected at a duly called annual or special meetingof stockholders of the Corporation and may not be effected by any consent inwriting by such stockholders.

 

**Section 10.****                                   Inspectorsof Election**.

 

The Board ofDirectors shall, in advance of any meeting of stockholders, appoint one or morepersons as inspectors of election, to act at the meeting or any adjournmentthereof and make a written report thereof, in accordance with applicablelaw.  In the event the Board ofDirectors fails to appoint an inspector of election, the chairman presiding atthe meeting shall appoint one or more persons as inspectors of election.

 

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**ARTICLE IIBOARD OF DIRECTORS**

 

**Section 1.****                                          GeneralPowers, Number, Term of Office and Qualifications**.

 

The business andaffairs of the Corporation shall be managed by or under the direction of theBoard of Directors.  The Board of Directorsshall annually elect a Chairman of the Board and a President from among itsmembers and shall designate, when present, either the Chairman of the Board orthe President to preside at its meetings.

 

The directors,other than those who may be elected by the holders of any class or series ofpreferred stock, shall be divided into three classes, as nearly equal in numberas reasonably possible, with the term of office of the first class to expire atthe first annual meeting of stockholders, the term of office of the secondclass to expire at the annual meeting of stockholders one year thereafter, andthe term of office of the third class to expire at the annual meeting ofstockholders two years thereafter, with each director to hold office until his orher successor shall have been duly elected and qualified.  At each annual meeting of stockholders,commencing with the first annual meeting, directors elected to succeed thosedirectors whose terms expire shall be elected for a term of office to expire atthe third succeeding annual meeting of stockholders after their election, witheach director to hold office until his or her successor shall have been dulyelected and qualified.

 

Directors shall,in order to qualify as such, have their primary domicile in a county in whichHome Federal Savings Bank, a wholly owned subsidiary of the corporation, has afull service branch; provided, however, the Board of Directors may waive thisrequirement by resolution approved by a majority of the Whole Board so long as amajority of the directors currently on the Board of Directors have theirprimary domicile in a county in which Home Federal Savings Bank has a fullservice branch.

 

**Section 2.****                                          Vacanciesand Newly Created Directorships**.

 

Subject to therights of the holders of any class or series of preferred stock thenoutstanding, newly created directorships resulting from any increase in theauthorized number of directors or any vacancies in the Board of Directorsresulting from death, resignation, retirement, disqualification, removal fromoffice or other cause may be filled only by a majority vote of the directorsthen in office, though less than a quorum, and directors so chosen shall holdoffice for a term expiring at the annual meeting of stockholders at which the termof office of the class to which they have been elected expires, and until suchdirector’s successor shall have been duly elected and qualified.  No decrease in the number of authorizeddirectors constituting the Board shall shorten the term of any incumbentdirector.

 

**Section 3.****                                          RegularMeetings**.

 

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

 

**Section 4.****                                          SpecialMeetings.**

 

Special meetingsof the Board of Directors may be called by one-third (1/3) of the directorsthen in office (rounded up to the nearest whole number) or by the Chairman ofthe Board or the President and shall be held at such place, on such date, andat such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shallbe given to each director by whom it is not waived by mailing written noticenot less than five (5)

 

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days before the meetingor by telegraphing or telexing or by facsimile transmission of the same notless than twenty-four (24) hours before the meeting.  Unless otherwise indicated in the notice thereof, any and allbusiness may be transacted at a special meeting.

 

**Section 5.****                                          Quorum**.

 

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

 

**Section 6.****                                          Participationin Meetings By Conference Telephone**.

 

Members of theBoard of Directors, or of any committee thereof, may participate in a meetingof such Board or committee by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other and such participation shall constitute presence inperson at such meeting.

 

**Section 7.****                                          Conductof Business**.

 

At any meeting ofthe Board of Directors, business shall be transacted in such order and manneras the Board may from time to time determine, and all matters shall bedetermined by the vote of a majority of the directors present, except asotherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if allmembers thereof consent thereto in writing, and the writing or writings arefiled with the minutes of proceedings of the Board of Directors.

 

**Section 8.****                                          Powers**.

 

The Board ofDirectors may, except as otherwise required by law, exercise all such powersand do all such acts and things as may be exercised or done by the Corporation,including, without limiting the generality of the foregoing, the unqualifiedpower:

 

(1)                                  Todeclare dividends from time to time in accordance with law;

 

(2)                                  Topurchase or otherwise acquire any property, rights or privileges on such termsas it shall determine;

 

(3)                                  Toauthorize the creation, making and issuance, in such form as it may determine,of written obligations of every kind, negotiable or nonnegotiable, secured orunsecured, and to do all things necessary in connection therewith;

 

(4)                                  Toremove any officer of the Corporation with or without cause, and from time totime to devolve the powers and duties of any officer upon any other person forthe time being;

 

(5)                                  Toconfer upon any officer of the Corporation the power to appoint, remove andsuspend subordinate officers, employees and agents;

 

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(6)                                  Toadopt from time to time such stock, option, stock purchase, bonus or othercompensation plans for directors, officers, employees and agents of theCorporation and its subsidiaries as it may determine;

 

(7)                                  Toadopt from time to time such insurance, retirement, and other benefit plans fordirectors, officers, employees and agents of the Corporation and itssubsidiaries as it may determine; and,

 

(8)                                  Toadopt from time to time regulations, not inconsistent with these Bylaws, forthe management of the Corporation’s business and affairs.

 

**Section 9.****                                          Compensationof Directors.**

 

Directors, assuch, may receive, pursuant to resolution of the Board of Directors, fixed feesand other compensation for their services as directors, including, withoutlimitation, their services as members of committees of the Board of Directors.

 

**ARTICLE IIICOMMITTEES**

 

**Section 1.****                                          Committeesof the Board of Directors**.

 

The Board ofDirectors, by a vote of a majority of the Board of Directors, may from time totime designate committees of the Board, with such lawfully delegable powers andduties as it thereby confers, to serve at the pleasure of the Board and shall,for those committees and any others provided for herein, elect a director ordirectors to serve as the member or members, designating, if it desires, otherdirectors as alternate members who may replace any absent or disqualifiedmember at any meeting of the committee. Any committee so designated may exercise the power and authority of theBoard of Directors to declare a dividend, to authorize the issuance of stock orto adopt a certificate of ownership and merger pursuant to Section 253 of theDelaware General Corporation Law if the resolution which designated thecommittee or a supplemental resolution of the Board of Directors shall soprovide.  In the absence or disqualificationof any member of any committee and any alternate member in his or her place,the member or members of the committee present at the meeting and notdisqualified from voting, whether or not he or she or they constitute a quorum,may by unanimous vote appoint another member of the Board of Directors to actat the meeting in the place of the absent or disqualified member.

 

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**Section 2.****                                          Conductof Business**.

 

Each committee maydetermine the procedural rules for meeting and conducting its business andshall act in accordance therewith, except as otherwise provided herein orrequired by law.  Adequate provisionshall be made for notice to members of all meetings; one-third (1/3) of themembers shall constitute a quorum unless the committee shall consist of one (1)or two (2) members, in which event one (1) member shall constitute a quorum;and all matters shall be determined by a majority vote of the memberspresent.  Action may be taken by anycommittee without a meeting if all members thereof consent thereto in writing,and the writing or writings are filed with the minutes of the proceedings ofsuch committee.

 

**ARTICLE IVOFFICERS**

 

**Section 1.****                                          Generally**.

 

(a)                                  TheBoard of Directors as soon as may be practicable after the annual meeting of stockholdersshall choose a Chairman of the Board, a President, one or more Vice Presidents,a Secretary and a Chief Financial Officer and from time to time may choose suchother officers as it may deem proper. The Chairman of the Board shall be chosen from among the directors.  Any number of offices may be held by thesame person.

 

(b)                                 Theterm of office of all officers shall be until the next annual election ofofficers and until their respective successors are chosen, but any officer maybe removed from office at any time by the affirmative vote of a majority of theauthorized number of directors then constituting the Board of Directors.

 

(c)                                  Allofficers chosen by the Board of Directors shall each have such powers andduties as generally pertain to their respective offices, subject to thespecific provisions of this Article IV. Such officers shall also have such powers and duties as from time totime may be conferred by the Board of Directors or by any committee thereof.

 

**Section 2.****                                          Chairmanof the Board of Directors**.

 

The Chairman ofthe Board of Directors of the Corporation shall preside at all meetings of theCorporation and the Executive Committee meetings of the Board ofDirectors.  He may sign account books,deeds, mortgages, bonds, contracts or other instruments which the Board ofDirectors has authorized to be executed, except where otherwise provided byother resolutions of the Board of Directors or by these By-laws or Certificateof Incorporation of the Corporation.

 

**Section 3.****                                          President**.

 

The Presidentshall be the chief executive officer and, subject to the control of the Boardof Directors, shall have general power over the management and oversight of theadministration and operation of the Corporation’s business and generalsupervisory power and authority over its policies and affairs.  He shall see that all orders and resolutionsof the Board of Directors and of any committee thereof are carried intoeffect.  Each meeting of thestockholders and of the Board

 

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of Directors shall bepresided over by such officer as has been designated by the Board of Directorsor, in his absence, by such officer or other person as is chosen at themeeting.  The Secretary or, in hisabsence, the General Counsel of the Corporation or such officer as has beendesignated by the Board of Directors or, in his absence, such officer or otherperson as is chosen by the person presiding, shall act as secretary of eachsuch meeting.

 

**Section 4.****                                          VicePresident**.

 

The Vice Presidentor Vice Presidents shall perform the duties of the President in his absence orduring his disability to act.  Inaddition, the Vice Presidents shall perform the duties and exercise the powersusually incident to their respective offices and/or such other duties andpowers as may be properly assigned to them from time to time by the Board ofDirectors, the Chairman of the Board or the President.

 

**Section 5.****                                          Secretary**.

 

The Secretary oran Assistant Secretary shall issue notices of meetings, shall keep theirminutes, shall have charge of the seal and the corporate books, shall performsuch other duties and exercise such other powers as are usually incident tosuch offices and/or such other duties and powers as are properly assignedthereto by the Board of Directors, the Chairman of the Board or the President.

 

**Section 6.****                                          ChiefFinancial Officer**.

 

The ChiefFinancial Officer shall have charge of all monies and securities of theCorporation, other than monies and securities of any division of the Corporationwhich has a treasurer or financial officer appointed by the Board of Directors,and shall keep regular books of account. The funds of the Corporation shall be deposited in the name of theCorporation by the Chief Financial Officer with such banks or trust companiesas the Board of Directors from time to time shall designate.  He shall sign or countersign suchinstruments as require his signature, shall perform all such duties and haveall such powers as are usually incident to such office and/or such other dutiesand powers as are properly assigned to him by the Board of Directors, theChairman of the Board or the President, and may be required to give bond forthe faithful performance of his duties in such sum and with such surety as maybe required by the Board of Directors.

 

**Section 7.****                                          AssistantSecretaries and Other Officers**.

 

The Board ofDirectors may appoint one or more assistant secretaries and one or moreassistants to the Chief Financial Officer, or one appointee to both suchpositions, which officers shall have such powers and shall perform such dutiesas are provided in these By-laws or as may be assigned to them by the Board ofDirectors, the Chairman of the Board or the President.

 

**Section 8.****                                          Actionwith Respect to Securities of Other Corporations**.

 

Unless otherwisedirected by the Board of Directors, the President or any officer of theCorporation authorized by the President shall have power to vote and otherwiseact on behalf of the Corporation, in person or by proxy, at any meeting ofstockholders of or with respect to any action of stockholders of any othercorporation in which this Corporation may hold securities and

 

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otherwise to exercise anyand all rights and powers which this Corporation may possess by reason of itsownership of securities in such other Corporation.

 

**ARTICLE VSTOCK**

 

**Section 1.****                                          Certificatesof Stock**.

 

Each stockholdershall be entitled to a certificate signed by, or in the name of the Corporationby, the President or a Vice President, and by the Secretary or an AssistantSecretary, or the Treasurer or an Assistant Treasurer, certifying the number ofshares owned by him or her. Any or all of the signatures on the certificate maybe by facsimile.

 

**Section 2.****                                          Transfersof Stock**.

 

Transfers of stockshall be made only upon the transfer books of the Corporation kept at an officeof the Corporation or by transfer agents designated to transfer shares of thestock of the Corporation.  Except wherea certificate is issued in accordance with Section 4 of Article V of theseBylaws, an outstanding certificate for the number of shares involved shall besurrendered for cancellation before a new certificate is issued therefore.

 

**Section 3.****                                          RecordDate**.

 

In order that theCorporation may determine the stockholders entitled to notice of or to vote atany meeting of stockholders, or to receive payment of any dividend or otherdistribution or allotment of any rights or to exercise any rights in respect ofany change, conversion or exchange of stock or for the purpose of any otherlawful action, the Board of Directors may fix a record date, which record dateshall not precede the date on which the resolution fixing the record date isadopted and which record date shall not be more than sixty (60) nor less thanten (10) days before the date of any meeting of stockholders, nor more thansixty (60) days prior to the time for such other action as hereinbeforedescribed; provided, however, that if no record date is fixed by the Board ofDirectors, the record date for determining stockholders entitled to notice ofor to vote at a meeting of stockholders shall be at the close of business onthe day next preceding the day on which notice is given or, if notice iswaived, at the close of business on the day next preceding the day on which themeeting is held, and, for determining stockholders entitled to receive paymentof any dividend or other distribution or allotment of rights or to exercise anyrights of change, conversion or exchange of stock or for any other purpose, therecord date shall be at the close of business on the day on which the Board ofDirectors adopts a resolution relating thereto.

 

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

 

**Section 4.****                                          Lost,Stolen or Destroyed Certificates**.

 

In the event ofthe loss, theft or destruction of any certificate of stock, another may beissued in its place pursuant to such regulations as the Board of Directors mayestablish

 

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concerning proof of suchloss, theft or destruction and concerning the giving of a satisfactory bond orbonds of indemnity.

 

**Section 5.****                                          Regulations.**

 

The issue,transfer, conversion and registration of certificates of stock shall begoverned by such other regulations as the Board of Directors may establish.

 

**ARTICLE VINOTICES**

 

**Section 1.****                                          Notices**.

 

Except asotherwise specifically provided herein or required by law, all notices requiredto be given to any stockholder, director, officer, employee or agent shall bein writing and may in every instance be effectively given by hand delivery tothe recipient thereof, by depositing such notice in the mail, postage paid, orby sending such notice by prepaid telegram or mailgram.  Any such notice shall be addressed to suchstockholder, director, officer, employee or agent at his or her last knownaddress as the same appears on the books of the Corporation.  The time when such notice is received, ifhand delivered, or dispatched, if delivered through the mail or by telegram ormailgram, shall be the time of the giving of the notice.

 

**Section 2.****                                          Waivers**.

 

A written waiverof any notice, signed by a stockholder, director, officer, employee or agent,whether before or after the time of the event for which notice is to be given,shall be deemed equivalent to the notice required to be given to such stockholder,director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified insuch a waiver.

 

**ARTICLE VIIMISCELLANEOUS**

 

**Section 1.****                                          FacsimileSignatures**.

 

In addition to theprovisions for use of facsimile signatures elsewhere specifically authorized inthese By-laws, facsimile signatures of any officer or officers of theCorporation may be used whenever and as authorized by the Board of Directors ora committee thereof.

 

**Section 2.****                                          CorporateSeal.**

 

The Board of Directorsmay provide a suitable seal, containing the name of the Corporation, which sealshall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committeethereof, duplicates of the seal may be kept and used by the Treasurer or by anAssistant Secretary or Assistant Treasurer.

 

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**Section 3.****                                          RelianceUpon Books, Reports and Records**.

 

Each director,each member of any committee designated by the Board of Directors, and eachofficer of the Corporation shall, in the performance of his or her duties, befully protected in relying in good faith upon the books of account or otherrecords of the Corporation and upon such information, opinions, reports orstatements presented to the Corporation by any of its officers or employees, orcommittees of the Board of Directors so designated, or by any other person asto matters which such director or committee member reasonably believes arewithin such other person’s professional or expert competence and who has beenselected with reasonable care by or on behalf of the Corporation.

 

**Section 4.****                                          FiscalYear**.

 

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

 

**Section 5.****                                          TimePeriods**.

 

In applying anyprovision of these By-laws which requires that an act be done or not be done aspecified number of days prior to an event or that an act be done during aperiod of a specified number of days prior to an event, calendar days shall beused, the day of the doing of the act shall be excluded and the day of theevent shall be included.

 

**ARTICLE VIIIAMENDMENTS**

 

The By-laws of theCorporation may be adopted, amended or repealed as provided in Article Seventhof the Certificate of Incorporation of the Corporation.

 

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