**Exhibit3.2**

 

**BYLAWS**

**OF**

**FOXCHASE BANCORP, INC.**

 

**ARTICLEI. Home Office**

 

The home office of Fox Chase Bancorp (the “SubsidiaryHolding Company”) is 4390 Davisville Road, in the City of Hatboro, in theCounty of Montgomery, in the Commonwealth of Pennsylvania.

 

**ARTICLEII. Shareholders**

 

Section l. Place of Meetings.All annual and special meetings of shareholders shall be held at the homeoffice of the Subsidiary Holding Company or at such other convenient place asthe board of directors may determine.

 

Section 2. Annual Meeting.A meeting of the shareholders of the Subsidiary Holding Company for theelection of directors and for the transaction of any other business of theSubsidiary Holding Company shall be held annually within 150 days after the endof the Subsidiary Holding Company’s fiscal year on such date as the board ofdirectors may determine.

 

Section 3. Special Meetings.Special meetings of the shareholders for any purpose or purposes, unlessotherwise prescribed by the regulations of the Office of Thrift Supervision (“Office”)or the Federal MHC Subsidiary Holding Company Charter, may be called at anytime by the chairman of the board, the president or a majority of the board ofdirectors, and shall be called by the chairman of the board, the president orthe secretary upon the written request of the holders of not less thanone-tenth of all of the outstanding capital stock of the Subsidiary HoldingCompany entitled to vote at the meeting. Such written request shall state thepurpose or purposes of the meeting and shall be delivered to the home office ofthe Subsidiary Holding Company addressed to the chairman of the board, thepresident or the secretary.

 

Section 4. Conduct of Meetings.Annual and special meetings shall be conducted by the person designated by theboard of directors to preside at such meetings in accordance with the writtenprocedures agreed to by the board of directors. These written procedures willbe available to stockholders at the annual or special meeting to which theprocedures apply. The board of directors shall designate, when present, eitherthe chairman of the board or such other person as designated by the board ofdirectors to preside at such meetings.

 

Section 5. Notice of Meetings.Written notice stating the place, day and hour of the meeting and the purpose(s) forwhich the meeting is called shall be delivered not fewer than 20 nor more than50 days before the date of the meeting, either personally or by mail, by or atthe direction of the chairman of the board, the president, the secretary or thedirectors calling the meeting, to each shareholder of record entitled to voteat such meeting. If mailed, such notice shall be deemed to be delivered whendeposited in the mail, addressed to the shareholder at the address as it appearson the stock transfer books or records of the Subsidiary Holding Company

 

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as of the record date prescribed in Section 6 of this Article II,with postage prepaid. When any shareholders’ meeting, either annual or special,is adjourned for 30 days or more, notice of the adjourned meeting shall begiven as in the case of an original meeting. It shall not be necessary to giveany notice of the time and place of any meeting adjourned for less than 30 daysor of the business to be transacted at the meeting, other than an announcementat the meeting at which such adjournment is taken.

 

Section 6. Fixing of Record Date.For the purpose of determining shareholders entitled to notice of or to vote atany meeting of shareholders or any adjournment, or shareholders entitled toreceive payment of any dividend, or in order to make a determination ofshareholders for any other proper purpose, the board of directors shall fix inadvance a date as the record date for any such determination of shareholders. Suchdate in any case shall be not more than 60 days and, in case of a meeting ofshareholders, not fewer than 10 days prior to the date on which the particularaction, requiring such determination of shareholders, is to be taken. When adetermination of shareholders entitled to vote at any meeting of shareholdershas been made as provided in this section, such determination shall apply toany adjournment.

 

Section 7. Voting Lists.At least 20 days before each meeting of the shareholders, the officer or agenthaving charge of the stock transfer books for shares of the Subsidiary HoldingCompany shall make a complete list of the shareholders entitled to vote at suchmeeting, or any adjournment thereof, arranged in alphabetical order, with theaddress and the number of shares held by each. This list of shareholders shallbe kept on file at the home office of the Subsidiary Holding Company and shallbe subject to inspection by any shareholder of record or the shareholder’sagent at any time during usual business hours, for a period of 20 days prior tosuch meeting. Such list shall also be produced and kept open at the time andplace of the meeting and shall be subject to inspection by any shareholder ofrecord or the shareholder’s agent during the entire time of the meeting. Theoriginal stock transfer book shall constitute *primafacie* evidence of the shareholders entitled to examine such list ortransfer books or to vote at any meeting of shareholders.

 

In lieu of making the shareholder listavailable for inspection by shareholders as provided in the precedingparagraph, the board of directors may elect to follow the procedures prescribedin §552.6(d) of the Office’s regulations as now or hereafter in effect.

 

Section 8. Quorum.A majority of the outstanding shares of the Subsidiary Holding Company entitledto vote, represented in person or by proxy, shall constitute a quorum at ameeting of shareholders. If less than a majority of the outstanding shares isrepresented at a meeting, a majority of the shares so represented may adjournthe meeting from time to time without further notice. At such adjourned meetingat which a quorum shall be present or represented, any business may betransacted which might have been transacted at the meeting as originallynotified. The shareholders present at a duly organized meeting may continue totransact business until adjournment, notwithstanding the withdrawal of enoughshareholders to constitute less than a quorum. If a quorum is present, theaffirmative vote of the majority of the shares represented at the meeting andentitled to vote on the subject matter shall be the act of the shareholders,unless the vote of a greater number of shareholders voting together or votingby

 

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classes is required by law or the charter of the Subsidiary HoldingCompany. Directors, however, are elected by a plurality of the votes cast at anelection of directors.

 

Section 9. Proxies.At all meetings of shareholders, a shareholder may vote by proxy executed inwriting by the shareholder or by his duly authorized attorney in fact. Proxiesmay be given telephonically or electronically as long as the holder uses aprocedure for verifying the identity of the shareholder. Proxies solicited onbehalf of the management shall be voted as directed by the shareholder or, inthe absence of such direction, as determined by a majority of the board ofdirectors. No proxy shall be valid more than eleven months from the date of itsexecution except for a proxy coupled with an interest.

 

Section 10. Voting of Shares in the Nameof Two or More Persons. When ownership stands in thename of two or more persons, in the absence of written directions to theSubsidiary Holding Company to the contrary, at any meeting of the shareholdersof the Subsidiary Holding Company any one or more of such shareholders maycast, in person or by proxy, all votes to which such ownership is entitled. Inthe event an attempt is made to cast conflicting votes, in person or by proxy,by the several persons in whose names shares of stock stand, the vote or votesto which those persons are entitled shall be cast as directed by a majority ofthose holding such and present in person or by proxy at such meeting, but novotes shall be cast for such stock if a majority cannot agree.

 

Section 11. Voting of Shares by CertainHolders. Shares standing in the name of anothercorporation may be voted by any officer, agent or proxy as the bylaws of suchcorporation may prescribe, or, in the absence of such provision, as the boardof directors of such corporation may determine. Shares held by anadministrator, executor, guardian, or conservator may be voted by him or her,either in person or by proxy, without a transfer of such shares into his or hername. Shares standing in the name of a trustee may be voted by him or her,either in person or by proxy, but no trustee shall be entitled to vote sharesheld by him or her without a transfer of such shares into his or her name. Sharesheld in trust in an IRA or Keogh Account, however, may be voted by theSubsidiary Holding Company if no other instructions are received. Sharesstanding in the name of a receiver may be voted by such receiver, and sharesheld by or under the control of a receiver may be voted by such receiver withoutthe transfer thereof into his or her name if authority to do so is contained inan appropriate order of the court or other public authority by which suchreceiver was appointed.

 

A shareholder whose shares are pledged shallbe entitled to vote such shares until the shares have been transferred into thename of the pledgee, and thereafter the pledgee shall be entitled to vote theshares so transferred.

 

Neither treasury shares of its own stock heldby the Subsidiary Holding Company nor shares held by another corporation, if amajority of the shares entitled to vote for the election of directors of suchother corporation are held by the Subsidiary Holding Company, shall be voted atany meeting or counted in determining the total number of outstanding shares atany given time for purposes of any meeting.

 

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Section 12. Inspectors of Election.In advance of any meeting of shareholders, the board of directors may appointany persons other than nominees for office as inspectors of election to act atsuch meeting or any adjournment. The number of inspectors shall be either oneor three. Any such appointment shall not be altered at the meeting. Ifinspectors of election are not so appointed, the chairman of the board or thepresident may, or on the request of not fewer than 10 percent of the votesrepresented at the meeting shall, make such appointment at the meeting. Ifappointed at the meeting, the majority of the votes present shall determinewhether one or three inspectors are to be appointed. In case any personappointed as inspector fails to appear or fails or refuses to act, the vacancymay be filled by appointment by the board of directors in advance of themeeting, or at the meeting by the chairman of the board or the president.

 

Unless otherwise prescribed by regulations ofthe Office, the duties of such inspectors shall include:  determiningthe number of shares and the voting power of each share, the shares representedat the meeting, the existence of a quorum, and the authenticity, validity andeffect of proxies; receiving votes, ballots, or consents; hearing anddetermining all challenges and questions in any way arising in connection withthe rights to vote; counting and tabulating all votes or consents; determiningthe result; and such acts as may be proper to conduct the election or vote withfairness to all shareholders.

 

Section 13. Nominating Committee.The board of directors shall appoint a nominating committee of the board,consisting of not less than three members of the board of directors. Except inthe case of a nominee substituted as a result of the death or other incapacityof a management nominee, the nominating committee shall deliver writtennominations to the secretary at least 20 days prior to the date of the annualmeeting. Upon delivery, such nominations shall be posted in a conspicuous placein each office of the Subsidiary Holding Company. No nominations for directorsexcept those made by the nominating committee shall be voted upon at the annualmeeting unless other nominations by shareholders are made in writing anddelivered to the secretary of the Subsidiary Holding Company at least 30 daysprior to the date of the annual meeting; *provided,however,* that in the event that less than 40 days notice or priorpublic disclosure of the date of the meeting is given or made to shareholders,notice by the shareholder must be received not later than the close of businesson the 10th day following the day on which notice of the date of the annual meetingwas mailed or such public disclosure was made. Upon delivery, such nominationsshall be posted in a conspicuous place in each office of the Subsidiary HoldingCompany. Ballots bearing the names of all persons nominated by the nominatingcommittee and by shareholders shall be provided for use at the annual meeting. However,if the nominating committee shall fail or refuse to act at least 20 days priorto the annual meeting, nominations for directors may be made at the annualmeeting by any shareholder entitled to vote and shall be voted upon.

 

Section 14. New Business.Any new business to be taken up at the annual meeting shall be stated inwriting and filed with the secretary at least 30 days before the date of theannual meeting; *provided, however,*that in the event that less than 40 days notice or prior public disclosure ofthe date of the meeting is given or made to shareholders, notice by theshareholder must be received not later than the close of business on the 10thday following the day on which notice of the date of the annual meeting wasmailed or such public disclosure was made, and all other business so stated,proposed and filed shall be considered at the annual meeting so long as

 

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such business relates to a proper subject matter for shareholderaction; but no other proposal shall be acted upon at the annual meeting. Anyshareholder may make any other proposal at the annual meeting and the same maybe discussed and considered, but unless stated in writing and filed with thesecretary at least 30 days before the meeting, such proposal shall be laid overfor action at an adjourned, special or annual meeting of the shareholderstaking place 30 days or more thereafter. A shareholder’s notice to thesecretary shall set forth as to each matter the shareholder proposed to bringbefore the annual meeting (a) a brief description of the proposal desiredto be brought before the annual meeting and (b) the name and address ofsuch shareholder and the class and number of shares of the Subsidiary HoldingCompany which are owned of record or beneficially by such shareholder. Thisprovision shall not prevent the consideration and approval or disapproval atthe annual meeting of reports of officers, directors and committees; but inconnection with such reports, no new business shall be acted upon at suchannual meeting unless stated and filed as herein provided.

 

Section 15. Informal Action byShareholders. Any action required to be taken at ameeting of shareholders, or any other action which may be taken at a meeting ofshareholders, may be taken without a meeting if consent in writing, settingforth the action so taken, shall be given by all of the shareholders entitledto vote with respect to the subject matter thereof.

 

**ARTICLEIII. Board of Directors**

 

Section l. General Powers.The business and affairs of the Subsidiary Holding Company shall be under thedirection of its board of directors. The board of directors shall annuallyelect a chairman of the board from among its members and, when present, thechairman of the board shall preside at its meetings. If the chairman of theboard is not present, the board shall select one of its members to preside atits meeting.

 

Section 2. Number and Term.The board of directors shall consist of eight (8) members and shall bedivided into three classes as nearly equal in number as possible. The membersof each class shall be elected for a term of three years and until theirsuccessors are elected and qualified. One class shall be elected by ballotannually.

 

Section 3. Regular Meetings.A regular meeting of the board of directors shall be held without other noticethan this bylaw following the annual meeting of shareholders. The board ofdirectors may provide, by resolution, the time and place, for the holding ofadditional regular meetings without other notice than such resolution. Directorsmay participate in a meeting by means of a conference telephone or similarcommunications device through which all persons participating can hear eachother at the same time. Participation by such means shall constitute presencein person for all purposes.

 

Section 4. Qualification.Each director shall at all times be the beneficial owner of not less than 100shares of capital stock of the Subsidiary Holding Company unless the SubsidiaryHolding Company is a wholly owned subsidiary of a holding company.

 

Section 5. Special Meetings.Special meetings of the board of directors may be called by or at the requestof the chairman of the board or by one-third of the directors. The persons

 

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authorized to call special meetings of the board of directors may fixany place as the place for holding any special meeting of the board ofdirectors called by such persons.

 

Members of the board of directors mayparticipate in special meetings by means of conference telephone or similarcommunications equipment by which all persons participating in the meeting canhear and speak to each other. Such participation shall constitute presence inperson****for all purposes.

 

Section 6. Notice.Written notice of any special meeting shall be given to each director at least24 hours prior thereto when delivered personally or by telegram or at leastfive days prior thereto when delivered by mail at the address at which thedirector is most likely to be reached. Such notice shall be deemed to bedelivered when deposited in the mail so addressed, with postage prepaid ifmailed, when delivered to the telegraph company if sent by telegram, or whenthe Subsidiary Holding Company receives notice of delivery if electronicallytransmitted. Any director may waive notice of any meeting by a writing filedwith the secretary. The attendance of a director at a meeting shall constitutea waiver of notice of such meeting, except where a director attends a meetingfor the express purpose of objecting to the transaction of any business becausethe meeting is not lawfully called or convened. Neither the business to betransacted at, nor the purpose of, any meeting of the board of directors needbe specified in the notice or waiver of notice of such meeting.

 

Section 7. Quorum.A majority of the number of directors fixed by Section 2 of this Article IIIshall constitute a quorum for the transaction of business at any meeting of theboard of directors; but if less than such majority is present at a meeting, amajority of the directors present may adjourn the meeting from time to time. Noticeof any adjourned meeting shall be given in the same manner as prescribed by Section 6of this Article III.

 

Section 8. Manner of Acting.The act of the majority of the directors present at a meeting at which a quorumis present shall be the act of the board of directors, unless a greater numberis prescribed by regulation of the Office or by these bylaws.

 

Section 9. Action Without a Meeting.Any action required or permitted to be taken by the board of directors at ameeting may be taken without a meeting if a consent in writing, setting forththe action so taken, shall be signed by all of the directors.

 

Section 10. Resignation.Any director may resign at any time by sending a written notice of suchresignation to the home office of the Subsidiary Holding Company addressed tothe chairman of the board. Unless otherwise specified, such resignation shalltake effect upon receipt by the chairman of the board. More than threeconsecutive absences from regular meetings of the board of directors, unlessexcused by resolution of the board of directors, shall automatically constitutea resignation, effective when such resignation is accepted by the board ofdirectors.

 

Section 11. Vacancies.Any vacancy occurring on the board of directors may be filled by theaffirmative vote of a majority of the remaining directors, although less than aquorum of the board of directors. A director elected to fill a vacancy shall beelected to serve only until the

 

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next election of directors by the shareholders. Any directorship to befilled by reason of an increase in the number of directors may be filled byelection by the board of directors for a term of office continuing only untilthe next election of directors by the shareholders.

 

Section 12. Compensation.Directors, as such, may receive compensation for their services. By resolutionof the board of directors, a reasonable fixed sum, and reasonable expenses ofattendance, if any, may be allowed for attendance at each regular or specialmeeting of the board of directors. Members of either standing or specialcommittees may be allowed such compensation for attendance at committeemeetings as the board of directors may determine.

 

Section 13. Presumption of Assent.A director of the Subsidiary Holding Company who is present at a meeting of theboard of directors at which action on any Subsidiary Holding Company matter istaken shall be presumed to have assented to the action taken unless his or herdissent or abstention shall be entered in the minutes of the meeting or unlesshe or she shall file a written dissent to such action with the person acting asthe secretary of the meeting before the adjournment thereof or shall forwardsuch dissent by registered mail to the secretary of the Subsidiary HoldingCompany within five days after the date a copy of the minutes of the meeting isreceived. Such right to dissent shall not apply to a director who voted infavor of such action.

 

Section 14. Removal of Directors.At a meeting of shareholders called expressly for that purpose, any directormay be removed only for cause by a vote of the holders of a majority of theshares then entitled to vote at an election of directors. Whenever the holdersof the shares of any class are entitled to elect one or more directors by theprovisions of the charter or supplemental sections thereto, the provisions ofthis section shall apply, in respect to the removal of a director or directorsso elected, to the vote of the holders of the outstanding shares of that classand not to the vote of the outstanding shares as a whole.

 

Section 15. Integrity of Directors.A person is not qualified to serve as director if he or she: (1) is underindictment for, or has ever been convicted of, a criminal offense involvingdishonesty or breach of trust and the penalty for such offense could beimprisonment for more than one year, or (2) is a person against who abanking agency has, within the past ten years, issued a cease and desist orderfor conduct involving dishonesty or breach of trust and that order is final andnot subject to appeal, or (3) has been found either by a regulatory agencywhose decision is final and not subject to appeal or by a court to have (i) breacheda fiduciary duty involving personal profit or (ii) committed a willfulviolation of any law, rule or regulation governing banking, securities,commodities or insurance, or any final cease and desist order issued by abanking, securities, commodities or insurance regulatory agency.

 

# **ARTICLE IV. Executiveand Other Committees**

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Section l. Appointment.The board of directors, by resolution adopted by a majority of the full board,may designate the chief executive officer and two or more of the otherdirectors to constitute an executive committee. The designation of anycommittee pursuant to this Article IV and the delegation of authorityshall not operate to relieve the board of directors, or any director, of anyresponsibility imposed by law or regulation.

 

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Section 2. Authority.The executive committee, when the board of directors is not in session, shallhave and may exercise all of the authority of the board of directors except tothe extent, if any, that such authority shall be limited by the resolutionappointing the executive committee; and except also that the executivecommittee shall not have the authority of the board of directors with referenceto:  the declaration of dividends; the amendment of the charter orbylaws of the Subsidiary Holding Company, or recommending to the shareholders aplan of merger, consolidation, or conversion; the sale, lease or otherdisposition of all or substantially all of the property and assets of theSubsidiary Holding Company otherwise than in the usual and regular course ofits business; a voluntary dissolution of the Subsidiary Holding Company; arevocation of any of the foregoing; or the approval of a transaction in whichany member of the executive committee, directly or indirectly, has any materialbeneficial interest.

 

Section 3. Tenure.Subject to the provisions of Section 8 of this Article IV, eachmember of the executive committee shall hold office until the next regularannual meeting of the board of directors following his or her designation anduntil a successor is designated as a member of the executive committee.

 

Section 4. Meetings.Regular meetings of the executive committee may be held without notice at suchtimes and places as the executive committee may fix from time to time byresolution. Special meetings of the executive committee may be called by anymember thereof upon not less than one day’s notice stating the place, date andhour of the meeting, which notice may be written or oral. Any member of theexecutive committee may waive notice of any meeting and no notice of anymeeting need be given to any member thereof who attends in person. The noticeof a meeting of the executive committee need not state the business proposed tobe transacted at the meeting.

 

Section 5. Quorum.A majority of the members of the executive committee shall constitute a quorumfor the transaction of business at any meeting thereof, and action of theexecutive committee must be authorized by the affirmative vote of a majority ofthe members present at a meeting at which a quorum is present.

 

Section 6. Action Without a Meeting.Any action required or permitted to be taken by the executive committee at ameeting may be taken without a meeting if a consent in writing, setting forththe action so taken, shall be signed by all of the members of the executivecommittee.

 

Section 7. Vacancies.Any vacancy in the executive committee may be filled by a resolution adopted bya majority of the full board of directors.

 

Section 8. Resignations and Removal.Any member of the executive committee may be removed at any time with orwithout cause by resolution adopted by a majority of the full board ofdirectors. Any member of the executive committee may resign from the executivecommittee at any time by giving written notice to the president or secretary ofthe Subsidiary Holding Company. Unless otherwise specified, such resignationshall take effect upon its receipt; the acceptance of such resignation shallnot be necessary to make it effective.

 

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Section 9. Procedure.The executive committee shall elect a presiding officer from its members andmay fix its own rules of procedure which shall not be inconsistent withthese bylaws. It shall keep regular minutes of its proceedings and report thesame to the board of directors for its information at the meeting held nextafter the proceedings shall have occurred.

 

Section 10. Other Committees.The board of directors may by resolution establish an audit, loan, or othercommittees composed of directors as they may determine to be necessary orappropriate for the conduct of the business of the Subsidiary Holding Companyand may prescribe the duties, constitution and procedures thereof.

 

**ARTICLEV. Officers**

 

Section l. Positions.The officers of the Subsidiary Holding Company shall be a chief executiveofficer, a president, one or more vice presidents, a secretary and a treasureror comptroller, each of whom shall be elected by the board of directors. Theboard of directors may also designate the chairman of the board as an officer. Theoffices of the secretary and treasurer or comptroller may be held by the sameperson and a vice president may also be either the secretary or the treasureror comptroller. The board of directors may designate one or more vicepresidents as executive vice president or senior vice president. The board ofdirectors may also elect or authorize the appointment of such other officers asthe business of the Subsidiary Holding Company may require. The officers shallhave such authority and perform such duties as the board of directors may fromtime to time authorize or determine. In the absence of action by the board ofdirectors, the officers shall have such powers and duties as generally pertainto their respective offices.

 

Section 2. Election and Term of Office.The officers of the Subsidiary Holding Company shall be elected annually at thefirst meeting of the board of directors held after each annual meeting of theshareholders. If the election of officers is not held at such meeting, suchelection shall be held as soon thereafter as possible. Each officer shall holdoffice until a successor has been duly elected and qualified or until theofficer’s death, resignation or removal in the manner hereinafter provided. Electionor appointment of an officer, employee, or agent shall not of itself createcontractual rights. The board of directors may authorize the Subsidiary HoldingCompany to enter into an employment contract with any officer in accordancewith regulations of the Office; but no such contract shall impair the right ofthe board of directors to remove any officer at any time in accordance with Section 3of this Article V.

 

Section 3. Removal.Any officer may be removed by the board of directors whenever in its judgmentthe best interests of the Subsidiary Holding Company will be served thereby,but such removal, other than for cause, shall be without prejudice to thecontractual rights, if any, of the person so removed.

 

Section 4. Vacancies.A vacancy in any office because of death, resignation, removal,disqualification or otherwise, may be filled by the board of directors for theunexpired portion of the term.

 

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Section 5. Remuneration.The remuneration of the officers shall be fixed from time to time by the boardof directors by employment contracts or otherwise.

 

**ARTICLEVI. Contracts, Loans, Checks and Deposits**

 

Section l. Contracts.To the extent permitted by regulations of the Office, and except as otherwiseprescribed by these bylaws with respect to certificates for shares, the boardof directors may authorize any officer, employee, or agent of the SubsidiaryHolding Company to enter into any contract or execute and deliver anyinstrument in the name of and on behalf of the Subsidiary Holding Company. Suchauthority may be general or confined to specific instances.

 

Section 2. Loans.No loans shall be contracted on behalf of the Subsidiary Holding Company and noevidence of indebtedness shall be issued in its name unless authorized by theboard of directors. Such authority may be general or confined to specificinstances.

 

Section 3. Checks, Drafts, Etc. Allchecks, drafts or other orders for the payment of money, notes or otherevidences of indebtedness issued in the name of the Subsidiary Holding Companyshall be signed by one or more officers, employees or agents of the SubsidiaryHolding Company in such manner as shall from time to time be determined by theboard of directors.

 

Section 4. Deposits.All funds of the Subsidiary Holding Company not otherwise employed shall bedeposited from time to time to the credit of the Subsidiary Holding Company inany duly authorized depositories as the board of directors may select.

 

**ARTICLEVII. Certificates for Shares and Their Transfer**

 

Section l. Certificates for Shares.Certificates representing shares of capital stock of the Subsidiary HoldingCompany shall be in such form as shall be determined by the board of directorsand approved by the Office. Such certificates shall be signed by the chiefexecutive officer or by any other officer of the Subsidiary Holding Companyauthorized by the board of directors, attested by the secretary or an assistantsecretary, and sealed with the corporate seal or a facsimile thereof. Thesignatures of such officers upon a certificate may be facsimiles if thecertificate is manually signed on behalf of a transfer agent or a registrarother than the Subsidiary Holding Company itself or one of its employees. Eachcertificate for shares of capital stock shall be consecutively numbered orotherwise identified. The name and address of the person to whom the shares areissued, with the number of shares and date of issue, shall be entered on thestock transfer books of the Subsidiary Holding Company. All certificatessurrendered to the Subsidiary Holding Company for transfer shall be cancelledand no new certificate shall be issued until the former certificate for a likenumber of shares has been surrendered and cancelled, except that in case of alost or destroyed certificate, a new certificate may be issued upon such termsand indemnity to the Subsidiary Holding Company as the board of directors mayprescribe.

 

Section 2. Transfer of Shares.Transfer of shares of capital stock of the Subsidiary Holding Company shall bemade only on its stock transfer books. Authority for such transfer shall begiven only by the holder of record or by his or her legal representative, whoshall furnish proper evidence of such authority, or by his or her attorneyauthorized by a duly executed power

 

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of attorney and filed with the Subsidiary Holding Company. Suchtransfer shall be made only on surrender for cancellation of the certificatefor such shares. The person in whose name shares of capital stock stand on thebooks of the Subsidiary Holding Company shall be deemed by the SubsidiaryHolding Company to be the owner for all purposes.

 

**ARTICLEVIII. Fiscal Year**

 

The fiscal year of the Subsidiary HoldingCompany shall end on December 31 of each year. The appointment ofaccountants shall be subject to annual ratification by the shareholders.

 

**ARTICLEIX. Dividends**

 

Subject to the terms of the SubsidiaryHolding Company’s charter and the regulations and orders of the Office, theboard of directors may, from time to time, declare, and the Subsidiary HoldingCompany may pay, dividends on its outstanding shares of capital stock.

 

**ARTICLEX. Corporate Seal**

 

The board of directors shall provide aSubsidiary Holding Company seal, which shall be two concentric circles betweenwhich shall be the name of the Subsidiary Holding Company. The year ofincorporation or an emblem may appear in the center.

 

**ARTICLEXI. Amendments**

 

These bylaws may be amended in a mannerconsistent with regulations of the Office and shall be effective after:  (i) approval of the amendment by amajority vote of the authorized board of directors, or by a majority vote ofthe votes cast by the shareholders of the Subsidiary Holding Company at anylegal meeting, and (ii) receipt of any applicable regulatory approval. Whenthe Subsidiary Holding Company fails to meet its quorum requirements, solelydue to vacancies on the board, then the affirmative vote of a majority of thesitting board will be required to amend the bylaws.

 

**ARTICLEXII. Indemnification**

 

The Subsidiary Holding Company shallindemnify all officers, directors and employees of the Subsidiary HoldingCompany, and their heirs, executors and administrators, to the fullest extentpermitted under federal law against all expenses and liabilities reasonablyincurred by them in connection with or arising out of any action, suit orproceeding in which they may be involved by reason of their having been adirector or officer of the Subsidiary Holding Company, whether or not theycontinue to be a director or officer at the time of incurring such expenses orliabilities, such expenses and liabilities to include, but not be limited to,judgments, court costs and attorneys’ fees and the cost of reasonablesettlements.

 

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