**EXHIBIT
      3.2**


**BYLAWS**


**OF**


**ES
      BANCSHARES, INC.**




**ARTICLE
      I**


**STOCKHOLDERS**




**Section
      1.**  **Annual
      Meeting.**




The
      Corporation shall hold an annual meeting of its stockholders to elect directors
      and to transact any other business within its powers on the last day of April
      of
      each year, or on a date within thirty-one (31) days of the last day of April
      of
      each year, to be designated by the Board of Directors. Except as provided
      otherwise by the Corporation’s Articles of Incorporation (“Articles”) or by law,
      any business may be considered at an annual meeting without the purpose of
      the
      meeting having been specified in the notice. Failure to hold an annual meeting
      does not invalidate the Corporation’s existence or affect any otherwise valid
      corporate act.




**Section
      2.**  **Special
      Meetings.**




Special
      meetings of stockholders of the Corporation may be called by the President
      or by
      the Board of Directors pursuant to a resolution adopted by a majority of the
      total number of directors which the Corporation would have if there were no
      vacancies on the Board of Directors (hereinafter the “Whole Board”). Special
      meetings of the stockholders shall be called by the Secretary at the request
      of
      stockholders only on the written request of stockholders entitled to cast at
      least a majority of all the votes entitled to be cast at the meeting. Such
      written request shall state the purpose or purposes of the meeting and the
      matters proposed to be acted upon at the meeting, and shall be delivered at
      the
      principal office of the Corporation addressed to the President or the Secretary.
      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,
      upon payment of these costs to the Corporation, notify each stockholder entitled
      to notice of the meeting. The Board of Directors shall have the sole power
      to
      fix (1) the record date for determining stockholders entitled to request a
      special meeting of stockholders and the record date for determining stockholders
      entitled to notice of and to vote at the special meeting and (2) the date,
      time and place of the special meeting and the means of remote communication,
      if
      any, by which stockholders and proxy holders may be considered present in person
      and may vote at the special meeting.




**Section
      3.**  **Notice
      of Meetings; Adjournment.**




Not
      less
      than ten nor more than 90 days before each stockholders’ meeting, the Secretary
      shall give notice in writing or by electronic transmission of the meeting to
      each stockholder entitled to vote at the meeting and to each other stockholder
      entitled to notice of the meeting. The notice shall state the time and place
      of
      the meeting, the means of remote communication, if any, by which stockholders
      and proxy holders may be deemed to be present in person and may vote at the
      meeting, and, if the meeting is a special meeting or notice of the purpose
      is
      required by statute, the purpose of the meeting. Notice is given to a
      stockholder when it is personally delivered to the stockholder, left at the
      stockholder’s usual place of business, mailed to the







stockholder
      at his or her address as it appears on the records of the Corporation, or
      transmitted to the stockholder by an electronic transmission to any address
      or
      number of the stockholder at which the stockholder receives electronic
      transmissions. If the Corporation has received a request from a stockholder
      that
      notice not be sent by electronic transmission, the Corporation may not provide
      notice to the stockholder by electronic transmission. Notwithstanding the
      foregoing provisions, each person who is entitled to notice waives notice if
      such person, before or after the meeting, delivers a written waiver or waiver
      by
      electronic transmission which is filed with the records of the stockholders’
meetings, or is present at the meeting in person or by proxy.




A
      meeting
      of stockholders convened on the date for which it was called may be adjourned
      from time to time without further notice to a date not more than 120 days after
      the original record date. At any adjourned meeting, any business may be
      transacted which might have been transacted at the original
      meeting.




As
      used
      in these Bylaws, the term “electronic transmission” shall have the meaning given
      to such term by Section 1-101(k-1) of the Maryland General Corporation Law
      (the “MGCL”) or any successor provision.




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




At
      any
      meeting of the stockholders, the holders of at least a majority of all of the
      shares of the stock entitled to vote at the meeting, present in person or by
      proxy (after giving effect for the provisions of Article 5.D of the
      Articles), shall constitute a quorum for all purposes, unless or except to
      the
      extent that the presence of a larger number may be required by law. Unless
      the
      Articles of the Corporation provide otherwise, where a separate vote by a class
      or classes is required, a majority of the shares of such class or classes,
      present in person or represented by proxy, shall constitute a quorum entitled
      to
      take action with respect to that vote on that matter.




If
      a
      quorum shall fail to attend any meeting, the chairman of the meeting or the
      holders of a majority of the shares of stock who are present at the meeting,
      in
      person or by proxy, may, in accordance with Section 3 of this Article I, adjourn
      the meeting to another place, date or time.




**Section
      5.**  **Organization
      and Conduct of Business.**




Such
      person as the Board of Directors may have designated or, in the absence of
      such
      a person, the President of the Corporation or, in his or her absence, such
      person as may be chosen by the holders of a majority of the shares entitled
      to
      vote at the meeting who are present, in person or by proxy (after giving effect
      to the provisions of Article 5.D. of the Articles), shall call to order any
      meeting of the stockholders and act as chairman of the meeting. In the absence
      of the Secretary of the Corporation, the secretary of the meeting shall be
      such
      person as the chairman appoints. The chairman of any meeting of stockholders
      shall determine the order of business and the procedure at the meeting,
      including such regulation of the manner of voting and the conduct of discussion
      as seem to him or her in order.




2


Section
      6.Advance
      Notice Provisions for Business to be Transacted at Annual Meetings and Elections
      of Directors.




(a)  At
      any
      annual meeting of the stockholders, only such business shall be conducted as
      shall have been brought before the meeting (i) as specified in the
      Corporation’s notice of the meeting, (ii) by or at the direction of the
      Board of Directors or (iii) by any stockholder of the Corporation who
      (1) is a stockholder of record on the date of giving the notice provided
      for in this Section 6(a) and on the record date for the determination of
      stockholders entitled to vote at such annual meeting, and (2) complies with
      the notice procedures set forth in this Section 6(a). For business to be
      properly brought before an annual meeting by a stockholder pursuant to clause
      (iii) of the immediately preceding sentence, the stockholder must have
      given timely notice thereof in writing to the Secretary of the Corporation
      and
      such business must otherwise be a proper matter for action by
      stockholders.




To
      be
      timely, a stockholder’s notice must be delivered or mailed to and received by
      the Secretary at the principal executive office of the Corporation by not later
      than the close of business on the 90th day prior to the anniversary date of
      the
      date of the proxy statement relating to the preceding year’s annual meeting and
      not earlier than the close of business on the 120 th day
      prior to the anniversary date of the date of the proxy statement relating to
      the
      preceding year’s annual meeting; provided, however, that in the event the annual
      meeting is the first annual meeting of stockholders of the Corporation, notice
      by the stockholder to be timely must be so received by not later than the close
      of business on the 90 th day
      prior to the first anniversary of the date of the last annual meeting of
      stockholders of Empire State Bank, N.A., a national bank, and not earlier than
      the close of business on the 120 th day
      prior to the first anniversary of the date of the last annual meeting of
      stockholders of Empire State Bank, N.A., a national bank; provided, further,
      that in the event that the date of the annual meeting is advanced by more than
      20 days, or delayed by more than 60 days, from the anniversary date of the
      preceding year’s annual meeting, notice by the stockholder to be timely must be
      so received not earlier than the close of business on the 120 th day
      prior to the date of such annual meeting and not later than the close of
      business on the later of (A) the 90 th day
      prior to the date of such annual meeting or (B) the tenth day following the
      first to occur of (i) the day on which notice of0 the date of the annual
      meeting was mailed or otherwise transmitted or (ii) the day on which public
      announcement (including by means of a filing with the Securities and Exchange
      Commission) of the date of the annual meeting was first made by the Corporation.
      No adjournment or postponement of a meeting of stockholders shall commence
      a new
      period for the giving of notice hereunder.




A
      stockholder’s notice to the Secretary must set forth as to each matter such
      stockholder proposes to bring before the annual meeting: (i) a brief
      description of the business desired to be brought before the annual meeting
      and
      the reasons for conducting such business at the annual meeting; (ii) the
      name and address of such stockholder as they appear on the Corporation’s books
      and of the beneficial owner, if any, on whose behalf the proposal is made;
      (iii) the class or series and number of shares of capital stock of the
      Corporation which are owned beneficially or of record by such stockholder and
      such beneficial owner; (iv) a description of all arrangements or
      understandings between such stockholder and any other person or persons
      (including their names) in connection with the proposal of such business by
      such
      stockholder and any material interest of such stockholder in such business;
      and
      (v) a representation that such stockholder


3


intends
      to appear in person or by proxy at the annual meeting to bring such business
      before the meeting.




Notwithstanding
      anything in these Bylaws to the contrary, no business shall be brought before
      or
      conducted at an annual meeting except in accordance with the provisions of
      this
      Section 6(a). The officer of the Corporation or other person presiding over
      the annual meeting shall, if the facts so warrant, determine and declare to
      the
      meeting that business was not properly brought before the meeting in accordance
      with the provisions of this Section 6(a) and, if he or she should so
      determine, he or she shall so declare to the meeting and any such business
      so
      determined to be not properly brought before the meeting shall not be
      transacted.




At
      any
      special meeting of the stockholders, only such business shall be conducted
      as
      shall have been brought before the meeting pursuant to the Corporation’s notice
      of the meeting.




(b)  Only
      persons who are nominated in accordance with the following procedures shall
      be
      eligible for election as directors of the Corporation. Nominations of persons
      for election to the Board of Directors of the Corporation may be made at a
      meeting of stockholders at which directors are to be elected only (i) by or
      at the direction of the Board of Directors or (ii) by any stockholder of
      the Corporation who (1) is a stockholder of record on the date of giving
      the notice provided for in this Section 6(b) and on the record date for the
      determination of stockholders entitled to vote at such meeting, and
      (2) complies with the notice procedures set forth in this
      Section 6(b). Such nominations, other than those made by or at the
      direction of the Board of Directors, shall be made by timely notice in writing
      to the Secretary of the Corporation. To be timely, a stockholder’s notice shall
      be delivered or mailed to and received by the Secretary at the principal
      executive office of the Corporation by not later than the close of business
      on
      the 90th day prior to the anniversary date of the date of the proxy statement
      relating to the preceding year’s annual meeting and not earlier than the close
      of business on the 120 th day
      prior to the anniversary date of the date of the proxy statement relating to
      the
      preceding year’s annual meeting; provided, however, that in the event the annual
      meeting is the first annual meeting of stockholders of the Corporation, notice
      by the stockholder to be timely must be so received by not later than the close
      of business on the 90 th day
      prior to the first anniversary of the date of the last annual meeting of
      stockholders of Empire State Bank, N.A., a national bank, and not earlier than
      the close of business on the 120 th day
      prior to the first anniversary of the date of the last annual meeting of
      stockholders of Empire State Bank, N.A., a national bank; provided, further,
      that in the event that the date of the annual meeting is advanced by more than
      20 days, or delayed by more than 60 days, from the anniversary date of the
      preceding year’s annual meeting, notice by the stockholder to be timely must be
      so received not earlier than the close of business on the 120 th day
      prior to the date of such annual meeting and not later than the close of
      business on the later of (A) the 90 th day
      prior to the date of such annual meeting or (B) the tenth day following the
      first to occur of (i) the day on which notice of the date of the annual
      meeting was mailed or otherwise transmitted or (ii) the day on which public
      announcement of the date of the annual meeting was first made by the
      Corporation. No adjournment or postponement of a meeting of stockholders shall
      commence a new period for the giving of notice hereunder.




A
      stockholder’s notice must be in writing and set forth (a) as to each person
      whom the stockholder proposes to nominate for election as a director, all
      information relating to such person that is required to be disclosed in
      connection with solicitations of proxies for election of




4


directors,
      or is otherwise required, in each case pursuant to Regulation 14A under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any
      successor rule or regulation; and (b) as to the stockholder giving the
      notice: (i) the name and address of such stockholder as they appear on the
      Corporation’s books and of the beneficial owner, if any, on whose behalf the
      nomination is made; (ii) the class or series and number of shares of
      capital stock of the Corporation which are owned beneficially or of record
      by
      such stockholder and such beneficial owner; (iii) a description of all
      arrangements or understandings between such stockholder and each proposed
      nominee and any other person or persons (including their names) pursuant to
      which the nomination(s) are to be made by such stockholder; (iv) a
      representation that such stockholder intends to appear in person or by proxy
      at
      the meeting to nominate the persons named in its notice; and (v) any other
      information relating to such stockholder that would be required to be disclosed
      in a proxy statement or other filings required to be made in connection with
      solicitations of proxies for election of directors pursuant to
      Regulation 14A under the Exchange Act or any successor rule or regulation.
      Such notice must be accompanied by a written consent of each proposed nominee
      to
      be named as a nominee and to serve as a director if elected. No person shall
      be
      eligible for election as a director of the Corporation unless nominated in
      accordance with the provisions of this Section 6(b). The officer of the
      Corporation or other person presiding at the meeting shall, if the facts so
      warrant, determine that a nomination was not made in accordance with such
      provisions and, if he or she should so determine, he or she shall so declare
      to
      the meeting and the defective nomination shall be disregarded.




(c)  For
      purposes of subsections (a) and (b) of this Section 6, the term “public
      announcement” shall mean disclosure (i) in a press release reported by a
      nationally recognized news service, (ii) in a document publicly filed or
      furnished by the Corporation with the U.S. Securities and Exchange
      Commission or (iii) on a website maintained by the
      Corporation.




**Section
      7.**  **Proxies
      and Voting.**




Unless
      the Articles of the Corporation provide for a greater or lesser number of votes
      per share or limits or denies voting rights, each outstanding share of stock,
      regardless of class, is entitled to one vote on each matter submitted to a
      vote
      at a meeting of stockholders; however, a share is not entitled to be voted
      if
      any installment payable on it is overdue and unpaid. In all elections for
      directors, directors shall be determined by a plurality of the votes cast,
      and
      except as otherwise required by law or as provided in the Articles of the
      Corporation, all other matters voted on by stockholders shall be determined
      by a
      majority of the votes cast on the matter.




A
      stockholder may vote the stock the stockholder owns of record either in person
      or by proxy. A stockholder may sign a writing authorizing another person to
      act
      as proxy. Signing may be accomplished by the stockholder or the stockholder’s
      authorized agent signing the writing or causing the stockholder’s signature to
      be affixed to the writing by any reasonable means, including facsimile
      signature. A stockholder may authorize another person to act as proxy by
      transmitting, or authorizing the transmission of, an authorization for the
      person to act as the proxy to the person authorized to act as proxy or to any
      other person authorized to receive the proxy authorization on behalf of the
      person authorized to act as the proxy, including a proxy solicitation firm
      or
      proxy support service organization. The authorization may be transmitted by
      a
      telegram, cablegram, datagram, electronic mail or any other electronic or
      telephonic means. Unless a proxy provides otherwise, it is not valid more than
      11 months after its date. A proxy is


5


revocable
      by a stockholder at any time without condition or qualification unless the
      proxy
      states that it is irrevocable and the proxy is coupled with an interest. A
      proxy
      may be made irrevocable for as long as it is coupled with an interest. The
      interest with which a proxy may be coupled includes an interest in the stock
      to
      be voted under the proxy or another general interest in the Corporation or
      its
      assets or liabilities.




**Section
      8.**  **Consent
      of Stockholders in Lieu of Meeting.**




Except
      as
      provided in the following sentence, any action required or permitted to be
      taken
      at a meeting of stockholders may be taken without a meeting if a unanimous
      consent which sets forth the action is given in writing or by electronic
      transmission by each stockholder entitled to vote on the matter and is filed
      in
      paper or electronic format with the records of stockholder meetings. Unless
      the
      Articles of the Corporation require otherwise, the holders of any class of
      the
      Corporation’s stock other than common stock, entitled to vote generally in the
      election of directors, may take action or consent to any action by delivering
      a
      consent in writing or by electronic transmission of the stockholders entitled
      to
      cast not less than the minimum number of votes that would be necessary to
      authorize or take the action at a meeting of the stockholders if the Corporation
      gives notice of the action so taken to each stockholder not later than ten
      days
      after the effective time of the action.




**Section
      9.**  **Conduct
      of Voting**




The
      Board
      of Directors shall, in advance of any meeting of stockholders, appoint one
      or
      more persons as inspectors of election, to act at the meeting or any adjournment
      thereof and make a written report thereof, in accordance with applicable law.
      At
      all meetings of stockholders, the proxies and ballots shall be received, and
      all
      questions relating to the qualification of voters and the validity of proxies
      and the acceptance or rejection of votes shall be decided or determined by
      the
      inspector of elections. All voting, including on the election of directors
      but
      excepting where otherwise required by law, may be by a voice vote; provided,
      however, that upon demand therefor by a stockholder entitled to vote or his
      or
      her proxy or the chairman of the meeting, a written vote shall be taken. Every
      written vote shall be taken by ballot, each of which shall state the name of
      the
      stockholder or proxy voting and such other information as may be required under
      the procedure established for the meeting. Every vote taken by ballot shall
      be
      counted by an inspector or inspectors appointed by the chairman of the meeting.
      No candidate for election as a director at a meeting shall serve as an inspector
      at such meeting.




**Section
      10.** **Control
      Share Acquisition Act.**




Notwithstanding
      any other provision of the Articles of the Corporation or these Bylaws,
      Title 3, Subtitle 7 of the MGCL (or any successor statute) shall not
      apply to any acquisition by any person of shares of stock of the Corporation.
      This Section 10 may be repealed, in whole or in part, at any time, whether
      before or after an acquisition of Control Shares (as defined in
      Section 3-701(d) of the MGCL, or any successor provision) and, upon such
      repeal, may, to the extent provided by any successor bylaw, apply to any prior
      or subsequent Control Share Acquisition (as defined in Section 3-701(d) of
      the MGCL, or any successor provision).




6


**ARTICLE
      II**


**BOARD
      OF DIRECTORS**




**Section
      1.**  **General
      Powers, Number and Term of Office.**




The
      business and affairs of the Corporation shall be managed under the direction
      of
      the Board of Directors. The number of directors of the Corporation shall, by
      virtue of the Corporation’s election made hereby to be governed by
      Section 3-804(b) of the MGCL, be fixed from time to time exclusively by
      vote of the Board of Directors; provided, however, that such number shall never
      be less than the minimum number of directors required by the MGCL now or
      hereafter in force. The Board of Directors shall annually elect a Chairman
      of
      the Board and a President from among its members and shall designate, when
      present, either the Chairman of the Board or the President to preside at its
      meetings.




The
      directors, other than those who may be elected by the holders of any series
      of
      preferred stock, shall be divided into three classes, as nearly equal in number
      as reasonably possible, with the term of office of the first class to expire
      at
      the first annual meeting of stockholders, the term of office of the second
      class
      to expire at the annual meeting of stockholders one year thereafter and the
      term
      of office of the third class to expire at the annual meeting of stockholders
      two
      years thereafter, with each director to hold office until his or her successor
      shall have been duly elected and qualified. At each annual meeting of
      stockholders, commencing with the first annual meeting, directors elected to
      succeed those directors whose terms expire shall be elected for a term of office
      to expire at the third succeeding annual meeting of stockholders after their
      election or for such shorter period of time as the Board of Directors may
      determine, with each director to hold office until his or her successor shall
      have been duly elected and qualified.




**Section
      2.**  **Vacancies
      and Newly Created Directorships.**




By
      virtue
      of the Corporation’s election made hereby to be subject to Section 3-804(c)
      of the MGCL, any vacancies in the Board of Directors resulting from an increase
      in the size of the Board of Directors or the death, resignation or removal
      of a
      director may be filled only by the affirmative vote of a majority of the
      remaining directors in office, even if the remaining directors do not constitute
      a quorum, and any director elected to fill a vacancy shall hold office for
      the
      remainder of the full term of the class of directors in which the vacancy
      occurred and until a successor is elected and qualifies. No decrease in the
      number of directors constituting the Board of Directors shall shorten the term
      of any incumbent director.




**Section
      3.**  **Regular
      Meetings.**




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




7


**Section
      4.**  **Special
      Meetings.**




Special
      meetings of the Board of Directors may be called by one-third (1/3) of the
      directors then in office (rounded up to the nearest whole number) or by the
      President and shall be held at such place or by means of remote communication,
      on such date, and at such time as they or he or she shall fix. Notice of the
      place, date, and time of each such special meeting shall be given to each
      director who has not waived notice by mailing and post-marking written notice
      not less than five days before the meeting, or by facsimile or other electronic
      transmission of the same not less than 24 hours before the meeting. Any director
      may waive notice of any special meeting, either before or after such meeting,
      by
      delivering a written waiver or a waiver by electronic transmission that is
      filed
      with the records of the meeting. Attendance of a director at a special meeting
      shall constitute a waiver of notice of such meeting, except where the director
      attends the meeting for the express purpose of objecting, at the beginning
      of
      the meeting, to the transaction of any business because the meeting is not
      lawfully called or convened. Neither the business to be transacted at nor the
      purpose of any special meeting of the Board of Directors need be specified
      in
      the notice of such meeting. Any special meeting of the Board of Directors 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
      5.**  **Quorum.**




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




**Section
      6.**  **Participation
      in Meetings By Conference Telephone.**




Members
      of the Board of Directors, or of any committee thereof, may participate in
      a
      meeting of such Board or committee by means of a conference telephone or other
      communications equipment if all persons participating in the meeting can hear
      each other at the same time. Such participation shall constitute presence in
      person at such meeting.




**Section
      7.**  **Conduct
      of Business.**




At
      any
      meeting of the Board of Directors, business shall be transacted in such order
      and manner as the Board may from time to time determine, and all matters shall
      be determined by the vote of a majority of the directors present, except as
      otherwise provided in these Bylaws, the Corporation’s Articles or required by
      law. Action may be taken by the Board of Directors without a meeting if a
      unanimous consent which sets forth the action is given in writing or by
      electronic transmission by each member of the Board of Directors and filed
      in
      paper or electronic form with the minutes of proceedings of the Board of
      Directors.




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




All
      powers of the Corporation may be exercised by or under the authority of the
      Board of Directors except as conferred on or reserved to the stockholders by
      law
      or by the Corporation’s




8


Articles
      or these Bylaws. Consistent with the foregoing, the Board of Directors shall
      have, among other powers, the unqualified power:




|(i) | To
              declare dividends from time to time in accordance with
              law;
|--- | ------------------------------------------------------------------------------------------



|(ii) | To
              purchase or otherwise acquire any property, rights or privileges on
              such
              terms as it shall determine;
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------



|(iii) | To
              authorize the creation, making and issuance, in such form as it may
              determine, of written obligations of every kind, negotiable or
              non-negotiable, secured or unsecured, and to do all things necessary
              in
              connection therewith;
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iv) | To
              remove any officer of the Corporation with or without cause, and from
              time
              to time to devolve the powers and duties of any officer upon any other
              person for the time being;
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(v) | To
              confer upon any officer of the Corporation the power to appoint, remove
              and suspend subordinate officers, employees and
              agents;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(vi) | To
              adopt from time to time such stock, option, stock purchase, bonus or
              other
              compensation plans for directors, officers, employees and agents of
              the
              Corporation and its subsidiaries as it may
              determine;
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(vii) | To
              adopt from time to time such insurance, retirement, and other benefit
              plans for directors, officers, employees and agents of the Corporation
              and
              its subsidiaries as it may determine; and
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(viii) | To
              adopt from time to time regulations, not inconsistent with these Bylaws,
              for the management of the Corporation’s business and
              affairs.
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



**Section
      9.**  **Compensation
      of Directors.**




Directors,
      as such, may receive, pursuant to resolution of the Board of Directors, fixed
      fees and other compensation for their services as directors, including, without
      limitation, their services as members of committees of the Board of
      Directors.




**Section
      10.** **Resignation.**




Any
      director may resign at any time by giving written notice of such resignation
      to
      the President or the Secretary at the principal office of the Corporation.
      Unless otherwise specified therein, such resignation shall take effect upon
      receipt thereof.




**Section
      11.** **Presumption
      of Assent.**




A
      director of the Corporation who is present at a meeting of the Board of
      Directors at which action on any corporate matter is taken shall be presumed
      to
      have assented to such action unless such director announces his dissent at
      the
      meeting and (a) such director’s dissent is entered in the minutes of the
      meeting, (b) such director files his written dissent to such
      action




9


with
      the
      secretary of the meeting before the adjournment thereof, or (c) such
      director forwards his written dissent within 24 hours after the meeting is
      adjourned, by certified mail, return receipt requested, bearing a postmark
      from
      the United States Postal Service, to the secretary of the meeting or the
      Secretary of the Corporation. Such right to dissent shall not apply to a
      director who voted in favor of such action or failed to make his dissent known
      at the meeting.




**Section
      12.** **Attendance
      at Board Meetings.**




The
      Board
      of Directors shall have the right to remove any director from the board upon
      a
      director’s unexcused absence of three consecutive regularly scheduled meetings
      of the board of directors. ****




**ARTICLE
      III**


**COMMITTEES**




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




The
      Board
      of Directors may appoint from among its members an Executive Committee and
      other
      committees composed of one or more directors and delegate to these committees
      any of the powers of the Board of Directors, except the power to authorize
      dividends on stock (except as provided in Section 2-309(c) of the MGCL),
      issue stock other than as provided in the next sentence, recommend to the
      stockholders any action which requires stockholder approval, amend these Bylaws,
      or approve any merger or share exchange which does not require stockholder
      approval. If the Board of Directors has given general authorization for the
      issuance of stock providing for or establishing a method or procedure for
      determining the maximum number of shares to be issued, a committee of the Board
      of Directors, in accordance with that general authorization or any stock option
      or other plan or program adopted by the Board of Directors, may authorize or
      fix
      the terms of stock subject to classification or reclassification and the terms
      on which any stock may be issued, including all terms and conditions required
      or
      permitted to be established or authorized by the Board of Directors under
      Sections 2-203 and 2-208 of the MGCL. Any committee so designated may exercise
      the power and authority of the Board of Directors if the resolution which
      designated the committee or a supplemental resolution of the Board of Directors
      shall so provide.




**Section
      2.** **Conduct
      of Business.**




Each
      committee may determine the procedural rules for meeting and conducting its
      business and shall act in accordance therewith, except as otherwise provided
      herein or required by law. Adequate provision shall be made for notice to
      members of all meetings; one-third of the members shall constitute a quorum
      unless the committee shall consist of one or two members, in which event one
      member shall constitute a quorum; and all matters shall be determined by a
      majority vote of the members present. Action may be taken by any committee
      without a meeting if a unanimous consent which sets forth the action is given
      in
      writing or by electronic transmission by each member of the committee and filed
      in paper or electronic form with the minutes of the proceedings of such
      committee. The members of any committee may conduct any meeting thereof by
      conference telephone or other communications equipment in accordance with the
      provisions of Section 6 of Article II.




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**Section
      3.** **Nominating
      Committee.**




The
      Board
      of Directors may appoint a Nominating Committee of the Board, consisting of
      at
      least three members. The Nominating Committee shall have authority (i) to
      review any nominations for election to the Board of Directors made by a
      stockholder of the Corporation pursuant to Section 6(b) of Article I
      of these Bylaws in order to determine compliance with such Bylaw and
      (ii) to recommend to the Whole Board nominees for election to the Board of
      Directors to replace those directors whose terms expire at the annual meeting
      of
      stockholders next ensuing.




**ARTICLE
      IV**


**OFFICERS**




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




(a)  The
      Board
      of Directors as soon as may be practicable after the annual meeting of
      stockholders shall choose a Chairman of the Board, President, one or more Vice
      Presidents, a Secretary and a Treasurer and from time to time may choose such
      other officers as it may deem proper. Any number of offices may be held by
      the
      same person, except that no person may concurrently serve as both President
      and
      Vice President of the Corporation.




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




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




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




The
      Chairman of the Board of Directors of the Corporation shall act in a general
      executive capacity and, subject to the direction of the Board of Directors,
      shall have general responsibility for the supervision of the policies and
      affairs of the Corporation and the effective administration of the Corporation’s
      business.




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




The
      President shall be an executive officer of the Corporation and may be its chief
      executive officer. Subject to the control of the Board of Directors and the
      chief executive officer, the President shall have general power over the
      management and oversight of the administration and operation of the
      Corporation’s business and general supervisory power and authority over its
      policies and affairs.




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**Section
      4.**  **Vice
      President.**




The
      Vice
      President or Vice Presidents, if any, shall perform the duties of the President
      in the President’s absence or during his or her disability to act. In addition,
      the Vice Presidents shall perform the duties and exercise the powers usually
      incident to their respective offices and/or such other duties and powers as
      may
      be properly assigned to them from time to time by the Board of Directors, the
      Chairman of the Board or the President.




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




The
      Secretary or an Assistant Secretary shall issue notices of meetings, shall
      keep
      their minutes, shall have charge of the seal and the corporate books, shall
      perform such other duties and exercise such other powers as are usually incident
      to such offices and/or such other duties and powers as are properly assigned
      thereto by the Board of Directors, the Chairman of the Board or the
      President.




**Section
      6.**  **Treasurer.**




The
      Treasurer shall have charge of all monies and securities of the Corporation,
      other than monies and securities of any division of the Corporation which 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 the Corporation by the Treasurer with such banks or trust
      companies or other entities as the Board of Directors from time to time shall
      designate. The Treasurer shall sign or countersign such instruments as require
      his or her signature, shall perform all such duties and have all such powers
      as
      are usually incident to such office and/or such other duties and powers as
      are
      properly assigned to him or her by the Board of Directors, the Chairman of
      the
      Board or the President, and may be required to give bond for the faithful
      performance of his or her duties in such sum and with such surety as may be
      required by the Board of Directors.




**Section
      7.**  **Assistant
      Secretaries and Other Officers.**




The
      Board
      of Directors may appoint one or more assistant secretaries and one or more
      assistants to the Treasurer, or one appointee to both such positions, which
      officers shall have such powers and shall perform such duties as are provided
      in
      these Bylaws or as may be assigned to them by the Board of Directors, the
      Chairman of the Board or the President.




**Section
      8.**  **Action
      with Respect to Securities of Other Corporations**




Stock
      of
      other corporations or associations, registered in the name of the Corporation,
      may be voted by the President, a Vice-President, or a proxy appointed by either
      of them. The Board of Directors, however, may by resolution appoint some other
      person to vote such shares, in which case such person shall be entitled to
      vote
      such shares upon the production of a certified copy of such
      resolution.




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**ARTICLE
      V**


**STOCK**




**Section
      1.**  **Certificates
      of Stock.**




The
      Board
      of Directors may determine to issue certificated or uncertificated shares of
      capital stock and other securities of the Corporation. For certificated stock,
      each stockholder is entitled to certificates which represent and certify the
      shares of stock he or she holds in the Corporation. 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, and the class of stock and number of shares
      it represents. It shall also include on its face or back (a) a statement of
      any restrictions on transferability and a statement of the designations and
      any
      preferences, conversion and other rights, voting powers, restrictions,
      limitations as to dividends, qualifications, and terms and conditions of
      redemption of the stock of each class which the Corporation is authorized to
      issue, of the differences in the relative rights and preferences between the
      shares of each series of preferred stock which the Corporation is authorized
      to
      issue, to the extent they have been set, and of the authority of the Board
      of
      Directors to set the relative rights and preferences of subsequent series of
      preferred stock or (b) a statement which provides in substance that the
      Corporation will furnish a full statement of such information to any stockholder
      on request and without charge. Such request may be made to the Secretary or
      to
      the Corporation’s transfer agent. Upon the issuance of uncertificated shares of
      capital stock, the Corporation shall send the stockholder a written statement
      of
      the same information required above on stock certificates. Each stock
      certificate shall be in such form, not inconsistent with law or with the
      Corporation’s Articles, as shall be approved by the Board of Directors or any
      officer or officers designated for such purpose by resolution of the Board
      of
      Directors. Each stock certificate shall be signed by the Chairman of the Board,
      the President, or a Vice-President, and countersigned by the Secretary, an
      Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each certificate
      may be sealed with the actual corporate seal or a facsimile of it or in any
      other form and the signatures may be either manual or facsimile signatures.
      A
      certificate is valid and may be issued whether or not an officer who signed
      it
      is still an officer when it is issued. A certificate may not be issued until
      the
      stock represented by it is fully paid.




**Section
      2.**  **Transfers
      of Stock.**




Transfers
      of stock shall be made only upon the transfer books of the Corporation kept
      at
      an office of the Corporation or by transfer agents designated to transfer shares
      of the stock of the Corporation. Except where a certificate is issued in
      accordance with Section 4 of Article V of these Bylaws, an outstanding
      certificate for the number of shares involved shall be surrendered for
      cancellation before a new certificate is issued therefor.




**Section
      3.**  **Record
      Dates or Closing of Transfer Books.**




The
      Board
      of Directors may, and shall have the power to, set a record date or direct
      that
      the stock transfer books be closed for a stated period for the purpose of making
      any proper determination with respect to stockholders, including which
      stockholders are entitled to notice of a meeting, vote at a meeting, receive
      a
      dividend, or be allotted other rights. The record date may not be prior to
      the
      close of business on the day the record date is fixed nor, subject to
      Section 3




13


of
      Article I, more than 90 days before the date on which the action requiring
      the determination will be taken; the transfer books may not be closed for a
      period longer than 20 days; and, in the case of a meeting of stockholders,
      the
      record date or the closing of the transfer books shall be at least ten days
      before the date of the meeting. Any shares of the Corporation’s own stock
      acquired by the Corporation between the record date for determining stockholders
      entitled to notice of or to vote at a meeting of stockholders and the time
      of
      the meeting may be voted at the meeting by the holder of record as of the record
      date and shall be counted in determining the total number of outstanding shares
      entitled to be voted at the meeting.




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




The
      Board
      of Directors of the Corporation may determine the conditions for issuing a
      new
      stock certificate in place of one which is alleged to have been lost, stolen,
      or
      destroyed, or the Board of Directors may delegate such power to any officer
      or
      officers of the Corporation. In their discretion, the Board of Directors or
      such
      officer or officers may require the owner of the certificate to give a bond,
      with sufficient surety, to indemnify the Corporation against any loss or claim
      arising as a result of the issuance of a new certificate. In their discretion,
      the Board of Directors or such officer or officers may refuse to issue such
      new
      certificate without the order of a court having jurisdiction over the
      matter.




**Section
      5.**  **Stock
      Ledger.**




The
      Corporation shall maintain a stock ledger which contains the name and address
      of
      each stockholder and the number of shares of stock of each class which the
      stockholder holds. The stock ledger may be in written form or in any other
      form
      which can be converted within a reasonable time into written form for visual
      inspection. The original or a duplicate of the stock ledger shall be kept at
      the
      offices of a transfer agent for the particular class of stock or, if none,
      at
      the principal executive office of the Corporation.




**Section
      6.**  **Regulations.**




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




**ARTICLE
      VI**


**MISCELLANEOUS**




**Section
      1.**  **Facsimile
      Signatures.**




In
      addition to the provisions for use of facsimile signatures elsewhere
      specifically authorized in these Bylaws, facsimile signatures of any officer
      or
      officers of the Corporation may be used whenever and as authorized by the Board
      of Directors or a committee thereof.




**Section
      2.**  **Corporate
      Seal.**




The
      Board
      of Directors may 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




14


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 person authorized to sign the document on behalf of
      the
      Corporation.




**Section
      3.**  **Books
      and Records.**




The
      Corporation shall keep correct and complete books and records of its accounts
      and transactions and minutes of the proceedings of its stockholders and Board
      of
      Directors and of any 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
      these Bylaws shall be kept at the principal office of the
      Corporation.




**Section
      4.**  **Reliance
      upon Books, Reports and Records.**




Each
      director, each member of any committee designated by the Board of Directors,
      and
      each officer and agent of the Corporation shall, in the performance of his
      or
      her duties, in addition to any protections conferred upon him or her by law,
      be
      fully protected in relying in good faith upon the books of account or other
      records of the Corporation and upon such information, opinions, reports or
      statements presented to the Corporation by any of its officers or employees,
      or
      committees of the Board of Directors so designated, or by any other person
      as to
      matters which such director, committee member, officer or agent reasonably
      believes are within such other person’s professional or expert competence and
      who has been selected with reasonable care by or on behalf of the
      Corporation.




**Section
      5.**  **Fiscal
      Year.**




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




**Section
      6.**  **Time
      Periods.**




In
      applying any provision of these Bylaws which requires that an act be done or
      not
      be done a specified number of days prior to an event or that an act be done
      during a period of a specified number of days prior to an event, calendar days
      shall be used, the day of the doing of the act shall be excluded and the day
      of
      the event shall be included.




**Section
      7.**  **Checks,
      Drafts, Etc.**




All
      checks, drafts and orders for the payment of money, notes and other evidences
      of
      indebtedness, issued in the name of the Corporation, shall, unless otherwise
      provided by resolution of the Board of Directors, be signed by the President,
      a
      Vice-President, an Assistant Vice-President, the Treasurer or an Assistant
      Treasurer.




**Section
      8.**  **Mail.**




Any
      notice or other document which is required by these Bylaws to be mailed shall
      be
      deposited in the United States mail, postage prepaid.




15


**Section
      9.**  **Contracts
      and Agreements.**




To
      the
      extent permitted by applicable law, and except as otherwise prescribed by the
      Articles or these Bylaws, the Board of Directors may authorize any officer,
      employee or agent of the Corporation to enter into any contract or execute
      and
      deliver any instrument in the name of and on behalf of the Corporation. Such
      authority may be general or confined to specific instances. 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.




**ARTICLE
      VIII**


**AMENDMENTS**




These
      Bylaws may be adopted, amended or repealed as provided in the Articles of the
      Corporation.




























































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