Exhibit
3(b)
  AMENDED
AND RESTATED
 
 BYLAWS
 
 OF
 
 PROVIDENT
COMMUNITY BANCSHARES, INC.
 
 ARTICLE
I
 
 Home
Office
 
 The home
office of Provident Community Bancshares, Inc. (herein the “Corporation”) shall
be at 203 West Main Street, Union, South Carolina.  The Corporation
may also have offices at such other places within or without the State of South
Carolina as the board of directors shall from time to time
determine.
 
 ARTICLE
II
 
 Stockholders
 
 SECTION
1.     Place of
Meetings.  All annual and special meetings of stockholders
shall be held at the home office of the Corporation or at such other place
within or without the State in which the home office of the Corporation is
located as the board of directors may determine and as designated in the notice
of such meeting.
 
 SECTION
2.     Annual
Meeting.  A meeting of the stockholders of the Corporation for
the election of directors and for the transaction of any other business of the
Corporation shall be held annually at such date and time as the board of
directors may determine.
 
 SECTION
3.     Special
Meetings.  Special meetings of the stockholders for any purpose
or purposes may be called at any time by the majority of the board of directors
or by a committee of the board of directors in accordance with the provisions of
the Corporation’s Certificate of Incorporation.
 
 SECTION
4.     Conduct of
Meetings.  Annual and special meetings shall be conducted in
accordance with the rules and procedures established by the board of
directors.  The board of directors shall designate, when present,
either the chairman of the board or president to preside at such meetings.
  1
  SECTION
5.     Notice of
Meetings.  Written notice stating the place, day and hour of
the meeting and the purpose or purposes for which the meeting is called shall be
mailed by the secretary or the officer performing his duties, not less than ten
days nor more than sixty days before the meeting to each stockholder of record
entitled to vote at such meeting.  If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the stockholder at his address as it appears on the stock transfer books or
records of the Corporation as of the record date prescribed in Section 6 of this
Article II, with postage thereon prepaid.  If a stockholder be present
at a meeting, or in writing waive notice thereof before or after the meeting,
notice of the meeting to such stockholder shall be unnecessary.  When
any stockholders’ meeting, either annual or special, is adjourned for thirty
days, notice of the adjourned meeting shall be given as in the case of an
original meeting.  It shall not be necessary to give any notice of the
time and place of any meeting adjourned for less than thirty days or of the
business to be transacted at such adjourned meeting, other than an announcement
at the meeting at which such adjournment is taken.
 
 SECTION
6.     Fixing of Record
Date.  For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders, or any adjournment thereof,
or stockholders entitled to receive payment of any dividend, or in order to make
a determination of stockholders for any other proper purpose, the board of
directors shall fix in advance a date as the record date for any such
determination of stockholders.  Such date in any case shall be not
more than sixty days, and in case of a meeting of stockholders, not less than
ten days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken.  When a determination
of stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
 
 SECTION
7.     Voting
Lists.  The officer or agent, having charge of the stock
transfer books for shares of the Corporation shall make, at least ten days
before each meeting of shareholders, a complete record of the stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by
each.  The record, for a period of ten days before such meeting, shall
be kept on file at the principal office of the Corporation, and shall be subject
to inspection by any shareholder for any purpose germane to the meeting at any
time during usual business hours.  Such record shall also be produced
and kept open at the time and place of the meeting and shall be subject to the
inspection of any stockholder for any purpose germane to the meeting during the
whole time of the meeting.  The original stock transfer books shall be
prima facie evidence as to who are the stockholders entitled to examine such
record or transfer books or to vote at any meeting of stockholders.
 
 SECTION
8.     Quorum.  A
majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders.  If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice.  At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.  The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
  2
  SECTION
9.     Proxies.  At
all meetings of stockholders, a stockholder may vote by proxy executed in
writing by the stockholder or by his duly authorized attorney in
fact.  Proxies solicited on behalf of the management shall be voted as
directed by the stockholder or, in the absence of such direction, as determined
by a majority of the board of directors.  No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided in
the proxy.
 
 SECTION
10.     Voting.  At
each election for directors every stockholder entitled to vote at such election
shall be entitled to one vote for each share of stock held by
him.  Unless otherwise provided in the Certificate of Incorporation,
by Statute, or by these Bylaws, a majority of those votes cast by stockholders
at a lawful meeting shall be sufficient to pass on a transaction or matter.
 
 SECTION
11.     Voting of Shares in the Name
of Two or More Persons.  When ownership of stock stands in the
name of two or more persons, in the absence of written directions to the
Corporation to the contrary, at any meeting of the stockholders of the
Corporation any one or more of such stockholders may cast, in person or by
proxy, all votes to which such ownership is entitled.  In the event an
attempt is made to cast conflicting votes, in person or by proxy, by the several
persons in whose name shares of stock stand, the vote or votes to which these
persons are entitled shall be cast as directed by a majority of those holding
such stock and present in person or by proxy at such meeting, but no votes shall
be cast for such stock if a majority cannot agree.
 
 SECTION
12.     Voting of Shares by Certain
Holders.  Shares standing in the name of another corporation
may be voted by any officer, agent or proxy as the bylaws of such corporation
may prescribe, or, in the absence of such provision, as the board of directors
of such corporation may determine.  Shares held by an administrator,
executor, guardian or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name.  Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.  Shares standing in the name of
a receiver may be voted by such receiver, and shares held by or under the
control of a receiver may be voted by such receiver without the transfer thereof
into his name if authority to do so is contained in an appropriate order of the
court or other public authority by which such receiver was appointed.
 
 A
stockholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee and thereafter the
pledgee shall be entitled to vote the shares so transferred.
 
 Neither
treasury shares of its own stock held by the Corporation, nor shares held by
another corporation, if a majority of the shares entitled to vote for the
election of directors of such other corporation are held by the Corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any
meeting.
  3
  SECTION
13.     Inspectors of
Election.  In advance of any meeting of stockholders, the board
of directors may appoint any persons, other than nominees for office, as
inspectors of election to act at such meeting or any adjournment
thereof.  The number of inspectors shall be either one or
three.  If the board of directors so appoints either one or three
inspectors, that appointment shall not be altered at the meeting.  If
inspectors of election are not so appointed, the chairman of the board or the
president may make such appointment at the meeting.  In case any
person appointed as inspector fails to appear or fails or refuses to act, the
vacancy may be filled by appointment by the board of directors in advance of the
meeting or at the meeting by the chairman of the board or the president.
 
 Unless
otherwise prescribed by applicable law, the duties of such inspectors shall
include:  determining the number of shares of stock and the voting
power of each share, the shares of stock represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining the result; and such acts as may
be proper to conduct the election or vote with fairness to all
stockholders.
 
 SECTION
14.     Nominating
Committee.  The board of directors shall act as a nominating
committee for selecting the management nominees for election as
directors.  Except in the case of a nominee substituted as a result of
the death or other incapacity of a management nominee, the nominating committee
shall deliver written nominations to the secretary at least twenty days prior to
the date of the annual meeting.  Provided such committee makes such
nominations, no nominations for directors except those made by the nominating
committee shall be voted upon at the annual meeting unless other nominations by
stockholders are made in writing and delivered to the secretary of the
Corporation in accordance with the provisions of the Corporation’s Certificate
of Incorporation.
 
 SECTION
15.     New
Business.  Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the
Corporation in accordance with the provisions of the Corporation’s Certificate
of Incorporation.  This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of reports of officers,
directors and committees, but in connection with such reports no new business
shall be acted upon at such annual meeting unless stated and filed as provided
in the Corporation’s Certificate of Incorporation.
  4
 
 ARTICLE
III
 
 Board
of Directors
 
 SECTION
1.     General
Powers.  The business and affairs of the Corporation shall be
under the direction of its board of directors.  The board of directors
may also elect a chairman of the board from among its members.  The
board of directors shall designate, when present, either the chairman of the
board or the president to preside at its meetings.
 
 SECTION
2.     Number, Term and
Election.  TThe board of directors shall initially consist of
seven (7) members and shall be divided into three classes as nearly equal in
number as possible.  The members of each class shall be elected for a
term of three years and until their successors are elected or qualified. One
class shall be elected by ballot annually. The board of directors shall be
classified in accordance with the provisions of the Corporation’s Certificate of
Incorporation.  The provisions of this Section 2 shall not be
applicable to directors, if any, to be elected or appointed by holders of
preferred stock of the Corporation.  The election or appointment of
such directors shall be governed by the provisions contained in the Certificate
of Designations for the Corporation’s Fixed Rate Cumulative Perpetual Preferred
Stock, Series A and the Corporation’s Certificate of Incorporation.
 
 SECTION
3.     Qualification.  Each
director shall at all times be the beneficial owner of not less than 100 shares
of capital stock of the Corporation; provided, however, that no director
appointed in accordance with Section 7(b) of the Standard Provisions contained
in the Certificate of Designations for the Corporation’s Fixed Rate Cumulative
Perpetual Preferred Stock, Series A shall be subject to any stock ownership
requirement.
 
 SECTION
4.     Regular
Meetings.  A regular meeting of the board of directors shall be
held without other notice than this Bylaw immediately after, and at the same
place as, the annual meeting of stockholders.  The board of directors
may provide, by resolution, the time and place for the holding of additional
regular meetings without other notice than such resolution.
 
 SECTION
5.     Special
Meetings.  Special meetings of the board of directors may be
called by or at the request of the chairman of the board or the president, or by
one-third of the directors.  The persons authorized to call special
meetings of the board of directors may fix any place in the State of South
Carolina as the place for holding any special meeting of the board of directors
called by such persons.
 
 Members
of the board of directors may participate in special meetings by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other.  Such participation
shall constitute presence in person but directors will not receive any
compensation for participation in meetings by conference
telephone.
  5
  SECTION
6.     Notice.  Written
notice of any special meeting shall be given to each director at least two days
previous thereto delivered personally or by telegram or at least five days
previous thereto delivered by mail at the address at which the director is most
likely to be reached.  Such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid if mailed or when delivered to the telegraph company if sent by
telegram.  Any director may waive notice of any meeting by a writing
filed with the secretary.  The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting 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 meeting of the board of directors need be 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 III shall
constitute a quorum for the transaction of business at any meeting of the board
of directors, but if less than such majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to
time.  Notice of any adjourned meeting shall be given in the same
manner as prescribed by Section 6 of this Article III.
 
 SECTION
8.     Manner of
Acting.  The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of directors,
unless a greater number is prescribed by these Bylaws, the Certificate of
Incorporation, or the laws of Delaware.
 
 SECTION
9.     Action Without a
Meeting.  Any action required or permitted to be taken by the
board of directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the 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 such resignation
to the home office of the Corporation addressed to the chairman of the board or
the president.  Unless otherwise specified herein such resignation
shall take effect upon receipt thereof by the chairman of the board or the
president.
 
 SECTION
11.     Vacancies.  Any
vacancy occurring in the board of directors shall be filled in accordance with
the provisions of the Corporation’s Certificate of Incorporation.  Any
directorship to be filled by reason of an increase in the number of directors
may be filled by the affirmative vote of two-thirds of the directors then in
office.  The term of such director shall be in accordance with the
provisions of the Corporation’s Certificate of Incorporation.
 
 SECTION
12.     Removal of
Directors.  Any director or the entire board of directors may
be removed only in accordance with the provisions of the Corporation’s
Certificate of Incorporation.
 
 SECTION
13.     Compensation.  Directors,
as such, may receive a stated fee for their services.  By resolution
of the board of directors, a reasonable fixed sum, and reasonable expenses of
attendance, if any, may be allowed for actual attendance at each regular or
special meeting of the board of directors.  Members of either standing
or special committees may be allowed such compensation for actual attendance at
committee meetings as the board of directors may determine.  Nothing
herein shall be construed to preclude any director from serving the Corporation
in any other capacity and receiving remuneration therefor.
  6
  SECTION
14.     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 the action taken unless his dissent
or abstention shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the Corporation immediately after the
adjournment of the meeting.  Such right to dissent shall not apply to
a director who votes in favor of such action.
 
 SECTION
15.     Advisory
Directors.  The board of directors may by resolution appoint
advisory directors to the board, and shall have such authority and receive such
compensation and reimbursement as the board of directors shall
provide.  Advisory director or directors emeriti shall not have the
authority to participate by vote in the transaction of business.
 
 SECTION
16.     Age
Limitation.  No person of an age seventy-two years (72) or
older will be eligible for election, reelection, appointment or reappointment to
the board of directors of the Corporation.  No director shall serve as
such following the day of his or her seventy-second (72nd)
birthday.
 
 ARTICLE
IV
 
 Committees
of the Board of Directors
 
 The board
of directors may, by resolution passed by a majority of the whole board,
designate one or more committees, as they may determine to be necessary or
appropriate for the conduct of the business of the Corporation, and may
prescribe the duties, constitution and procedures thereof.  Each
committee shall consist of one or more directors of the
Corporation.  The board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.
 
 The board
of directors shall have power, by the affirmative vote of a majority of the
authorized number of directors, at any time to change the members of, to fill
vacancies in, and to discharge any committee of the board.  Any member
of any such committee may resign at any time by giving notice to the Corporation
provided, however, that notice to the board, the chairman of the board, the
chief executive officer, the chairman of such committee, or the secretary shall
be deemed to constitute notice to the Corporation.  Such resignation
shall take effect upon receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, acceptance of such resignation
shall not be necessary to make it effective.  Any member of any such
committee may be removed at any time, either with or without cause, by the
affirmative vote of a majority of the authorized number of directors at any
meeting of the board called for that purpose.
  7
  ARTICLE
V
 
 Officers
 
 SECTION
1.     Positions.  The
officers of the Corporation shall be a president, one or more vice presidents, a
secretary and a treasurer, each of whom shall be elected by the board of
directors.  The board of directors may also designate the chairman of
the board as an officer.  The president shall be the chief executive
officer unless the board of directors designates the chairman of the board as
chief executive officer.  The offices of the secretary and treasurer
may be held by the same person and a vice president may also be either the
secretary or the treasurer.  The board of directors may designate one
or more vice presidents as executive vice president or senior vice
president.  The board of directors may also elect or authorize the
appointment of such other officers as the business of the Corporation may
require.  The officers shall have such authority and perform such
duties as the board of directors may from time to time authorize or
determine.  In the absence of action by the board of directors, the
officers shall have such powers and duties as generally pertain to their
respective offices.
 
 SECTION
2.     Election and Term of
Office.  The officers of the Corporation shall be elected
annually by the board of directors at the first meeting of the board of
directors held after each annual meeting of the shareholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his
successor shall have been duly elected and qualified or until his death or until
he shall resign or shall have been removed in the manner hereinafter
provided.  Election or appointment of an officer, employee or agent
shall not of itself create contract rights.  The board of directors
may authorize the Corporation to enter into an employment contract with any
officer in accordance with state law; but no such contract shall impair the
right of the board of directors to remove any officer at any time in accordance
with Section 3 of this Article V.
 
 SECTION
3.     Removal.  Any
officer may be removed by vote of two-thirds of the board of directors whenever,
in its judgment, the best interests of the Corporation will be served thereby,
but such removal, other than for cause, shall be without prejudice to the
contract 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 the unexpired portion
of the term.
  8
  SECTION
5.     Remuneration.  The
remuneration of the officers shall be fixed from time to time by the board of
directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.
 
 ARTICLE
VI
 
 Contracts,
Loans, Checks and Deposits
 
 SECTION
1.     Contracts.  To
the extent permitted by applicable law, and except as otherwise prescribed by
the Corporation’s Certificate of Incorporation or these Bylaws with respect to
certificates for shares, 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.
 
 SECTION
2.     Loans.  No
loans shall be contracted on behalf of the Corporation and no evidence of
indebtedness shall be issued in its name unless authorized by the board of
directors.  Such authority may be general or confined to specific
instances.
 
 SECTION
3.     Checks, Drafts,
Etc.  All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by one or more officers, employees or agents of the
Corporation in such manner as shall from time to time be determined by
resolution of the board of directors.
 
 SECTION
4.     Deposits.  All
funds of the Corporation not otherwise employed shall be deposited from time to
time to the credit of the Corporation in any of its duly authorized depositories
as the board of directors may select.
 
 ARTICLE
VII
 
 Certificates
for Shares and Their Transfer
 
 SECTION
1.     Certificates for
Shares.  The shares of the Corporation shall be represented by
certificates signed by the chairman of the board of directors or by the
president or a vice president and by the treasurer or by the secretary of the
Corporation, and may be sealed with the seal of the Corporation or a facsimile
thereof.  Any or all of the signatures upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation.  If any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before the certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of its issue.
  9
  Notwithstanding
anything to the contrary herein, the Board of Directors may provide by
resolution that some or all of any or all classes or series of the Corporation’s
capital stock shall be uncertificated shares.  Any such resolution
shall not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation.
 
 SECTION
2.     Form of Share
Certificates.  All certificates representing shares issued by
the Corporation shall set forth upon the face or back that the Corporation will
furnish to any shareholder upon request and without charge a full statement of
the designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined, and the authority of the board of directors to fix and
determine the relative rights and preferences of subsequent series.
 
 Each
certificate representing shares shall state upon the face
thereof:  that the Corporation is organized under the laws of the
State of Delaware; the name of the person to whom issued; the number and class
of shares; the date of issue; the designation of the series, if any, which such
certificate represents; the par value of each share represented by such
certificate, or a statement that the shares are without par
value.  Other matters in regard to the form of the certificates shall
be determined by the board of directors.
 
 SECTION
3.     Payment for
Shares.  No shares, whether in certificated or uncertificated
form, shall be issued until such shares are fully paid.
 
 SECTION
4.     Form of Payment for
Shares.  The consideration for the issuance of shares shall be
paid in accordance with the provisions of the Corporation’s Certificate of
Incorporation.
 
 SECTION
5.     Transfer of
Shares.  Transfer of shares of capital stock of the Corporation
shall be made only on its stock transfer books.  Authority for such
transfer shall be given only by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Corporation.  Such transfer shall be made only, in the case of
certificated shares, on surrender for cancellation of the certificate for such
shares or, in the case of uncertificated shares, on delivery of proper transfer
instructions for the number of shares involved.  The person in whose
name shares of capital stock stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all purposes.
 
 SECTION
6.     Stock
Ledger.  The stock ledger of the Corporation shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by Section 7 of Article II or the books of the Corporation, or
to vote in person or by proxy at any meeting of stockholders.
  10
  SECTION
7.     Lost
Certificates.  The board of directors may direct a new
certificate or uncertificated shares to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen, or destroyed.  When
authorizing such issue of a new certificate or uncertificated shares, the board
of directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate, or
his legal representative, to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen, or destroyed.
 
 SECTION
8.     Beneficial
Owners.  The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not the Corporation shall have express or other
notice thereof, except as otherwise provided by law.
 
 ARTICLE
VIII
 
 Fiscal
Year; Annual Audit
 
 The
fiscal year of the Corporation shall end on the 31st day of
December of each year.  The Corporation shall be subject to an annual
audit as of the end of its fiscal year by independent public accountants
appointed by and responsible to the board of directors.
 
 ARTICLE
IX
 
 Dividends
 
 Subject
to the provisions of the Certificate of Incorporation and applicable law, the
board of directors may, at any regular or special meeting, declare dividends on
the Corporation’s outstanding capital stock.  Dividends may be paid in
cash, in property or in the Corporation’s own stock.
 
 ARTICLE
X
 
 Corporate
Seal
 
 The
corporate seal of the Corporation shall be in such form as the board of
directors shall prescribe.
  11
 
 ARTICLE
XI
 
 Amendments
 
 In
accordance with the Corporation’s Certificate of Incorporation, these Bylaws may
be repealed, altered, amended or rescinded by the stockholders of the
Corporation only by vote of not less than 80% of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting of the
stockholders called for that purpose (provided that notice of such proposed
repeal, alteration, amendment or rescission is included in the notice of such
meeting).  In addition, the board of directors may repeal, alter,
amend or rescind these Bylaws by vote of two-thirds of the board of directors at
a legal meeting held in accordance with the provisions of these
Bylaws.
  12