**EXHIBIT 3.2**

AMENDED AND RESTATED 

AMENDED AND RESTATED BY-LAWS 

OF 

REALOGY CORPORATION 

AMENDED AS OF FEBRUARY 4, 2008 

 

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**ARTICLE I**

**OFFICES**

SECTION 1.01 REGISTEREDOFFICE — The registered office of Realogy Corporation (the “Corporation”) shall be established and maintained at the office of National Registered Agents, Inc. at 160 Greentree Drive, Suite 101 in the City of Dover, County of Kent,State of Delaware, 19904 and said National Registered Agents, Inc. shall be the registered agent of the Corporation in charge thereof. 

SECTION 1.02 OTHER OFFICES — The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation mayrequire. 

**ARTICLE II**

**MEETINGS OF STOCKHOLDERS**

SECTION 2.01 ANNUAL MEETINGS — Annual meetings of stockholders for the election ofdirectors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determineand as set forth in the notice of the meeting. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.02 SPECIAL MEETINGS — Special meetings of the stockholders for any purpose or purposes may be called by the Chairman of theBoard, the Chief Executive Officer, the President or the Secretary, or by resolution of the Board of Directors. 

SECTION 2.03 VOTING — Each stockholder entitled to vote in accordance with the terms of theCertificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors shall bedecided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware. 

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of sharesheld by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting isto be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is entitled to be present. 

SECTION 2.04 QUORUM — Except as otherwise required bylaw, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at allmeetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time,without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any businessmay be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 2.05 NOTICE OF MEETINGS — Written notice, stating the place, date and time of the meeting, and the general nature of thebusiness to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting. No businessother than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat. 

SECTION 2.06 ACTION WITHOUT MEETING — Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting ofstockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votesthat would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consentshall be given to those stockholders who have not consented in writing. 

 

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**ARTICLE III**

**DIRECTORS**

SECTION 3.01 NUMBER AND TERM — The business and affairs of the Corporation shall bemanaged under the direction of a Board of Directors which shall consist of not less than one person. The exact number of directors shall initially be five and may thereafter be fixed from time to time by the Board of Directors. Directors shall beelected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a stockholder. 

SECTION 3.02 RESIGNATIONS — Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the timespecified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.03 VACANCIES — If the office of any director becomes vacant, the remaining directors in the office, though less than aquorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director becomes vacant and there are noremaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill suchvacancy. 

SECTION 3.04 REMOVAL — Except as hereinafter provided, any director or directors may be removed either for or without causeat any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, atsuch meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation. 

SECTION 3.05COMMITTEES — The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation. 

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powersand authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. 

SECTION 3.06 MEETINGS — The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, ifa quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors. 

 

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Regular meetings of the Board of Directors may be held without notice at such places and times as shallbe determined from time to time by resolution of the Board of Directors. 

Special meetings of the Board of Directors may be called by theChairman of the Board, the Chief Executive Officer, or the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by suchdirector) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting. 

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in anymeeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meetingshall constitute presence in person at the meeting. 

SECTION 3.07 QUORUM — A majority of the Directors shall constitute a quorum forthe transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof needbe given other than by announcement at the meeting which shall be so adjourned. The vote 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 the Certificate ofIncorporation of the Corporation or these By-Laws shall require the vote of a greater number. 

SECTION 3.08 COMPENSATION — Thedirectors may be paid expenses, if any, for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any capacity as an officer, agent or otherwise and receiving compensationtherefor. Directors who are not employees of the Corporation or its subsidiaries may be paid a stated salary or stipend for service as a director, or such other amounts, payable in cash or securities, as approved by resolution of the Board ofDirectors from time to time. Members of special or standing committees may be allowed like compensation for service as committee members. 

SECTION 3.09 ACTION WITHOUT MEETING — Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by allmembers of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee. 

**ARTICLE IV**

**OFFICERS**

SECTION 4.01 OFFICERS — The officers of the Corporation shall be a Chairman of the Board, a Vice Chairman, a President, one or more Vice Presidents,a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until 

 

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their successors are duly elected and qualified. In addition, the Board of Directors may elect such Assistant Secretaries and Assistant Treasurers as theymay deem proper. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to timeby the Board of Directors. Any number of offices may be held by the same person. 

SECTION 4.02 CHAIRMAN AND VICE CHAIRMAN OF THE BOARD— — The Board of Directors shall, at the time of election of the Chairman of the Board, state whether the Chairman of the Board shall be, in such capacity, an officer of the Corporation. Whether or not an officer, the Chairman of the Boardshall preside at all meetings of stockholders and of the Board of Directors and shall have and perform such other duties as may be assigned to him or her by the Board of Directors. If an officer, the authority of the Chairman of the Board to executebonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it execute certificates for shares, contracts, deeds, notes, mortgages, bonds, other obligationsand other documents and papers in the name of the Corporation shall be coordinate with like authority of the President. The Chairman of the Board shall also perform such other duties and exercise such other powers as the Board of Directors shallfrom time to time prescribe. 

SECTION 4.03 CHIEF EXECUTIVE OFFICER — Either the Chairman of the Board or the President shall bedesignated by the Board as the Chief Executive Officer of the Company. The Chief Executive Officer shall (i) have all powers and perform all duties incident to such chief executive office, (ii) subject to the direction of the Board ofDirectors, have general and active supervision of the property and business of the Corporation, (iii) be the officer through whom the Board of Directors delegates authority to corporate management, (iv) be the medium of communication tothe Board of Directors of information as to the affairs of the Corporation of all matters presented for the Board of Director’s consideration, (v) be responsible to see that all orders and resolutions of the Board of Directors are carriedinto effect by the proper officers and (v) have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixedthe seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer. 

SECTION 4.04 PRESIDENT — If the President is designated by the Board as Chief Executive Officer, he shall have the authority set forth in Section 4.03. If the President is not designated as the Chief Executive Officer, he shall,unless otherwise provided by resolution of the Board of Directors, be the Chief Operating Officer of the Corporation, subject to the supervision and control of the Chairman of the Board and subject to such limitations as the Board of Directors mayfrom time to time prescribe. The President shall preside at all meetings of shareholders and Directors in the absence of the Chairman of the Board. The President shall perform such other and further duties as may from time to time be required of himby the Board. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to bythe signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer. 

 

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SECTION 4.05 VICE PRESIDENTS — Each Vice President shall have such powers and shall perform suchduties as shall be assigned to him or her by the Board of Directors. 

SECTION 4.06 TREASURER — The Treasurer shall be the ChiefFinancial Officer of the Corporation. He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit allmoneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, theChairman of the Board, the Chief Executive Officer, or the President, taking proper vouchers for such disbursements. He or she shall render to the Chairman of the Board, the Chief Executive Officer, the President and Board of Directors at theregular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give theCorporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe. 

SECTION 4.07 SECRETARY — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absenceor refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board, the Chief Executive Officer, or the President, or by the Board of Directors, upon whose request the meeting is called asprovided in these By-Laws. He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such otherduties as may be assigned to him or her by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the President. He or she shall have the custody of the seal of the Corporation and shall affix the same to all instrumentsrequiring it, when authorized by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the President, and attest to the same. 

SECTION 4.08 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES — Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assignedto them, respectively, by the Board of Directors. 

**ARTICLE V**

**MISCELLANEOUS**

SECTION 5.01 CERTIFICATES OF STOCK — A certificate of stockshall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

 

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SECTION 5.02 LOST CERTIFICATES — A new certificate of stock may be issued in the place of anycertificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to givethe Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuanceof any such new certificate. 

SECTION 5.03 TRANSFER OF SHARES — The shares of stock of the Corporation shall be transferable only uponits books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of thestock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfershall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer. 

SECTION 5.04STOCKHOLDERS RECORD DATE — In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without ameeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, theBoard of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholdersentitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholdersentitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any otheraction, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of businesson the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to expressconsent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is deliveredto the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and(3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled tonotice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 

 

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SECTION 5.05 DIVIDENDS — Subject to the provisions of the Certificate of Incorporation of theCorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be setapart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizingdividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation. 

SECTION 5.06 SEAL— The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwiseimprinted upon the subject document or paper. 

SECTION 5.07 FISCAL YEAR — The fiscal year of the Corporation shall be determined byresolution of the Board of Directors. 

SECTION 5.08 CHECKS — All checks, drafts or other orders for the payment of money, notes orother evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board ofDirectors. 

SECTION 5.09 NOTICE AND WAIVER OF NOTICE — Whenever any notice is required to be given under these By-Laws, personalnotice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her addressas it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided bylaw. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or personsentitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice. 

 

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**ARTICLE VI**

**AMENDMENTS**

These By-Laws may be altered, amended or repealed at any annual meeting of thestockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majorityof the voting power of the Corporation. Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend orrepeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation. 

 

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