Exhibit
3.2





Newport
Bancorp, Inc. Bylaws





NEWPORT
BANCORP, INC.


BYLAWS





(As
amended February 19, 2009)





ARTICLE
I - STOCKHOLDERS





Section
      1.
            ANNUAL
      MEETING





The annual meeting of the stockholders
of Newport Bancorp, Inc. (the “Corporation”) shall be held each year at such
time and on such date as the Board of Directors shall, in their discretion,
fix.  The business to be transacted at the annual meeting shall
include the election of directors, consideration of the report of the President,
and any other business properly brought before the meeting in accordance with
these Bylaws.





Section
      2.
            SPECIAL
      MEETINGS





A special meeting of the stockholders
may be called at any time for any purpose(s) by the Chairman of the Board, the
President or by a majority of the total number of Directors which the
Corporation would have if there were no vacancies on the Board of
Directors.  A special meeting of the stockholders shall be called by
the Secretary of the Corporation upon the written request of the holders of a
majority of all shares outstanding and entitled to vote on the business to be
transacted at such meeting.  Notwithstanding the previous sentence,
the Secretary of the Corporation shall not be obligated to call a special
meeting of the stockholders requested by stockholders for the purpose of taking
any action that is non-binding or advisory in nature.  Business
transacted at any special meeting shall be confined to the purpose(s) stated in
the notice of such meeting.





Section
      3.
            PLACE OF
      MEETING





The Board of Directors may designate
any place, either within or without the State of Maryland, as the place of
meeting for any annual or special meeting of stockholders.





Section
      4.
            NOTICE OF MEETING;
      WAIVER OF NOTICE





Not less than ten (10) days nor more
than ninety (90) days before the date of every stockholders meeting, the
Secretary shall give to each stockholder entitled to vote at or to notice of
such meeting, written notice stating the place, date and time of the meeting
and, in the case of a special meeting, the purpose(s) for which the meeting is
called, either by mail to his or her address as it appears on the records of the
Corporation or by presenting it to him or her personally or by leaving it at his
or her residence or usual place of business.  Notwithstanding the
foregoing provisions, a written waiver of notice, signed by the person entitled
to notice, whether before or after the time stated therein, shall be equivalent
to notice.  Attendance of a person entitled to notice at a meeting, in
person or by proxy, shall constitute a waiver of notice of such meeting, except
when such person 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.





When a meeting is adjourned to another
place, date or time, written notice need not be given of the adjourned meeting
if the place, date and time thereof are announced at the meeting at which the
adjournment is taken; provided however, that if the date of the adjourned
meeting is more than 120 days after the record date for which the meeting was
originally noticed, or if a new record date is fixed for the adjourned meeting,
written notice










Section
      5.
            QUORUM





At any meeting of stockholders, the
holders of a majority of the shares of the stock entitled to vote at the
meeting, present in person or by proxy (after giving effect to the provisions of
Article FIFTH of the Articles of Incorporation), 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.





If a quorum fails to attend any
meeting, the Chairman of the meeting or the holders of a majority of the shares
of stock entitled to vote who are represented in person or by proxy may adjourn
the meeting to any place, date and time without further notice to a date not
more than 120 days after the original record date.  At such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting originally called.  The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of stockholders to
leave less than a quorum.





Section
      6.
            ORGANIZATION





The Chairman of the Board of the
Corporation or, in his or her absence, the President of the Corporation, or in
his or her absence such person as the Board of Directors may have designated or,
in the absence of such a person, such person as may be chosen by the holders of
a majority of the shares entitled to vote who are present, in person or by
proxy, shall call to order any meeting of the stockholders 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.





Section
      7.
            CONDUCT OF
      BUSINESS





(a)           The
chairman of any meeting of stockholders shall determine the order of business
and the procedures at the meeting, including such regulation of the manner of
voting and the conduct of discussion as seem to him or her in
order.  The date and time of the opening and closing of the polls for
each matter upon which the stockholders will vote at the meeting shall be
announced at the meeting.





(b)           At
any annual meeting of the stockholders, only such business shall be conducted as
shall have been brought before the meeting (i) by or at the direction of the
Board of Directors or (ii) by any stockholder of the Corporation who is entitled
to vote with respect thereto and who complies with the notice procedures set
forth in this Section 7(b).  For business to be properly brought
before an annual meeting by a stockholder, the business must relate to a proper
subject matter for stockholder action and the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation.  To be
timely, a stockholder’s notice must be delivered or mailed to and received at
the principal executive office of the Corporation not less than
ninety  (90) days prior to the date of the annual meeting; provided,
however, that if less than one hundred (100) days’ notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made.  A
stockholder’s notice to the Secretary shall 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,
as they appear on the Corporation’s books, of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation’s capital
stock that are beneficially owned by such stockholder, (iv) a statement
disclosing (A) whether such stockholder is acting with or on behalf of any other
person and (B) if applicable, the identity of such person, and (v) any material
interest of such stockholder in such business.  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 7(b).  The Chairman of the Board or other person presiding
over the












At any special meeting of the
stockholders, only such business shall be conducted as shall have been brought
before the meeting in accordance with Article I, Section 2.





(c)           Only
persons who are nominated in accordance with the procedures set forth in these
Bylaws shall be eligible for election as directors.  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 entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section
7(c).  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 at the principal executive office
of the Corporation not less than ninety (90) days prior to the date of the
meeting; provided, however, that if less than one hundred (100) days’ notice or
prior disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was
made.  Such stockholder’s notice shall set forth (i) as to each person
whom such stockholder proposes to nominate for election or re-election as a
director, all information relating to such person that would indicate such
person’s qualification under Article II, Section 3, including an affidavit that
such person would not be disqualified under the provisions of Section 3(b) and
such information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person’s written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (ii) as to
the stockholder giving the notice (A) the name and address, as they appear on
the Corporation’s books, of such stockholder, (B) the class and number of shares
of the Corporation’s capital stock that are beneficially owned by such
stockholder, and (C) a statement disclosing (1) whether such stockholder or any
nominee thereof is acting with or on behalf of any other person and (2) if
applicable, the identity of such person.





Section
      8.
            VOTING





Unless the Articles of Incorporation
provides 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 (1) vote on each matter submitted to a vote at a meeting of
stockholders.





All voting, including on the election
of directors but excepting where otherwise required by law or by the governing
documents of the Corporation, may be made by a voice vote; provided, however,
that upon demand therefor by a stockholder entitled to vote or his or her proxy,
a stock vote shall be taken.  Every stock 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 procedures established
for the meeting.  The Corporation shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof.  The Corporation may designate one or more
persons as alternate inspectors to replace any inspector who fails to
act.  If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting.  Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his or her ability.





All elections shall be determined by a
plurality of the votes cast, and, except as otherwise required by law or the
Articles of Incorporation, all other matters shall be determined by a majority
of the votes cast.





Section
      9.
            PROXIES





At all meetings of stockholders, a
stockholder may vote the shares owned of record by him or her either in person
or by proxy executed in writing by the stockholder or by his or her duly
authorized attorney-in-fact.   Any facsimile telecommunication or
other reliable reproduction of the writing or transmission created pursuant to
this paragraph may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.  Proxies may be given telephonically or
electronically as long as the holder uses a procedure for verifying the identity
of the stockholder.  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.





Such proxy shall be filed with the
Secretary of the Corporation before or at the time of the meeting.  No
proxy shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.






ARTICLE
II - DIRECTORS





Section
      1.
            GENERAL
      POWERS





The business and affairs of the
Corporation shall be managed by its Board of Directors.  The Board of
Directors may exercise all the powers of the Corporation, except those conferred
on or reserved to the stockholders by statute or by the Articles of
Incorporation or the Bylaws.  The Board may adopt such rules and
regulations for the conduct of their meetings and the management of the
Corporation as they may deem proper, and which are not inconsistent with these
Bylaws and with the Maryland General Corporation Law.





Section
      2.
            NUMBER





The number of directors of the
Corporation shall be at least five (5) and no more than fifteen
(15).  A majority of the entire Board of Directors may by resolution
set the number of directors at such number as it may determine within such
range, but such action shall not affect the tenure of office of any
director.  Each director shall hold office until his or her successor
is elected and qualified or until his or her earlier resignation or
removal.





Section
      3.
            QUALIFICATIONS





(a)           No
person 72 years or older shall be eligible for election, reelection, appointment
or reappointment to the Board of Directors.  The term of office of a
director of the Corporation shall expire upon the date of the annual meeting of
stockholders of the Corporation immediately following the date on which the
director becomes age 72.





(b)           No
person shall be eligible for election or appointment to the Board of Directors:
(i) if such person has been the subject of supervisory action by a financial
regulatory agency that resulted in a cease and desist order or an agreement or
other written statement subject to public disclosure under 12 U.S.C. §1818(u),
or any successor provision; (ii) if such person has been convicted of a crime
involving dishonesty or breach of trust which is punishable by imprisonment for
a term exceeding one year under state or federal law; (iii) if such person is
currently













Section
      4.
            VACANCIES





Any vacancy occurring in the Board of
Directors may be filled in accordance with Article SEVENTH of the Articles of
Incorporation.





Section
      5.
            REGULAR
      MEETINGS





Regular meetings of the Board of
Directors shall be held at such dates, such times and such places, either within
or without the State of Maryland, as shall have been designated by the Board of
Directors and publicized among all Directors.





Section
      6.
            SPECIAL
      MEETINGS





Special meetings of the Board of
Directors may be called by the Chairman of the Board, by the President or by
two-thirds of the Board of Directors in writing.  The person(s)
authorized to call special meetings of the Board of Directors may fix any place,
either within or without the State of Maryland, as the place for holding the
special meeting of the Board of Directors called by them.





Section
      7.
            NOTICE





A notice of a regular meeting shall not
be required.  The Secretary shall give notice to each director of the
date, time and place of each such special meeting of the Board of
Directors.  Notice is given to a director when it is delivered
personally to him or her, left at his or her residence or usual place of
business, or sent by telephone, telegraph, or similar means of transmission at
least 24 hours before the time of the meeting, or in the alternative, when it is
mailed to his or her address as it appears on the records of the Corporation, at
least 72 hours before the time of the meeting.  Any director may waive
notice of any meeting either before or after the holding thereof by written
waiver filed with the records of the meeting.  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,
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













Section
      8.
            TELEPHONIC
      MEETINGS





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 similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.





Section
      9.
            QUORUM





At any meeting of the Board of
Directors, a majority of the total number of directors shall constitute a quorum
for the transaction of business, but if less than such quorum is present at a
meeting, a majority of the directors present may adjourn the meeting without
further notice or waiver thereof.





Section
      10.
            MANNER OF
      ACTING





The vote of the majority of the
directors present at a meeting at which a quorum is present shall be the action
of the Board of Directors unless the concurrence of a greater proportion is
required for such action by the Articles of Incorporation.





Section
      11.
            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
      12.
            REMOVAL OF
      DIRECTORS





Any removal of directors may be
made in accordance with Article SEVENTH of the Articles of
Incorporation.





Section
      13.
            RESIGNATION





A director may resign at any time by
giving written notice to the Board, the President or the Secretary of the
Corporation.  Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the Board or such officer,
and the acceptance of the resignation shall not be necessary to make it
effective.





Section
      14.
            COMPENSATION





By resolution of the Board of
Directors, a fixed sum and expenses, if any, for attendance at each regular or
special meeting of the Board of Directors or of committees thereof, and other
compensation for their services as such or on such committees, may be paid to
directors, as may compensation for such other services as a director may render
to the Corporation.





Section
      15.
            COMMITTEES





The Board of Directors, by a vote of a
majority of the Board of Directors, may from time to time designate committees
of the Board, with such lawfully delegable powers and duties as it thereby
confers, to serve at the pleasure of the Board and shall, for these committees
and any others provided for herein, elect a director(s) to serve as the
member(s), designating, if it desires, other directors as alternate members who
may replace any absent or disqualified member at any meeting of the
committee.  Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and 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; provided, however, that any such
committee shall have no power or authority with reference to  (i)
declaring dividends or distributions on stock, (ii) issuing stock other than as
authorized by the Board of Directors, (iii) recommending to the stockholders any
action that requires stockholder approval, (iv) amending the Bylaws, or (v)
approving a merger or share exchange that does not require stockholder approval.
In the absence or disqualification of any member of any committee and any
alternate member in his or her place, the member(s) of the committee present at
the meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board
of Directors to act at the meeting in the place of the absent or disqualified
member.





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.  The quorum requirements for each such committee shall be a
majority of the members of such committee unless otherwise determined by the
Board of Directors by a majority vote of the Board of Directors which such
quorum determined by a majority of the Board may be one-third of such members
and all matters considered by such committees shall be determined by a majority
vote of the members present.  Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of such
committee.






ARTICLE
III - OFFICERS





Section
      1.
            EXECUTIVE AND OTHER
      OFFICERS





The officers of the Corporation shall
be a President and Chief Executive Officer, a Secretary and a
Treasurer.  The Board of Directors may designate who shall serve as
chief executive officer, having general supervision of the business and affairs
of the Corporation, and as chief operating officer, having supervision of the
operations of the Corporation; in the absence of a designation the President
shall serve as chief executive officer and chief operating
officer.  The Board of Directors may appoint such other officers as it
may deem proper.  A person may hold more than one office in the
Corporation but may not serve concurrently as both President and Vice President
of the Corporation.





Section
      2.
            PRESIDENT AND CHIEF
      EXECUTIVE OFFICER





The President and Chief Executive
Officer shall be the principal executive officer of the
Corporation.  Subject to the provisions of these Bylaws and to the
direction of the Board of Directors, he or she shall have the responsibility for
the general management and control of the business and affairs of the
Corporation and shall perform all duties and have all powers that are commonly
incident to the office of the president or that are delegated to him or her by
the Board of Directors.  He or she shall have power to sign all
contracts, agreements and other instruments of the Corporation that are
authorized and shall have general supervision and direction of all of the other
officers, employees and agents of the Corporation.





Section
      3.
            VICE
      PRESIDENT(S)





The Vice President(s) shall perform the
duties of the President in his or her absence or during his or her inability to
act.  In addition, the Vice President(s) 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 by the Board of
Directors, the Chairman of the Board or the President.  A Vice
President(s) may be designated as Executive Vice President or Senior Vice
President.





Section
      4.
            SECRETARY





The Secretary shall keep the minutes of
the meetings of the stockholders, of the Board of Directors and of any
committees, in books provided for the purpose; he or she shall see that all
notices are duly given in accordance with the provisions of the Bylaws or as
required by law; he or she shall be custodian of the records of the Corporation;
he or she shall witness all documents on behalf of the Corporation, the
execution of which is duly authorized, see that the corporate seal is affixed
where such document is required to be under its seal, and, when so affixed, may
attest the same; and, in general, he or she shall perform all duties incident to
the office of a secretary of a corporation, and such other duties as may from
time to time be assigned to him or her by the Board of Directors or the
President.





Section
      5.
            TREASURER





The Treasurer shall have charge of and
be responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all monies or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by the Board of
Directors.  In general, he or she shall perform all the duties
incident to the office of a treasurer of a corporation, and such other duties as
may from time to time be assigned to him or her by the Board of Directors, the
chief executive officer or the President.





Section
      6.
            SUBORDINATE
      OFFICERS





The Corporation may have such
subordinate officers as the Board of Directors may from time to time deem
desirable.  Each such officer shall hold office for such period and
perform such duties as the Board of Directors, the President or the committee or
officer designated pursuant to these Bylaws may prescribe.





Section
      7.
            COMPENSATION





The Board of Directors shall have power
to fix the salaries and other compensation and remuneration, of whatever kind,
of all officers of the Corporation.  It may authorize any committee or
officer, upon whom the power of appointing subordinate officers may have been
conferred, to fix the salaries, compensation and remuneration of such
subordinate officers.





Section
      8.
            ELECTION, TENURE AND
      REMOVAL OF OFFICERS





The Board of Directors shall elect the
officers.  The Board of Directors may from time to time authorize any
committee or officer to appoint subordinate officers.  An officer
serves for one year or until his or her successor is elected and
qualified.  If the Board of Directors in its judgment finds that the
best interests of the Corporation will be served, it may remove any officer or
agent of the Corporation.  The removal of an officer or agent does not















ARTICLE
IV - STOCK





Section
      1.
            CERTIFICATES FOR
      STOCK





Each stockholder shall be entitled to
certificates that 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 and the class of stock and
number of shares represented by the certificate and be in such form, not
inconsistent with law or with the Articles of Incorporation, as shall be
approved by the Board of Directors or any officer(s) designated for such purpose
by resolution of the Board of Directors.  Each stock certificate shall
be signed by the President or the Chairman of the Board, and countersigned by
the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer.  Each certificate shall be sealed with the actual corporate
seal or a facsimile of it or in any other form and the signatures on each
certificate 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 of the Corporation when it is issued.





Notwithstanding anything to the
contrary herein, the Board of Directors may provide by resolution that some or
all of the shares 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.
            TRANSFERS





The Board of Directors shall have power
and authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates of stock or
uncertificated shares of stock, and may appoint transfer agents and registrars
thereof.  The duties of transfer agent and registrar may be
combined.





Section
      3.
            RECORD DATE AND
      CLOSING OF TRANSFER BOOKS





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 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, the Board of Directors may fix, in
advance, a record date, which shall not be more than ninety (90) nor less than
ten (10) days before the date of such meeting, nor more than ninety (90) days
before any other action.  The transfer books may not be closed for a
period longer than twenty (20) days.  In the case of a meeting of
stockholders, the closing of the transfer books shall be at least ten (10) days
before the date of the meeting.





Section
      4.
            STOCK
      LEDGER





The Corporation shall maintain a stock
ledger that contains the name and address of each stockholder and the number of
shares of stock of each class registered in the name of each
stockholder.  The stock ledger may be in written form or in any other
form that 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,
within or without the State of Maryland, or, if none, at the principal office or
the principal












Section
      5.
            CERTIFICATION OF
      BENEFICIAL OWNERS





The Board of Directors may adopt by
resolution a procedure by which a stockholder of the Corporation may certify in
writing to the Corporation that any shares of stock registered in the name of
the stockholder are held for the account of a specified person other than the
stockholder.





Section
      6.
            LOST, STOLEN OR
      DESTROYED STOCK CERTIFICATES





The Board of Directors of the
Corporation may determine the conditions for issuing a new stock certificate or
uncertificated shares in place of a stock certificate that is purportedly
alleged to have been lost, stolen or destroyed, or the Board of Directors may
delegate such power to any officer(s) of the Corporation.  In its
discretion, the Board of Directors or such officer(s) may refuse to issue such
new certificate or uncertificated shares except upon the order of a court having
jurisdiction in the premises.






ARTICLE
V - FINANCE





Section
      1.
            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 or a Vice President and countersigned
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary.





Section
      2.
            ANNUAL STATEMENT OF
      AFFAIRS





There shall be prepared annually a full
and correct statement of the affairs of the Corporation, to include a balance
sheet and a financial statement of operations for the preceding fiscal
year.  The statement of affairs shall be submitted at the annual
meeting of the stockholders and, within twenty (20) days after the meeting,
placed on file at the Corporation’s principal office.  Such statement
shall be prepared or caused to be prepared by such executive officer of the
Corporation as may be designated in an additional or supplementary bylaw adopted
by the Board of Directors.  If no other executive officer is so
designated, it shall be the duty of the President to prepare or cause to be
prepared such statement.





Section
      3.
            FISCAL
      YEAR





The fiscal year of the Corporation
shall commence on the first day of January and end on the last day of December
in each year.






ARTICLE
VI - SUNDRY PROVISIONS





Section
      1.
            CORPORATE
      SEAL





The Board of Directors shall provide a
suitable seal, bearing the name of the Corporation, which shall be in















Section
      2.
            BONDS





The Board of Directors may require any
officer, agent or employee of the Corporation to give a bond to the Corporation,
conditioned upon the faithful discharge of his or her duties, with one or more
sureties and in such amount as may be satisfactory to the Board of
Directors.





Section
      3.
            VOTING UPON SHARES IN
      OTHER CORPORATIONS





Stock of other corporations or
associations, registered in the name of the Corporation, may be voted by the
President and Chief Executive Officer, a Vice President or a proxy appointed by
any 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.





Section
      4.
            MAIL





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





Section
      5.
            AMENDMENT OF
      BYLAWS





These Bylaws may be amended or repealed
in the manner set forth in the Articles of Incorporation.