**Exhibit 3.5**

 

 

**WESTSUBURBAN BANCORP, INC.**

 

 

AMENDED ANDRESTATED BY-LAWS

 

 

Restated as ofJanuary 23, 2003

 

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**AMENDEDAND RESTATED BY-LAWS**

 

**OF**

 

**WESTSUBURBAN BANCORP, INC.**

 

**TABLEOF CONTENTS**

 
| **ARTICLE I   OFFICES**       |
|------------------------------------|
|                               |
| SECTION  1.1                       | Offices |
|                               |   |
| **ARTICLE II   SHAREHOLDERS** |
|                               |
| SECTION  2.1                       | Annual  Meeting |
| SECTION  2.2                       | Special  Meetings |
| SECTION  2.3                       | Place  Of Meeting |
| SECTION  2.4                       | Notice  Of Meetings |
| SECTION  2.5                       | Fixing  of Record Date |
| SECTION  2.6                       | Voting  Lists |
| SECTION  2.7                       | Quorum |
| SECTION  2.8                       | Proxies |
| SECTION  2.9                       | Voting  of Shares |
| SECTION  2.10                      | Voting  of Share by Certain Holders |
| SECTION  2.11                      | Inspectors |
| SECTION  2.12                      | Informal  Action by Shareholders |
| SECTION  2.13                      | Voting  by Ballot |
|                               |   |
| **ARTICLE  III  DIRECTORS**   |
|                               |
| SECTION  3.1                       | General  Powers |
| SECTION  3.2                       | Number,  Tenure and Qualifications |
| SECTION  3.3                       | Nominations  for Director |
| SECTION  3.4                       | Regular  Meetings |
| SECTION  3.5                       | Special  Meetings |
| SECTION  3.6                       | Notice |
| SECTION  3.7                       | Quorum |
| SECTION  3.8                       | Manner  of Acting |
| SECTION  3.9                       | Vacancies |
| SECTION  3.10                      | Resignation  and Removal of Directors |
| SECTION  3.11                      | Informal  Action by Directors |
| SECTION  3.12                      | Compensation |
| SECTION  3.13                      | Presumption  of Assent |

 

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| SECTION  3.14                                                                      | Committees                                                    |
|------------------------------------------------------------------------------------|---------------------------------------------------------------|
| SECTION  3.15                                                                      | Meetings  by Means of Electronic Device                       |
|                                                                               |                                                          |
| **ARTICLE IV   OFFICERS**                                                     |
|                                                                               |
| SECTION  4.1                                                                       | Number                                                        |
| SECTION  4.2                                                                       | Election  and Term of Office                                  |
| SECTION  4.3                                                                       | Removal                                                       |
| SECTION 4.4                                                                        | Chairman and Chief Executive Officer                          |
| SECTION 4.5                                                                        | President                                                     |
| SECTION 4.6                                                                        | Chief Financial Officer                                       |
| SECTION 4.7                                                                        | The Vice-Presidents                                           |
| SECTION  4.8                                                                       | The  Treasurer                                                |
| SECTION  4.9                                                                       | The  Secretary                                                |
| SECTION 4.10                                                                       | Assistant Treasurers and Assistant  Secretaries               |
| SECTION 4.11                                                                       | Salaries                                                      |
|                                                                               |                                                          |
| **ARTICLE V   CONTRACTS, LOANS, CHECKS AND DEPOSITS**                         |
|                                                                               |
| SECTION  5.1                                                                       | Contracts                                                     |
| SECTION  5.2                                                                       | Loans                                                         |
| SECTION  5.3                                                                       | Checks,  Drafts, Etc                                          |
| SECTION  5.4                                                                       | Deposits                                                      |
|                                                                               |                                                          |
| **ARTICLE VI   SHARES AND THEIR TRANSFER**                                    |
|                                                                               |
| SECTION  6.1                                                                       | Shares  Represented by Certificates and Uncertificated Shares |
| SECTION  6.2                                                                       | Lost  Certificates                                            |
| SECTION  6.3                                                                       | Transfers  of Shares                                          |
|                                                                               |                                                          |
| **ARTICLE VII  OTHER PROVISIONS**                                             |
|                                                                               |
| SECTION  7.1                                                                       | Fiscal  Year                                                  |
| SECTION  7.2                                                                       | Distributions                                                 |
| SECTION  7.3                                                                       | Seal                                                          |
| SECTION  7.4                                                                       | Notice                                                        |
|                                                                               |                                                          |
| **ARTICLE  VIII  AMENDMENTS**                                                 |
|                                                                               |
| SECTION  8.1                                                                       | Amendments  and Modifications                                 |
|                                                                               |                                                          |
| **ARTICLE IX   INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS** |
|                                                                               |
| SECTION  9.1                                                                       | Claims  Other Than Corporation                                |
| SECTION  9.2                                                                       | Claims  By Other Corporation                                  |
| SECTION  9.3                                                                       | Successful  Defense                                           |
| SECTION  9.4                                                                       | Specific  Authorization                                       |
| SECTION  9.5                                                                       | Advancement  of Expenses                                      |
| SECTION  9.6                                                                       | Non-Exclusivity                                               |

 

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| SECTION  9.7  | Report                    |
|---------------|---------------------------|
| SECTION  9.8  | Extension  of Provisions  |
| SECTION  9.9  | Savings                   |
| SECTION  9.10 | Invalidity                |
| SECTION  9.11 | Expansion                 |
| SECTION  9.12 | Meaning  of Corporation   |
| SECTION  9.13 | Meaning  of Certain Terms |
| SECTION  9.14 | Insurance                 |

 

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**AMENDED AND RESTATED BY-LAWS**

 

**OF**

 

**WEST SUBURBAN BANCORP, INC.**

 

# **ARTICLE I**OFFICES

 

## SECTION 1.1  Offices.  The corporation shall continuously maintainin the State of Illinois a registered office and a registered agent whosebusiness office is identical with such registered office, and may have other officeswithin or outside the state.

 

# **ARTICLE II**SHAREHOLDERS

 

## SECTION 2.1  AnnualMeeting.  An annual meeting of theshareholders shall be held on the second (2nd) Wednesday in May ofeach year or at such time as the board of directors may designate for thepurpose of electing directors and for the transaction of such other business asmay come before the meeting. If the day fixed for the annual meeting shall be alegal holiday, such meeting shall be held on the next succeeding business day.

 

## SECTION 2.2  SpecialMeetings.  Special meetings of theshareholders may be called either by the president, by the board of directorsor by the holders of not less than one-half (1⁄2) of all the outstanding sharesof the corporation entitled to vote, for the purpose or purposes stated in thecall of the meeting.

 

## SECTION 2.3  PlaceOf Meeting.  The board of directorsmay designate any place, as the place of meeting for any annual meeting or forany special meeting called by the board of directors. If no designation is made,or if a special meeting be otherwise called, the place of meeting shall be atWest Suburban Bank, 711 South Meyers, Lombard, County of DuPage, State ofIllinois.

 

## SECTION 2.4  NoticeOf Meetings.  Written notice statingthe place, date, and hour of the meeting and, in the case of a special meeting,the purpose or purposes for which the meeting is called, shall be delivered notless than ten (10) nor more than sixty (60) days before the date of themeeting, or in the case of a merger, consolidation, share exchange, dissolutionor sale, lease or exchange of assets not less than twenty (20) nor more thansixty (60) days before the date of the meeting, either personally or by mail,by or at the direction of the president, or the secretary, or the officer or personscalling the meeting, to each shareholder of record entitled to vote at suchmeeting. If mailed, such notice shall be deemed to be delivered when depositedin the United States mail addressed to the shareholder at such shareholder’saddress as it appears on the records of the corporation, with postage thereonprepaid. When a meeting is adjourned to another 

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## time or place, notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken.

 

## SECTION 2.5  Fixingof Record Date.  For the purpose ofdetermining the shareholders entitled to notice of or to vote at any meeting ofshareholders, or shareholders entitled to receive payment of any dividend, orin order to make a determination of shareholders for any other proper purpose,the board of directors of the corporation may fix in advance a date as therecord date for any such determination of shareholders, such date in any caseto be not more than sixty (60) days and for a meeting of shareholders, not lessthan ten (10) days, or in the case of a merger, consolidation, share exchange,dissolution or sale, lease or exchange of assets, not less than twenty (20)days before the date of such meeting. If no record date is fixed for thedetermination of shareholders entitled to notice of or to vote at a meeting ofshareholders, or shareholders entitled to receive payment of a dividend, thedate on which notice of the meeting is mailed or the date on which theresolution of the board of directors declaring such dividend is adopted, as thecase may be, shall be the record date for such determination of shareholders. Adetermination of shareholders shall apply to any adjournment of the meeting.

 

## SECTION 2.6  VotingLists.  The officer or agent havingcharge of the transfer book for shares of the corporation shall make, withintwenty (20) days after the record date for a meeting of shareholders or ten(10) days before such meeting, whichever is earlier, a complete list of theshareholders entitled to vote at such meeting, arranged in alphabetical order,with the address of and the number of shares held by each, which list, for aperiod of ten (10) days prior to such meeting, shall be kept on file at theregistered office of the corporation and shall be subject to inspection by anyshareholder, and to copying at the shareholder’s expense, at any time duringusual business hours. Such list shall also be produced and kept open at thetime and place of the meeting and shall be subject to the inspection of anyshareholder during the whole time of the meeting. The original share ledger ortransfer book, or a duplicate thereof kept in this State, shall be prima facieevidence as to who are the shareholders entitled to examine such list or shareledger or transfer book or to vote at any meeting of shareholders.

 

## SECTION 2.7  Quorum.  The holders of a majority of the outstandingshares of the corporation entitled to vote on a matter, represented in personor by proxy, shall constitute a quorum for consideration of such matter at anymeeting of shareholders, but in no event shall a quorum consist of less thanone-third (1/3rd) of the outstanding shares entitled so to vote;provided that if less than a majority of the outstanding shares are representedat said meeting, a majority of the shares so represented may adjourn themeeting at any time without further notice. If a quorum is present, theaffirmative vote of the majority of the shares represented at the meeting shallbe the act of the shareholders, unless the vote of a greater number or votingby classes is required by the Illinois Business Corporation Act of 1983, asamended (the “Act”), the articles of incorporation or these By-laws. At anyadjourned meeting at which a quorum shall be present, any business may betransacted which might have been transacted at the original meeting. Withdrawalof shareholders from any meeting shall not cause failure of a duly constitutedquorum at that meeting.

 

## SECTION 2.8  Proxies.  Each shareholder may appoint a proxy to voteor otherwise act for such shareholder by signing an appointment form anddelivering it to the person so 

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## appointed, but no such proxy shall be valid aftereleven (11) months from the date of its execution, unless otherwise provided inthe proxy.

 

## SECTION 2.9  Votingof Shares.  Each outstanding share,regardless of class, shall be entitled to one (1) vote in each matter submittedto vote at a meeting of shareholders. Each shareholder may vote either inperson or by proxy as provided in Section 2.8 hereof.

 

## SECTION 2.10  Votingof Share by Certain Holders.  Sharesheld by the corporation in a fiduciary capacity may be voted and shall becounted in determining the total number of outstanding shares entitled to voteat any given time. Shares registered in the name of anothercorporation, domestic or foreign, may be voted by any officer, agent, proxy orother legal representative authorized to vote such shares under the law ofincorporation of such corporation.  Shares registered in the name of a deceasedperson, a minor ward or a person under legal disability, may be voted by his orher administrator, executor or court appointed guardian, either in person or byproxy without a transfer of such shares into the name of such administrator,executor or court appointed guardian. Shares registered in the name of atrustee may be voted by such trustee, either in person or by proxy.  Shares registeredin the name of a receiver may be voted by such receiver, and shares held by orunder the control of a receiver may be voted by such receiver without thetransfer thereof into his or her name if authority to do so is contained in anappropriate order of the court by which such receiver was appointed.  A shareholderwhose shares are pledged shall be entitled to vote such shares until the shareshave been transferred into the name of the pledgee, and thereafter the pledgeeshall be entitled to vote the shares so transferred.  Any number of shareholders may create avoting trust for the purpose of conferring upon a trustee or trustees the rightto vote or otherwise represent their shares by entering into a written votingtrust agreement specifying the terms and conditions of the voting trust, and bytransferring their shares to such trustee or trustees for the purpose of theagreement. Any such trust agreement shall not become effective until acounterpart of the agreement is deposited with the corporation at itsregistered office. The counterpart of the voting trust agreement so depositedwith the corporation shall be subject to examination as provided in Section7.25 of the Act by any holder of a beneficial interest in the voting trust asif that holder were a shareholder.  Shares of its own stock belonging to thiscorporation shall not be voted, directly or indirectly, at any meeting andshall not be counted in determining the total number of outstanding shares atany given time, but shares of its own stock held by it in a fiduciary capacitymay be voted and shall be counted in determining the total number of outstandingshares at any given time.

 

## SECTION 2.11  Inspectors.At any meeting of shareholders, the presiding officer may, or upon the requestof any shareholder, shall appoint one (1) or more persons as inspectors forsuch meeting.  Suchinspectors shall ascertain and report the number of shares represented at themeeting, based upon their determination of the validity and effect of proxies;count all votes and report the results; and do such other acts as are proper toconduct the election and voting with impartiality and fairness to all theshareholders.  Each report of aninspector shall be in writing and signed by him or her or by a majority of themif there be more than one (1) inspector acting at such meeting. If there ismore than one (1) inspector, the report of a majority shall be the report ofthe inspectors. The report of the inspector or inspectors on the number ofshares represented at the meeting and the results of the voting shall be primafacie evidence thereof.

 

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## SECTION 2.12  InformalAction by Shareholders. Any action required to be taken at a meeting of theshareholders, or any other action which may be taken at a meeting of theshareholders, may be taken without a meeting and without a vote, if a consentin writing, setting forth the action so taken, shall be signed (a) if (i) atleast five (5) days prior notice of the proposed action is given in writing toall of the shareholders entitled to vote with respect to the subject matterhereof and (ii) after the effective date of the consent, prompt notice of thetaking of the action without a meeting by less than unanimous written consentis delivered in writing to those shareholders who have not consented inwriting, by the holders of outstanding shares having not less than the minimumnumber of votes that would be necessary to authorize or take such action at ameeting at which all shares entitled to vote thereon were present and voting or(b) by all of the shareholders entitled to vote with respect to the subjectmatter thereof.  Inthe event that the action which is consented to is such as would have requiredthe filing of a certificate under any Section of the Act if such action hadbeen voted on by the shareholders at a meeting thereof, the certificate filedunder such section shall state, in lieu of any statement required by suchsection concerning any vote of shareholders, that written consent has beendelivered in accordance with the provisions of Section 7.10 of the Act and thatwritten notice has been delivered as provided in such Section 7.10.

 

## SECTION 2.13  Votingby Ballot.  Voting on any questionor in any election may be by voice unless the presiding officer shall order orany shareholder shall demand that voting be by ballot.

 

# **ARTICLE III**DIRECTORS

 

## SECTION 3.1  GeneralPowers.  The business of thecorporation shall be managed by or under the direction of its board ofdirectors. A majority of the board of directors may establish reasonablecompensation for their services and the services of other officers,irrespective of any personal interest.

 

## SECTION 3.2  Number,Tenure and Qualifications.  Thenumber of directors of the corporation shall range between four (4) and five(5), which number of directors may be fixed at, or changed to, from time totime, four (4) or five (5), by the board of directors or the shareholderswithout further amendment to these By-laws. The number of directors may be increased beyond five (5) or decreasedbelow four (4) from time to time by amendment of this section.  No decrease in the number of directors shallhave the effect of removing any director from office prior to the expiration ofhis or her term, but the number of directors may be decreased in conjunctionwith the removal of a director in accordance with applicable law.  Directors need not be shareholders orresidents of Illinois.  Each directorshall be elected to hold office until the next annual meeting of shareholdersor until his or her successor shall have been elected and qualified.

 

## SECTION 3.3  Nominationsfor Director.  Nominations of candidatesfor election as directors at any meeting of shareholders may be made (a) by, orat the direction of, a majority of the board of directors, or (b) by anyshareholder of record entitled to vote at such meeting; provided that onlypersons nominated in accordance with procedures set forth in this section shallbe eligible for election as directors.  Nominations, other than those made by, or atthe 

##  

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## direction of, the boardof directors, may only be made pursuant to timely notice in writing to the secretaryof the corporation as set forth in this Section 3.3.  To be timely, a shareholder’s notice shallbe delivered to, or mailed and received by the secretary of the corporation,for an annual meeting, not less than ninety (90) days nor more than one hundredtwenty (120) days in advance of the first anniversary date (month and day) ofthe previous year’s annual meeting, and for a special meeting, not less thanninety (90) days nor more than one hundred twenty (120) days in advance of thedate (month and day) of the special meeting, regardless of any postponement oradjournments of that meeting to a later date. Such shareholder notice shall set forth (a) as to each person whom theshareholder proposes to nominate for election as a director: (i) the name, age,business address and residential address of such person; (ii) the principaloccupation or employment of such person; (iii) the class and number of sharesof the corporation’s stock which are beneficially owned by such person on thedate of such shareholder notice; and (iv) any other information relating tosuch person that would be required to be disclosed on schedule 13D pursuant toRegulation 13D-G under the Securities Exchange Act of 1934, as amended (the“Exchange Act”), in connection with the acquisition of stock, and pursuant toRegulation 14A under the Exchange Act, in connection with the solicitation ofproxies with respect to nominees for election as directors, regardless ofwhether such person is subject to the provisions of such regulations, including,but not limited to, information required to be disclosed by Items 4(b) and 6 ofSchedule 14A of Regulation 14A with the Securities and Exchange Commission; and(b) as to the shareholder giving the notice: (i) the name and address, as they appear on the corporation’s books, ofsuch shareholder and the name and principal business or residential address ofany other beneficial shareholders known by such shareholder to support suchnominees; and (ii) the class and number of shares of the corporation’s stockwhich are beneficially owned by such shareholder on the date of suchshareholder notice and the number of shares owned beneficially by any otherrecord or beneficial shareholders known by such shareholder to be supportingsuch nominees on the date of such shareholder notice.  At the request of the board of directors, any person nominatedby, or at the request of, the board of directors for election as a directorshall furnish to the secretary of the corporation that information required tobe set forth in a shareholder’s notice of nomination which pertains to thenominee.  The board of directors mayreject any nomination by a shareholder not timely made in accordance with therequirements of this Section 3.3. If the board of directors, or a committee designated by the board ofdirectors, determines that the information provided in a shareholder’s noticedoes not satisfy the informational requirements of this Section 3.3 inany material respect, the secretary of the corporation shall promptly notify suchshareholder of the deficiency in the notice. The shareholder may cure the deficiency by providing additionalinformation to the secretary within such period of time, not less than five (5)days from the date such deficiency notice is given to the shareholder as theboard of directors or such committee shall determine.  If the deficiency is not cured within such period, or if theboard of directors or such committee determines that the additional informationprovided by the shareholder, together with information previously provided,does not satisfy the requirements of this Section 3.3 in any materialrespect, then the board of directors may reject such shareholder’s notice andthe proposed nominations shall not be accepted if presented at the shareholdermeeting to which the notice relates. The secretary of the corporation shall notify a shareholder in writingwhether his or her nomination has been made in accordance with the time andinformational requirements of this Section 3.3. Notwithstanding the procedureset forth in this Section 3.3, if neither the board of directors norsuch committee makes a determination as to the validity of any nominations by a

##  

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## shareholder, thepresiding officer of the shareholder’s meeting shall determine and declare atthe meeting whether a nomination was not made in accordance with the terms ofthis Section 3.3.  If thepresiding officer determines that a nomination was not made in accordance withthe terms of this Section 3.3, such officer shall so declare at the meetingand the defective nomination shall not be accepted.

 

## SECTION 3.4  RegularMeetings.  A regular meeting of theboard of directors shall be held without other notice than this By-law,immediately after the annual meeting of shareholders. The board of directorsmay provide, by resolution, the time and place for holding of additionalregular meetings without other notice than such resolution.

 

## SECTION 3.5  SpecialMeetings.  Special meetings of theboard of directors may be called by or at the request of the president or anytwo (2) directors. The person or persons authorized to call special meetings ofthe board of directors may fix any place as the place for holding any specialmeeting of the board of directors called by them.

 

## SECTION 3.6  Notice.  Notice of any special meeting shall be givenat least fifteen (15) days previous thereto by written notice to each directorat such director’s business address. If mailed, such notice shall be deemed tobe delivered when deposited in the United States mail so addressed, withpostage thereon prepaid. If notice be given by facsimile, such notice shall bedeemed to be delivered when electronic evidence of receipt is generated by thetransmitting facsimile machine. The attendance of a director at any meetingshall constitute a waiver of notice of such meeting, except where a directorattends a meeting for the express purpose of objecting to the transaction ofany business because the meeting is not lawfully called or convened. Neitherthe business to be transacted at, nor the purpose of, any regular or specialmeeting of the board of directors need be specified in the notice or waiver ofnotice of such meeting.

 

## SECTION 3.7  Quorum.  A majority of the number of directors fixedby these By-laws shall constitute a quorum for transaction of business at anymeeting of the board of directors, provided that if less than a majority ofsuch number of directors are present at said meeting, a majority of thedirectors present may adjourn the meeting at any time without further notice.

 

## SECTION 3.8  Mannerof Acting.  The act of the majorityof the directors present at a meeting at which a quorum is present shall be theact of the board of directors, unless the act of a greater number is requiredby statute, these By-laws, or the articles of incorporation.

 

## SECTION 3.9  Vacancies.  Any vacancy occurring on the board ofdirectors and any directorship to be filled by reason of an increase in thenumber of directors may be filled by election at an annual or special meetingof shareholders; provided, however, the board of directors may properly fillone (1) or more vacancies arising between meetings of shareholders by reason ofan increase in the number of directors or otherwise.  A director elected by the shareholders or board of directors tofill a vacancy shall hold office until the next meeting of shareholders atwhich directors are to be elected or until his or her successor shall have beenelected and qualified.

 

## SECTION 3.10  Resignationand Removal of Directors.  Adirector may resign at any time upon written notice to the board of directors.A director may be removed with or without 

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## cause, by a majority of shareholders if the notice ofthe meeting names the director or directors to be removed at said meeting.

 

## SECTION 3.11  InformalAction by Directors.  The authorityof the board of directors may be exercised without a meeting if a consent inwriting, setting forth the action taken, is signed by all of the directorsentitled to vote.

 

## SECTION 3.12  Compensation.  The board of directors, by the affirmativevote of a majority of directors then in office, and irrespective of anypersonal interest of any of its members, shall have authority to establishreasonable compensation of all directors for services to the corporation asdirectors, officers or otherwise notwithstanding any director conflict ofinterest. By resolution of the board of directors, the directors may be paidtheir expenses, if any, of attendance at each meeting of the board. No suchpayment previously mentioned in this Section 3.12 shall preclude anydirector from serving the corporation in any other capacity and receivingcompensation therefor.

 

## SECTION 3.13  Presumptionof Assent.  A director of thecorporation who is present at a meeting of the board of directors at whichaction on any corporate matter is taken shall be conclusively presumed to haveassented to the action taken unless such director’s dissent shall be entered inthe minutes of the meeting or unless such director shall file a written dissentto such action with the person acting as the secretary of the meeting beforethe adjournment thereof or shall forward such dissent by registered orcertified mail to the secretary of the corporation immediately after theadjournment of the meeting. Such right to dissent shall not apply to a directorwho voted in favor of such action.

 

## SECTION 3.14  Committees.  A majority of the board of directors maycreate one (1) or more committees of one (1) or more members to, subject tosuch restrictions as are provided under the Act, exercise appropriate authorityof the board of directors and may appoint members of the board to serve on thecommittee or committees.  A majority ofsuch committee shall constitute a quorum for transaction of business. Acommittee may transact business without a meeting by unanimous written consent.

 

## SECTION 3.15  Meetingsby Means of Electronic Device. Members of the Board of Directors or of any committee of the Board ofDirectors may attend, participate in, and act at any meeting of the Board ofDirectors or committee thereof through the use of a conference telephone orother communications equipment by means of which all persons participating inthe meeting can communicate with each other.

 

# **ARTICLE IV**OFFICERS

 

## SECTION 4.1  Number.  The officers of the corporation shall be apresident, one (1) or more vice-presidents, a treasurer, a secretary, and suchother officers as may be elected or appointed by the board of directors. Anytwo (2) or more offices may be held by the same person.

 

## SECTION 4.2  Electionand Term of Office.  The officers ofthe corporation shall be elected annually by the board of directors at thefirst meeting of the board of directors held after 

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## each annual meeting of shareholders. If the electionof officers shall not be held at such meeting, such election shall be held assoon thereafter as conveniently may be. Vacancies may be filled or new officescreated and filled at any meeting of the board of directors. Each officer shallhold office until his or her successor shall have been duly elected and shallhave qualified or until his or her death or until he or she shall resign orshall have been removed in the manner hereinafter provided. Election of anofficer shall not of itself create contract rights.

 

## SECTION 4.3  Removal.  Any officer elected or appointed by theboard of directors may be removed by the board of directors whenever in itsjudgment the best interest of the corporation would be served thereby, but suchremoval shall be without prejudice to the contract rights, if any, of theperson so removed.

 

## SECTION 4.4  Chairman andChief Executive Officer.  Thechairman and chief executive officer shall be the principal executive officerof the corporation and shall preside at all meetings of the board of directorsand shareholders and exercise and perform such other powers and duties as maybe from time to time assigned to such officer by the board of directors andshareholders or prescribed by these By-laws.

 

## SECTION 4.5  President. Subject to the direction and control of the chairman and chief executiveofficer and the board of directors, the President shall be in charge of thebusiness of the corporation; he or she shall see that the resolutions anddirections of the board of directors are carried into effect except in thoseinstances in which that responsibility is specifically assigned to some otherperson by the board of directors; and, in general, he or she shall dischargeall duties incident to the office of president and such other duties as may beprescribed by the board of directors from time to time.  Except in those instances in which theauthority to execute is expressly delegated to another officer or agent of thecorporation or a different mode of execution is expressly prescribed by theboard of directors or these By-laws, he or she may execute for the corporationcertificates for its shares, and any contracts, deeds, mortgages, bonds, orother instruments which the board of directors has authorized to be executed,and he or she may accomplish such execution either under or without the seal ofthe corporation and either individually or with the secretary, any assistantsecretary, or any other officer thereunto authorized by the board of directors,according to the requirements of the form of the instrument. He or she may voteall securities which the corporation is entitled to vote except as and to theextent such authority shall be vested in a different officer or agent of thecorporation by the board of directors.

 

## SECTION 4.6  ChiefFinancial Officer.  The chieffinancial officer shall keep and maintain, or cause to be kept and maintained,adequate and correct accounts of the properties and business transactions ofthe corporation, shall receive and keep all the funds of the corporation andshall pay out corporate funds on the check of the corporation, signed in suchmanner as shall be authorized by the board of directors and shareholders.  The chief financial officer shall have suchother powers and duties as the board of directors and shareholders shall fromtime to time prescribe.

##  

## SECTION 4.7  TheVice-Presidents.  The vice-president (or in the event there bemore than one (1) vice-president, each of the vice-presidents) shall assist thechairman and chief executive officer and the president in the discharge oftheir duties and shall perform such other duties as from time to time may beassigned to him/her by the chairman and chief executive officer, the presidentor by the board of directors. In the absence of the president or in the eventof his or her inability or refusal to act, the vice-president 

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## (or in the event there be more than one (1)vice-president, the vice-presidents in the order designated by the board ofdirectors, or by the president if the board of directors has not made such adesignation, or in the absence of any designation, then in the order ofseniority of tenure as vice president) shall perform the duties of thepresident, and when so acting, shall have all the powers of and be subject toall the restrictions upon the president. Except in those instances in which theauthority to execute is expressly delegated to another officer or agent of thecorporation or a different mode of execution is expressly prescribed by theboard of directors or these By-laws, the vice-president (or each of them ifthere are more than one) may execute for the corporation certificates for itsshares and any contracts, deeds, mortgages, bonds or other instruments whichthe board of directors has authorized to be executed, and he/she may accomplishsuch execution either under or without the seal of the corporation and eitherindividually or with the secretary, any assistant secretary, or any otherofficer thereunto authorized by the board of directors, according to therequirements of the form of the instrument.

##  

## SECTION 4.8  TheTreasurer.  The treasurer shall be the principalaccounting and financial officer of the corporation. He or she shall: (a) havecharge of and be responsible for the maintenance of adequate books of accountfor the corporation; (b) have charge and custody of all funds and securities ofthe corporation, and be responsible therefor and for the receipt anddisbursement thereof; and (c) perform all the duties incident to the office oftreasurer and such other duties as from time to time may be assigned to him bythe president or by the board of directors. If required by the board ofdirectors, the treasurer shall give a bond for the faithful discharge of his orher duties in such sum and with such surety or sureties as the board ofdirectors may determine.

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## SECTION 4.9  TheSecretary.  The secretary shall: (a) record the minutesof the shareholders’ and of the board of directors’ meetings in one (1) or morebooks provided for that purpose; (b) see that all notices are duly given inaccordance with the provisions of these By-laws or as required By-law; (c) becustodian of the corporate records and of the seal of the corporation; (d) keepa register of the post-office address of each shareholder which shall befurnished to the secretary by such shareholder; (e) sign with the president, ora vice-president, or any other officer thereunto authorized by the board ofdirectors, certificates for shares of the corporation, the issue of which shallhave been authorized by the board of directors, and any contracts, deeds,mortgages, bonds, or other instruments which the board of directors hasauthorized to be executed, according to the requirements of the form of theinstrument, except when a different mode of execution is expressly prescribed bythe board of directors or these By-laws; (f) have general charge of the stocktransfer books of the corporation; (g) have authority to certify the By-laws,resolutions of the shareholders and board of directors and committees thereof,and other documents of the corporation as true and correct copies thereof, and(h) perform all duties incident to the office of secretary and such otherduties as from time to time may be assigned to him/her by the president or bythe board of directors.

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## SECTION 4.10  AssistantTreasurers and Assistant Secretaries.  Theassistant treasurers and assistant secretaries shall perform such duties asshall be assigned to them by the treasurer or the secretary, respectively, orby the president or the board of directors. The assistant secretaries may signwith the president, or a vice-president, or any other officer thereuntoauthorized by the board of directors, certificates for shares of thecorporation, the issue of which shall have been authorized by the board ofdirectors, and any contracts, deeds, mortgages, bonds, or other 

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## instruments which the board of directors hasauthorized to be executed, according to the requirements of the form of theinstrument, except when a different mode of execution is expressly prescribed bythe board of directors or these By-laws. The assistant treasurers shallrespectively, if required by the board of directors, give bonds for thefaithful discharge of their duties in such sums and with such sureties as theboard of directors shall determine.

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## SECTION 4.11  Salaries.  Thesalaries of the officers shall be fixed from time to time by the board ofdirectors and no officer shall be prevented from receiving such salary byreason of the fact that he or she is also a director of the corporation.

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# **ARTICLE V**CONTRACTS,LOANS, CHECKS AND DEPOSITS

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## SECTION 5.1  Contracts.  The board of directors may authorize anyofficer or officers, agent or agents, to enter into any contract or execute anddeliver any instrument in the name of and on behalf of the corporation, andsuch authority may be general or confined to specific instances.

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## SECTION 5.2  Loans.  No loans shall be contracted on behalf ofthe corporation and no evidences of indebtedness shall be issued in its nameunless authorized by a resolution of the board of directors.

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## SECTION 5.3  Checks,Drafts, Etc.  All checks, drafts orother orders for the payment of money, notes or other evidences of indebtednesswhich are issued in the name of the corporation shall be signed by such officeror officers, agent or agents of the corporation and in such manner as shallfrom time to time be determined by resolution of the board of directors.

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## SECTION 5.4  Deposits.  All funds of the corporation not otherwiseemployed shall be deposited from time to time to the credit of the corporationin such banks, trust companies or other depositaries as the board of directorsmay select.

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# **ARTICLE VI**SHARESAND THEIR TRANSFER

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## SECTION 6.1  SharesRepresented by Certificates and Uncertificated Shares.  Shares either shall be represented bycertificates or shall be uncertificated shares.  Certificates representing shares of thecorporation shall be signed by the appropriate officers and may be sealed withthe seal or a facsimile of the seal of the corporation. If a certificate iscountersigned by a transfer agent or registrar, other than the corporation orits employee, any other signatures or countersignatures on the certificate maybe facsimiles. Each certificate representing shares shall be consecutivelynumbered or otherwise identified, and shall also state the name of the personto whom issued, the number and class of shares (with designation of series, ifany), the date of issue, and that the corporation is organized under Illinoislaw. If the corporation is authorized to issue shares of more than one (1)class or of series within a class, the certificate shall also contain suchinformation or statement as may be required By-law.  Unless prohibited by the articles of incorporation, the board ofdirectors may provide by resolution that some or all of any class or series ofshares shall be uncertificated shares. Any such resolution shall not apply toshares represented by a certificate until the certificate has been surrenderedto the corporation. Within a 

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## reasonable time after theissuance or transfer of uncertificated shares, the corporation shall send theregistered owner thereof a written notice of all information that would appearon a certificate. Except as otherwise expressly provided By-law, the rights andobligations of the holders of uncertificated shares shall be identical to thoseof the holders of certificates representing shares of the same class andseries.  The name and address of eachshareholder, the number and class of shares held and the date on which theshares were issued shall be entered on the books of the corporation. The personin whose name shares stand on the books of the corporation shall be deemed theowner thereof for all purposes as regards the corporation.

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## SECTION 6.2  LostCertificates.  If a certificaterepresenting shares has allegedly been lost or destroyed the board of directorsmay in its discretion, except as may be required By-law, direct that a newcertificate be issued upon such indemnification and other reasonablerequirements as it may impose.

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## SECTION 6.3  Transfersof Shares.  Transfer of shares ofthe corporation shall be recorded on the books of the corporation. Transfer ofshares represented by a certificate, except in the case of a lost or destroyedcertificate, shall be made on surrender for cancellation of the certificate forsuch shares. A certificate presented for transfer must be duly endorsed andaccompanied by proper guaranty of signature and other appropriate assurancesthat the endorsement is effective. Transfer of an uncertificated share shall bemade on receipt by the corporation of an instruction from the registered owneror other appropriate person. The instruction shall be in writing or acommunication in such form as may be agreed upon in writing by the corporation.

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# **ARTICLE VII**OTHERPROVISIONS

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## SECTION 7.1  FiscalYear.  The fiscal year of thecorporation shall be fixed by resolution of the board of directors.

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## SECTION 7.2  Distributions.  The board of directors may authorize, andthe corporation may make, distributions to its shareholders, subject to anyrestrictions in its articles of incorporation or provided By-law.

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## SECTION 7.3  Seal.  The corporate seal shall have inscribedthereon the name of the corporation and the words “Corporate Seal, Illinois.”The seal may be used by causing it or a facsimile thereof to be impressed oraffixed or in any other manner reproduced, provided that the affixing of thecorporate seal to an instrument shall not give the instrument additional forceor effect, or change the construction thereof, and the use of the corporateseal is not mandatory.

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## SECTION 7.4  Notice.  Whenever any notice is required to be givenunder the provisions of these By-laws or under the provisions of the articlesof incorporation or under the provisions of the Act, a waiver thereof inwriting, signed by the person or persons entitled to such notice, whetherbefore or after the time stated therein, shall be deemed equivalent to thegiving of such notice. Attendance at any meeting shall constitute waiver ofnotice thereof unless the person at the meeting objects to the holding of themeeting because proper notice was not given.

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# **ARTICLE VIII**AMENDMENTS

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## SECTION 8.1  Amendmentsand Modifications.  Unless the powerto make, alter, amend or repeal the By-laws is reserved to the shareholders bythe articles of incorporation, the By-laws of the corporation may be made,altered, amended or repealed by the shareholders or the board of directors, butno By-law adopted by the shareholders may be altered, amended or repealed bythe board of directors if the By-laws so provide. The By-laws may contain anyprovisions for the regulation and management of the affairs of the corporationnot inconsistent with the law or the articles of incorporation.

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# **ARTICLE IX**INDEMNIFICATIONOF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

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## SECTION 9.1  ClaimsOther Than By or For Corporation. The corporation shall indemnify any person who was or is a party, or isthreatened to be made a party to any threatened, pending or completed action,suit or proceeding, whether civil, criminal, administrative or investigative(other than an action by or in the right of the corporation) by reason of thefact that such person is or was a director or officer of the corporation, or isor was serving at the request of the corporation as a director or officer ofanother corporation, bank, partnership, joint venture, trust or otherenterprise, against expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement actually and reasonably incurred by such person inconnection with such action, suit or proceeding if he or she acted in goodfaith and in a manner he or she reasonably believed to be in or not opposed tothe best interests of the corporation, and, with respect to any criminal actionor proceeding, had no reasonable cause to believe his or her conduct wasunlawful. The termination of any action, suit or proceeding by judgment, order,settlement, conviction or upon a plea of nolo contendere or its equivalent,shall not, of itself, create a presumption that the person did not act in goodfaith and in a manner which he or she reasonably believed to be in or notopposed to the best interests of the corporation, or with respect to anycriminal action or proceeding, had reasonable cause to believe that his or herconduct was unlawful.

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## SECTION 9.2  ClaimsBy or For Corporation.  Thecorporation shall indemnify any person who was or is a party or is threatenedto be made a party to any threatened, pending or completed action or suit by orin the right of the corporation to procure a judgment in its favor by reason ofthe fact that such person is or was a director or officer of the corporation,or is or was serving at the request of the corporation as a director or officerof another corporation, bank, partnership, joint venture, trust or otherenterprise against expenses (including attorneys’ fees) actually and reasonablyincurred by such person in connection with the defense or settlement of suchaction or suit if he or she acted in good faith and in a manner he or shereasonably believed to be in or not opposed to the best interests of thecorporation and except that no indemnification shall be made in respect of anyclaim, issue or matter as to which such person shall have been adjudged to beliable for negligence or misconduct in the performance of his or her duty tothe corporation unless and only to the extent that the court in which suchaction or suit was brought shall determine upon application that, despite theadjudication of liability, but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenses asthe court shall deem proper.

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## SECTION 9.3  SuccessfulDefense.  To the extent that anypresent or former director, officer or employee of a corporation has beensuccessful, on the merits or otherwise, in the defense of any action, suit orproceeding referred to in Sections 9.1 and 9.2, or in defense ofany claim, issue or matter therein, such person shall be indemnified againstexpenses (including attorneys’ fees) actually and reasonably incurred by suchperson in connection therewith, if the person acted in good faith and in amanner he or she reasonably believed to be in, or not opposed to, the bestinterests of the corporation.

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## SECTION 9.4  SpecificAuthorization.  Any indemnificationunder Sections 9.1 and 9.2 (unless ordered by a court) shall be made bythe corporation only as authorized in the specific case upon a determinationthat indemnification of the present or former director, officer, or, ifauthorized under Section 9.8, employee or agent is proper in thecircumstances because he or she has met the applicable standard of conduct setforth in Sections 9.1 and 9.2. Such determination shall be madewith respect to a person who is a director or officer at the time ofdetermination (a) by the majority vote of directors who are not parties to suchaction, suit or proceeding, even though less than a quorum, (b) by a committeeof the directors designated by a majority vote of the directors, even throughless than a quorum, (c) if there are no such directors, or, even if there aresuch directors, if the directors so direct, by independent legal counsel in awritten opinion, or (d) by the shareholders.

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## SECTION 9.5  Advancementof Expenses.  Expenses (includingattorneys’ fees) incurred by an officer and director in defending a civil orcriminal action, suit or proceeding may be paid by the corporation in advanceof the final disposition of such action, suit or proceeding, as authorized bythe board of directors in the specific case, upon receipt of an undertaking byor on behalf of the director or officer by or on behalf of whom such expensesare incurred to repay such amount if it shall ultimately be determined that heor she is entitled to be indemnified by the corporation as provided in thisarticle.  Such expenses (includingattorneys’ fees) incurred by former directors and officers or, if authorizedunder Section 9.8 other employees and agents may be so paid on suchterms and conditions, if any, as the corporation deems appropriate.

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## SECTION 9.6  Non-Exclusivity.  The indemnification and advancement ofexpenses provided by or granted under shall not be deemed exclusive of anyother rights to which those seeking indemnification may be entitled under anystatute, by-law, agreement, vote of shareholders or disinterested directors orotherwise, both as to action in his or her official capacity and as to actionin another capacity while holding such office, and shall, unless otherwiseprovided when authorized or ratified, continue as to a person who has ceased tobe a director or officer and shall inure to the benefit of the heirs, executorsand administrators of such a person.

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## SECTION 9.7  Report.  If the corporation has paid indemnity or hasadvanced expenses to a director or officer, the corporation shall report theindemnification or advance in writing to the shareholders with or before thenotice of the next shareholders’ meeting.

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## SECTION 9.8  Extensionof Provisions.  The Board ofDirectors may, by resolution, extend the indemnification provisions of thisarticle, to any person who was or is a party or is threatened to be made aparty to any threatened, pending or completed action, suit or proceeding byreason of the fact that he or she is or was an employee or agent of thecorporation, or is or was 

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## serving at the request of the corporation as anemployee or agent of another corporation, bank, partnership, joint venture,trust or other enterprise.

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## SECTION 9.9  Savings.  The provisions of this article shall belimited by and subject to any applicable regulatory requirements orrestrictions, including, without limitation, by way of rules, regulations,interpretations or orders.

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## SECTION 9.10  Invalidity.  If this article or any provision hereofshall be invalidated on any ground by any court of competent jurisdiction, thenthe corporation shall nevertheless indemnify each director or officer of thecorporation as to any costs, charges, expenses (including attorney’s fees),judgments, fines and amounts paid in settlement with respect to any action,suit or proceedings, including an action by or in the right of the corporation,to the full extent permitted by any applicable portion of this article thatshall not have been invalidated and to the full extent permitted by applicablelaw.

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## SECTION 9.11  Expansion.  If the Act is amended after the date hereofto further expand the indemnification permitted to directors and officers ofthe corporation (or if authorized under Section 9.8 of this article,other employees and agents), then the corporation shall indemnify such personto the fullest extent permitted by the Act, as so amended.

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## SECTION 9.12  Meaningof Corporation.  For purposes ofthis article, references to “the corporation” shall include, in addition to thesurviving corporation, any merging corporation, including any corporationhaving merged with a merging corporation, absorbed in a merger which, if itsseparate existence had continued, would have had the power and authority toindemnify its directors, officers, and employees or agents, so that any personwho was a director, officer, employee or agent of such merging corporation, orwas serving at the request of such corporation as a director, officer, employeeor agent of another corporation, bank, partnership, joint venture, trust orother enterprise, shall stand in the same position under the provisions of thisarticle with respect to the resulting corporation such person would have withrespect to such merging corporation if its separate existence had continued.

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## SECTION 9.13  Meaningof Certain Terms.  For purposes ofthis article, references to “other enterprises” shall include employee benefitplans; references to “fines” shall include any excise taxes assessed on aperson with respect to an employee benefit plan; and references to “serving atthe request of the corporation” shall include any service as a director orofficer of the corporation which imposes duties on, or involves services bysuch director or officer with respect to an employee benefit plan, itsparticipants, or beneficiaries.  Aperson who acted in good faith and in a manner he or she reasonably believed tobe in the best interests of the participants and beneficiaries of an employeebenefit plan shall be deemed to have acted in a manner “not opposed to the bestinterest of the corporation” as referred to in this article.

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## SECTION 9.14  Insurance.  The corporation shall have power to purchaseand maintain insurance on behalf of any person who is or was a director,officer, employee or agent of the corporation, or is or was serving at therequest of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against anyliability asserted against such person and incurred by such person in any suchcapacity, or arising out of his or her status as such, whether or not thecorporation would have the power to indemnify such person against suchliability under the provisions of these sections.

 

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