EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS



EX.3.2

(Exhibit 3.2)    Amended and Restated Bylaws





                                     BY-LAWS

                                       OF

                          FINANCIAL INSTITUTIONS, INC.





                                    ARTICLE I



                                  SHAREHOLDERS



         Section 1. Annual Meetings. The annual meeting of the shareholders for

the election of directors and the transaction of other business shall be held

each year on such day and at such hour as shall be fixed by the Board of

Directors.



         Section 2. Special Meetings. A special meeting of the shareholders may

be called at any time by (a) the holders of a majority of the outstanding shares

who would be entitled to vote at the meeting, (b) the Board of Directors or (c)

the President, and such meeting shall be held on such day and at such hour as is

fixed in the call of the meeting.



         Section 3. Place of Meetings. Meetings of shareholders shall be held at

the principal office of the Corporation or at such other place, within or

without the State of New York, as may be fixed by the Board of Directors.



         Section 4. Notice of Meetings. Notice of each meeting of shareholders

shall be in writing and shall state the place, date, and hour of the meeting.

Notice of a special meeting also shall state the purpose or purposes for which

the meeting is called and shall indicate who called the meeting. A copy of the

notice of any meeting shall be given, personally or by mail, not less than ten

(10) nor more than sixty (60) days before the date of the meeting, to each

shareholder entitled to vote at the meeting. If mailed, such notice is given

when deposited in the United States mail, with postage thereon prepaid, directed

to the shareholder at such address as appears on the record of shareholders, or,

if the shareholder shall have filed with the Secretary a written request that

notices be mailed to some other address, then directed to the shareholder at

such other address. Notice of meetings of shareholders need not be given to any

shareholder who submits a signed waiver of notice, in person or by proxy,

whether before or after the meeting. The attendance of any shareholder at a

meeting, whether in person or by proxy, without protesting prior to the

conclusion of the meeting the lack of notice of such meeting, shall constitute a

waiver of notice by him or her.



         Section 5. Organization. At each meeting of shareholders, the Chairman,

or in the Chairman's absence, the President or the Chairman's designee shall

preside as chairman of the meeting and the Secretary, or in the Secretary's

absence an Assistant Secretary, shall act as secretary of the meeting. If none

of those designated to preside or to act as secretary of the meeting shall be

present, the shareholders present in person or by proxy and entitled to vote at

the meeting shall select someone to preside or to act as secretary, as may be

needed.



         Section 6. Quorum. At each meeting of shareholders, except as otherwise

provided by law, the holders of a majority of the shares entitled to vote

thereat, present in person or by proxy, shall constitute a quorum for the

transaction of business.





                                      -2-



         Section 7. Voting. Except as otherwise provided by law or by the

Certificate of Incorporation, at each meeting of shareholders, every shareholder

of record shall be entitled to cast one vote for every share of stock standing

in his or her name on the record of shareholders. Except as otherwise provided

by law or by the Certificate of Incorporation, all matters shall be determined

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC