ARTICLE I

PRINCIPAL OFFICE

1

1.1

PRINCIPAL OFFICE

1

1.2

OTHER OFFICES

1

ARTICLE II

MEETINGS OF SHAREHOLDERS

1

2.1

PLACE OF MEETINGS

1

2.2

ANNUAL MEETING

1

2.3

SPECIAL MEETING

2

2.4

NOTICE OF SHAREHOLDERS MEETINGS

2

2.5

MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

3

2.6

QUORUM

3

2.7

ADJOURNED MEETING; NOTICE

3

2.8

VOTING

4

2.9

VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

5

2.10

SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

5

2.11

RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS

5

2.12

PROXIES

6

2.13

INSPECTORS OF ELECTION

6

ARTICLE III

DIRECTORS

7

3.1

POWERS

7

3.2

NUMBER OF DIRECTORS

7

3.3

ELECTION AND TERM OF OFFICE OF DIRECTORS

8

3.4

RESIGNATION AND VACANCIES

8

3.5

PLACE OF MEETINGS; 9 MEETINGS BY TELEPHONE

8

3.6

REGULAR MEETINGS

9

3.7

SPECIAL MEETINGS; NOTICE

9

3.8

QUORUM

9

3.9

WAIVER OF NOTICE

10

3.10

ADJOURNMENT

10

3.11

NOTICE OF ADJOURNMENT

10

3.12

BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

10

3.13

FEES AND COMPENSATION OF DIRECTORS

10

3.14

APPROVAL OF LOANS TO OFFICERS

10

ARTICLE IV

COMMITTEES

11

4.1

COMMITTEES OF DIRECTORS

11

4.2

MEETINGS AND ACTION OF COMMITTEES

11

ARTICLE V

OFFICERS

12

5.1

OFFICERS

12

5.2

ELECTION OF OFFICERS

12

5.3

SUBORDINATE OFFICERS

12

5.4

REMOVAL AND RESIGNATION OF OFFICERS

12

5.5

VACANCIES IN OFFICES

13

5.6

CHAIRMAN OF THE BOARD

13

5.7

PRESIDENT

13

5.8

VICE PRESIDENTS

13

5.9

SECRETARY

13

5.10

CHIEF FINANCIAL OFFICER

14

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES, AND OTHER AGENTS

14

6.1

INDEMNIFICATION OF DIRECTORS AND OFFICERS

14

6.2

INDEMNIFICATION OF OTHERS

15

6.3

PAYMENT OF EXPENSES IN ADVANCE

15

6.4

INDEMNITY NOT EXCLUSIVE

15

6.5

INSURANCE INDEMNIFICATION

15

6.6

CONFLICTS

15

ARTICLE VII

RECORDS AND REPORTS

16

7.1

MAINTENANCE AND INSPECTION OF SHARE REGISTER

16

7.2

MAINTENANCE AND INSPECTION OF BYLAWS

16

7.3

MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

17

7.4

INSPECTION BY DIRECTORS

17

7.5

ANNUAL REPORT TO SHAREHOLDERS; WAIVER

17

7.6

FINANCIAL STATEMENTS

18

7.7

REPRESENTATION OF SHARES OF OTHER CORPORATIONS

18

ARTICLE VIII

GENERAL MATTERS

18

8.1

RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

18

8.2

CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

19

8.3

CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED

19

8.4

CERTIFICATES FOR SHARES

19

8.5

LOST CERTIFICATES

20

8.6

CONSTRUCTION; DEFINITIONS

20

ARTICLE IX