Exhibit 3.2
BYLAWS
OF
SEVERN BANCORP, INC.
ARTICLE I. HOME OFFICE
The home office of Severn Bancorp, Inc. (the "Corporation") is 1919A
West Street, Annapolis, in the County of Anne Arundel, in the State of Maryland.
ARTICLE II. SHAREHOLDERS
Section 1. Place of Meetings. All annual and special meetings of
Shareholders shall be held at the home office of the Corporation or at such
other place in the State in which the principal place of business of the
Corporation is located as the Board of Directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders of the Corporation
for the election of directors and for the transaction of any other business of
the Corporation shall be held annually within 120 days after the end of the
Corporation's fiscal year as the Board of Directors may determine.
Section 3. Special Meetings. Special Meetings for any purpose or purposes
may be called at any time by the Chairman of the Board, the President or a
majority of the Board of Directors, and shall be called by the Chairman of the
Board, the President or the Secretary upon the written request of the holders of
no less than 25% of all the outstanding capital stock of the Corporation
entitled to vote at the meeting. Such written request shall state the purpose or
purposes of the meeting and shall be delivered to the home office of the
Corporation addressed to the Chairman of the Board, the President or the
Secretary.
Section 4. Conduct of Meetings. Annual and Special Meetings shall be
conducted in accordance with the most current edition of Robert's Rules of Order
unless otherwise prescribed by regulations of the Board or these Bylaws. The
Board of Directors shall designate, when present, either the Chairman of the
Board or President to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the place, day and
hour of the meeting and the purpose(s) for which the meeting is called shall be
delivered no fewer than 10 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the Chairman
of the Board, the President, or the secretary, or the directors calling the
meeting, to each Shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the mail,
addressed to the Shareholder at the address as it appears on the stock transfer
books or records of the Corporation as of the record date prescribed in Section
6 of this Article II, with postage prepaid. When any Shareholders' meeting,
either Annual or Special, is adjourned for 30 days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. It
shall not be necessary to give any notice of the time and place of any meeting
adjourned for less than 30 days or of the business to be transacted at the
meeting, other than an announcement at the meeting at which such adjournment is
taken.
Section 6. Fixing of Record Date. For the purpose of determining
Shareholders entitled to notice of or to vote at any meeting of Shareholders or
any adjournment , or Shareholders entitled to receive payment of any dividend,
or in order to make a determination of Shareholders for any other proper
purpose, the Board of Directors shall fix in advance a date as the record date
for any such determination of Shareholders. Such date in any case shall be not
more than 60 days and, in case of a meeting of Shareholders, not fewer than 10
days prior to the date on which the particular action, requiring such
determination of Shareholders, is to be taken. When a determination of
Shareholders entitled to vote at any meeting of Shareholders has been made as
provided in this section, such determination shall apply to any adjournment.
Section 7. Voting Lists. At least 20 days before each meeting of the
Shareholders, the officer or agent having charge of the stock transfer books for
shares of the Corporation shall make a complete list of the Shareholders
entitled to vote at such meeting, or any adjournment, arranged in alphabetical
order, with the address and the number of shares held by each. This list of
Shareholders shall be kept on file at the home office of the Corporation and
shall be subject to inspection by any Shareholder at any time during usual
business hours, for a period of 20 days prior to such meeting. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to inspection by any Shareholder during the entire time of the meeting.
The original stock transfer book shall constitute prima facie evidence of the
Shareholders entitled to examine such list or transfer books or to vote at any
meeting of Shareholders.
Section 8. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of Shareholders. If less than a majority of the
outstanding shares is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The Shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough Shareholders to constitute less than a quorum.
Section 9. Proxies. At all meetings of Shareholders, a Shareholder may
vote by proxy executed in writing by the Shareholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the Shareholder or, in the absence of such direction, as
determined by a majority of the Board of Directors. No proxy shall be valid more
than eleven months from the date of its execution except for a proxy coupled
with an interest.
Section 10. Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the Corporation to the contrary, at any meeting of the
Shareholders of the Corporation any one or more of such Shareholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such and present in person or by proxy at such meeting, but no
votes shall be cast for such stock if a majority cannot agree.
Section 11. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by any officer, agent or proxy as
the Bylaws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine. Shares
held by an administrator, executor, guardian or conservator may be voted by him,
either in person or by proxy, without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by him, either in person
or by proxy, but no trustee shall be entitled to vote shares held by him without
a transfer of such shares into his name. Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer into his name
if authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed.
A Shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Corporation nor
shares held by another corporation, if a majority of the shares entitled to
vote for the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
Section 12. Voting. At each election for directors every shareholder
entitled to vote at such election shall be entitled to one vote for each share
of stock held by him. Unless otherwise provided by these Bylaws, the Articles of
Incorporation, or the General Laws of the State of Maryland, a majority of those
votes cast by shareholders at a lawful meeting shall be sufficient to pass on a
transaction or matter.
Section 13. Inspectors of Election.In advance of any meeting of
Shareholders, the Board of Directors may appoint any persons other than nominees
for off ice as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the Chairman of the Board or the President may, or on the request of
not fewer than l0% of the votes represented at the meeting shall, make such
appointment at the meeting. If appointed at the meeting, the majority of the
votes present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment by the Board of
Directors in advance of the meeting, or at the meeting by the Chairman of the
Board or the President. Unless otherwise prescribed by regulations of the Board,
the duties of such inspectors shall include: determining the number of shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity and effect of proxies; receiving votes, ballots, or consents; hearing
and determining all challenges and questions in any way arising in connection
with the rights to vote; counting and tabulating all votes or consents;
determining the result; and such acts as may be proper to conduct the election
or vote with fairness to all Shareholders.
Section 14. Nominating Committee. The Board of Directors shall act as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the Secretary at least 60 days prior to the date
of the Annual Meeting. No nominations for directors except those made by the
nominating committee shall be voted upon at the Annual Meeting unless other
nominations by Shareholders are made in writing and delivered to the Secretary
of the Corporation at least 60 days prior to the date of the Annual Meeting.
Ballots bearing the names of all persons nominated by the nominating committee
and by Shareholders shall be provided for use at the Annual meeting. However, if
the nominating committee shall fail or refuse to act at least 20 days prior to
the Annual Meeting, nominations for directors may be made at the Annual Meeting
by any Shareholder entitled to vote and shall be voted upon.
Section 15. New Business. Any new business to be taken up at the Annual
Meeting shall be stated in writing and filed with the Secretary of the
Corporation at least 60 days before the date of the Annual Meeting, and all
business so stated, proposed, and filed shall be considered at the Annual
Meeting but no other proposal shall be acted upon at the Annual Meeting. Any
shareholder may make any other proposal at the Annual Meeting and the same may
be discussed and considered, but unless stated in writing and filed with the
Secretary at least 60 days before the meeting, such proposal shall be laid over
for action at an Adjourned, Special, or Annual Meeting of the Shareholders
taking place 30 days or more thereafter. This provision shall not prevent the
consideration and approval or disapproval at the Annual Meeting of reports of
officers, directors and committees; but in connection with such reports no new
business shall be acted upon at such Annual Meeting unless stated and filed as
herein provided.
Section 16. Informal Action by Shareholders. Any action required to be
taken at a meeting of the Shareholders, or any other action which may be taken
at a meeting of the Shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
Shareholders entitled to vote with respect to the subject matter.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation
shall be under the direction of its Board of Directors. The Board of Directors
shall annually elect a Chairman of the Board and a President from among its
members and shall designate, when present, either the Chairman of the Board or
the President to preside at its meetings.
Section 2. Number and Term. The Board of Directors shall consist of up
to eleven directors and no less than seven directors. The directors shall be
divided into three classes as nearly equal in number as possible. The directors
of each class shall be elected for a term of three years and until their
successors are elected and qualified. One class shall be elected by ballot
annually.
Section 3. Regular Meetings.A Regular Meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the Annual Meeting of Shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.
Section 4. Special Meetings. Special Meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, the President
or one-third of the directors. The persons authorized to call Special Meetings
of the Board of Directors may fix any place as the place for holding any Special
Meeting of the Board of Directors called by such persons.
Members of the Board of Directors may participate in Special Meetings by
means of conference telephone, or by means of similar communications equipment
by which all persons participating in the meeting can hear each other. Such
participation shall constitute presence in person but shall not constitute
attendance for the purpose of compensation pursuant to Section 12 of this
Article.
Section 5. Notice. Written notice of any Special Meeting shall be given
to each director at least two days prior thereto when delivered personally or by
telegram, or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed, or when delivered to the telegraph company if sent by
telegram. Any director may waive notice of any meeting by a writing filed with
the Secretary. 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 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 meeting of the Board of Directors need be
specified in the notice of waiver of notice of such meeting.
Section 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting; a majority of the directors present may
adjourn the meeting from time to time. Notice of any Adjourned Meeting shall be
given in the same manner as prescribed by Section 5 of this Article III.
Section 7. Manner of Acting.The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless a greater number is prescribed by regulation of the Board
or by these Bylaws.
Section 8. 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 9. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the home office of the Corporation
addressed to the Chairman of the Board or President. Unless otherwise specified,
such resignation shall take effect upon receipt by the Chairman of the Board or
President. More than three consecutive absences from regular meetings of the
Board of Directors, unless excused by resolution of the Board of Directors,
shall automatically constitute a resignation, effective when such resignation is
accepted by the Board of Directors.
Section 10. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
although less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected to serve until the next election of directors by
the Shareholders. Any directorship to be filled by reason of an increase in the
number of directors may be filled by election by the Board of Directors for a
term of office continuing only until the next election of directors by the
Shareholders.
Section 11. Compensation. Directors, as such, may receive a stated
salary for their services. By resolution of the Board of Directors, a
reasonable fixed sum, and reasonable expenses of attendance, if any, may be
allowed for actual attendance at each Regular or Special Meeting of the Board
of Directors. Members of either standing or special committees may be allowed
such compensation for actual attendance at committee meetings as the Board of
Directors may determine.
Section 12. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
Corporation matter is taken shall be presumed to have assented to the action
taken unless- his dissent or abstention shall be entered in the minutes of the
meeting or unless he shall file a written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the Secretary of the
Corporation within five days after the date a copy of the minutes of the
meeting is received. Such right to dissent shall not apply to a director who
voted in favor of such action.
Section 13. Removal of Directors. At a meeting of Shareholders called
expressly for that purpose, any Director may be removed for cause by a vote of
the holders of 75% of the shares then entitled to vote at an election of
directors. If less than the entire board is to be removed, no one of the
directors may be removed if the votes cast against the removal would be
sufficient to elect a director if then cumulatively voted at an election of the
class of directors of which such director is a part. Whenever the holders of the
shares of any class are entitled to elect one or more directors by the
provisions of the Charter or supplemental sections thereto, the provisions of
this selection shall apply, in respect to the removal of a director or directors
so elected, to the vote of the holders of the outstanding shares of that class
and not to the vote of the outstanding shares as a whole.
ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES
Section 1. Appointment. The Board of Directors, by resolution adopted
by a majority of the full Board, may designate the President and two or more of
the other directors to constitute an executive committee. The designation of any
committee pursuant to this Article IV and the delegation of authority shall not
operate to relieve the Board of Directors, or any director, of any
responsibility imposed by law or regulation.
Section 2. Authority. The executive committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the Board of
Directors with reference to: the declaration of dividends; the amendment of the
Articles of Incorporation or Bylaws of the Corporation, or recommending to the
Shareholders a plan of merger, consolidation, or conversion; the sale, lease or
other, disposition of all or substantially all of the property and assets of the
Corporation otherwise than in the usual and regular course of its business; a
voluntary dissolution of the Corporation; a revocation of any of the foregoing;
or the approval of a transaction in which any member of the executive committee,
directly or indirectly, has any material beneficial interest.
Section 3. Tenure. Subject to the provisions of Section 8 of this
Article IV, each member of the executive committee shall hold office until the
next Regular Annual Meeting of the Board of Directors following his or her
designation and until a successor is designated as a member of the executive
committee.
Section 4. Meetings. Regular Meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special Meetings of the executive committee may
be called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meting, which notice may be written or oral. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
Section 5. Quorum. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 6. Action Without a Meeting. Any action required or permitted
to be taken by the executive committee 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 members of the executive committee.
Section 7. Vacancies. Any vacancy in the executive committee
may be filled by a resolution adopted by a majority of the full Board of
Directors.
Section 8. Resignations and Removal. Any member of the executive
committee may be removed at any time with or without cause by resolution
adopted by a majority of the full Board of Directors. Any member of the
executive committee may resign from the executive committee at any time by
giving written notice to the President or Secretary of the Corporation. Unless
otherwise specified, such resignation shall take effect upon its receipt; the
acceptance of such resignation shall not be necessary to make it effective.
Section 9. Procedure. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting held next after the proceedings shall have occurred.
Section 10. Other Committees. The Board of Directors may by resolution
establish an audit, loan, or other committees composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
Corporation and may prescribe the duties, constitution and procedures thereof.
ARTICLE V. OFFICERS
Section 1. Positions. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary, and a Treasurer, each of
whom shall be elected by the Board of Directors. The Board of Directors may also
designate the Chairman of the Board as an officer. The Chairman of the Board
shall be the Chief Executive officer, and the President will be Chief Operating
Officer. The President shall be a director of the Corporation. The offices of
the Secretary and Treasurer may be held by the same person and a Vice President
may also be either the Secretary of the Treasurer. The Board of Directors may
designate one or more Vice Presidents as Executive Vice President or Senior Vice
President. The Board of Directors may also elect or authorize the appointment of
such other officers as the business of the Corporation may require. The officers
shall have such authority and perform such duties as the Board of Directors may
from time to time authorize or determine. In the absence of action by the Board
of Directors, the officers shall have such powers and duties as generally
pertain to their respective offices.
Section 2. Election and Term of Office . The officers of the
Corporation shall be elected annually at the first meeting of the Board of
Directors held after each annual meeting of the Shareholders. If the election of
officers is not held at such meeting, such election shall be held as soon
thereafter as possible. Each officer shall hold office until a successor has
been duly elected and qualified or until the officer's death, resignation or
removal in the manner hereinafter provided. Election or appointment of an
officer, employee or agent shall not of itself create contractual rights. The
Board of Directors may authorize the Corporation to enter into an employment
contract with any officer in accordance with regulations of the Board; but no
such contract shall impair the right of the Board of Directors to remove any
officer at any time in accordance with Section 3 of this Article V.
Section 3. Removal. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal, other than for cause, shall be without
prejudice to the contractual rights, if any, of the person so removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. Remuneration. The remuneration of the officers shall
be fixed from time to time by the Board of Directors.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. To the extent permitted by regulations of the
Board, and except as otherwise prescribed by these Bylaws with respect to
certificates for shares, the Board of Directors may authorize any officer,
employee, or agent of the Corporation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by one or more officers, employees or
agents of the Corporation in such manner as shall from time to time be
determined by the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in any duly authorized depository as the Board of Directors may select.
ARTICLE VII. CERTIFICATES FOR SHARES
AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the Corporation shall be in such form as shall be determined by
the Board of Directors and approved by the Board. Such certificates shall be
signed by the chief executive officer or by any other officer of the Corporation
authorized by the Board of Directors, attested by the Secretary or an Assistant
Secretary, and sealed with the corporate seal or a facsimile thereof. The
signatures of such officers upon a certificate may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a registrar
other than the Corporation itself or one of its employees. Each certificate for
shares of capital stock shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares are issued with the number
of shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares has been surrendered and cancelled, except that in
case of a lost or destroyed certificate, a new certificate may be issued upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
Section 2. Transfer of Shares. Transfer of shares of capital stock of
the Corporation shall be made only on its stock transfer books. Authority for
such transfer shall be given only by the holder of record or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney authorized by a duly executed power of attorney and filed with the
Corporation. Such transfer shall be made only on surrender for cancellation of
the certificate for such shares. The person in whose name shares of capital
stock stand on the books of the Corporation shall be deemed by the Corporation
to be the owner for all purposes.
Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost stolen, or destroyed
certificate or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen,
or destroyed.
Section 4. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person, whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.
ARTICLE VIII. FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Corporation shall end on the 31st day of
December of each year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent public accountants appointed by and
responsible to the Board of Directors.
ARTICLE IX. DIVIDENDS
Subject to the terms of the Corporation's Articles of Incorporation and
the regulations and orders of the Board, the Board of Directors may, from time
to time, declare, and the Corporation may pay, dividends on its outstanding
shares of capital stock.
ARTICLE X . CORPORATE SEAL
The Corporate Seal of the Corporation shall be in such form as the
Board of Directors shall prescribe.
ARTICLE XI. AMENDMENTS
In accordance with the Corporation's Articles of Incorporation, these
Bylaws may be repealed, altered, amended or rescinded by the Shareholders of the
Corporation only by vote of not less a majority of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting of the
Shareholders called for that purpose (provided that notice of such proposed
repeal, alteration, amendment or rescission is included in the notice of such
meeting). In addition, except as expressly reserved for the Shareholders of the
Corporation in the Articles of Incorporation, the Board of Directors may repeal,
alter, amend or rescind these Bylaws by vote of a majority of the Board of
Directors at a legal meeting held in accordance with the provisions of these
Bylaws.