Exhibit 3.2

                            CNY FINANCIAL CORPORATION

                                     BYLAWS

                            ARTICLE I - STOCKHOLDERS

Section 1.  Annual Meeting.

        An annual meeting of the stockholders, for the election of Directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place, on such
date, and at such time as the Board of Directors shall each year fix, which date
shall be within thirteen (13) months subsequent to the later of the date of
incorporation or the last annual meeting of stockholders.

Section 2.  Special Meetings.

        Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, special meetings of stockholders of the Corporation
may be called only by the Board of Directors pursuant to a resolution adopted by
a majority of the total number of Directors which the Corporation would have if
there were no vacancies on the Board of Directors (hereinafter the "Whole
Board"). Such special meetings shall be held at such place, on such date and at
such time as the Board of Directors shall determine.

Section 3.  Notice of Meetings.

        Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
the Delaware General Corporation Law or the Certificate of Incorporation of the
Corporation).

        When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

Section 4.  Quorum.

        At any meeting of the stockholders, the holders of a majority of all of
the shares of the stock entitled to vote at the meeting, present in person or by
proxy (after giving effect to the provisions of Article Five of the
Corporation's Certificate of Incorporation), shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law. Where a separate vote by a class or classes is required,
a majority of the shares of such class or classes present in person or
represented by proxy (after giving effect to any and all provisions of the
Corporation's Certificate of Incorporation which may provide that certain shares
are not entitled to vote) shall constitute a quorum entitled to take action with
respect to that vote on that matter.

        If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock entitled to vote who
are present, in person or by proxy, may adjourn the meeting to 


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another place, date, or time. Once a quorum is present to organize a meeting of
stockholders, such quorum is not broken by the subsequent withdrawal of any
stockholders.

        If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present in person or by proxy constituting a quorum, then except as
otherwise required by law, those present in person or by proxy at such adjourned
meeting shall constitute a quorum, and all matters shall be determined by a
majority of the votes cast at such meeting.

Section 5.  Organization.

        The Chairman of the Board of the Corporation or, in his or her absence,
the President of the Corporation or such other person as may be designated by
the Board, or in the absence of all of them such person as may be chosen by the
holders of a majority of the shares entitled to vote who are present, in person
or by proxy, shall call to order any meeting of the stockholders and act as
chairman of the meeting. In the absence of the Secretary of the Corporation, the
secretary of the meeting shall be such person as the chairman appoints.

Section 6.  Conduct of Business.

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

        (b) At any annual meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting: (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 6(b). For business to be
properly brought before an annual meeting by a stockholder, the business must
relate to a proper subject matter for stockholder action and the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be in writing and
delivered or mailed to and received at the principal executive offices of the
Corporation not less than ninety (90) days prior to the date of the annual
meeting; provided, however, that as to the first annual meeting, or any
subsequent annual meeting held earlier than thirty (30) days in advance of the
anniversary of the annual meeting in the previous year, notice by the
stockholder to be timely must be received not later than the close of business
on the 10th day following the day on which notice of the date of the annual
meeting was mailed or public disclosure of the date of the meeting was made. For
the purpose of this and the following subsection of these Bylaws, public
disclosure shall be deemed to mean the issuance of a press release to the Dow
Jones News Service, the Associated Press or any other broadly distributed news
service, or the public filing of a document with the Securities and Exchange
Commission disclosing the date of the meeting. A stockholder's notice to the
Secretary shall be signed by such stockholder and shall set forth as to each
matter such stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting; (ii) the name
and address, as they appear on the Corporation's books, of the stockholder
proposing such business; (iii) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such stockholder; and
(iv) any material interest of such stockholder in such business. Notwithstanding
anything in these Bylaws to the contrary, no business shall be brought before or
conducted at an annual meeting except in accordance with the provisions of this
Section 6(b). The Officer of the Corporation or other person presiding over the
annual meeting shall, if the facts so warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 6(b) and, if he or she should so determine,
any such business so determined to be not properly brought before the meeting
shall not be transacted.

         At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the Board of Directors.


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        (c) Only persons who are nominated in accordance with the procedures set
forth in these Bylaws shall be eligible for election as Directors. Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a meeting of stockholders at which directors are to be elected only: (i) by
or at the direction of the Board of Directors; or (ii) by any stockholder of the
Corporation entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Section 6(c). Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made by timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be in writing and
delivered or mailed to and received at the principal executive offices of the
Corporation not less than ninety (90) days prior to the date of the meeting;
provided, however, that if the meeting is a special meeting, or an annual
meeting held earlier than 30 days in advance of the anniversary of the annual
meeting in the previous year, or if it is the first annual meeting, notice by
the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which notice of the date of the
meeting was mailed or public disclosure of the date of the meeting was made,
whichever is earlier. Such stockholder's notice shall be signed by such
stockholder and shall set forth: (i) as to each person whom such stockholder
proposes to nominate for election or re-election as a Director, all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected, provided, however, that
the Corporation shall not be required to name such nominee in any proxy
statement prepared by the Corporation or to solicit votes for such nominee
unless required by law to do so ); and (ii) as to the stockholder giving the
notice (x) the name and address, as they appear on the Corporation's books, of
such stockholder, (y) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such stockholder and (z) any
business, familial or employment relationship between such stockholder and such
nominees. At the request of the Board of Directors, any person nominated by the
Board of Directors for election as a Director shall furnish to the Secretary of
the Corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a Director of the Corporation unless nominated in accordance
with the provisions of this Section 6(c). The Officer of the Corporation or
other person presiding at the meeting shall, if the facts so warrant, determine
that a nomination was not made in accordance with such provisions and, if he or
she shall so determine, he or she shall so declare to the meeting and the
defective nomination shall be disregarded.

Section 7.  Proxies and Voting.

        At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting. Any facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission. The attendance of a stockholder in
person at a meeting shall not, as such, revoke any proxy given by such
stockholder unless such stockholder shall revoke such proxy in writing or vote
in person.

         All voting, including on the election of Directors but excepting where
otherwise required by law or by the governing documents of the Corporation, may
be made by a voice vote; provided, however, that upon demand therefor by a
stockholder entitled to vote or his or her proxy, a stock vote shall be taken.
Every stock vote shall be taken by ballot, each of which shall state the name of
the stockholder or proxy voting and such other information as may be required
under the procedures established for the meeting. The Corporation shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
or if no inspector is so appointed, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. The duties of the
inspectors shall include determining the number of shares outstanding and the



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voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, receiving votes, ballots or
consents, hearing and deciding all challenges and questions arising in
connection with the right to vote, counting and tabulating all votes, ballots or
consents, discharge of their duties determining the results and doing such acts
as are proper to the conduct of the election or the vote with fairness to all
stockholders. Any report or certificate made by them shall be prima facie
evidence of the facts stated and of the vote as certified by them.

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

Section 8.  Stock List.

        A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
or her name, shall be open to the examination of any such stockholder, for any
purpose germane to the meeting, during ordinary business hours for a period of
at least ten (10) days prior to the meeting, at the office of the Corporation
shown in the notice of the meeting.

        The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

Section 9.  Consent of Stockholders in Lieu of Meeting.

        Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders in lieu of such a meeting.

                         ARTICLE II - BOARD OF DIRECTORS

Section 1.  General Powers, Number, Term of Office and Limitations.

        The business and affairs of the Corporation shall be under the direction
of its Board of Directors. The number of Directors who shall constitute the
Whole Board shall be such number as the Board of Directors shall from time to
time have designated, except that in the absence of such designation the number
of Directors shall be Seven (7). The Board of Directors shall annually elect a
Chairman of the Board from among its members who shall, when present, preside at
its meetings.

        The Directors, other than those who may be elected by the holders of any
class or series of Preferred Stock, shall be divided, with respect to the time
for which they severally hold office, into three (3) classes, with the term of
office of the first class to expire at the first annual meeting of stockholders,
the term of office of the second class to expire at the second annual meeting of
stockholders and the term of office of the third class to expire at the third
annual meeting of stockholders, with each Director to hold office until his or
her successor shall have been duly elected and qualified. At each annual meeting
of stockholders, Directors elected to succeed those Directors whose terms then
expire shall be elected for a term of office to expire at the third annual
meeting of stockholders after their election, with each Director to hold office
until his or her successor shall have been duly elected and qualified.

Section 2.  Vacancies and Newly Created Directorships.

         Subject to the rights of the holders of any class or series of
Preferred Stock, and unless the Board of Directors otherwise determines, newly
created directorships resulting from any increase in the authorized 


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number of directors or any vacancies in the Board of Directors resulting from
death, resignation, retirement, disqualification, removal from office or other
cause may be filled only by a majority vote of the Directors then in office,
though less than a quorum, and Directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which they have been elected expires and until such Director's
successor shall have been duly elected and qualified. No decrease in the number
of authorized Directors constituting the Board shall shorten the term of any
incumbent Director.

Section 3.  Regular Meetings.

        Regular meetings of the Board of Directors shall be held at such place
or places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all Directors. A
notice of each regular meeting shall not be required.

Section 4.  Special Meetings.

        Special meetings of the Board of Directors may be called by one-third
(1/3) of the Directors then in office (rounded up to the nearest whole number),
by the Chairman of the Board or the President or, in the event that the Chairman
of the Board or President are incapacitated or otherwise unable to call such
meeting, by the Secretary, and shall be held at such place, on such date, and at
such time as they, or he or she, shall fix. Notice of the place, date, and time
of each such special meeting shall be given to each Director by whom it is not
waived by mailing written notice not less than five (5) days before the meeting
or by telegraphing or telexing or by facsimile transmission of the same not less
than twenty-four (24) hours before the meeting. Unless otherwise indicated in
the notice thereof, any and all business may be transacted at a special meeting.

Section 5.  Quorum.

        At any meeting of the Board of Directors, a majority of the Whole Board
shall constitute a quorum for all purposes. If a quorum shall fail to attend any
meeting, a majority of those present may adjourn the meeting to another place,
date, or time, without further notice or waiver thereof.

Section 6.  Participation in Meetings By Conference Telephone.

        Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.

Section 7.  Conduct of Business.

        At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the Directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if a majority of the members thereof
(or such greater number as may be required by these Bylaws, the Certificate of
Incorporation or by law) consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.

Section 8.  Powers.

        The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation.

Section 9.  Compensation of Directors.


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        Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as Directors,
including, without limitation, their services as members of committees of the
Board of Directors.

                            ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors.

        The Board of Directors, by a vote of a majority of the Board of
Directors, may from time to time designate committees of the Board, with such
lawfully delegable powers and duties as it thereby confers, to serve at the
pleasure of the Board and shall, for these committees and any others provided
for herein, elect a Director or Directors to serve as the member or members,
designating, if it desires, other Directors as alternate members who may replace
any absent or disqualified member at any meeting of the committee. Any committee
so designated may exercise the power and authority of the Board of Directors to
declare a dividend, to authorize the issuance of stock, to adopt a certificate
of ownership and merger or take any other action permitted by law if the
resolution which designates the committee or a supplemental resolution of the
Board of Directors shall so provide. In the absence or disqualification of any
member of any committee and any alternate member in his or her place, the member
or members of the committee present at the meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may by unanimous
vote appoint another member of the Board of Directors to act at the meeting in
the place of the absent or disqualified member.

Section 2.  Conduct of Business.

        Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings. The quorum requirements for each such
committee shall be a majority of the members of such committee unless otherwise
determined by the Board of Directors by a majority vote of the Board of
Directors which such quorum determined by a majority of the Board may be
one-third (1/3) or more of such members. All matters considered by such
committees shall be determined by a majority vote of the members present. Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.

Section 3.  Nominating Committee.

        The Board of Directors may appoint a Nominating Committee of the Board,
consisting of not less than three (3) members. The Nominating Committee shall
have authority: (a) to review any nominations for election to the Board of
Directors made by a stockholder of the Corporation pursuant to these Bylaws in
order to determine compliance with such Bylaw; and (b) to recommend to the Whole
Board nominees for election to the Board of Directors to replace those Directors
whose terms expire at the annual meeting of stockholders next ensuing. If the
Board of Directors shall fail to appoint a nominating committee, then the
functions of such committee shall be performed directly by the Board of
Directors.

Section 4. Executive Committee.

        There shall be an Executive Committee of the Board, consisting of at
least three (3) members, as shall be appointed by the Board of Directors. In
addition, the President shall be an ex-officio member of the Executive
Committee, with power to vote on all matters so long as the President is also a
Director of the Corporation. The vote of a majority of members present at any
meeting including the presiding member, who shall be eligible to vote, shall
constitute the action of the Executive Committee.

        The Executive Committee shall, to the extent not inconsistent with law,
these Bylaws, the Certificate of Incorporation or resolutions adopted by the
Board, exercise all the powers and authority of 


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the Board in the management of the business and affairs of the Corporation in
the intervals between the meetings of the Board.


Section 5. Audit Committee.

        The Audit Committee shall consist of at least three (3) members, none of
whom shall be an officer or salaried employee of the Corporation or its
subsidiaries. The Audit Committee shall make, or cause to be made, such
examinations of the affairs of the Corporation as it may deem advisable or
whenever so directed by the Board of Directors and shall report thereon to the
Board of Directors. The Audit Committee shall make recommendations to the Board
in relation to the employment of accountants and independent auditors, review
the work of the accountants and independent auditors, and arrange for such other
assistance as it may deem necessary or desirable. The Audit Committee shall
review and evaluate the procedures and performance of the Corporation's internal
auditing staff. A quorum shall consist of at least one-third (1/3) of the
members of the committee, and in no event less than two (2) members of the
committee.

Section 6.  Compensation Committee.

        The Compensation Committee shall consist of at least three (3) members,
none of whom shall be an officer or salaried employee of the Corporation or its
subsidiaries. The Compensation Committee shall be responsible for overseeing the
development, implementation and conduct of the Corporation's employment and
personnel policies, notices and procedures, including the administration of the
Corporation's compensation and benefit programs.

                              ARTICLE IV - OFFICERS

Section 1.  Generally.

        (a) The Board of Directors, as soon as may be practicable after the
annual meeting of stockholders shall choose a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary and a Treasurer and from
time to time may choose such other officers as it may deem proper. The Chairman
of the Board shall be chosen from among the Directors. Any number of offices may
be held by the same person, except that no person may simultaneously hold the
offices of president and secretary. The Board of Directors may designate one
officer as the Chief Executive Officer.

        (b) The term of office of all Officers shall be until the next annual
election of Officers and until their respective successors are chosen but any
Officer may be removed from office at any time by the majority vote of the whole
Board of Directors.

        (c) All Officers chosen by the Board of Directors shall have such powers
and duties as generally pertain to their respective Offices, subject to the
specific provisions of these Bylaws. Such officers shall also have such powers
and duties as from time to time may be conferred by the Board of Directors or by
any committee thereof.

        (d) The Board of Directors may, except as otherwise required by law,
remove any Officer of the Corporation with or without cause, and from time to
time, devolve the powers and duties of any Officer upon any other person for the
time being, and to confer upon any Officer of the Corporation the power to
appoint, remove or suspend subordinate officers, employees and agents.

Section 2.  Chairman of the Board of Directors.

         The Chairman of the Board shall, subject to the provisions of these
Bylaws and to the direction of the Board of Directors, preside at all meetings
of the Board of Directors and stockholders of the Corporation. The 


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Chairman of the Board shall perform all duties and have all powers which are
commonly incident to the office of Chairman of the Board or which are delegated
to him or her by the Board of Directors. He or she shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are
authorized.

Section 3.  President.

        The President shall have general responsibility for the management and
control of the business and affairs of the Corporation, shall oversee all
aspects of the Corporation's business, and shall perform all duties and have all
powers which are commonly incident to the office of President or which are
delegated to him or her by the Board of Directors. Subject to the direction of
the Board of Directors, the President shall have power to sign all stock
certificates, contracts and other instruments of the Corporation which are
authorized and shall have general supervision of all of the other Officers
(other than the Chairman of the Board), employees and agents of the Corporation.

Section 4.  Vice President.

        The Vice President or Vice Presidents shall perform the duties of the
President in his or her absence or during his or her inability to act. In
addition, the Vice Presidents shall perform the duties and exercise the powers
usually incident to their respective offices and/or such other duties and powers
as may be properly assigned to them by the Board of Directors, the Chairman of
the Board or the President. A Vice President or Vice Presidents may be
designated as Executive Vice President or Senior Vice President and in the
absence or inability to act of the President, the highest ranking Vice President
who is available and ready to act shall substitute for the President.

Section 5.  Secretary.

        The Secretary or Assistant Secretary shall issue notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate books,
shall perform such other duties and exercise such other powers as are usually
incident to such office and/or such other duties and powers as are properly
assigned thereto by the Board of Directors, the Chairman of the Board or the
President. Subject to the direction of the Board of Directors, the Secretary
shall have the power to sign all stock certificates.

Section 6.  Treasurer.

        The Treasurer shall be the chief financial officer of the Corporation
and shall have the responsibility for maintaining the financial records of the
Corporation. He or she shall make such disbursements of the funds of the
Corporation as are authorized and shall render from time to time an account of
all such transactions and of the financial condition of the Corporation. The
Treasurer shall also perform such other duties as the Board of Directors may
from time to time prescribe. Subject to the direction of the Board of Directors,
the Treasurer shall have the power to sign all stock certificates.

Section 7.  Assistant Secretaries and Other Officers.

        The Board of Directors may appoint one or more Assistant Secretaries and
such other Officers who shall have such powers and shall perform such duties as
are provided in these Bylaws or as may be assigned to them by the Board of
Directors, the Chairman of the Board or the President. If authorized by the
Board of Directors, the President shall also be authorized to appoint such
lesser Officers who shall report to and be supervised by such Officers as are
appointed by the Board of Directors.

Section 8.  Action with Respect to Securities of Other Corporations.

         Unless otherwise directed by the Board of Directors, the President or
any Officer of the Corporation authorized by the President shall have power to
vote and otherwise act on behalf of the Corporation, in person 


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or by proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and powers which this
Corporation may possess by reason of its ownership of securities in such other
corporation.


Section 9.  Executive Officers.

        The President shall be an executive officer of the Corporation. No other
officer shall be an executive officer of the Corporation unless so designated by
the Board of Directors.


                                ARTICLE V - STOCK

Section 1.  Certificates of Stock.

        Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the Chairman of the Board or the President, and by
the Secretary or an Assistant Secretary, or any Treasurer or Assistant
Treasurer, certifying the number of shares owned by him or her. Any or all of
the signatures on the certificate may be by facsimile. In case any officer or
officers who shall have signed any such certificate shall cease to be such
officer of officers of the Corporation, such certificate may nevertheless be
adopted by the Corporation and be issued and delivered as though the person or
persons who signed such certificate or certificates had not ceased to be such
officer or officers of the Corporation.

Section 2.  Transfers of Stock.

        Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these Bylaws,
an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.

Section 3.  Record Date.

        In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; provided, however, that if no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the next day preceding the day
on which the meeting is held, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment or rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.

        A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

Section 4.  Lost, Stolen or Destroyed Certificates.



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        In the event of the loss, theft or destruction of any certificate of
stock, the holder of record thereof shall immediately notify the Corporation.
Another certificate may be issued in its place pursuant to such regulations as
the Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity. The holder of record of such lost, stolen or destroyed certificate
shall also comply with all customary requirements of the transfer agents
designated by the Board to transfer shares of stock of the Corporation.


Section 5.  Regulations.

        The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors may
establish.

Section 6.  Holder of Record.

        Subject to the provisions of the Certificate of Incorporation of the
Corporation, the Corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder thereof in fact 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 it shall have express or other
notice thereof, except as otherwise expressly provided by law.

                              ARTICLE VI - NOTICES

Section 1.  Notices.

        Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, Director, Officer, employee or
agent pursuant to these Bylaws shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mails, postage paid, or by sending such notice by prepaid telegram
or mailgram or other courier. Any such notice shall be addressed to such
stockholder, Director, Officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The time when such
notice is received, if hand delivered, or dispatched, if delivered through the
mails or by telegram or mailgram or other courier, shall be the time of the
giving of the notice.

Section 2.  Waivers.

        A written waiver of any notice, signed by a stockholder, Director,
Officer, employee or agent, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice required
to be given to such stockholder, Director, Officer, employee or agent. Neither
the business nor the purpose of any meeting need be specified in such a written
waiver.

                           ARTICLE VII - MISCELLANEOUS

Section 1.  Facsimile Signatures.

        In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

Section 2.  Corporate Seal.

        The Board of Directors may provide a suitable seal, containing the name
of the Corporation, which seal shall be in the charge of the Secretary. If and
when so directed by the Board of Directors or a committee thereof, duplicates of
the seal may be kept and used by any other Officer.



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Section 3.  Reliance Upon Books, Reports and Records.

        Each Director, each member of any committee designated by the Board of
Directors, and each Officer of the Corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its Officers or
employees, or committees of the Board of Directors so designated, or by any
other person as to matters which such Director or committee member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.

Section 4.  Fiscal Year.

        The fiscal year of the Corporation shall be as fixed by the Board of
Directors.

Section 5.  Time Periods.

        In applying any provision of these Bylaws which requires that an act be
done or not be done a specified number of days prior to an event or that an act
be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be included,
and the day of the event shall be excluded.

Section 6.  Adoption of Regulations.

        The Board of Directors may, except as otherwise required by law, adopt
from time to time regulations, not inconsistent with these Bylaws, for the
management of the Corporation's business and affairs.

                            ARTICLE VIII - AMENDMENTS

        The Board of Directors may amend, alter or repeal these Bylaws at any
meeting of the Board. The stockholders shall also have power to amend, alter or
repeal these Bylaws at any meeting of stockholders provided notice of the
proposed change was given in the notice of the meeting; provided, however, that,
notwithstanding any other provisions of the Bylaws or any provision of law which
might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the voting
stock required by law, the Certificate of Incorporation, any Preferred Stock
Designation or these Bylaws, the affirmative votes of the holders of at least
80% of the voting power of all the then-outstanding shares of the voting stock
of the Corporation, voting together as a single class, shall be required to
alter, amend or repeal any provisions of these Bylaws. For the purpose of this
Article, shares owned in excess of the "Limit" as described in Article Five of
the Corporation's Certificate of Incorporation shall be counted for the purpose
of determining the aggregate voting power of the outstanding shares of voting
stock but such shares shall remain subject to any restrictions or voting
limitations set forth in said Article Five.

The above Bylaws are effective as of the date of incorporation of the
Corporation.