BY-LAWS

 

                                       OF

 

                               ASTA FUNDING, INC.

                     (Hereinafter called the "Corporation")

 

                                    ARTICLE I

 

                                     OFFICES

 

                Section 1. Registered Office. The registered office of the

Corporation shall be in the City of Dover, County of Kent. State of Delaware.

 

                Section 2. Other Offices. The Corporation may also have offices

at such other places both within and without the State of Delaware as tile Board

of Directors may from time to time determine.

 

                                   ARTICLE II

 

                            MEETINGS OF STOCKHOLDERS

 

                Section 1. Place of Meetings. Meetings of the stockholder for

the election of directors or for any other purpose shall be held at such time

and place, either within or without the State of Delaware as shall be designated

from time to time by the Board of Directors and stated in the notice of the

meeting or in a duly executed waiver of notice thereof.

 

                Section 2. Annual Meetings. The Annual Meetings of stockholders

for the election of directors or for any other purpose shall be held at such

time and place, either within or without the State of Delaware as shall be

designated from time to time by the Board of Directors and stated in the notice

of the meeting, at which meetings the stockholders shall elect by a plurality

vote a Board of Directors, and transact such other business as may properly be

brought before the meeting. Written notice of the Annual Meeting stating the

place, date and hour of the meeting shall be given to each stockholder entitled

to vote at such meeting not less than ten nor more than sixty days before the

date of the meeting.

 

 

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                Section 3. Special Meetings. Unless otherwise prescribed by law

or by the Certificate of Incorporation, Special Meetings of Stockholders, for

any purpose or purposes, may be called by either (i) the President, (ii) the

Secretary or (iii) any Assistant Secretary, if there be one, and shall be called

by any such officer at the request in writing of any one or more members of the

Board of Directors or upon the affirmative vote, verified in writing, of the

holders of twenty-five (25%) percent of the outstanding shares of Common Stock.

Written notice of a Special Meeting stating the place, date and hour of the

meeting and the purpose or purposes for which the meeting is called shall be

given not less than ten nor more than sixty days before the date of the meeting

to each stockholder entitled to vote at such meeting.

 

                Section 4. Quorum. Except as otherwise provided by law or by the

Certificate of Incorporation, the holders of a majority of the capital stock

issued and outstanding and entitled to vote thereat, present in person or

represented by proxy, shall constitute a quorum at all meetings of the

stockholders for the transaction of business. If, however, such quorum shall not

be present or represented at any meeting of the stockholders, the stockholders

entitled to vote thereat, present in person or represented by proxy, shall have

power to adjourn the meeting from time to time, without notice other than

announcement at the meeting, until a quorum shall be present or represented. 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 noticed. If the adjournment is for more than thirty days, or if after

the adjournment a new record date is fixed for the adjourned meeting, a notice

of the adjourned meeting shall be given to each stockholder entitled to vote at

the meeting.

 

 

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                Section 5. Voting. Unless otherwise required by law, the

Certificate of Incorporation or these By-laws, any question brought before any

meeting of stockholders shall be decided by the vote of the holders of a

majority of the stock represented and entitled to vote thereat. Each stockholder

represented at a meeting of stockholders shall be entitled to cast one vote for

each share of the capital stock entitled to vote thereat held by such

stockholder. Such votes may he cast in person or by proxy but no proxy shall be

voted on or after three years from its date, unless such proxy provides for a

longer period. The Board of Directors, in its discretion, or the officer of the

Corporation presiding at a meeting of stockholders, in his discretion, may

require that any votes cast at such meeting shall be cast by written ballot.

 

                Section 6. Consent of Stockholders in Lieu of Meeting. Unless

otherwise provided in the Certificate of Incorporation, any action required or

permitted to be taken at any Annual or Special Meeting of Stockholders of the

Corporation, may be taken without a meeting, without prior notice and without a

vote, if a consent in writing, setting forth the action so taken, shall be

signed by the holders of outstanding stock having not less than the minimum

number of votes that would be necessary to authorize or take such action at a

meeting at which all shares entitled to vote thereon were present and voted.

Such written consent shall be deemed effective upon receipt by the Secretary of

the Corporation of a copy of such written consent executed by each stockholder

of record by facsimile, telex, telegram or cable. Prompt notice of the taking of

the corporate action without a meeting by less than unanimous written consent

shall be given to those stockholders who have not consented in writing.

 

                Section 7. List of Stockholders Entitled to Vote. The officer of

the Corporation who has charge of the stock ledger of the Corporation shall

prepare and make, at least ten days before every meeting of stockholders, a

complete list of the stockholders entitled to vote at the meetings arranged in

alphabetical order, and showing the address of each stockholder and the number

of shares registered in the name of each stockholder. Such list shall be open to

 

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the examination of any stockholder, for any purpose germane to the meeting,

during ordinary business hours, for a period of at least ten days prior to the

meeting, either at a place within the city where the meeting is to be held,

which place shall be specified in the notice of the meeting, or, if not so

specified, at the place where the meeting is to be held. The list shall also be

produced and kept at the time and place of the meeting during the whole time

thereof, and may be inspected by any stockholder of the Corporation who is

present.

 

                Section 8. Stock Ledger. The stock ledger of the Corporation

shall be the only evidence as to who are the stockholders entitled to examine

the stock ledger, the list required by Section 7 of this Article II or the books

of the Corporation, or to vote in person or by proxy at any meeting of

stockholders.

 

                                   ARTICLE III

 

                                    DIRECTORS

 

 

                Section 1. Number and Election of Directors. The Board of

Directors shall consist of one or more members. The number of directors may be

changed from time to time by resolution of the Board of Directors. Except as

provided in Section 2 of this Article, directors shall be elected by a plurality

of the votes cast at Annual Meetings of Stockholders, and each director so

elected shall hold office until the next Annual Meeting and until his successor

is duly elected and qualified or until his earlier resignation or removal. Any

director may resign at any time upon notice to the Corporation. Directors need

not be stockholders.

 

                Section 2. Removal and Vacancies. At any time, the stockholders

may remove any director or the entire Board of Directors and elect directors to

fill the vacancies created by such removal, unless otherwise provided by law. A

director may be so removed, with or without cause, at any time.

 

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                Vacancies and newly created directorships resulting from any

increase in the authorized number of directors may be filled by a majority of

the directors may be filled by a majority of the directors then in office,

though less than a quorum, or by a sole remaining director, and the directors so

chosen shall hold office until the next annual election and until their

successors are duly elected and shall qualify, unless sooner displaced. If there

are no directors in office, then an election of directors may be held in the

manner provided by statute. If, at the time of filling any vacancy or any newly

created directorship, the directors then in office shall constitute less than a

majority of the whole Board of Directors (as constituted immediately prior to

any such increase), the Court of Chancery may, upon application of any

stockholder or stockholders holding at least ten percent of the total number of

the shares at the time outstanding having the right to vote for such directors,

summarily order an election to be held to fill any such vacancies or newly

created directorships, or to replace the directors chosen by the directors then

in office.

 

                Section 3. Duties and Powers. The business, operations and

affairs of the Corporation shall be managed by the Board of Directors; provided,

however, that the Board of Directors may delegate such management

responsibilities to such officer(s) as they may appoint to the extent permitted

by the Certificate of Incorporation, these By-laws and the laws of the State of

Delaware. All decisions concerning the affairs, operations and policies of the

Corporation shall be decided by the Board of Directors.

 

                Section 4. Meetings. The Board of Directors of the Corporation

may hold meetings, both regular and special, either within or without the State

of Delaware. Regular meetings of the Board of Directors may be held without

notice at such time and at such place as may from time to time be determined by

the Board of Directors. Any one or more members of the Board of Directors, or

the stockholders, acting by a majority vote,

 

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may call a meeting of the Board of Directors or require action by consent for

the Directors, including a meeting by written consent, at any time. Notice

thereof stating the place, date and hour of the meeting shall be given to each

director either by mail not less than forty-eight (48) hours before the date of

the meeting, by telephone or telegram on twenty-four (24) hours' notice, or on

such shorter notice as the person or persons calling such meeting may deem

necessary or appropriate in the circumstances.

 

                Section 5. Quorum. Except as may be otherwise specifically

provided by law, the Certificate of Incorporation or these By-laws, at all

meetings of the Board of Directors, a majority of the entire Board of Directors

shall constitute a quorum for the transaction of business and the act of a

majority of the directors present at any meeting at which there is a quorum

shall be the act of the Board of Directors. If a quorum shall not be present at

any meeting of the Board of Directors, the directors present thereat may adjourn

the meeting from time to time, without notice Other than announcement at the

meeting, until a quorum shall be present.

 

                Section 6. Actions of Board. Unless otherwise provided by the

Certificate of Incorporation or these By-laws, any action required or permitted

to be taken at any meeting of the Board of Directors or of any committee thereof

may be taken without a meeting, if all the members of the Board of Director or

committee, as the case may be, consent thereto in writing, and the writing or

writings are flied with the minutes of proceedings of the Board of Directors or

committee. Such written consent shall be deemed effective upon receipt by the

Secretary of the Corporation of a copy of such written consent by facsimile,

telex, telegram or cable executed by each director.

 

                Section 7. Meetings by Means of Conference Telephone. Unless

otherwise provided by the Certificate of Incorporation or these By-laws, members

of the Board of Directors of the Corporation, or any committee designated by the

 

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Board of Directors, may participate in a meeting of the Board of Directors or

such committee by means of a conference telephone or similar communications

equipment by means of which all persons participating in the meeting can hear

each other, and participation in a meeting pursuant to this Section 7 shall

constitute presence in person at such meeting.

 

                Section 8. Committees. The Board of Directors may, by resolution

passed by a majority of the entire Board of Directors, designate one or more

committees, each committee to consist of one or more of the directors of the

Corporation. The Board of Directors may designate one or more directors as

alternate members of any committee, who may replace any absent or disqualified

member at any meeting of any such committee. In the absence or disqualification

of a member of a committee, and in the absence of a designation by the Board of

Directors of an alternate member to replace the absent or disqualified member,

the member or members thereof present at any meeting and not disqualified from

voting, whether or not he or they constitute a quorum, may unanimously appoint

another member of the Board of Directors to act at the meeting in the place of

any absent or disqualified member. Any committee, to the extent allowed by law

and provided in the resolution establishing such committee, shall have and may

exercise all the powers and authority of the Board of Directors in the

management of the business and affairs of the Corporation. Each committee shall

keep regular minutes and report to the Board of Directors when required.

 

                Section 9. Compensation. The directors may be paid their

expenses, if any, of attendance at each meeting of the Board of Directors and

may be paid a fixed sum for attendance at each meeting of the Board of Directors

or a stated salary as director. No such payment shall preclude any director from

serving the Corporation in any other capacity and receiving compensation

therefor. Members of special or standing committees may be allowed like

compensation for attending committee meetings.

 

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                Section 10. Interested Directors. No contract or transaction

between the Corporation and one or more of its directors or officers, or between

the Corporation and any other corporation, partnership, association, or other

organization in which one or more of its directors or officers are directors or

officers, or have a financial interest, shall be void or voidable solely for

this reason, or solely because the director or officer is present at or

participates in the meeting of the Board of Directors or committee thereof which

authorizes the contract or transaction, or solely because his or their votes are

counted for such purpose if (i) the material facts as to his or their

relationship or interest and as to the contract or transaction are disclosed or

are known to the Board of Directors or the committee, and the Board of Directors

or committee in good faith authorizes the contract or transaction by the

affirmative votes of a majority of the disinterested directors, even though the

disinterested directors be less than a quorum; or (ii) the material facts as to

his or their relationship or interest and as to the contract or transaction are

disclosed or are known to the stockholders entitled to vote thereon, and the

contract or transaction is specifically approved in good faith by vote of the

stockholders; or (iii) the contract or transaction is fair as to the Corporation

as of the time it's authorized, approved or ratified, by the Board of Directors,

a committee thereof or the stockholders. Common or interested directors may be

counted in determining the presence of a quorum at a meeting of the Board of

Directors or of a committee, which authorizes the contract or transaction.

 

 

 

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                                   ARTICLE IV

 

                                    OFFICERS

 

 

                Section 1. General. The officers of the Corporation shall be

chosen by the Board of Directors and shall be a President, Vice President,

Secretary and Treasurer. The Board of Directors, in its discretion, may also

choose a Chairman of the Board of Directors (who must be a director), Assistant

Secretaries, Assistant Treasurers and other officers. Any number of offices may

be held by the same person, unless otherwise prohibited by law, the Certificate

of Incorporation or these By-laws. The officers of the Corporation need not be

stockholders of the Corporation nor, except in the case of the Chairman of the

Board of Directors, need such officers be directors of the Corporation.

 

                Section 2. Election. The Board of Directors at its first meeting

held after each Annual Meeting of Stockholders shall elect the officers of the

Corporation who shall hold their offices for such terms and shall exercise such

powers and perform such ditties as shall be determined from time to time by the

Board of Directors; and all officers of the Corporation shall hold office until

their successors are chosen and qualified, or until their earlier resignation or

removal. Any officer elected by the Board of Directors may be removed at any

time by the affirmative vote of a majority of the Board of Directors. Any

vacancy occurring in any office of the Corporation shall be filled by the Board

of Directors. The salaries of all officers of the Corporation shall be fixed by

the Board of Directors.

 

                Section 3. Voting Securities Owned by the Corporation. Powers of

attorney, proxies, waivers of notice of meeting, consents and other instruments

relating to securities owned by the Corporation may be executed in the name of

and on behalf of the Corporation by the President or any Vice President and any

such officer may, in the name of and on behalf of the Corporation, take all such

action as any such officer may deem advisable to vote in person or by proxy at

any meeting of security holders of any corporation in which the Corporation may

 

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own securities and at any such meeting shall possess and may exercise any and

all rights and power incident to the ownership of such securities and which, as

Section 4. The President shall be the Chief Executive Officer of the Corporation

and shall preside at all meetings of the stockholders and of the Board of

Directors. He shall have such powers and perform such duties as are prescribed

by the Board of Directors. Subject to the control and direction of the Board of

Directors, the President may enter into any contract or execute and deliver any

instrument in the name and on behalf of the Corporation. In general, he shall

perform all duties incident to the office of President, as herein defined, and

all such other duties as from time to time may be assigned to him by the Board

of Directors.

 

                Section 5. Vice-Presidents. At the request of the President or

in his absence or in the event of his inability or refusal to act (and if there

be no Chairman of the Board of Directors), the Vice-President or the

Vice-Presidents if there is more than one (in the order designated by the Board

of Directors) shall perform the duties of the President, and when so acting,

shall have all the powers of and be subject to all the restrictions upon the

President. Each Vice-President shall perform such other duties and have such

other powers as the Board of Directors from time to time may prescribe. If there

be no Chairman of the Board of Directors and no Vice President, the Board of

Directors shall designate the officer of the Corporation who, in the absence of

the President or in the event of the inability or refusal of the President to

act, shall perform the duties of the President, and when so acting, shall have

all the powers of and be subject to all the restrictions upon the President.

 

                Section 6. Secretary. The Secretary shall attend all meetings of

the stockholders and record all the proceedings thereat in a book or books to be

kept for that purpose; the Secretary shall also perform like duties for the

Board of Directors and for standing committees when required. The Secretary

shall give, or cause to be given, notice of all meetings of the stockholders and

 

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special meetings of the Board of Directors, and shall perform such other duties

as may be prescribed by the Board of Directors or President, under whose

supervision he shall be. If the Secretary shall be unable or shall refuse to

cause to be given notice or all meetings of the stockholders and special

meetings of the Board of Directors, and if there be no Assistant Secretary, then

either the Board of Directors or the President may choose another officer to

cause such notice to be given. The Secretary shall have custody of the seal of

the Corporation and the Secretary or any Assistant Secretary, if there be one,

shall have authority to affix the same to any instrument requiring it and when

so affixed, it may be attested by the signature of the Secretary or by the

signature of any such Assistant Secretary. The Board of Directors may give

general authority to any other officer to affix the seal of the Corporation and

to attest the affixing by his signature. The Secretary shall see that all books,

reports, statements, certificates and other documents and records required by

law to be kept or filed are properly kept or filed, as the case may be.

 

                Section 7. Treasurer. The Treasurer shall have the custody of

the corporate funds and securities and shall keep full accurate accounts of

receipts and disbursements in books belonging to the Corporation and shall

deposit all moneys and other valuable effects in the name and to the credit of

the Corporation in such depositories as may be designated by the Board of

Directors. The Treasurer shall disburse the funds of the Corporation as may be

ordered by the Board of Directors, taking proper vouchers for such

disbursements, and shall render to the President and the Board of Directors, at

its regular meetings, or when the Board of Directors so requires, an account of

all his transactions as Treasurer and of the financial condition of the

Corporation. If required by the Board of Directors, the Treasurer shall give the

Corporation a bond in such sum and with such surety or sureties as shall be

satisfactory to the Board of Directors for the faithful performance of his

 

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office and for the restoration to the Corporation, in the case of his death,

resignation, retirement or removal from office, of all books, papers, vouchers,

money and other property of whatever kind in his possession or under his control

belonging to the Corporation.

 

                Section 8. Assistant Secretaries. Except as may be otherwise

provided in these By-laws, Assistant Secretaries, if there be any, shall perform

such duties and have such powers as from time to time may be assigned to them by

the Board of Directors, the President, any Vice-President, if there be one, or

the Secretary, and in the absence of the Secretary or in the event of his

disability or refusal to act, shall perform the duties of the Secretary, and

when so acting, shall have all the powers of and be subject to all the

restrictions upon the Secretary.

 

                Section 9. Assistant Treasurers. Assistant Treasurers, if there

be any, shall perform such duties and have such powers as from time to time may

be assigned to them by the Board of Directors, the President, any

Vice-President, if there be one, or the Treasurer, and in the absence of the

Treasurer or in the event of his disability or refusal to act, shall perform the

duties of the Treasurer, and when so acting, shall have all the powers of and be

subject to all the restrictions upon the Treasurer. If required by the Board of

Directors, an Assistant Treasurer shall give the Corporation a bond in such sum

and with such surety or sureties as shall be satisfactory to the Board of

Directors for the faithful performance of the duties of his office and for the

restoration to the Corporation, in case of his death, resignation, retirement or

removal from office, of all books, papers, vouchers, money and other property of

whatever kind in his possession or under his control belonging to the

Corporation.

 

                Section 10. Other Officers. Such other officers as the Board of

Directors may choose shall perform such duties and have such powers as from time

to time may be assigned to them by the Board of Directors. The Board of

Directors may delegate to any other officer of the Corporation the power to

choose such other officers and to prescribe their respective duties and powers.

 

 

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                                    ARTICLE V

 

                                      STOCK

 

                Section 1. Form of Certificates. Every holder of stock in the

Corporation shall be entitled to have a certificate signed, in the name of the

Corporation (i) by the President or a Vice-President and (ii) by the Treasurer

or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the

Corporation, certifying the number of shares owned by him in the Corporation.

 

                Section 2. Signatures. Where a certificate is countersigned by

(i) a transfer agent other than the Corporation or its employee, or (ii) a

registrar other than the Corporation or its employee, any other signature on the

certificate may be a facsimile. In case any officer, transfer agent or registrar

who has signed or whose facsimile signature has been placed upon a certificate

shall have ceased to be such officer, transfer agent or registrar before such

certificate is issued it may be issued by the Corporation with the same effect

as if he were such officer, transfer agent or registrar at the date of issue.

 

                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 advertise the same in such manner

as the Board of Directors shall require and/or 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. Transfers. Stock of the Corporation shall be

transferable in the manner prescribed by law and in these By-laws. Transfers of

stock shall be made on the books of the Corporation only by the person named in

the certificate or by his attorney lawfully constituted in writing and upon the

surrender of the certificate therefor, which shall be cancelled before a new

certificate shall be issued.

 

                Section 5. Record Date. In order that the Corporation may

determine the stockholders entitled to notice of or to vote at any meeting of

stockholders or any adjournment thereof, or entitled to express consent to

corporate action in writing without a meeting, or entitled to receive payment of

any dividend or other distribution or allotment of any rights, or entitled 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,

in advance, a record date, which shall not be more than sixty days nor less than

ten days before the date of such meeting, nor more than sixty days prior to any

other action. 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 6. 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 to hold

liable for calls and assessments a person registered on its books as the owner

of shares, and shall not be bound to recognize any equitable or other claim to

or interest in such share or shares on the part of any other person, whether or

not it shall have express or other notice thereof, except as otherwise provided

by law.

 

 

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                                   ARTICLE VI

 

                                     NOTICES

 

 

                Section 1. Notices. Whenever written notice is required by law,

the Certificate of Incorporation or these By-laws, to be given to any director,

member of a committee or stockholder, such notice may be given by mail,

addressed to such director, member of a committee or stockholder, at his address

as it appears on the records of the Corporation, with postage thereon prepaid

and such notice shall be determined to be given at the time when the same shall

be deposited in the United States mail. Written notice may also be given

personally or by facsimile, telex, telegram or cable.

 

                Section 2. Waivers of Notice. Whenever any notice is required by

law, the Certificate of Incorporation or these by-laws, to be given to any

director, member of a committee or stockholder, a waiver thereof in writing,

signed, by the person or persons entitled to said notice, whether before or

after the time stated therein, shall be deemed equivalent thereto.

 

                                   ARTICLE VII

 

                               GENERAL PROVISIONS

 

                Section 1. Dividends. Dividends upon the capital stock of the

Corporation, subject to the provisions of the Certificate of Incorporation, if

any, may be declared by the Board of Directors at any regular or special

meeting, and may be paid in cash, in property, or in shares of the capital

stock. Before payment of any dividend, there may be set aside out of any funds

of the Corporation available for dividends such sum or sums as the Board of

Directors from time to time, in its absolute discretion, deems proper as a

reserve or reserves to meet contingencies, or for equalizing dividends, or for

repairing or maintaining any property of the Corporation, or for any proper

purpose, and the Board of Directors may modify or abolish any such reserve.

 

 

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                Section 2. Disbursements. All checks or demands for money and

notes of the Corporation shall be signed by such officer or officers or such

other person or persons as the Board of Directors may from time to time

designate.

 

                Section 3. Fiscal Year. The fiscal year of the Corporation shall

be fixed by resolution of the Board of Directors.

 

                Section 4. Corporate Seal. The corporate seal shall have

inscribed thereon the name of the Corporation, the year of its organization and

the words "Corporate Seal, Delaware". The seal may be used by causing it or a

facsimile thereof to be impressed, affixed, reproduced, or otherwise.

 

 

 

 

                                  ARTICLE VIII

 

                                 INDEMNIFICATION

 

                Section 1. Power to Indemnify in Actions, Suits or Proceedings

other Than those by or in the right of the Corporation. Subject to Section 3 of

this Article VIII, the Corporation shall indemnify any person who was or is a

party or is threatened 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 the fact that he is or was a director or officer of the Corporation,

or is or was a director or officer of the Corporation serving at the request of

the Corporation as a director, officer, employee or agent of another

corporation, partnership, joint venture, trust, employee benefit plan or other

enterprise, against expenses (including attorneys' fees), judgements, fines and

 

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amounts paid in settlement actually and reasonably incurred by him in collection

with such action, suit or proceeding if he acted in good faith and in a manner

he reasonably believed to be in or not opposed to the best interests of the

Corporation, and, with respect to any criminal action or proceeding, had no

reasonable cause to believe his conduct was unlawful. 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 good faith and in a manner which he

reasonably believed to be in or not opposed to the best interests of the

Corporation, and, with respect to any criminal action or proceeding, had

reasonable cause to believe that his conduct was unlawful.

 

                 Section 2. Power to Indemnify in Actions, Suits or Proceedings

by or in the Right of the Corporation. Subject to Section 3 of this Article

VIII, the Corporation shall indemnify any person who was or is a party or is

threatened to be made a party to any threatened, pending or completed action or

suit by or in the right of the Corporation to procure a judgment in its favor by

reason of the fact that he is or was a director or officer of the Corporation,

or is or was a director or officer of the Corporation serving at the request of

the Corporation as a director, officer, employee or agent of another

corporation, partnership, joint venture, trust, employee benefit plan or other

enterprise against expenses (including attorneys' fees) actually and reasonably

incurred by him in connection with the defense or settlement of such action or

suit if he acted in good faith and in a manner he reasonably believed to be in

or not opposed to the best interests of the Corporation; except that no

indemnification shall be made in respect of any claim, issue or matter as to

which such person shall have been adjudged to be liable to the Corporation

unless and only to the extent that the Court of Chancery or the court in which

such action or suit was brought shall determine upon application that, despite

the adjudication of liability but in view of all the circumstances of the case,

such person is fairly and reasonably entitled to indemnity for such expenses

which the Court of Chancery or such other Court shall deem proper.

 

<PAGE>

 

                Section 3. Authorization of Indemnification. Any indemnification

under this Article VIII (unless ordered by a court) shall be made by the

Corporation only as authorized in the specific case upon a determination that

indemnification of the director, officer, employee or agent is proper in the

circumstances because he has met the applicable standard of conduct set forth in

Section 1 or Section 2 of this Article VIII, as the case may be. Such

determination shall be made (i) by the Board of Directors by a majority vote of

a quorum consisting of directors who were rot parties to such action, suit or

proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a

quorum of disinterested directors so directs, by independent legal counsel in a

written opinion, or (iii) by the stockholders. To the extent, however, that a

director, officer, employee or agent of the Corporation has been successful on

the merits or otherwise in defense of any action, suit or proceeding described

above, or in defense of any claim, issue or matter therein, he shall be

indemnified against expenses (including attorneys' fees) actually and reasonably

incurred by him in connection therewith, without the necessity of authorization

in the specific case.

 

                Section 4. Good Faith Defined. For purposes of any determination

under Section 1 and 2 of this Article VIII, a person shall be deemed to have

acted in good faith and in a manner he reasonably believed to be in or not

opposed to the best interests the Corporation, or, with respect to any criminal

action or proceeding, to have had no reasonable cause to believe his conduct was

unlawful, if his action is based on the records or books of account of the

Corporation or another enterprise, or on information supplied to him by the

officers of the Corporation or another enterprise in the course of their duties,

or on the advice of legal counsel for the Corporation or another enterprise or

 

<PAGE>

 

on information or records given or reports made to the Corporation or another

enterprise by an independent certified public accountant or by an appraiser or

other expert selected with reasonable care by the Corporation or another

enterprise. The term "another enterprise" as used in this Section 4 shall mean

any other corporation or any partnerships joint venture, trust, employee benefit

plan or other enterprise of which such person is or was serving at the request

of the Corporation as a director, officer, employee or agent. The provisions of

this Section4 shall not be deemed to be exclusive or to limit in any way the

circumstances in which a person may be deemed to have met the applicable

standard of conduct set forth in Sections 1 or 2 of this Article VIII, as the

case may be.

 

                Section 5. Indemnification by a Court. Notwithstanding any

contrary determination in the specific case under Section 3 of this Article

VIII, and notwithstanding the absence of any determination thereunder, any

director, officer, employee or agent may apply to any court of competent

jurisdiction in the State of Delaware for indemnification to the extent

otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of

such indemnification by a court shall be a determination by such court that

indemnification of the director, officer, employee or agent is proper in the

circumstances because he has met the applicable standards of conduct set forth

in Sections 1 or 2 of this Article VIII, as the case may be. Neither a contrary

determination in the specific case under Section 3 of this Article VIII nor the

absence of any determination thereunder shall be a defense to such application

or create a presumption that the director, officer, employee or agent seeking

indemnification has not met any applicable standard of conduct. Notice of any

application for indemnification pursuant to this Section 5 shall be given to the

Corporation promptly upon the filing of such application. If successful, in

whole or in part, the director, officer, employee or agent seeking

indemnification shall also be entitled to be paid the expense of prosecuting

such application.

 

<PAGE>

 

                Section 6. Expenses Payable in Advance. Expenses incurred by a

director or officer in defending or investigating a threatened or pending

action, suit or proceeding may be paid by the Corporation in advance of the

final disposition of such action, suit or proceeding upon receipt of an

undertaking by or on behalf of such director, officer, employee or agent to

repay such amount if it shall ultimately be determined that he is not entitled

to be indemnified by the Corporation as authorized in this Article VIII.

 

                Section 7. Nonexclusively of Indemnification and Advancement of

Expenses. The indemnification and advancement of expenses provided by or granted

pursuant to this Article VIII shall not be deemed exclusive of any other rights

to which those seeking indemnification or advancement of expenses may be

entitled under any By-law, agreement, contract, vote of stockholders or

disinterested directors or pursuant to the direction (howsoever embodied) of any

court of competent jurisdiction or otherwise, both as to action in his official

capacity and to action in another capacity while holding such office, it being

the policy of the Corporation that indemnification of the persons specified in

Sections 1 and 2 of this Article VIII shall be made to the fullest extent

permitted by law. The provisions of this Article VIII shall not be deemed to

preclude the indemnification of any person who is not specified in Sections 1 or

2 of this Article VIII but whom the Corporation has the power or obligation to

indemnify under the provisions of the General Corporation law of the State of

Delaware, or otherwise.

 

                Section 8. Insurance. The Corporation may purchase and maintain

insurance on behalf of any person who is or was a director, officer, employee or

agent of the Corporation, or is or was a director or officer of the Corporation

serving at the request of the Corporation as a director, officer, employee or

agent of another corporation, partnership, joint venture, trust, employee

benefit plan or other enterprise against any liability asserted against him and

incurred by him in any such capacity, or arising out of his status as such,

whether or not the Corporation would have the power or the obligation to

indemnify him against such liability under the provisions of this Article VIII.

 

<PAGE>

 

                Section 9. Certain Definitions. For purposes of this Article

VIII, references to "the Corporation" shall include, in addition to the

resulting corporation, any constituent corporation (including any constituent of

a constituent) absorbed in a consolidation or merger which, if its separate

existence had continued, would have had power and authority to indemnify its

directors, officers, employees or agents, so that any person who is or was a

director, officer, employee or agent of such constituent corporation, or is or

was a director or officer of such constituent corporation serving at the request

of such constituent corporation as a director, officer, employee or agent of

another corporation, partnership, joint venture, trust, employee benefit plan or

other enterprise, shall stand in the same position under the provisions of this

Article VIII with respect to the resulting or surviving corporation as he would

have with respect to such constituent corporation if its separate existence had

continued. For purposes of this Article VIII, references to "fines" shall

include any excise taxes assessed on a person with respect to an employee

benefit plan and references to "serving at the request of the Corporation" shall

include any service as a director, officer, employee or agent of the Corporation

which imposes duties on, or involves services by, such director, officer,

employee or agent with respect to an employee benefit plan, its participants or

beneficiaries; and a person who acted in good faith and in a manner he

reasonably believed to be in the interest of the participant and beneficiaries

of an employee benefit plan shall be deemed to have acted in a "not opposed to

the best interests of the Corporation" as referred to in this Article VIII.

 

                Section 10. Survival of Indemnification and Advancement of

Expenses. The indemnification and advancement of expenses provided by, or

granted pursuant to, this Article VIII shall, unless otherwise provided when

authorized or ratified, continue as to a person who has ceased to be a director,

officer, employee or agent and shall inure to the benefit of the heirs,

executors and administrators of such a person.

 

<PAGE>

 

                Section 11. Limitation on Indemnification. Notwithstanding

anything contained in this Article VIII to the contrary, except for proceedings

to enforce rights to indemnification (which shall be governed by Section 5

hereof), the Corporation shall not be obligated to indemnify any director,

officer, employee or agent in connection with a proceedings (or part thereof)

initiated by such person unless such proceeding (or part thereof) was authorized

or consented to by the Board of Directors of the Corporation.

 

                Section 12. Indemnification of Employees and Agents. The

Corporation may, to the extent authorized from time to time by the Board of

Directors, provide rights to indemnification and to the advancement of expenses

to employees and agents of the Corporation similar to those conferred in this

Article VIII to directors and officers of the Corporation.

 

                                   ARTICLE IX

 

                                   AMENDMENTS

 

 

                Section 1. These By-laws may be altered, amended or repealed, in

whole or in part, or new By-laws may be adopted by the stockholders or by the

Board of Directors, provided, however, that notice of such alteration,

amendment, repeal or adoption of new By-laws be contained in the notice of such

meeting of stockholders or Board of Directors as the case may be All such

amendments approved by either the holders of a majority of the outstanding

capital stock entitled to vote thereon or by a majority of the entire Board of

Directors then in office.

 

<PAGE>

 

                Section 2. Entire Board of Directors. As used in this Article IX

and in these By-laws generally, the term '"Entire Board of Directors" means the

total number of directors which the Corporation would have if there were no

vacancies.

 

 

 

RESOLUTIONS FOR THE

BOARD OF DIRECTORS

ASTA FUNDING, INC.

August 20, 2012

WHEREAS, the Board of Directors of Asta Funding, Inc. (the “Corporation”) deems it desirable and in the best interests of the Corporation and its stockholders that steps be taken to ensure that its stockholders receive adequate notice of matters to be submitted for their approval; and

WHEREAS, Article IX of the Corporation’s By-Laws authorize the Board of Directors of the Corporation to amend the By-Laws;

[Amendments to By-Laws]

NOW, THEREFORE, BE IT RESOLVED, that the last sentence of Article II, Section 2 and Article II, Section 3 of the Corporation’s By-Laws be, and hereby are, deleted and that Article II, Sections 4 through 7 be renumbered, respectively, as Article II, Sections 6 though 9.

RESOLVED FURTHER, that the By-Laws of the Corporation be, and hereby are, amended to add a new Article II, Section 4 and Article II, Section 5 as follows:

Section 4. Notice. Notice of the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to stockholders shall be in writing and delivered personally or mailed to the stockholders at their address appearing on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meetings may be given to stockholders by means of electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.


Section 5. Advance Notice of Stockholder Proposals and Nominations.

(a) Timely Notice. At a meeting of the stockholders, only such nominations of persons for the election of directors and such other business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, nominations or such other business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors or any committee thereof, (ii) otherwise properly brought before the meeting by or at the direction of the board of directors or any committee thereof, or (iii) otherwise properly brought before an annual meeting by a stockholder who is a stockholder of record of the Corporation at the time such notice of meeting is delivered, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Article II, Section 5. In addition, any proposal of business (other than the nomination of persons for election to the board of directors) must be a proper matter for stockholder action. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a stockholder, the stockholder or stockholders of record intending to propose the business (the “Proposing Stockholder”) must have given timely notice thereof pursuant to this Article II, Section 5 (a) or Article II, Section 5 (c) below, as applicable, in writing to the secretary of the Corporation even if such matter is already the subject of any notice to the stockholders or Public Disclosure from the board of directors. To be timely, a Proposing Stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation: (x) not later than the close of business on the 60th day, nor earlier than the close of business on the 120th day in advance of the anniversary of the previous year’s annual meeting if such meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s annual meeting or not later than 60 days after the anniversary of the previous year’s annual meeting; and (y) with respect to any other annual meeting of stockholders, the close of business on the tenth day following the date of Public Disclosure of the date of such meeting. In no event shall the Public Disclosure of an adjournment or postponement of an annual meeting commence a new notice time period (or extend any notice time period). For purposes of this Article II, Section 5 (a), “Public Disclosure” means a disclosure made in a press release reported by the Dow Jones News Services, The Associated Press or a comparable national news service or in a document filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


(b) Stockholder Nominations. For the nomination of any person or persons for election to the board of directors, a Proposing Stockholder’s notice to the secretary of the Corporation shall set forth (i) the name, age, business address and residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee (if any), (iv) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, (v) the consent of the nominee to being named in the proxy statement as a nominee and to serving as a director if elected, and (vi) as to the Proposing Stockholder: (A) the name and address of the Proposing Stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is being made, (B) the class and number of shares of the Corporation which are owned by the Proposing Stockholder (beneficially and of record) and owned by the beneficial owner, if any, on whose behalf the nomination is being made, as of the date of the Proposing Stockholder’s notice, and a representation that the Proposing Stockholder will notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (C) a description of any agreement, arrangement or understanding with respect to such nomination between or among the Proposing Stockholder and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that the Proposing Stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proposing Stockholder’s notice by, or on behalf of, the Proposing Stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proposing Stockholder or any of its affiliates or associates with respect to shares of stock of the Corporation, and a representation that the Proposing Stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (E) a representation that the Proposing Stockholder is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, and (F) a representation whether the Proposing Stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(c) Other Stockholder Proposals. For all business other than director nominations, a Proposing Stockholder’s notice to the secretary of the Corporation shall set forth as to each matter the Proposing 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) any other information relating to such stockholder and beneficial owner, if any, on whose behalf the proposal is being made, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder and (iii) the information required by Section Article II, Section 5 (b)(vi) above.


(d) Proxy Rules. The foregoing notice requirements of Article II, Section 5 (c) shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with the applicable rules and regulations promulgated under Section 14(a) of the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(e) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (x) by or at the direction of the board of directors or any committee thereof or (y) provided that the board of directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Article II, Section 5 is delivered to the secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Article II, Section 5. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board of directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by this Article II, Section 5 shall be delivered to the secretary at the principal executive offices of the Corporation not later than the close of business on the 60th day prior to such special meeting and not earlier than the close of business on the later of the 120th day prior to such special meeting or the tenth (10th) day following the date of Public Disclosure of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. In no event shall the Public Disclosure of an adjournment or postponement of a special meeting commence a new time period (or extend any notice time period).

(f) Effect of Noncompliance. Notwithstanding anything in these By-laws to the contrary: (i) no nominations shall be made or business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Article II, Section 5, and (ii) unless otherwise required by law, if a Proposing Stockholder intending to propose business or make nominations at an annual meeting pursuant to this Article II, Section 5 does not provide the information required under this Article II, Section 5 to the Corporation promptly following the later of the record date or the date notice of the record date is first publicly disclosed, or the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the meeting to present the proposed business or nominations, such business or nominations shall not be considered, notwithstanding that proxies in respect of such business or nominations may have been received by the Corporation. The requirements of this Article II, Section 5 shall apply to any business or nominations to be brought before an annual meeting by a stockholder whether such business or nominations are to be included in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act or presented to stockholders by means of an independently financed proxy solicitation. The requirements of Article II, Section 5 are included to provide the Corporation notice of a stockholder’s intention to bring business or nominations before an annual meeting and shall in no event be construed as imposing upon any stockholder the requirement to seek approval from the Corporation as a condition precedent to bringing any such business or make such nominations before an annual meeting.


RESOLVED FURTHER, that the proper officers of the Corporation be, and each of them hereby is, authorized in the name and on behalf of the Corporation to prepare an amended and restated By-Laws of the Corporation reflecting the By-Laws of the Corporation as amended in accordance with the foregoing resolutions.

RESOLVED FURTHER, that except as modified hereby, all remaining provisions of the By-Laws will remain in full force and effect.

RESOLVED FURTHER, that any actions taken by such officers prior to the date of this meeting that are within the authority conferred hereby and hereby ratified, confirmed and approved in all respects as the act and deed of the Corporation.

 

[As Filed: 08-24-2012]