EXHIBIT 3.2
 
                                COMMUNITY BANCORP
                                     BYLAWS
 
                                  STOCKHOLDERS
 
      Section 1. Place of Meetings. All meetings of stockholders shall be held
at the principal office of the Corporation in Las Vegas, Nevada, or at such
other place, within or without the State of Nevada, as may be determined by the
President or by the board of directors, or by written consent of a majority of
the stockholders entitled to vote, given before or after the meeting and filed
with the Secretary of the Corporation.
 
      Section 2. Quorum. A majority of the stock issued, outstanding, and
entitled to voting power, represented by the holders thereof either in person or
by proxy, shall be a quorum at all meetings of the stockholders.
 
      Section 3. Annual Meeting. The annual meeting of the stockholders shall be
held on the date and at the time and place determined by the board of directors.
 
      Section 4. Special Meetings. Special meetings of the stockholders shall be
called upon the direction of the Chairman of the Board or a majority of the
board of directors of the Corporation, or by one or more stockholders holding at
least 25% of the voting power of the issued and outstanding shares of the
Corporation.
 
      Section 5. Meeting Notices. At least 10 but not more than 60 days before
the date of an annual or special meeting of stockholders, notice of the meeting
shall be given to each stockholder. Notice shall be given in writing personally
or by mail or by other means of written communication, charges prepaid,
addressed to each stockholder at his address appearing on the records of the
Corporation. Meeting notices shall state the place, day, and hour of the
meeting. Notices of special meetings also shall state the purpose or purposes
for which the special meeting is called.
 
      If mailed, the notice of meeting shall be considered to have been
delivered when deposited in the United States mail addressed to the registered
holder at the holder's address appearing on the records of the Corporation. If,
according to the records of the Corporation, a stockholder has given no address
to the Corporation, notice shall be deemed to have been given to him if notice
is published at least once in a newspaper of general circulation in the county
where the principal office of the Corporation is located in the State of Nevada.
A stockholder's attendance at a meeting in person or by proxy shall constitute a
waiver of notice, unless the stockholder objects to the notice.
 
      Section 6. Voting. On all occasions for stockholders' voting, each
stockholder holding common stock entitled to voting power shall be entitled to
one vote for each share held. Provided a quorum is present, the act of the
holders of record of a majority of the issued and outstanding shares of the
Corporation represented in person or by proxy at any meeting and entitled to
vote thereat shall be the act of the stockholders of the Corporation, unless
otherwise provided by law, the articles of incorporation, or these Bylaws.
 
      Neither cumulative nor distributive voting shall be permitted at any
election of directors or on any other occasion. Directors shall be elected by
plurality vote.
 
      Section 7. Adjourned Meetings and Notice Thereof: Regardless of whether a
quorum is present, any meeting of stockholders may be adjourned from time to
time by the vote of a majority of the shares present in person or by proxy, but
in the absence of a quorum no other business may be transacted at the meeting.
 
      Other than by announcement at the meeting at which such adjournment is
taken, it shall not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting.
 
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But if a meeting of stockholders is adjourned for 30 days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting.
 
      Section 8. Consent of Absentees. The transactions of any meeting of
stockholders, whether annual or special, however called and noticed, shall be as
valid as though transacted at a meeting duly held after regular call and notice,
if a quorum is present either in person or by proxy, or if, either before or
after the meeting, stockholders holding a majority of shares entitled to vote,
not present in person or by proxy, sign a written waiver of notice or a consent
to the holding of such meeting or an approval of the minutes thereof. All such
waivers, consents, or approvals shall be filed in the corporate records or made
a part of the minutes of the meeting.
 
      Section 9. Proxies. Every person entitled to vote or execute consents
shall have the right to do so (a) in person, (b) by proxy appointed by an
instrument in writing signed by the stockholder or his duly authorized agent, or
(c) by proxy appointed by any other means allowed under the Nevada Revised
Statutes, Title 7, Chapter 78. However, no proxy shall be valid after the
expiration of six months from the date of its execution unless the stockholder
executing it specifies therein the length of time for which the proxy is to
continue in force, which in no case shall exceed seven years from the date of
its execution.
 
      Section 10. Record Date and Closing of Stock Books. The board of directors
may fix a time in the future, not more than 60 days before the date of any
meeting of stockholders, and not more than 30 days before the date fixed for the
payment of any dividend or distribution, or for the allotment of rights, or when
any change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the stockholders entitled to notice of and to vote
at any such meeting, or entitled to receive any such dividend or distribution,
or any such allotment of rights, or to exercise the rights in respect to any
such change, conversion, or exchange of shares. In such case, only stockholders
of record on the date so fixed shall be entitled to notice of and to vote at
such meetings, or to receive such dividend, distribution, or allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after any record date so
fixed. The board of directors may close the books of the Corporation against
transfers of shares during the whole or part of any such period.
 
                               BOARD OF DIRECTORS
 
      Section 11. Number of Directors, Election and Term of Office. The board of
directors of the Corporation shall consist of at least 5 and no more than 25
directors. The number of directors may be increased or decreased from time to
time within that range by a duly adopted resolution of the board of directors,
provided that no decrease in the number of directors shall have the effect of
shortening the term of any incumbent director.
 
      The directors of the Corporation shall be elected at each annual meeting
of stockholders, and shall hold office for one year and until their successors
are elected and qualified. If any such annual meeting of stockholders is not
held or if directors are not elected thereat, the directors may be elected at a
special meeting of stockholders.
 
      Section 12. Director Vacancies. Vacancies in the board of directors may be
filled by a majority of the remaining directors, though less than a quorum, or
by the sole remaining director. Directors so elected shall hold office until
their successors are elected.
 
      A vacancy or vacancies in the board of directors shall be deemed to exist
in the case of the death, resignation, or removal of any director, or if the
authorized number of directors is increased, or if the stockholders do not elect
the full authorized number of directors at any annual meeting of stockholders
(or at a special meeting of stockholders if the special meeting is held for the
purpose of electing directors).
 
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      The stockholders may elect a director or directors at any time to fill a
vacancy or vacancies not filled by the board of directors. If the board of
directors accepts the resignation of a director tendered to take effect in the
future, the board of directors or the stockholders may elect a successor to take
office when the resignation is to become effective.
 
      Section 13. Director Nominations. Nominations for the election of
directors may be made by the Board of Directors or by any stockholder entitled
to vote in the election of directors. However, a stockholder may nominate a
director if and only if the stockholder gives timely written notice of his or
her intent to make the nomination or nominations. The stockholder's notice shall
be given either by personal delivery or by United States mail, postage prepaid,
to the Secretary of the Corporation. To be timely, a stockholder's notice must
be received by the Secretary at least 60 calendar days before the date
corresponding to the date on which the Corporation's proxy materials were mailed
to stockholders for the annual meeting in the preceding year, and no more than
120 calendar days before that date; provided, however, if the date of the annual
meeting is changed by more than 30 calendar days from the date corresponding to
the date of the preceding year's annual meeting, or if the Corporation did not
hold an annual meeting in the preceding year, then the stockholder's notice will
be considered timely if it is received by the Secretary a reasonable time before
the Corporation mails its proxy materials for the annual meeting, but in any
event at least 30 days before the Corporation mails its proxy materials for the
annual meeting. The stockholder's notice of his or her intent to make a
nomination must set forth the following --
 
            (a) the name and address, as they appear on the Corporation's books,
      of the stockholder giving the notice and of the beneficial owner, if any,
      on whose behalf the nomination is made, as well as the name and address of
      each person(s) nominated by the stockholder,
 
            (b) a representation that the stockholder giving the notice is a
      holder of record of stock of the Corporation entitled to vote at the
      annual meeting and that the stockholder intends to appear in person or by
      proxy at the annual meeting to nominate the person(s) specified in the
      notice,
 
            (c) the class and number of shares of stock of the Corporation owned
      beneficially and of record by the stockholder giving the notice and by the
      beneficial owner, if any, on whose behalf the nomination is made,
 
            (d) a description of all arrangements or understandings between or
      among any of (A) the stockholder giving the notice, (B) the beneficial
      owner on whose behalf the notice is given, (C) each nominee, and (D) any
      other person(s) (naming such person(s)) pursuant to which the nomination
      or nominations are to be made by the stockholder giving the notice,
 
            (e) such other information regarding each nominee proposed by the
      stockholder giving the notice as would be required to be included in a
      proxy statement filed pursuant to the proxy rules of the Securities and
      Exchange Commission, and
 
            (f) the signed consent of each nominee to serve as a director of the
      Corporation if so elected.
 
      If the presiding officer determines that a nomination was not made in
accordance with these Bylaws, the presiding officer of the annual meeting will
so declare to the meeting, and the defective nomination will be disregarded.
 
      Section 14. Place of Board Meetings. All meetings of the directors shall
be held at the office of the Corporation or at such other place or places within
or without the State of Nevada as the board of directors shall from time to time
designate.
 
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      Section 15. Regular and Special Board Meetings. The board of directors
shall meet at least quarterly in a regular meeting. The board shall also hold a
regular meeting immediately after each annual meeting of stockholders for the
purpose of organization, election of officers, and the transaction of other
business.
 
      Special meetings of the board of directors may be called at any time by
the Chairman of the Board, a Vice Chairman, the President, or, in their absence
or refusal to act, by any director.
 
      Members of the board of directors or any committee designated by the board
may participate in meetings by means of telephonic conference or similar method
of communication, provided all persons participating in the meeting can hear
each other. Participating in a meeting according to this paragraph shall
constitute presence in person at the meeting.
 
      Section 16. Notice. Notice of regular meetings of the board of directors
need not be given. Written notice of the time and place of special meetings of
the board of directors shall be delivered personally to each director or sent to
each director by mail, by a commercially reasonable overnight express service,
by facsimile, by electronic mail or another form of verifiable communication
authorized by the director, or by another form of written communication, charges
prepaid, addressed to the director at his or her address as shown on the records
of the Corporation, or if the director's address is not so shown on the
Corporation's records or is not readily ascertainable, at the place at which the
meetings of the directors are regularly held. If the notice is mailed, it shall
be deposited in the United States mail at least three days before the meeting.
If the notice is sent by an overnight express service, it must be sent at least
one day before the meeting. If the notice is personally delivered or sent by
facsimile, by electronic mail or another form of verifiable communication, it
shall be delivered at least 24 hours before the meeting. Such mailing or
delivery as provided above shall constitute due, legal, and personal notice to
the director.
 
      An entry in the minutes of any special meeting of the board stating that
notice has been duly given shall be conclusive and incontrovertible evidence
that due notice of the special meeting was given as required by law and these
Bylaws to any director who is absent from the special meeting.
 
      The transactions of any meeting of the board of directors, however called
and noticed or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, provided a quorum is present and provided
that each of the directors not present signs a written waiver of notice or
consent to holding such meeting or an approval of the minutes thereof. All such
waivers, consents, or approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.
 
      Section 17. Quorum and Voting. A majority of the directors of the
Corporation in office shall constitute a quorum for the transaction of business
at all meetings of the board of directors.
 
      Every act or decision done or made by a majority of the directors present
at a meeting duly held and at which a quorum is present shall be regarded as the
act of the board of directors, unless a greater number is required by law or by
the Corporation's articles of incorporation.
 
      Section 18. Adjournment. A quorum of the directors may adjourn any meeting
of the board to meet again at a stated day and hour. If a quorum is not present,
a majority of the directors present at a board meeting may adjourn from time to
time until the time fixed for the next regular meeting of the board of
directors. Notice of the time and place of holding an adjourned meeting need not
be given to absent directors if the time and place be fixed at the meeting
adjourned.
 
      Section 19. Action by Consent. Any action that may be taken or ratified at
a meeting of the board of directors or any committee thereof may be taken or
ratified without a meeting if all of the members of the board of directors or
committee individually or collectively consent in writing to that action. Action
by
 
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written consent shall have the same force and effect as a unanimous vote of
directors. The written consent shall be filed with the minutes of the
proceedings of the board or committee.
 
      Section 20. Fees and Compensation. Directors shall not receive any stated
salary for their services as Directors or as members of committees. However, the
board of directors may provide by resolution that directors (a) shall receive,
without limitation, fees for their service as director and members of committees
and reimbursement of reasonable expenses of attendance at meetings, and (b) are
entitled to participate in compensation and incentive plans, including but not
limited to stock-based plans. Nothing herein contained shall be construed to
preclude any director from serving the Corporation as an officer, employee,
agent, or otherwise, or from receiving compensation therefor. Without regard to
personal interest, the board of directors may establish the compensation of
directors for service in any capacity. If the board of directors establishes
compensation of directors, such compensation shall be presumed to be fair to the
Corporation unless proven unfair by a preponderance of the evidence.
 
      Section 21. Powers of the Board of Directors. Subject to any limitations
of the Corporation's articles of incorporation or these Bylaws, or the
provisions of the Nevada Revised Statutes as to actions to be authorized or
approved by the stockholders, and subject to the duties of the directors as
prescribed by these Bylaws, all corporate powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation shall be
controlled by, the board of directors. Without prejudice to these general
powers, but subject to the same limitations, it is hereby expressly declared
that the directors shall have the following powers:
 
            First, to select and remove all officers, employees, and agents of
      the Corporation, prescribe such powers and duties for them as may be not
      inconsistent with law, with the Corporation's articles of incorporation,
      or with these Bylaws, fix their compensation, and require from them
      security for faithful service,
 
            Second, to conduct, manage and control the affairs and business of
      the Corporation, and to make such rules and regulations therefor not
      inconsistent with law, with the Corporation's articles of incorporation,
      or with these Bylaws, as they may deem best,
 
            Third, to fix and locate from time to time one or more offices of
      the Corporation within or without the State of Nevada; to designate any
      place within or without the State of Nevada for the holding of any meeting
      of stockholders; to prescribe the forms of certificates of stock; and to
      alter the form of such certificates of stock from time to time as, in
      their judgment, they may deem best, provided such certificates of stock
      shall at all times comply with law,
 
            Fourth, to authorize the issuance of shares of stock of the
      Corporation from time to time for such consideration as the board of
      directors determines is adequate,
 
            Fifth, to borrow money and incur indebtedness for the purposes of
      the Corporation, and to cause to be executed and delivered therefor, in
      the Corporation's name, promissory notes, bonds, debentures, deeds of
      trust, mortgages, pledges, hypothecations, or other evidences of debt and
      security therefor,
 
            Sixth, to appoint an executive committee, audit committee, and other
      committees, and to delegate to such committees any of the powers and
      authority of the board of directors in the management of the business and
      affairs of the Corporation. The board of directors shall have the power to
      prescribe the manner in which proceedings of the committees shall be
      conducted. The committees shall keep regular minutes of their meetings and
      report the same to the board of directors when required. The executive
      committee shall be composed of one or more directors. The audit committee
      shall be composed of directors who are not officers of the Corporation,
      together with such other members as shall be named to the audit committee
      by the board of directors,
 
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            Seventh, to lend money in furtherance of any of the purposes of the
      Corporation; to invest funds of the Corporation from time to time; and to
      take and hold any property as security for the payment of funds so loaned
      or invested, subject to such corporate and banking rules and regulations,
      and as may be not inconsistent with law,
 
            Eighth, to declare distributions upon the capital stock of the
      Corporation in cash, in property, or in shares of the capital stock,
      subject to the limitations of the Corporation's articles of incorporation
      and applicable law. Before payment of any distribution, there may be set
      aside out of the funds of the Corporation available for distribution such
      sum or sums as the directors from time to time, in their absolute
      discretion, think proper as a reserve or reserves to meet contingencies,
      or for equalizing distributions, or for repairing or maintaining any
      property of the Corporation, or for such other purposes as the directors
      shall think conducive to the interests of the Corporation, and the
      directors may modify or abolish any such reserve in the manner in which it
      was created,
 
            Ninth, to adopt and administer, or provide for the administration
      of, stock purchase plans, stock option plans and any other plans or
      arrangements whereby directors, officers, employees, or agents of the
      Corporation or any other entity may be entitled to acquire authorized but
      unissued or treasury stock or other securities of the Corporation, upon
      such terms and conditions as may from time to time be permitted by law.
 
                                    OFFICERS
 
      Section 22. Officers. The officers of the Corporation shall be a
President, a Secretary, and a Treasurer. The Corporation may also have a
Chairman of the Board, an Auditor, a Chief Financial Officer, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers (including Vice Chairmen of the Board) as may be
appointed in accordance with these Bylaws. Officers other than the Chairman of
the Board and Vice Chairman or Vice Chairmen need not be directors. One person
may hold two or more offices; provided, however, that no person may serve
simultaneously as both the President and Secretary of the Corporation.
 
      Section 23. Election. Except as may be otherwise provided in these Bylaws,
the officers of this Corporation shall be chosen annually by the board of
directors and each shall hold office until he or she shall resign or be removed
or otherwise disqualified to serve.
 
      Section 24. Subordinate Officers and Duties. The board of directors may
appoint, and may empower the President to appoint, one or more Vice Presidents
and such other officers as the business of the Corporation may require, each of
whom shall hold office for such period, have such authority, and perform such
duties as are provided in these Bylaws, or as the board of directors may from
time to time determine.
 
      Section 25. Removal and Resignation. Any officer may be removed, either
with or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the board. The President and any Vice Chairman
shall have the power to remove with or without cause any subordinate officer not
appointed by the board, subject to subsequent ratification by the board.
 
      Any officer may resign at any time by giving written notice to the board
of directors, to the President, or to the Secretary or Assistant Secretary of
the Corporation. Any such resignation shall take effect on the date of receipt
of such notice or at any later time specified therein. Unless otherwise
specified in the written notice of resignation, acceptance of such resignation
shall not be necessary to make it effective.
 
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      Section 26. Vacancies. Any vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be filled in
the manner prescribed in these Bylaws for regular appointments to such office.
 
      Section 27. Chairman of the Board. The Board of Directors shall appoint
one of its members to be Chairman of the Board. He or she shall serve at the
pleasure of the Board. The Chairman of the Board shall preside at all meetings
of the board of directors and exercise and perform such other powers and duties
as are assigned by the board of directors or prescribed in these Bylaws.
 
      Section 28. Vice Chairman. The Board of Directors may appoint one or more
of its members to be Vice Chairman of the Board. He or she shall serve at the
pleasure of the Board. In the absence of the Chairman of the Board, the Vice
Chairman shall preside at all meetings of the board of directors. The Vice
Chairman shall have such other powers and duties as may be prescribed by the
board of directors or by these Bylaws.
 
      Section 29. President. The Board of Directors shall appoint one of its
members to be President. In the absence of the Chairman of the Board and Vice
Chairman, the President shall preside at all meetings of the board of directors.
The President shall be the chief executive officer of the Corporation and shall,
subject to the control of the board of directors, have general supervision,
direction, and control of the business and officers of the Corporation. The
President shall have the general powers and duties of management usually vested
in the office of president of a corporation, and shall have such other powers
and duties as are prescribed by the board of directors or by these Bylaws. The
Chairman of the Board, if other than the President, shall be authorized to
perform the acts and duties of the President in his or her absence, unless the
Chairman of the Board or the Board of Directors appoints a Vice President to
perform such acts and duties.
 
      Section 30. Vice Presidents. The Vice Presidents shall have such powers
and perform such duties as the directors, the President, or these Bylaws
prescribe.
 
      Section 31. Secretary. The Secretary shall keep or cause to be kept a book
of minutes at the registered office of all meetings of directors and
stockholders, setting forth the time and place of each meeting, the manner by
which any required notice was given, whether the meeting was a regular or
special meeting, and if a special meeting how authorized, the names of directors
present at a board meeting, the number of shares present or represented at
stockholders' meetings, and the proceedings thereof.
 
      At the Corporation's registered office in Nevada or at the office of the
Corporation's registrar and transfer agent, if any, the Secretary shall keep or
cause to be kept in any form permitted by law a stock ledger or duplicate stock
ledger showing the names of the stockholders and their addresses; the number and
class or classes of shares held by each; the number and date of the certificates
issued for shares; and the number and date of cancellation of every certificate
for shares surrendered for cancellation. The Secretary shall also keep or cause
to be kept certified copies of the Corporation's articles of incorporation and a
copy of these Bylaws, and any and all amendments thereto.
 
      The Secretary shall give or cause to be given any and all notices of
meetings of the stockholders or the board of directors required by these Bylaws
or by law to be given. The Secretary shall have such other powers and perform
such other duties as may be prescribed by the board of directors, by the
President, or by these Bylaws.
 
      Section 32. Treasurer and Chief Financial Officer. The Treasurer shall be
the chief financial officer of the Corporation. The Treasurer shall keep and
maintain or cause to be kept and maintained adequate and correct accounts of the
properties and business transactions of the Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus, and shares. The books of account shall at all times be open to
inspection by any director.
 
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      The Treasurer shall deposit all moneys and other valuables in the name and
to the credit of the Corporation with such depositaries 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. The Treasurer shall
render to the President and the directors, whenever they request it, an account
of all of his or her transactions as Treasurer and of the financial condition of
the Corporation. The Treasurer shall have such other powers and perform such
other duties as may be prescribed by the board of directors, by the President,
or by these Bylaws.
 
                             CERTIFICATES FOR SHARES
 
      Section 33. Certificates of Stock. A certificate or certificates for
shares of the capital stock of the Corporation shall be issued to each
stockholder, unless the directors provide by resolution for issuance of
uncertificated shares. All certificates for shares shall be signed by the
President, a Vice Chairman, or a Vice President, and by the Secretary or an
Assistant Secretary. Certificates for shares shall certify the number and class
of shares held in the Corporation, but no certificate for shares shall be
executed or delivered until those shares are fully paid. When a certificate is
countersigned by an incorporated transfer agent or registrar, the signature of
any of said officers of the Corporation may be facsimile, engraved, stamped, or
printed. Although any officer of the Corporation whose manual or facsimile
signature is affixed to a certificate so countersigned ceases to be an officer
before the certificate is delivered, the certificate nevertheless shall be
effective in all respects when delivered. The directors may provide by
resolution that some or all of any or all classes and series of shares shall be
uncertificated shares, as provided in Nevada Revised Statutes section 78.235.
 
      Section 34. Lost, Stolen and Destroyed Certificates. The Corporation may
issue a new certificate for shares in place of any certificate theretofore
issued by it and alleged to have been lost, stolen or destroyed. However, in its
discretion the board may require the owner or the owner's legal representative
to (a) advertise the same in such manner as the board shall require, (b) give
the Corporation a written affidavit that the certificate has been lost, stolen
or destroyed, and (c) give the Corporation a bond or indemnity satisfactory to
the board, which bond or indemnity shall contain such terms as the board may
require to protect the Corporation or any person injured by the execution and
delivery of a new certificate.
 
      Section 35. Stock Transfers. Shares of the Corporation shall be
transferable upon its books or the books of any registrar or transfer agent
designated by the board of directors by the holder or holders thereof in person
or by a duly authorized attorney upon surrender and cancellation of certificates
(in the case of certificated shares) for a like number of shares of the same
class or series, with duly executed assignment and power of transfer endorsed
thereon or attached thereto, and with such proof of authenticity of the
signatures to the assignment and power of transfer as the Corporation or its
agents may reasonably require.
 
      Section 36. Transfer Agent and Registrar. The board may appoint and revoke
the appointment of transfer agents and registrars, and may require all
certificates for shares to bear the signatures of transfer agents and
registrars, or any of them. The board shall have authority to make all such
rules and regulations as the board may deem expedient concerning the issue,
transfer, and registration of certificated and uncertificated shares of the
Corporation.
 
                          INDEMNIFICATION AND INSURANCE
 
      Section 37. Indemnification. (a) Power to Indemnify in Actions, Suits or
Proceedings Other than those by or in the Right of the Corporation. 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, except an
action by or in the right of the Corporation, by reason of the fact that he or
she is or was a director, officer, employee, or agent of the Corporation, or is
or was serving at the request of the Corporation as director, officer, employee,
or agent of another corporation, partnership, trust, joint venture, or other
enterprise against expenses, including attorneys' fees,
 
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judgment, fines, and amounts paid in settlement actually and reasonably incurred
in connection with the action, suit, or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to a criminal action or
proceeding, had no reasonable cause to believe his or her 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,
does not, of itself, create a presumption that the person did not act in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interest of the Corporation, or that, with respect to any criminal
action or proceeding, he or she had reasonable cause to believe that his or her
conduct was unlawful.
 
      (b) Power to Indemnify in Actions, Suits or Proceedings by or in the Right
of the Corporation. 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 or she is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred in the defense or settlement of the actions or suit if he or
she acted in good faith and in a manner which he or she reasonably believed to
be in or not opposed to the best interests of the Corporation. Indemnification
may not be made for any claim, issue, or matter as to which such a person has
been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the Corporation or for amounts paid in
settlement to the Corporation, unless and only to the extent that the court in
which the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.
 
      (c) Mandatory Indemnification. To the extent 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 referred to in
paragraphs (a) or (b), or in defense of any claim, issue, or matter therein, he
or she must be indemnified by the Corporation against expenses actually and
reasonably incurred in the defense.
 
      (d) Authorization of Indemnification. Any indemnification under paragraphs
(a) and (b), unless ordered by a court or advanced pursuant to paragraph (e)
below, must 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. The determination must be made --
 
      1) By the stockholders,
 
      2) By the board of directors by majority vote of a quorum consisting of
      directors who were not parties to the act, suit, or proceeding,
 
      3) If a majority vote of a quorum consisting of directors who were not
      parties to the act, suit, or proceeding so orders, by independent legal
      counsel in a written opinion, or
 
      4) If a quorum consisting of directors who were not parties to the act,
      suit, or proceeding cannot be obtained, by independent legal counsel in a
      written opinion.
 
      (e) Advancement of Expenses. The expenses of officers and directors
incurred in defending a civil or criminal action, suit, or proceeding shall be
paid by the Corporation as they are incurred and in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he or she is not
entitled to be indemnified by the Corporation. The provisions of this paragraph
do not affect any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any contract or otherwise
by law.
 
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      (f) Indemnification Hereunder not Exclusive; Continuation After Cessation
of Service. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this Section 36 --
 
      1)    Does not exclude any other rights to which a person seeking
            indemnification or advancement of expenses may be entitled under the
            articles of incorporation or any Bylaw, agreement, vote of
            stockholders or disinterested directors, or otherwise, for either an
            action in his or her official capacity or an action in another
            capacity while holding office, except that indemnification, unless
            ordered by a court pursuant to paragraph (b) above or for the
            advancement of expenses made pursuant to paragraph (e) above, may
            not be made to or on behalf of any director or officer if a final
            adjudication establishes that his or her acts or omissions involved
            intentional misconduct, fraud, or a knowing violation of the law and
            was material to the cause of action, and
 
      2)    Continues for a person who has ceased to be a director, officer,
            employee, or agent and inures to the benefit of the heirs,
            executors, and administrators of such a person.
 
      Section 38. Insurance. To the full extent then permitted by law and
authorized by the board of directors, the Corporation may purchase and maintain
insurance or furnish similar protection, including but not limited to trust
funds, letters of credit, or self-insurance, on behalf of or for any persons
described in Section 37 of these Bylaws against any liability asserted against
and incurred by any such person in any such capacity, or arising out of his or
her status as such, regardless of whether the Corporation would have the power
to indemnify such person against such liability. Insurance may be purchased from
or maintained with a person in which the Corporation has a financial interest.
 
      Section 39. Agreements. With approval of the board of directors, the
Corporation may enter into agreements with any persons whom the Corporation may
indemnify under the articles of incorporation, these Bylaws, or under law and
undertake thereby to indemnify such persons and to pay the expenses incurred by
them in defending any action, suit or proceeding against them, regardless of
whether the Corporation would have the power under law, the articles of
incorporation, or these Bylaws to indemnify any such person.
 
                           TRANSACTIONS WITH INSIDERS
 
      Section 40. Transactions Between The Corporation And Its Directors. (a)
Corporation and Directors and Officers. No contract or other transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any corporation, firm, or association in which one or more of
its directors or officers is a director or officer or has a material financial
interest, is either void or voidable because the director or officer or the
other corporation, firm, or association are parties or because the director or
officer is present at the meeting of the board or a committee thereof that
authorizes, approves, or ratifies the contract or transaction, or joins in the
execution of a written consent that authorizes, approves, or ratifies the
contract or transaction, or votes on the approval or authorization of the
contract or transaction and such votes are counted for that purpose, if --
 
            1)   The material facts as to the transaction and as to such
      director's or officer's interest are fully disclosed or known to the
      stockholders, and the contract or transaction is approved or ratified by
      the affirmative vote of a majority of the voting power, including shares
      owned by the interested director or officer, or
 
            2)   The material facts as to the transaction and as to such
      director's or officer's interest are fully disclosed or known to the board
      or committee, and the board or committee authorizes,
 
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      approves, or ratifies the contract or transaction in good faith by a vote
      sufficient for the purpose without counting the vote of any interested
      director or directors, or
 
            3)   As to contracts or transactions not approved as provided above,
      the person asserting the validity of the contract or transaction sustains
      the burden of proving that the contract or transaction was fair to the
      Corporation at the time it was authorized, approved, and ratified.
 
            (b) Interested Directors. Interested or common directors may be
counted in determining the presence of a quorum at a meeting of the board or
committee thereof that authorizes, approves, or ratifies a contract or
transaction. If the votes of the interested director or directors are not
counted at the meeting, a majority of the disinterested directors may authorize,
approve, or ratify the contract or transaction.
 
            (c) Loans and Extensions of Credit. For purposes of this Section,
the term "transaction" does not include loans or extensions of credit in the
ordinary course of business.
 
                                  MISCELLANEOUS
 
      Section 41. Checks, Drafts, et cetera. All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness that are
issued in the name of or payable to the Corporation shall be signed or endorsed
by such person or persons and in such manner as shall be determined by
resolution of the board of directors from time to time.
 
      Section 42. Execution of Contracts. Except as may be otherwise provided in
these Bylaws, the board of directors may authorize any officer or agent of the
Corporation to enter into any contract, deed, or lease, or to execute any
instrument in the name of or on behalf of the Corporation, and the authority may
be general or confined to specific instances.
 
      Section 43. Representation of Shares in Other Corporation or Corporations.
The President, a Vice Chairman, any Vice President, the Secretary, and the
Treasurer of this Corporation are authorized to vote, represent, and exercise on
behalf of the Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of the Corporation. The
authority herein granted to said officers to vote or represent on behalf of the
Corporation any and all shares held by this Corporation in any other corporation
or corporations may be exercised either by the officers in person or by any
person authorized to do by proxy or by power of attorney duly executed by the
officers.
 
      Section 44. Titles and Subtitles. Titles and subtitles are used in these
Bylaws for convenience in reference only, and do not necessarily mean or imply
that all provisions with reference to any particular topic are contained in the
Section headed by a particular title or subtitle.
 
      Section 45. Amendments of the Bylaws. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote of stockholders entitled to
exercise a majority of the voting power of the corporation or by the written
assent of such stockholders. Subject to the right of stockholders to adopt,
amend, or repeal Bylaws as provided above, Bylaws may be adopted, amended, or
repealed by the Board of Directors.
 
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