Loading...
Docoh

FinWise Bancorp (FINW)

Filed: 15 Jul 21, 5:13pm

Exhibit 3.2

RESTATED

BYLAWS OF

ALL WEST BANCORP

AS ADOPTED

EFFECTIVE MAY 15, 2012


RESTATED

BYLAWS OF

ALL WEST BANCORP

TABLE OF CONTENTS

Article I  Purposes
 1
 Section 1.01Purpose 1
    
Article II  Offices
 1
 Section 2.01Offices 1
 Section 2.02Registered Office 1
    
Article III – Shareholders
 1
 Section 3.01Annual Meeting 1
 Section 3.02Special Meeting 1
 Section 3.03Place of Meeting 2
 Section 3.04Action Without a Meeting 2
 (a) Action By Written Consent 2
 (b) Notice of Action 2
 (c) Withdrawal of Consent 2
 (d) Effective Date of Action 2
 (e) Election of Directors 3
 (f) Record Date 3
 Section 3.05Notice of Meeting 3
 (a) Notice Required 3
 (b) Exception to Notice Requirement 3
 (c) Contents of Notice 3
 (d) Waiver of Notice 4
 (e) Waiver by Attendance 4
 Section 3.06Record Date . 4
 (a)  Fixing of Record Date 4
 (b) Default Record Date 4
 (c) Adjournment 5
 Section 3.07Record Date of Dividends and Other Distributions 5
 Section 3.08Meetings by Telecommunication 5
 Section 3.09Voting Lists 5
 (a) Requirements for Voting List 5
 (b) Inspection of Voting List Prior to a Meeting 5
 (c) Inspection of Voting List at the Meeting
 5
 (d)  Effect on Meeting 5

-i-


 Section 3.10Proxies 5
 (a) Manner of Voting 5
 (b) Appointment of Proxy 6
 (c) Effective Date 6
 (d) Term 6
 (e) Revocation 6
 Section 3.11Voting Entitlement of Shares 6
 Section 3.12Quorum 6
 Section 3.13Vote Required to take Action for Other than Election of Directors 6
 Section 3.14Voting for Directors 6
 (a)  Manner of Voting 6
 (b)  Vote Required 6
 Section 3.15Conduct of Meetings 7
    
Article IV – Board of Directors
 7
 Section 4.01General Powers 7
 Section 4.02Number 7
 Section 4.03Chair 7
 Section 4.04Election 7
 Section 4.05Term 7
 Section 4.06Qualifications 8
 Section 4.07Resignation 8
 Section 4.08Removal 8
 (a) Shareholders' Right to Remove Directors 8
 (b) Notice Requirement 8
 (c) Vote Required 8
 Section 4.09Vacancies 8
 Section 4.10Compensation 8
 Section 4.11Regular Meetings 8
 Section 4.12Special Meetings 9
 Section 4.13Action Without a Meeting 9
 Section 4.14Notice of Special Meetings 9
 Section 4.15Waiver of Notice 9
 (a) Written Waiver 9
 (b) Waiver by Attendance 9
 Section 4.16Quorum 10
 Section 4.17Manner of Acting 10
 Section 4.18Meetings by Telecommunication 10
 Section 4.19Presumption of Assent 10
    
Article V – Committees
 10
 Section 5.01Creation of Committees 10


-ii-


 Section 5.02Membership 11
 Section 5.03Notice, Etc 11
 Section 5.04Authority 11
 Section 5.05Executive Committee 11
    
Article VI – Officers
 11
 Section 6.01Number 11
 Section 6.02Appointment and Term of Office 11
 Section 6.03Removal 12
 Section 6.04Resignation 12
 Section 6.05Vacancies 12
 Section 6.06The President/Chief Executive Officer 12
 Section 6.07The Vice President 12
 Section 6.08The Secretary 13
 Section 6.09The Chief Financial Officer/Treasurer 13
 Section 6.10Assistant Secretaries and Assistant Treasurers 13
 Section 6.11Compensation 13
    
Article VII – Certificates for Shares and Their Transfer
 13
 Section 7.01Certificates for Shares 13
 (a) Shareholder's Right to a Certificate; Contents 13
 (b) Signatures 14
 (c) Shareholder Register 14
 Section 7.02Transfers of Stock 14
 Section 7.03Regulations 14
 Section 7.04Transfer Agent 14
 Section 7.05Lost, Stolen, Destroyed, and Mutilated Certificates 14
 Section 7.06Legends 15
    
Article VIII – Contracts, Loans, Checks and Deposits
 15
 Section 8.01Contracts 15
 Section 8.02Loans 15
 Section 8.03Checks, Drafts, etc. 15
 Section 8.04Deposits 15
    
Article IX – Dividends
 15
 Section 9.01Dividends 15
    
Article X – Indemnification
 15
 Section 10.01Definitions 15
 Section 10.02Authority to Indemnify Directors 17

-iii-


 Section 10.03Mandatory Indemnification of Directors 17
 Section 10.04Advance of Expenses for Directors 18
 Section 10.05Court-Ordered Indemnification of Directors 18
 Section 10.06Determination of Indemnification of Directors 18
 Section 10.07Indemnification of Officers, Employees, Fiduciaries, and Agents 19
 Section 10.08Insurance 20
 Section 10.09Limits on Directors' Liability 20
 Section 10.10Savings Clause 20
    
Article XI – Miscellaneous
 20
 Section 11.01Seal 20
 Section 11.02Amendments 20
 Section 11.03Fiscal Year 21
 Section 11.04Voting of Stock in Other Corporations 21
    
Secretary’s Certificate 22

-iv-

RESTATED

BYLAWS OF

ALL WEST BANCORP

Article I - Purposes

Section 1.01  Purpose.  This corporation is organized for any and all lawful purposes for which corporations may be organized under the Utah Revised Business Corporation Act, as amended, as set forth in the corporation's Articles of Incorporation, including, without limitation, to engage in the commercial banking business under the provisions of Chapter 3 of Title 7 of the Utah Code Annotated.

Article II - Offices

Section 2.01  Offices.  The principal office of the corporation may be located at any place, either in or outside the State of Utah, as designated in the corporation’s most current Annual Report filed with the Utah Division of Corporations and Commercial Code.  The corporation may have such other offices, either in or outside the State of Utah, as the board of directors may designate or as the business of the corporation may require from time to time.  The corporation shall maintain at its principal office a copy of certain records, as specified in Section 16-10a-1601 of the Utah Revised Business Corporation Act.

Section 2.02  Registered Office.  The registered office of the corporation, required by Section 16-10a-501 of the Utah Revised Business Corporation Act, shall be located in the State of Utah and may be, but need not be, identical with the corporation’s principal office (if located in the State of Utah).  The address of the registered office may be changed from time to time.



Article III - Shareholders

Section 3.01  Annual Meeting.  The corporation shall hold an annual meeting of shareholders at such time, date and place as the board of directors shall determine, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

Section 3.02  Special Meeting.  The corporation shall hold a special meeting of the shareholders:

(i)          on call of its board of directors, the chairman of the board of directors or the president/chief executive officer; or

-1-

(ii)        if the holders of shares representing at least ten percent (10%) of all the votes entitled to be cast on any issue that is proposed to be considered at a special meeting sign, date and deliver to the corporation’s secretary one or more written demands for the meeting, stating the purpose or purposes for which it is to be held.

Section 3.03  Place of Meetings.  The board of directors may designate any place, either in or outside the State of Utah, as the place at which any annual or special meeting is to be held.  If no designation is made, the meeting shall be held at the corporation’s principal office.

Section 3.04  Action Without a Meeting

(a)         Action By Written Consent.  Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting and without prior notice if one or more consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted.

(b)         Notice of Action.  Unless the written consents of all shareholders entitled to vote have been obtained, notice of any shareholder approval without a meeting shall be given at least ten (10) days before the consummation of the action authorized by the approval to:

(i)          those shareholders entitled to vote who have not consented in writing; and

(ii)         those shareholders not entitled to vote and to whom the Utah Revised Business Corporation Act requires that notice of the proposed action be given.

The notice must contain or be accompanied by the same material that, under the Utah Revised Business Corporation Act and these Bylaws, would have been required to be sent in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

(c)         Withdrawal of Consent.  Any shareholder giving a written consent, or the shareholder’s proxyholder, or a transferee of the shares or a personal representative of the shareholder or their respective proxyholder, may revoke the consent by a signed writing describing the action and stating that the shareholder’s prior consent is revoked, if the writing is received by the corporation prior to the effectiveness of the action.

(d)         Effective Date of Action.  An action taken pursuant to this Section 3.04 is not effective unless all written consents on which the corporation relies for the taking of an action pursuant to subsection (a) are received by the corporation within a sixty (60) day period and not revoked pursuant to subsection (c).  Action taken pursuant to this Section 3.04 is effective as of the date the last written consent necessary to effect the action is received by the corporation, unless all of the written consents necessary to effect the action specify a later date as the effective date of the action, in which case the later date shall be the effective date of the action.  If the corporation has received written consents as contemplated by subsection (a) signed by all shareholders entitled to vote with respect to the action, the effective date of the action may be any date that is specified in all the written consents as the effective date of the action.

-2-

(e)         Election of Directors.  Notwithstanding subsection (a), directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.

(f)          Record Date.  If not otherwise determined under Section 3.06 of these Bylaws, the record date for determining shareholders entitled to take action without a meeting or entitled to be given notice under subsection (b) of action so taken is the date the first shareholder delivers to the corporation a writing upon which the action is taken pursuant to subsection (a).

Section 3.05  Notice of Meeting.

(a)         Notice Required.  The corporation shall give notice to shareholders of the date, time and place of each annual and special shareholders’ meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date.  Notice shall be deemed effective at the earlier of (i) when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock transfer books of the corporation, with postage thereon prepaid; (ii) on the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; (iii) when received; or (iv) five (5) days after deposit in the United States mail, if mailed postpaid and correctly addressed to an address other than that shown in the corporation’s current record of shareholders.

(b)         Exception to Notice Requirement.  Notwithstanding any requirement in these Bylaws or elsewhere that notice be given, the corporation shall not be required to give notice to any shareholder to whom:

(i)          a notice of two (2) consecutive annual meetings, and all notices of meetings during the period between the two (2) consecutive annual meetings, have been mailed, addressed to the shareholder at the shareholder's address as shown on the corporation’s records, and have been returned undeliverable; or

(ii)         at least two (2) payments, if sent by first class mail, of dividends or interest on securities during a twelve (12) month period, have been mailed, addressed to the shareholder at the shareholder’s address as shown on the records of the corporation, and have been returned undeliverable.

(c)         Contents of Notice.

(i)          The notice of every shareholders’ meeting must state the place, day and time of the meeting.

(ii)         Notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called, except for those matters specified by law or these Bylaws for which specific notice must be given.

-3-

(iii)        Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.

(iv)        If a purpose of any shareholder meeting is to consider either (1) a proposed amendment of the Articles of Incorporation (including any restated Articles requiring shareholder approval); (2) a plan of merger or share exchange; (3) the sale, lease, exchange or other disposition of all, or substantially all of the corporation’s property; (4) the dissolution of the corporation; or (5) the removal of a director, the notice must so state and be accompanied by respectively a copy or summary of the (1) amendment; (2) plan of merger or share exchange; and (3) a description of the transaction involving the disposition of all or substantially all the corporation’s property.  If the proposed corporate action creates dissenters’ rights under Part 13 of the Utah Revised Business Corporation Act, the notice must state that shareholders are, or may be, entitled to assert dissenters’ rights, and must be accompanied by a copy of such Part 13.

(d)         Waiver of Notice.  A shareholder may waive any notice required by these Bylaws, before or after the date and time stated in the notice as the date or time when any action will occur or has occurred.  The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(e)         Waiver by Attendance.  A shareholder’s attendance at a meeting:

(i)          waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice; and

(ii)         in the case of a special meeting, waives objection to consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

Section 3.06  Record Date for Meetings and Other Actions.

(a)         Fixing of Record Date.  The board of directors by resolution may fix a record date in order to determine the shareholders entitled to receive notice of a shareholders’ meeting, and to determine the shareholders who are entitled to take action without a meeting, to demand a special meeting, to vote, or to take any other action.  Such record date may not be more than seventy (70) days before the meeting or action requiring the determination of shareholders.

(b)         Default Record Date.  If the board of directors does not fix a record date, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is the close of business on the date before the first notice is delivered to shareholders.

-4-

(c)          Adjournment.  A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

Section 3.07  Record Date of Dividends and Other Distributions.  The board of directors may fix a future date as the record date for determining shareholders entitled to dividends and other distributions, other than one involving a purchase, redemption, or other acquisition of the corporation’s shares. If the board of directors does not fix a record date, the record date is the date the board of directors authorizes the distribution.

Section 3.08  Meetings by Telecommunication.  Shareholders may participate in a meeting by, or the meeting may be conducted through the use of, conference telephone or similar means of communication by which all persons participating in the meeting can hear one another during the meeting.  A shareholder participating in a meeting by this means is considered to be present at the meeting.

Section 3.09  Voting Lists.

(a)         Requirements for Voting List.  After fixing a record date for a shareholders’ meeting, the corporation shall prepare a list of the names of all its shareholders who are entitled to be given notice of the meeting.  The list must be arranged by voting group, and within each voting group by class or series of shares.  The list must be alphabetical within each class or series and must show the address of, and the number of shares held by, each shareholder.

(b)         Inspection of Voting List Prior to a Meeting.  The shareholders’ list must be available for inspection by any shareholder, beginning on the earlier of ten (10) days before the meeting for which the list was prepared or two (2) business days after notice of the meeting is given and continuing through the meeting and any meeting adjournments, at the corporation’s principal office or at a place identified in the meeting notice in the city in which the meeting will be held.

(c)         Inspection of Voting List at the Meeting.  The corporation shall make the shareholders’ list available at the meeting, and any shareholder, or any shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment, for any purpose germane to the meeting.

(d)         Effect on Meeting.  The corporation’s refusal or failure to prepare or make available the shareholders’ list does not affect the validity of action taken at the meeting.

Section 3.10  Proxies.

(a)         Manner of Voting.  At all meetings of shareholders, a shareholder may vote his or her shares in person or by proxy.

-5-

(b)         Appointment of Proxy.  A shareholder may appoint a proxy by signing an appointment form, either personally or by the shareholder’s attorney in fact.

(c)         Effective Date.  A proxy is effective when received by the corporation.

(d)         Term.  A proxy is valid for eleven (11) months unless a longer period is expressly provided in the appointment form.

(e)         Revocation.  An appointment of a proxy is revocable by the shareholder, and is revoked upon the death or incapacity of the shareholder (upon receipt of notice of either event by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the authority under the appointment), unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

Section 3.11  Voting Entitlement of Shares.  Each outstanding share entitled to vote is entitled to one (1) vote upon each matter submitted to a vote at a meeting of shareholders.

Section 3.12  Quorum.  Shares entitled to vote at a meeting may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter.  A 65% majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter.  Once a quorum is present, it shall be deemed to continue for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

Section 3.13  Vote Required to take Action for Other than Election of Directors.  If a quorum exists, action on a matter, other than the election of directors, is approved by the affirmative vote of 65% of the then-outstanding shares of Capital Stock.

Section 3.14  Voting for Directors

(a)         Manner of Voting.  At each election of directors, every shareholder entitled to vote at the election has the right to cast, in person, or by proxy, all of the votes to which the shareholder's shares are entitled for as many persons as there are directors to be elected and for whose election the shareholder has the right to vote.  Shareholders shall have the right to cumulate their votes for the election of directors and give all votes to one director or divide them among several.

(b)         Vote Required.  Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election, at a meeting of shareholders at which a quorum is present.

-6-

Section 3.15  Conduct of Meetings. The board of directors may adopt by resolution such rules and regulations for the conduct of meetings of shareholders as it shall deem appropriate.  Except to the extent inconsistent with such rules and regulations adopted by the board of directors, the chair of any meeting of shareholders shall have the right and authority to prescribe such rules, regulations and procedures and to all such acts as, in the judgment of the chair, are appropriate for the conduct of the meeting.  Such rules, regulations and procedures, whether adopted by the board of directors or prescribed by the chair, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting, (b) rules and procedures for maintaining order at the meeting and the safety of those present, (c) limitations on attendance at or participation in the meeting to shareholders of record, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine, (d) restrictions on entry to the meeting after the time fixed for commencement thereof, and (e) limitations on the time allotted to questions or comments by participants.  Unless and to the extent determined by the board of directors or the chair of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Article IV - Board of Directors

Section 4.01  General Powers.  The business and affairs of the corporation shall be managed under the direction of its board of directors.

Section 4.02  Number.  The number of directors of the corporation shall be not less than five (5) nor more than nine (9), with the exact number of directors within such parameters to be set by resolution of the board of directors from time to time; provided that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

Section 4.03  Chair.  One (1) director may be designated by a majority of the full board of directors as chair of the board.  The chair of the board shall preside at all meetings of the board of directors.

Section 4.04  Election.  The directors shall be elected at each annual meeting of the shareholders.  If the directors are not elected at an annual meeting, or if an annual meeting is not held, then the directors may be elected at any special meeting of the shareholders held for that purpose.

Section 4.05  Term and Classification of Directors.  The Board shall be divided into three classes, the members of each class to serve for three years.  The number of directors serving in each class shall be equal as nearly as possible.  At the annual meeting of shareholders at which an amendment to the articles of incorporation is approved to divide the board into classes, the directors of one class (Class III) shall be elected for a three year term, the directors of the second class (Class II) shall be elected for a two year term, and the directors of the third class (Class I) shall be elected for a one year term, each term ending at the annual meeting of shareholders held at or near the end of such term.  At each annual meeting thereafter, directors shall be elected to fill the directorships of the class of directors whose terms have expired.  Those directors shall hold office for a three year term following their election or until such time as their successors shall have been elected and qualified.

-7-


Section 4.06  Qualifications.  Directors need not be residents of the State of Utah or shareholders of the corporation.  However, a majority of the directors shall be directors who do not have “control” over the corporation as the term “control” is defined herein.  For purposes of this Bylaw, a director shall be deemed to have “control” over the corporation if: (a) such director directly or indirectly or acting through one or more other persons owns, controls, or has power to vote 25 per centum or more of any class of voting securities of the corporation; (b) such director controls in any manner the election of a majority of the directors of the corporation; or (c) the Federal Deposit Insurance Corporation or the Utah Commissioner of Financial Institutions determines, after notice and opportunity for hearing in the manner contemplated by 12 U.S.C. § 1841(a)(2)(C), that such director directly or indirectly exercises a controlling influence over the management or policies of the corporation.

Section 4.07  Resignation.  Any director of the corporation may resign at any time by giving written notice to the corporation.  A resignation is effective when the notice is received by the corporation unless the notice specifies a later effective date.

Section 4.08  Removal.

(a)         Shareholders’ Right to Remove Directors.  The shareholders may remove one or more directors with or without cause.  A director may be removed only at a meeting called for that purpose.

(b)         Notice Requirement.  The notice of the meeting at which a director is to be removed must state that the purpose, or one of the purposes, of the meeting is to remove the director.

(c)         Vote Required.  A director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast against removal.

Section 4.09  Vacancies.  Any vacancy occurring among the directors, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by the shareholders.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 4.10  Compensation.  By resolution of the board of directors, 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 stated salaries as directors.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 4.11  Regular Meetings.  By resolution, the board of directors may determine the time and place, either within or without the State of Utah, for the holding of regular meetings without other notice than such resolution; provided, that a quorum of the board of directors shall meet at least as frequently as once a quarter, or a frequently as otherwise required at any time by the provisions of Utah Code Annotated § 7-3-32, as amended from time to time.

-8-

Section 4.12  Special Meetings.  Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president/chief executive officer or any three (3) directors.  The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the State of Utah, as the place for holding any special meeting of the board of directors called by them.

Section 4.13  Action Without a Meeting.  Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors.  Such consent has the same force and effect as a unanimous vote of the directors.  Action taken under this provision is effective at the time the last director signs a writing describing the action taken, unless, prior to that time, any director has revoked a consent by a writing signed by the director and received by the secretary or any other person authorized by the Bylaws or the board of directors to receive the revocation, or unless the consent specifies a different effective time.  This section shall not substitute for the requirement that a quorum of the board of directors of the corporation meet at least as frequently as required under the provisions of Utah Code Annotated § 7-3-32, as amended from time to time.

Section 4.14  Notice of Special Meetings.  Notice of any special meeting shall be given at least two (2) days prior to the date of the meeting.  Notice must be in writing unless oral notice is reasonable under the circumstances.  Notice may be communicated in person, by any form of electronic communication, or by mail or private carrier.  The notice need not describe the purpose of the special meeting, unless otherwise required by law or these Bylaws.  Notice shall be effective at the earliest of the following:

(i)          when received;

(ii)         five (5) days after it is mailed;

(iii)        on the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

Section 4.15  Waiver of Notice.

(a)         Written Waiver.  Any director may waive notice of any meeting before or after the date and time of the meeting stated in the notice.  Except as provided in subsection (b), below, the waiver must be in writing and signed by the director entitled to notice.  The waiver shall be delivered to the corporation for filing with the corporate records, but delivery and filing are not conditions to its effectiveness.

(b)         Waiver by Attendance.  The attendance of a director at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director’s arrival, objects to the holding of the meeting or the transacting of business at the meeting because of lack of notice or defective notice, and does not thereafter vote for or assent to action taken at the meeting.

-9-

Section 4.16  Quorum.  A majority of the number of directors fixed by Section 4.02 of these Bylaws constitutes a quorum for the transaction of business at any meeting of the board of directors.

Section 4.17  Manner of Acting.  The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board of directors.  Voting by proxy is not permitted.  The minutes of each meeting of the board of directors shall be kept by the secretary of the corporation and maintained at the head office of the corporation in accordance with the requirements of Utah Code Annotated § 7-3-32.

Section 4.18  Meetings by Telecommunication.  The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting.  A director participating in a meeting by this means is considered present in person at the meeting.

Section 4.19  Presumption of Assent.  A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken is presumed to have assented to the action taken unless:

(i)          the director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting;

(ii)         the director contemporaneously requests that his dissent or abstention as to any specific action be entered into the minutes of the meeting; or

(iii)        the director causes written notice of a dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the corporation promptly after adjournment of the meeting.

The right of dissent under this Section as to a specific action shall not be available to a director who votes in favor of the action taken.

Article V - Committees

Section 5.01  Creation of Committees.  The board of directors by resolution adopted by a majority of the number of directors fixed by Section 4.02 of these Bylaws may appoint such committees from time to time, either standing or ad hoc, as it deems necessary or appropriate, including but not limited to an executive committee as described in Section 5.05 below.  The board of directors shall appoint a standing Audit Committee, and the members of such Audit Committee shall all be directors who do not have “control” of the corporation as the term “control” is defined in Section 4.06 of these Bylaws.

-10-

Section 5.02  Membership.  Each committee shall consist of not less than two (2) directors, who shall serve at the pleasure of the board of directors.

Section 5.03  Notice, Etc.  Sections 4.08  through 4.17 of these Bylaws, which govern meetings, actions without meetings, notice, waiver of notice, and quorum and voting requirements of the board of directors, shall apply to committees and their members, as well.

Section 5.04  Authority.  Each committee shall have and may exercise all the authority specified in the resolution by which it is created, except that no committee shall have any authority to adopt a plan of merger or consolidation, to recommend to the shareholders the sale, lease or other disposition of all or substantially all of the property or assets of the corporation other than in the usual and regular course of its business, to recommend to the shareholders a voluntary dissolution of the corporation, or to amend the Bylaws of the corporation.

Section 5.05  Executive Committee.  The executive committee of the board of directors, if created pursuant to Section 5.01 of these Bylaws, shall consist of two (2) or more directors.  When the board of directors is not in session, the executive committee shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee, and except as limited by Section 5.04 of these Bylaws.

Article VI - Officers

Section 6.01  Number.  The corporation shall have such officers as may be determined by the board of directors, which shall include a president/chief executive officer, a chief financial officer/treasurer, and a chief credit analyst, and which also may include a vice president, a secretary, and an assistant treasurer, each of whom shall be appointed by the board of directors.  One or more additional vice presidents (the number to be determined by the board of directors) and such other officers and assistant officers and agents as may be deemed necessary may also be appointed by the board of directors.  The board of directors may delegate to any officer of the corporation or any committee of the board of directors the power to appoint, remove and prescribe the duties of such other officers, assistant officers, agents and employees.  The chief credit analyst shall perform all of the duties incident to the office of chief credit analyst and such other duties as from time to time may be assigned to him or her by the president/chief executive officer or by the board of directors.  Different persons shall hold the required officer positions of president/chief executive officer and chief financial officer/treasurer.  With respect to all other officer positions, any two (2) or more offices may be held by the same person.

Section 6.02  Appointment and Term of Office.  The officers of the corporation shall be appointed by the board of directors or by any officer to whom or committee of the board of directors to which the power of appointment has been delegated.  Each officer shall hold office until such officer’s successor has been appointed or until such officer’s death or until such officer shall resign or shall have been removed in the manner provided below.  The appointment of an officer shall not itself create any contract rights with the corporation.

-11-

Section 6.03  Removal.  Any officer, assistant, agent or employee may be removed, with or without cause, at any time by the board of directors, or by any officer to whom or committee of the board of directors to which such power of removal has been delegated, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 6.04  Resignation.  An officer may resign at any time by giving written notice of resignation to the corporation.  A resignation of an officer is effective when it is received by the corporation, unless the notice specifies a later effective date.  An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.

Section 6.05  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors or by any officer to whom or committee of the board of directors to which such power has been delegated.

Section 6.06  The President/Chief Executive Officer.  The president/chief executive officer, unless otherwise specified by the board of directors, shall be the chief executive officer of the corporation and, under the direction of the board of directors, shall in general supervise and control all the business and affairs of the corporation.  The president/chief executive officer shall, when present, preside at all meetings of the shareholders and, in the absence of the chair of the board, at meetings of the board of directors.  The president/chief executive officer may hire, prescribe the duties of, and fire employees, and may delegate such authority in whole or in part to any other officer or employee.  The president/chief executive officer may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates for shares of the corporation, and any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president/chief executive officer and such other duties as may be prescribed by the board of directors from time to time.

Section 6.07  The Vice President.  In the absence of the president/chief executive officer, or in the event of the president/chief executive officer’s death, inability or refusal to act, the vice president (or in the event there is more than one vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president/chief executive officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president/chief executive officer.  Any vice president may sign, with the secretary or an assistant secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him or her by the president/chief executive officer or by the board of directors.

-12-

Section 6.08  The Secretary.  The secretary shall (a) keep the minutes of the shareholders' and of the board of directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and affix such seal to documents when authorized; (d) keep a register of the address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president/chief executive officer, or a vice president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; (g) maintain the records required under Section 16-10a-1601 of the Utah Revised Business Corporation Act, and (h) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president/chief executive officer or by the board of directors.  In the absence of a secretary and any assistant secretaries, the president/chief executive officer shall perform these duties.

Section 6.09  The Chief Financial Officer/Treasurer.  If required by the board of directors, the chief financial officer/treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors shall determine.  He or she shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Section 8.04 of these Bylaws; and (c) in general perform all of the duties incident to the office of chief financial officer/treasurer and such other duties as from time to time may be assigned to him or her by the president/chief executive officer or by the board of directors.

Section 6.10  Assistant Secretaries and Assistant Treasurers.  The assistant secretaries, when authorized by the board of directors, may sign with the president/chief executive officer or a vice president certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the board of directors.  The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.  The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the chief financial officer/treasurer, respectively, or by the president/chief executive officer or the board of directors.

Section 6.11  Compensation.  The compensation of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director of the corporation.

Article VII - Certificates for Shares and Their Transfer

Section 7.01  Certificates for Shares.

(a)         Shareholder's Right to a Certificate; Contents.  Every owner of shares of stock of the corporation is entitled to have a certificate or certificates, in a form approved by the board of directors, certifying the number and class and series of shares of the stock of the corporation owned by such shareholder.  Such certificates shall be consecutively numbered in the order in which they are issued.

-13-

(b)         Signatures.  Each certificate shall be signed by the president/chief executive officer or a vice president and by the secretary or an assistant secretary, or by such other officers as may be designated from time to time by the board of directors.  Any or all of the signatures on the certificates may be a facsimile.  In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any such certificate, shall cease to hold such office or position before the certificate is issued, the certificate may nevertheless be issued by the corporation with the same effect as if the person who signed the certificate, or whose facsimile signature has been placed on the certificate, still held such office or position at the date of issue.

(c)         Shareholder Register.  A record shall be kept of the names and addresses of the persons and entities owning the capital stock of the corporation, the number and class and series of shares represented by each stock certificate, and the date thereof, and when cancelled, the date of cancellation.  Every certificate surrendered to the corporation for exchange or transfer must be cancelled, and no new certificate or certificates may be issued in exchange for any existing certificate until the existing certificate has been cancelled, except in cases provided for in Section 7.05.

Section 7.02  Transfers of Stock.  Transfers of shares of stock of the corporation shall be made only on the books of the corporation by the registered holder of such shares, or by such holder’s attorney as authorized by a power of attorney duly executed and filed with the secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 7.04, and upon surrender of the certificate or certificates representing such shares properly endorsed for transfer.  The person in whose name shares of stock stand on the books of the corporation shall be deemed the owner of such shares for all purposes as regards the corporation.  Whenever any transfer of shares is made for collateral security, and not absolutely, such fact shall be indicated in the entry of transfer if, when the certificate or certificates are presented to the corporation for transfer, both the transferor and the transferee request the corporation to do so.

Section 7.03  Regulations.  The board of directors may make such rules and regulations as it deems expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates representing shares of the corporation’s capital stock.

Section 7.04  Transfer Agent.  The board of directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

Section 7.05  Lost, Stolen, Destroyed, and Mutilated Certificates.  If any stock certificate is lost, stolen, destroyed, or mutilated, the corporation may issue another certificate in its place upon proof of such loss, theft, destruction, or mutilation and upon receipt by the corporation of a bond of indemnity in such form and for such amount as the board of directors may direct; provided, however, that a new certificate may be issued without requiring any bond when the board of directors determines that it is proper.

-14-

Section 7.06  Legends.  Each stock certificate shall contain such legend or other statements as may be required by the Utah Revised Business Corporation Act, the Utah Uniform Securities Act, the federal securities laws, and any agreement between the corporation and the applicable shareholder.  Failure to comply with the requirements of this Section 7.06 shall not affect the validity of any certificate of stock which is otherwise issued in accordance with the provisions of this Article VII.

Article VIII - Contracts, Loans, Checks and Deposits

Section 8.01  Contracts.  The board of directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 8.02  Loans.  No loans may be contracted on behalf of the corporation and no promissory notes or other evidences of indebtedness may be issued in its name unless authorized by a resolution of the board of directors.  Such authority may be general or confined to specific instances.  No loan may be made by the corporation secured by its unissued shares.

Section 8.03  Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, or agent or agents, of the corporation as may from time to time be determined by resolution of the board of directors.

Section 8.04  Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may select.

Article IX - Dividends

Section 9.01  Dividends.  The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law, including without limitation in accordance with the provisions of Utah Code Annotated § 7-3-15 and Utah Code Annotated § 7-3-16, as amended from time to time, and the corporation's Articles of Incorporation.

Article X - Indemnification

Section 10.01  Definitions.  As used in this Article X:

(a)         “Corporation” includes any domestic or foreign entity that is a predecessor of the corporation by reason of a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

-15-

(b)         “Director” means an individual who is or was a director of the corporation or an individual who, while a director of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee fiduciary, or agent of another corporation or other person or of an employee benefit plan.  A director is considered to be serving an employee benefit plan at the corporation's request if his or her duties to the corporation also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan.  “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

(c)         “Expenses” include counsel fees.

(d)         “Liability” means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses.

(e)         “Officer,” “employee,” “fiduciary,” and “agent” include any person who, while serving the indicated relationship to the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, fiduciary, or agent of another corporation or other person or of an employee benefit plan.  An officer, employee, fiduciary, or agent is considered to be serving an employee benefit plan at the corporation’s request if the person’s duties to the corporation also impose duties on, or otherwise involve services by, that person to the plan or participants in, or beneficiaries of the plan.  Unless the context requires otherwise, such terms include the estates or personal representatives of such persons.

(f)          “Official capacity” means:

(i)          when used with respect to a director, the office of director in the corporation; and

(ii)         when used with respect to a person other than a director, as contemplated in Section 10.07, the office in the corporation held by the officer of the employment, fiduciary, or agency relationship undertaken by him or her on behalf of the corporation.

“Official capacity” does not include service for any other corporation, other person, or employee benefit plan.

(g)         “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

(h)         “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

-16-

Section 10.02  Authority to Indemnify Directors.

(a)         Except as provided in Subsection 10.02(d), or except to the extent that the indemnification provisions of this Article X are inconsistent with the indemnification provisions of Article VI of this corporation’s Articles of Incorporation, the corporation shall indemnify an individual made a party to a proceeding because he or she is or was a director, against liability incurred in the proceeding if:

(i)          his or her conduct was in good faith; and

(ii)         he or she reasonably believed that his or her conduct was in, or not opposed to, the corporation’s best interests; and

(iii)        in the case of any criminal proceeding, he or she had no reasonable cause to believe his conduct was unlawful.

(b)         A director’s conduct with respect to any employee benefit plan for a purpose he or she reasonably believed to be in or not opposed to the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of Subsection 10.02(a)(ii).

(c)         The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

(d)         The corporation may not indemnify a director under this section:

(i)          in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or

(ii)         in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in his or her official capacity, in which proceeding he or she was adjudged liable on the basis that he or she derived an improper personal benefit.

(e)          Indemnification permitted under this Section 10.02 in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

Section 10.03  Mandatory Indemnification of Directors.  The corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding, or in the defense of any claim, issue, or matter in the proceeding, to which he or she was a party because he or she is or was a director of the corporation, against reasonable expenses incurred by him or her in connection with the proceeding or claim with respect to which he or she has been successful.

-17-

Section 10.04  Advance of Expenses for Directors.

(a)         The corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(i)          the director furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct described in Section 10.02;

(ii)         the director furnishes to the corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and

(iii)        a determination is made that the facts then known to those making the determination would not preclude indemnification under this part.

(b)         The undertaking required by Subsection 10.04(a)(ii) must be an unlimited general obligation of the director but need not be secured and shall be accepted without reference to financial ability to make repayment.

(c)         Determination of payments under this section shall be made in the manner specified in Section 10.06.

Section 10.05  Court-Ordered Indemnification of Directors.  A director of the corporation who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction.  On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner:

(a)         if the court determines that the director is entitled to mandatory indemnification, in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; and

(b)         if the court determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the applicable standard of conduct set forth in Section 10.02 or was adjudged liable as described in Subsection 10.02(d), the court may order indemnification as the court determines to be proper, except that the indemnification with respect to any proceeding in which liability has been adjudged in the circumstances described in Subsection 10.02(d) is limited to reasonable expenses incurred.

Section 10.06  Determination of Indemnification of Directors.

(a)         The corporation may not indemnify a director under Section 10.02 unless a determination has been made in the specific case that indemnification of the director is permissible in the circumstances because the director has met the applicable standard of conduct set forth in Section 10.02.  A corporation may advance expenses to a director under Section 10.04 after the written affirmation and undertaking required by Subsection 10.04(a)(ii) are received and the determination required by Subsection 10.04(a)(iii) has been made.

-18-

(b)         The determinations required by Subsection 10.06(a) shall be made:

(i)          by the board of directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; or

(ii)         if a quorum cannot be obtained as contemplated in Subsection 10.06(b)(i), by a majority vote of a committee of the board of directors designated by the board of directors, which committee shall consist of two or more directors not parties to the proceeding, except that directors who are parties to the proceeding may participate in the designation of directors for the committee; or

(iii)        by special legal counsel:

(1)         selected by the board of directors or its committee in the manner prescribed in Subsection 10.06(b)(i) and (ii); or

(2)          if a quorum of the board of directors cannot be obtained under Subsection 10.06(b)(i) and a committee cannot be designated under Subsection 10.06(b)(ii), selected by a majority vote of the full board of directors, in which selection directors who are parties to the proceeding may participate; or

(iv)        by the shareholders, by a majority of the votes entitled to be cast by holders of qualified shares (as defined in the Utah Revised Business Corporation Act) present in person or by proxy at a meeting.

(c)          A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this section.  Shareholders’ action that otherwise complies with this section is not affected by the presence of holders, or the voting, of shares that are not qualified shares.

Section 10.07  Indemnification of Officers, Employees, Fiduciaries, and Agents.

(a)         an officer of the corporation is entitled to mandatory indemnification under Section 10.03, and is entitled to apply for court-ordered indemnification under Section 10.05, in each case to the same extent as a director;

(b)         the corporation shall indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director; and

(c)          the corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent, if not inconsistent with public policy and if provided for by specific action of the board of directors, or contract.

-19-

Section 10.08  Insurance.  The corporation may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation, or who, while serving as a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another foreign or domestic corporation or other person, or of an employee benefit plan, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have power to indemnify him or her against the same liability under Sections 10.02, 10.03 or 10.07.  Insurance may be procured from any insurance company designated by the board of directors, whether the insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has an equity or any other interest through stock ownership or otherwise.

Section 10.09  Limits on Directors' Liability.  Pursuant to the corporation’s Articles of Incorporation, and to the fullest extent permitted by the Utah Revised Business Corporation Act, as the same exists or may hereafter be amended, no director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action, as a director, except for (i) the amount of a financial benefit received by a director to which he or she is not entitled; (ii) an intentional infliction of harm on the corporation or the shareholders; (iii) a violation of Section 16-10a-842 of the Utah Revised Business Corporation Act or any similar or successor provision; or (iv) an intentional violation of a criminal law; provided, that to the extent that this provision conflicts with or contradicts the provisions of 12 C.F.R. § 359.3 with respect to a “prohibited indemnification payment,” as such term is defined in 12 C.F.R. § 359.1(l), as such regulations now exist or may hereafter be amended, such regulations shall control over the limitation of directors’ liability otherwise provided in this Section 10.09.

Section 10.10  Savings Clause.  If this Article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each officer and director as to expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether internal or external, including without limitation a grand jury proceeding and an action or suit brought by or in the right of the corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated, or by any other applicable law.

Article XI - Miscellaneous

Section 11.01  Seal.  The board of directors may provide a corporate seal, which shall be in the form of a circle and shall bear the name of the corporation and words and figures showing that the corporation was incorporated in the State of Utah and the year of incorporation.

Section 11.02  Amendments.  These Bylaws, or any of them, may be altered, amended or repealed, and new Bylaws may be made by the affirmative vote of a sixty-five percent (65%) majority of all the then-outstanding shares of capital stock at any annual meeting of shareholders, without previous notice, or at any special meeting of shareholders, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of special meeting.

-20-

Section 11.03  Fiscal Year.  Unless otherwise specified by the board of directors, the fiscal year of the corporation shall end on the last day of December in each year.

Section 11.04  Voting of Stock in Other Corporations.  Unless otherwise ordered by the board of directors, the president/chief executive officer and each vice president shall have full power and authority on behalf of the corporation to attend any meeting of shareholders of any corporation in which the corporation may hold stock, to vote the stock held by the corporation, to exercise on behalf of the corporation at any such meeting any and all of the rights and powers incident to the ownership of such stock, and to execute and deliver on behalf of the corporation proxies and consents in connection with the exercise by the corporation of the rights and powers incident to the ownership of such stock.  The board of directors may, from time to time, confer like powers upon any other person or persons.

-21-

Secretary’s Certificate

I, THE UNDERSIGNED, being the secretary of All West Bancorp, do hereby certify the foregoing to be the Bylaws of such corporation, as adopted by written consent of its board of directors dated effective as of the 15th day of May, 2012.


 
 
 /s/ Keith Terry
 
 
 Keith Terry, Secretary

-22-