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Exhibit 3.2
RESTATED BY-LAWS
OF
MORTGAGE BANKERS HOLDING CORP.
ARTICLE I
SHAREHOLDERS: MEETING AND VOTING
1.1 PLACE OF MEETINGS.
Meetings of the shareholders shall be held at the corporation's
principal office, or at such other location as shall be designated in the notice
of meeting.
1.2 Annual MEETINGS.
The annual meeting of the shareholders shall be held on the first
Thursday of June of each year, if not a legal holiday, and if a legal holiday,
then on the next succeeding business day, at the hour of 2:00 o'clock, p.m. The
time and date of such meeting may be varied by the Board of Directors provided
that notice of the varied date and time of the annual meeting is given in
accordance with these By-Laws. At the annual meeting, the shareholders shall
elect by vote a Board of Directors, consider reports of the affairs of the
corporation, and transact such other business as may properly be brought before
the meeting.
1.3 SPECIAL MEETINGS.
Special meetings of the shareholders may be called at any time by the
President, the Board of Directors, by the holders of not less than one-tenth
(1/10th) of all the shares entitled to vote at such meeting, and as otherwise
provided in the New York Business Corporation Act, as amended (the "Act").
1.4 NOTICE OF MEETINGS.
1.4.1 Written or printed notice, in a comprehensible form, stating the
date, time and place of the meeting, and in case of a special meeting, a
description of the purpose or purposes for which the meeting is called, shall be
delivered not earlier than sixty (60) nor less than ten (10) days before the
meeting date, in person, telegraph, teletype, or other form of wire or wireless
communication, by mail or private carrier, by or at the direction of the
President, Secretary, other officer or persons calling the meeting. If mailed,
the notice is effective when deposited postpaid in the United States mail,
correctly addressed to the shareholder's address shown on the Corporation's
current record of shareholders. In all other cases, the notice shall be
effective when received by the shareholders.
1.4.2 If a shareholders' meeting is adjourned to a different date, time
or place, notice need not be given of the new date, time or place, if the new
date, time or place is announced at the meeting before adjournment, unless a new
record date for the adjourned meeting is or must be fixed under the Act, in
which event notice of the adjourned meeting must be given to the persons who are
shareholders as of the new record date.
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1.5 VOTING ENTITLEMENT OF SHARES.
Unless the Articles of Incorporation provide otherwise, or except as
provided by the Act, each outstanding share, regardless of class, is entitled to
one vote on each matter voted on at a shareholders' meeting. Only shares are
entitled to vote.
1.6 QUORUM AND VOTING.
1.6.1 Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. Unless the Articles of Incorporation or the Act provides
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.
1.6.2 Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes 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.
1.6.3 If a quorum exists, action on a matter, other than the election
of directors, by a voting group, is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation or the Act requires a greater number of affirmative
votes.
1.6.4 Unless otherwise provided in the Articles of Incorporation,
Directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.
1.6.5 If the Articles of Incorporation or the Act provides for voting
by a single group on a matter, action on that matter is taken when voted upon by
that voting group in accordance with these By-Laws.
1.6.6 If the Articles of Incorporation or the Act provides for voting
for two or more on a matter, action on that matter is taken only when voted upon
by each of those counted separately as provided by these By-Laws.
1.7 PROXIES.
A shareholder may vote shares in person or by written proxy signed by
the shareholder or the shareholder's attorney in fact and delivered to the
secretary or other officer or agent of the Corporation authorized to tabulate
votes.
1.8 RECORD DATE.
The record date for determining the shareholders entitled to notice of
a shareholders' meeting, to demand a special meeting, to vote or to take other
action, shall, unless otherwise determined by the Board of Directors in advance
of such action, be the date of such notice, demand, vote, or other action.
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1.9 SHAREHOLDERS' LIST FOR MEETING.
After fixing a record date for a meeting, the corporation shall prepare
an alphabetical list of the names of all of its shareholders who are entitled to
notice of a shareholders' meeting. The list must be arranged by voting group,
and within each voting group by class or series of shares, and show the address
of and number of shares held by each shareholder. The shareholders' list must be
available for inspection by any shareholder, beginning two business days after
notice of the meeting is given for which the list was prepared and continuing
through the meeting, at the corporation's principal office or at a place
identified in the meeting notice in the city where the meeting is to take place.
The corporation shall make the shareholders' list available at the meeting, and
any shareholder, the shareholder's agent, or attorney is entitled to inspect the
list at any time during the meeting or any adjournment thereof.
ARTICLE II
DIRECTORS
2.1 POWERS.
The business and affairs of the corporation shall be managed by a Board
of Directors which shall exercise or direct the exercise of all corporate powers
except to the extent shareholder authorization is required by the Act, the
Articles of Incorporation, or these By-Laws.
2.2 NUMBER.
The number of the members of the Board of Directors shall be not less
than one, nor more than 9.
2.3 ELECTION AND TERM OF OFFICE.
Except as provided in the Articles of Incorporation, the directors
shall be elected at the annual meeting of the shareholders. The terms of office
of the directors shall begin immediately after election and shall expire at the
next annual shareholders' meeting following their election and when their
successors are duly elected and qualified. The directors need not be residents
of this state, or shareholders of the corporation.
2.4 VACANCIES.
2.4.1 A vacancy on the Board of Directors shall exist upon the death,
resignation, or removal of any director, in the event an amendment of the
By-Laws is adopted increasing the number of directors, or in the event that the
directors determine that it is desirable to elect one or more additional
directors within the variable-range of the number of directors established by
these By-Laws.
2.4.2 Unless the Articles of Incorporation provide otherwise, a vacancy
may be filled by the shareholders, the Board of Directors, or if the Directors
remaining in office constitute fewer than a quorum of the Board, they may fill
the vacancy by an affirmative vote of a majority of all of the Directors
remaining in office.
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2.4.3 The term of a director elected to fill a vacancy expires at the
next shareholders' meeting at which directors are elected, and when his/her
successor has been duly elected and qualified.
2.4.4 A vacancy that will occur at a specific later date, by reason of
a resignation submitted in accordance with the Act, may be filled before the
vacancy occurs, but the new director may not take office until the vacancy
occurs.
2.4.5 Except as provided by the Articles of Incorporation or the Act,
during the existence of any vacancy, the remaining directors shall possess and
may exercise all powers vested in the Board of Directors, notwithstanding lack
of a quorum of the board.
2.4.6 The shareholders may remove one or more directors with or without
cause at a special meeting of shareholders called for that purpose pursuant to a
meeting notice indicating removal as one of the purposes. If a director is
elected by a voting group of shareholders, only the shareholders of that voting
group may participate in the vote to remove the director. A director may be
removed only if the number of votes cast to remove the director exceeds the
number of votes cast not to remove the director.
2.5 MEETINGS.
2.5.1 The annual meeting of the Board of Directors of this corporation
shall be held immediately following the annual meeting of the shareholders,
which meeting shall be considered a regular meeting as to which no notice is
required.
2.5.2 Regular meetings of the Board of Directors may be held without
notice of the date, time, place or purpose of the meeting.
2.5.3 Special meetings of the Board of Directors for any purpose or
purposes may be called by an officer or director of the corporation in
accordance with the notice provisions of Section 2.6.1 of these By-Laws.
2.6 NOTICE OF SPECIAL MEETINGS.
Special meetings of the Board of Directors must be preceded by at least
two (2) days' notice of the date, time and place of the meeting. The notice need
not describe the purpose of such meetings. Notice of special meetings of the
Board of Directors may be in writing or oral, and may be communicated in person,
by telephone, telegraph, teletype, or other form of wire or wireless
communication, by mail or by private carrier. Written notice, if in
comprehensible form, is effective at the earliest of the following: (a) when
received; (b) five (5) days after its deposit in the U.S. Mail, as evidenced by
the postmark, if mailed postpaid and correctly addressed; or (c) 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.
Oral notice is effective when communicated, if communicated in a comprehensible
manner.
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2.7 MANNER OF CONDUCTING MEETINGS.
The Board of Directors may permit any or all directors to participate
in a regular or special meeting by, or conduct the meeting through, use of any
means of communication by which all directors participating may simultaneously
hear each other during the meeting. A director participating in a meeting by
this means is deemed to be present in person at the meeting.
2.8 QUORUM.
Unless the Articles of Incorporation or these By-Laws provide
otherwise, a quorum of the Board of Directors consists of a majority of the
number in office immediately before the meeting begins.
2.9 COMPENSATION.
Unless the Articles of Incorporation provide otherwise, the Board of
Directors may fix the compensation of directors, and authorize the corporation
to reimburse the directors for their reasonable expenses incurred while
attending meetings of the Board and while engaged in other activities on behalf
of the corporation.
ARTICLE III
OFFICERS
3.1 DESIGNATION, ELECTION AND QUALIFICATIONS.
The officers shall include A President, and a Secretary. The officers
may include Vice-President(s), Treasurer, Assistant Secretary, or Assistant
Treasurer as the Board of Directors shall, from time to time, appoint. Officers
need not be members of the Board of Directors. The officers shall be elected by,
and hold office at the pleasure of the Board of Directors. Any two offices may
be held by the same person.
3.2 COMPENSATION AND TERM OF OFFICE.
3.2.1 The compensation and term of office of the officers of the
corporation shall be fixed by the Board of Directors. Any officer may be removed
either with or without cause, by action of the Board of Directors.
3.2.2 An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is effective under the
Act, unless the notice specifies a later effective date. If a resignation is
made effective at a later date and the corporation accepts the future effective
date, Board of Directors may fill the pending vacancy before the effective date
provided that the successor does not take office until the effective date.
3.3 PRESIDENT.
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
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affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors. He shall be an ex-officio member
of all committees, if any, 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 may be prescribed by the Board of Directors
or the By-Laws. He may sign, with the Secretary or any other proper officer of
the corporation authorized by the Board of Directors, certificates for shares of
the corporation, deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors authorizes to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these By-Laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed.
3.4 VICE-PRESIDENT.
The Vice-President(s), if any, shall perform such duties as may be
assigned to him/her by the President or the Board of Directors. In the event of
the death, disability, inability or refusal to act of the President, the
Vice-President shall perform the duties and exercise the powers of the President
unless otherwise designated by the Board of Directors. In the event the
corporation has more than one Vice-President, the Executive Vice-President or,
if none, the Vice-President in charge of administration, shall be the officer
acting in the stead of the President as provided in this section.
3.5 SECRETARY.
3.5.1 The Secretary shall keep or cause to be kept at the principal
office of the corporation or such other place as the Board of Directors may
order, a book of minutes of all meetings of directors and shareholders showing
the time and place of the meeting, whether it was required by the By-Laws of the
corporation, how authorized, the notice given, the names of those present at
directors' meetings, the number of shares present or represented at
shareholders' meetings and the proceedings of each meeting.
3.5.2 The Secretary shall keep or cause to be kept at the principal
office or at the office of the corporation's transfer agent, a share register or
duplicate share register, showing the names of the shareholders and their
addresses, the number of shares of each class held by each, and the number and
date of cancellation of each certificate surrendered for cancellation.
3.5.3 The Secretary shall give or cause to be given such notice of the
meetings of the shareholders and of the Board of Directors as is required by the
By-Laws. He/she shall keep the seal of the corporation, if any, and affix it to
all documents requiring a seal, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or By-Laws.
3.6 TREASURER.
The Treasurer, if any, shall be responsible for the funds of the
corporation, receive and give receipts for monies due and payable to the
corporation from any source whatsoever, deposit all such monies in the name of
the corporation in such banks, trust companies or other depositories as shall be
selected in accordance with these By-Laws, shall pay the funds of the
corporation out only on the checks of the corporation signed in the manner
authorized by the Board of Directors, and, in general,
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perform all of the duties incident to the office of Treasurer and such other
duties as, from time to time, may be assigned to him/her by the President or the
Board of Directors.
3.7 ASSISTANTS.
The Board of Directors may appoint or authorize the appointment of
assistants to any officer. Such assistants may exercise the power of such
officer and shall perform such duties as are prescribed by the Board of
Directors.
ARTICLE IV
COMMITTEES
The Board of Directors may appoint from among its members one or more committees
of two (2) or more members, in accordance with and subject to the restrictions
of the Act.
ARTICLE V
CONTRACTS, CHECKS AND DEPOSITS
5.1 CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for the payment of money, notes or
other evidence of indebtedness, issued in the name of or payable to the
corporation, shall be signed by such person or persons and in the manner as
shall be determined from time to time by resolution of the Board of Directors.
5.2 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 depositories as the Board of Directors may select.
5.3 CONTRACTS, INSTRUMENTS.
The Board of Directors may, except as otherwise provided in the
By-Laws, authorize any officer or agent to enter into any contract or execute
any instrument in the name of and on behalf of the corporation. Such authority
may be general or confined to specific instances. Unless so authorized by the
Board of Directors, no officer, agent, or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credits, or to render it liable for any purpose or for any amount.
ARTICLE VI
CERTIFICATES AND TRANSFER OF SHARES
6.1 CERTIFICATES FOR SHARES.
6.1.1 Certificates for shares shall be in such form as the Board of
Directors may designate and shall indicate the state law under which the
corporation is organized. The certificates
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shall state the name of the record holder of the shares represented thereby, the
number of the certificate, the date of issuance and the number of shares for
which it is issued, the par value of such shares, if any, or that such shares
are without par value, and the series and class of such shares. If the
corporation is authorized to issue different classes of shares or different
series of shares within a class, the designations, relative rights, preferences
and limitations of each class, the variations in rights, preferences and
limitations determined for each series, and the authority of the Board of
Directors to determine variations for future series shall be summarized on the
front or back of each certificate, or, each certificate may state conspicuously
on its front or back that the corporation will furnish the shareholder with this
information on request in writing, and without charge. Each certificate shall
state or make reference on its front or back to any liens, purchase options or
restrictions on transfer.
6.1.2 Each share certificate must be signed, either manually or in
facsimile, by the President or a Vice-President and the Secretary or an
Assistant Secretary.
6.2 TRANSFER ON THE BOOKS.
Upon surrender to the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment, or
authority to transfer, the corporation shall issue a new certificate to the
person entitled thereto, cancel the old certificate, and record the transaction
upon its books.
6.3 LOST, STOLEN, OR DESTROYED CERTIFICATES.
If a certificate is represented as being lost, stolen, or destroyed, a
new certificate shall be issued in its place upon such proof of the loss, theft,
or destruction and upon the giving of such bond or other security as may be
required by the Board of Directors.
6.4 TRANSFER AGENTS AND REGISTRARS.
The Board of Directors may from time to time appoint one or more
specific transfer agents and one or more registrars for the shares of the
corporation who shall have such powers and duties as the Board of Directors may
specify.
ARTICLE VII
INDEMNIFICATION AND LIABILITY
7.1 INDEMNIFICATION.
The corporation shall indemnify to the fullest extent not prohibited by
law any person who was or is a party or is threatened to be made a party to any
proceeding (as hereinafter defined) against all expenses (including attorney's
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the person in connection with such proceeding.
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7.2 ADVANCEMENT OF EXPENSES.
Expenses incurred by a director or officer in defending a proceeding
shall, in all cases, be paid by the corporation in advance of the final
disposition of such proceeding at the written request of such person, if the
person:
7.2.1 Furnishes the corporation a written affirmation of the person's
good faith belief that such person is entitled to be indemnified by the
corporation under this article or under any other indemnification rights granted
by the corporation to such person; and
7.2.2 Furnishes the corporation a written undertaking to repay such
advance to the extent it is ultimately determined by a court that such person is
not entitled to be indemnified by the corporation under this article or under
any other indemnification rights granted by the corporation to such person. Such
advances shall be made without regard to the person's ultimate entitlement to
indemnification under this article or otherwise.
7.3 DEFINITION OF PROCEEDINGS.
The term "Proceeding" shall include any threatened, pending or
completed action, suit or proceeding, whether brought in the right of the
corporation or otherwise and whether of a civil, criminal, administrative or
investigative nature, in which a person may be or may have been involved as a
party or otherwise by reason of the fact that the person is or was a director or
officer of the corporation or a fiduciary within the meaning of the Employee
Retirement Income Security Act of 1974 with respect to any employee benefit plan
of the corporation, or is or was serving at the request of the corporation as a
director, officer or fiduciary of an employee benefit plan of another
corporation, partnership, joint venture, trust or other enterprise, whether or
not serving in such capacity at the time any liability or expense is incurred
for which indemnification or advancement of expenses can be provided under this
article.
7.4 NON-EXCLUSIVITY AND CONTINUITY OF RIGHTS.
The indemnification and entitlement to advancement of expenses provided
by this article shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under the articles of incorporation or any statute,
agreement, general or specific action of the board of directors, vote of stock
holders or otherwise, shall continue as to a person who has ceased to be a
director or officer, shall inure to the benefit of the heirs, executors, and
administrators of such a person and shall extend to all claims for
indemnification of advancement of expenses after the adoption of this article.
7.5 AMENDMENTS.
Any repeal of this article shall only be prospective and no repeal or
modification hereof shall adversely affect the rights under this article in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding.
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7.6 DIRECTOR LIABILITY.
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for conduct as a director;
provided that this section 7.6 shall not eliminate the liability of a director
for any act or omission for which sum elimination of liability is not permitted
under the Oregon Business Corporation Act. No amendment to the Oregon Business
Corporation Act that further limits the acts or omissions for which elimination
of liability is permitted shall affect the liability of a director for any act
or omission which occurs prior to the effective date of such amendment.
ARTICLE VIII
GENERAL PROVISIONS
8.1 AMENDMENT OF BY-LAWS.
Except as otherwise provided by the Act or the Articles of
Incorporation, the By-Laws may be amended by the Board of Directors or the
shareholders. Whenever amendments or new By-Laws are adopted, they shall be
placed in the minute book with the original By-Laws in the appropriate place. If
any By-Law is repealed, the fact of repeal and the date on which the repeal
occurred shall be stated in such book and place.
8.2 DIVIDENDS.
Except as provided by the Act or the Articles of Incorporation, the
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.
8.3 SEAL.
The directors may provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words "corporate seal".
8.4 ACTION WITHOUT MEETING.
Any action which the Act, the Articles of Incorporation or by the
By-Laws require or permit the shareholders or directors to take at a meeting may
be taken without a meeting if the action is taken by all of the shareholders or
directors entitled to vote on the matter, evidenced by one or more written
consents describing the action taken, signed by each shareholder or director, as
the case may be, and included in the minutes or filed with the corporate records
reflecting the action taken.
8.5 WAIVER OF NOTICE.
A shareholder or director may, at any time, waive any notice required
by the Act, the Articles of Incorporation or the By-Laws. Any such waiver shall
be in writing, signed by the shareholder or director entitled to the notice and
shall be delivered to the corporation for inclusion in the minutes or corporate
records.
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8.6 FISCAL YEAR.
The fiscal year of the corporation shall begin on the first day of
January in each year.
I hereby certify that the foregoing Restated By-Laws of were adopted by
the Board of Directors on
MORTGAGE BANKERS HOLDING CORP.
By: /s/ Raymond P. Sobieralski
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DIRECTOR REGATTA GROUP LTD.
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