EX.3.2
(Exhibit 3.2) Amended and Restated Bylaws
BY-LAWS
OF
FINANCIAL INSTITUTIONS, INC.
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meetings. The annual meeting of the shareholders for the election of directors and the
transaction of other business shall be held each year on such day and at such hour as shall be fixed by the Board
of Directors.
Section 2. Special Meetings. A special meeting of the shareholders may be called at any time by (a) the holders
of a majority of the outstanding shares who would be entitled to vote at the meeting, (b) the Board of Directors
or (c) the President, and such meeting shall be held on such day and at such hour as is fixed in the call of the
meeting.
Section 3. Place of Meetings. Meetings of shareholders shall be held at the principal office of the Corporation or
at such other place, within or without the State of New York, as may be fixed by the Board of Directors.
Section 4. Notice of Meetings. Notice of each meeting of shareholders shall be in writing and shall state the
place, date, and hour of the meeting. Notice of a special meeting also shall state the purpose or purposes for
which the meeting is called and shall indicate who called the meeting. A copy of the notice of any meeting shall be
given, personally or by mail, not less than ten
(10) nor more than sixty (60) days before the date of the meeting, to each shareholder entitled to vote at the
meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid,
directed to the shareholder at such address as appears on the record of shareholders, or, if the shareholder shall
have filed with the Secretary a written request that notices be mailed to some other address, then directed to the
shareholder at such other address. Notice of meetings of shareholders need not be given to any shareholder who
submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of
any shareholder at a meeting, whethe