AMENDED AND RESTATED
BANKATLANTIC BANCORP, INC.
SECTION 1. PLACE OF MEETINGS. All annual and special meetings of stockholders shall be held at the
place designated by the board of directors and may be held within or without the State of Florida.
SECTION 2. ANNUAL MEETING. A meeting of the stockholders of the Corporation for the election of
directors and for the transaction of such other business of the Corporation as may properly come before the
meeting shall be held annually, within 120 days after the end of the Corporation's fiscal year, or at such other date
and time no later than 90 days after such 120 day period as the board of directors may determine.
SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes shall
be held when called by the chairman of the board, the president, or a majority of the board of directors and when
called by the chairman of the board, the president or the secretary upon the written request of the holders of not
less than ten percent of all the outstanding shares entitled to vote at the meeting. Such written request shall state
the purpose of the meeting and shall be delivered at the principal office of the Corporation addressed to the
chairman of the board, the president or the secretary. No business other than that stated in the notice of a special
meeting shall be transacted thereat.
SECTION 4. CONDUCT OF MEETINGS. Annual and special meetings shall be conducted in accordance
with the most current edition of Robert's Rules of Order unless otherwise prescribed by these bylaws. The board
of directors shall designate a chairman to preside at such meetings.
SECTION 5. NOTICE OF MEETING. Written notice stating the place, day and hour of the meeting and the
purpose or purposes for which the meeting is called shall be delivered not less than twenty nor more than fifty
days before the date of the meeting, either personally or by mail, by or at the direction of the chairman o