AMENDED AND RESTATED
FIRST ACCEPTANCE CORPORATION
A DELAWARE CORPORATION
These Amended and Restated Bylaws (the "bylaws") are subject to, and governed by, the General Corporation
Law of the State of Delaware (the "Delaware General Corporation Law") and the restated certificate of
incorporation of First Acceptance Corporation (the "certificate of incorporation"), a Delaware corporation (the
"Corporation"). In the event of a direct conflict between the provisions of these bylaws and the mandatory
provisions of the Delaware General Corporation Law or the provisions of the certificate of incorporation of the
Corporation, such provisions of the Delaware General Corporation Law or the certificate of incorporation of the
Corporation, as the case may be, will be controlling.
1.1 Registered Office and Agent. The registered office and registered agent of the Corporation shall be as
designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of
the State of Delaware.
1.2 Other Offices. The Corporation may also have offices at such other places, both within and without the State
of Delaware, as the board of directors may from time to time determine or as the business of the Corporation
MEETINGS OF STOCKHOLDERS
2.1 Annual Meeting. An annual meeting of stockholders of the Corporation shall be held each calendar year on
such date and at such time as shall be designated from time to time by the board of directors and stated in the
notice of the meeting or in a duly executed waiver of notice of such meeting. At such meeting, the stockholders
shall elect directors and transact such other business as may properly be brought before the meeting.
2.2 Special Meeting. Special meetings of the stockholders of the Corporation may be called by either the board
of directors, pursuant to a resolution approved by a majority of the whole board of directors at the time in offi