ACA CAPITAL HOLDINGS, INC. Incorporated Under the Laws of the State of Delaware First Amendment as Adopted on November 17, 2005 to the BYLAWS as Adopted on September 15, 2004 Article III, Section 4 of the Bylaws Shall Be Replaced in Its Entirety With the …

Exhibit3.2.1

ACACAPITAL HOLDINGS, INC.

 

IncorporatedUnder the Laws of

theState of Delaware

 

FirstAmendment

 

asadopted on November 17, 2005

 

tothe

 

BYLAWS

 

asadopted on September 15, 2004

 

Article III, Section 4 of the Bylaws shall be replaced in its entiretywith the following:

 

ARTICLE III

DIRECTORS

 

                Section 4.               [RESERVED]

 

 

ArticleIII, Section 5 of the Bylaws shall be replaced in its entirety with thefollowing:

 

                Section 5.               RegularMeetings. Regular meetings of the Board of Directors shall be held atleast annually for the purpose of considering such business as the Board ofDirectors considers relevant to the management of the Corporation, on such dates and atsuch times and places, within or without the State of Delaware, as shall from time to time bedetermined by the Board of Directors, such determination to constitute the only noticeof such regular meetings to which any director shall be entitled. In the absence of anysuch determination, such meetings shall be held, upon notice to each director, inaccordance with Section 7 of this Article III, at such times and places, withinor without the State of Delaware, as designated by the Chairman of the Board.At the first regular meeting following the annual meeting of stockholders or atsuch earlier time as the Chairman of the Board shall require for such purpose,in addition to considering such business as the Board of Directors considersrelevant to the management of the Corporation, the Board of Directors shallelect officers of the Corporation.