EXHIBIT 3.7




                        THE COMMONWEALTH OF MASSACHUSETTS
                             William Francis Galvin
                          Secretary of the Commonwealth

                     ONE ASHBURTON PLACE, BOSTON, MASS. 02108

                  CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
                          A SERIES OF A CLASS OF STOCK

                     General Laws, Chapter 156B, Section 72


                             Federal Identification
                                  No.04-2741310

We, James W. Hobbs,                                              President/, and
Justin P. Morreale                                                     Clerk/ of


                               Luxtec Corporation
                               ------------------
                              (Name of Corporation)

Located at 326 Clark Street, Worcester MA 05606


do hereby certify that by unanimous  written consent in lieu of a meeting of the
directors of the corporation held by May 31,

1996, the following  vote  establishing  and  designating a series of a class of
stock and  determining  the  relative  rights and  preferences  thereof was duly
adopted:



Voted:    That,  subject to obtaining the requisite approval of the Amendment by
          stockholders of the  Corporation and pursuant to the authority  vested
          in the Board of Directors by Articles IV of the Charter, as amended by
          the Amendment, a series of preferred stock, par value $1.00 per share,
          be and hereby is  established  and  designated  as Series A  Preferred
          Stock, consisting of 10,000 shares, with, in addition to any set forth
          in the Charter, such designations,  powers, privileges and rights, and
          qualifications,  limitations  and  restrictions  in respect thereof as
          contained  in the  Certificate  of Vote of  Directors  Establishing  A
          Series of Class of Stock (the "Directors  Certificate")  substantially
          in the  form  attached  hereto  as  Exhibit  B,  and  that the form of
                                              ----------
          Directors  Certificate  attached  hereto as Exhibit B be, and the same
                                                      ---------
          hereby is,  adopted  and  approved  by the Board of  Directors  of the
          Corporation.

             (See Continuation Page 2 attached as Exhibit B hereto)
                                                  ----------

Note:     Notes for which if any space provided  above is not sufficient  should
          be  set  out  on  continuation  sheets  to be  numbered  2A,  2B  etc.
          Continuation  sheets  must  have a  left-hand  margin 1 inch  wide for
          binding and shall be 8 1/2 x 11". Only one side should be used.


<PAGE>
                                    EXHIBIT B

                               LUXTEC CORPORATION

                  TERMS, RIGHTS, PREFERENCES AND PRIVILEGES OF

                    SERIES A PREFERRED STOCK. $1.00 PAR VALUE

                               CONTINUATION PAGE 2

The  following  is a  description  of the  Series A  Preferred  Stock of  Luxtec
Corporation ("the Company") and a statement of the preferences,  qualifications,
privileges,  limitations,  restrictions,  and other  special or relative  rights
granted to or imposed upon the shares of such class:

SERIES A PREFERRED STOCK.

(a)      DESIGNATION: NUMBER OF SHARES.

There is hereby  established  a series of Preferred  Stock  consisting of 10,000
shares of Preferred  Stock par value $1.00 per share and the designation of such
series shall be "Series A Preferred Stock" (the "Preferred Stock")

(b)      VOTING.

Except as otherwise  provided by the laws of The Commonwealth of  Massachusetts,
and except as  hereinafter  provided,  the holders of shares of Preferred  Stock
shall have no right to vote with  respect  to any  matters to be voted on by the
stockholders of the Company,  nor to take any action in meetings with respect to
any such matters.

(c)      DIVIDENDS.

The  holders of record of shares of the  Preferred  Stock  shall be  entitled to
receive cash  dividends,  when, as and if declared by the Board of Directors out
of assets which are legally available for the payment of such dividends,  at the
annual  rate of  $8.00  per  share of  Preferred  Stock,  and no  more,  payable
quarterly  on the last day of  January,  April,  July and  October in each year.
Dividends  shall be cumulative and will accrue on each share of Preferred  Stock
from  the  date of  issue  thereof,  whether  or not  declared  by the  Board of
Directors.  Dividends  payable on the Preferred Stock for any period less than a
full quarter shall be computed on the basis of the actual number of days elapsed
and a 360-day year, consisting of four 90-day quarters.

(d)      REDEMPTION.

          (i)       REDEMPTION PRICE. The Preferred Stock shall be redeemable as
                    hereinafter  provided,  upon  notice  given  as  hereinafter
                    provided,  by paying  for each share in cash the sum of $100
                    (the  "Redemption  Price").  Not  less  than 10  days  prior
                    written notice shall be given by mail,  postage prepaid,  to
                    the holders of record of the Preferred Stock to be redeemed,
                    such notice to be addressed to each such  stockholder at its
                    post office  address as shown by the records of the Company.
                    Said notice  shall  specify the place at which and the date,
                    which  date  shall be a  business  day,  on which the shares
                    called for redemption will be redeemed and shall specify the
                    shares called for  redemption.  If such notice of redemption
                    shall  have  been  duly  given  and  if  on  or  before  the
                    redemption date specified in such notice the funds necessary
                    for such  redemption  shall  have been set aside so as to be
                    and    continue   to   be   available    therefore,    then,
                    notwithstanding  that any  certificate  for shares so called
                    for  redemption   shall  not  have  been   surrendered   for
                    cancellation, after the close of business on such redemption
                    date, the shares so called for redemption shall no longer

<PAGE>

                    be deemed outstanding, the dividends  thereon shall cease to
                    accrue,  and all rights with respect to shares so called for
                    redemption,  including the rights, if any, to receive notice
                    and to vote,  shall forthwith after the close of business on
                    such  redemption  date cease and determine,  except only the
                    right of the holders  thereof to receive the amount  payable
                    upon redemption  thereof,  without interest.  Subject to the
                    provisions   hereof,  the  Board  of  Directors  shall  have
                    authority  to  prescribe  the manner in which the  Preferred
                    Stock shall be redeemed from time to time.

          (ii)      SHARES TO BE REDEEMED.  In case of the  redemption of only a
                    part of the outstanding  shares of the Preferred  Stock, all
                    shares of Preferred  Stock to be redeemed  shall be selected
                    pro rata there  shall be so  redeemed  from each  registered
                    holder in whole  shares,  as nearly  as  practicable  to the
                    nearest  share,  that  proportion of all of the shares to be
                    redeemed  which the number of shares  held of record by such
                    holder  bears to the total  number  of  shares of  Preferred
                    Stock at the time outstanding.

          (iii)     ALL PAST DIVIDENDS MUST BE PAID PRIOR TO REDEMPTION.  Except
                    with the  consent  of the  holders  of all of the  shares of
                    Preferred Stock at the time  outstanding,  the Company shall
                    not,  and shall not permit any  subsidiary  to,  purchase or
                    redeem shares of the Preferred Stock at the time outstanding
                    unless all  dividends on such shares for all past  quarterly
                    dividend  periods shall have been paid or declared and a sum
                    sufficient for the payment thereof set apart.

          (iv)      REQUIRED REDEMPTIONS.  On January 1, 2001, the Company shall
                    redeem,  in the manner and with the effect  provided in this
                    paragraph,   at  the  Redemption  Price  of  all  shares  of
                    Preferred Stock as shall then remain outstanding, or at such
                    other  time or  times  as may be  provided  for in the  Note
                    Purchase Agreement dated as of December 18, 1995 between the
                    Company and Geneva Middle Market Investors, L.P.

          (v)       OPTIONAL REDEMPTIONS. The Company at the option of the Board
                    of Directors  may redeem,  in the manner and with the effect
                    provided in this paragraph,  on or at any time or times part
                    or all of the  outstanding  shares of Preferred Stock at the
                    Redemption Price.


<PAGE>

(e)       Liquidation.

Upon any liquidation, dissolution or winding up of the Company, after payment or
provision for payment of all debts and other  obligations and liabilities of the
Company, the holders of the shares of Preferred Stock shall be entitled,  before
any  distribution or payment is made upon any Common Stock, to be paid an amount
equal to the Redemption Price plus an amount equal to all accrued dividends, and
the holders of the Preferred Stock shall not be entitled to any further payment.
Upon any such liquidation,  dissolution or winding up of the Company,  after the
holders of the Preferred Stock, at the time outstanding, shall have been paid in
full the amounts to which they shall be entitled,  the  remaining  net assets of
the Company may be distributed to the holders of Common Stock. If, upon any such
liquidation, dissolution or winding up of the Company, the assets of the Company
distributable  as aforesaid among the holders of the Preferred Stock at the time
outstanding  shall be  insufficient  to permit  the  payment to them of the full
preferential  amounts to which they are entitled,  then the entire assets of the
Company so available for  distribution  shall be  distributed  ratably among the
holders of the Preferred Stock at the time outstanding in proportion to the full
preferential  amounts  to  which  they  are  entitled.  Written  notice  of such
liquidation,  dissolution  or winding up,  stating a payment date, the amount of
the  Redemption  Price and the place  where said sums shall be payable  shall be
given by mail,  postage  prepaid,  not less than  thirty  (30) days prior to the
payment date stated  therein,  to the holders of record of the Preferred  Stock,
such notice to be addressed to each  stockholder  at its post office  address as
shown by the records of the Company.  The consolidation or merger of the Company
into or with any other  corporation or corporations,  or the sale or transfer by
the  Company  of  all or  any  part  of its  assets,  or the  reorganization  or
recapitalization  of the Company,  or the  reduction of the capital stock of the
Company,  shall be deemed to be a liquidation,  dissolution or winding up of the
Company within the meaning of any of the provisions of the paragraph.

(f)       RESTRICTIONS.   At  any  time  when  shares  of  Preferred  Stock  are
          outstanding,  except where the vote or written  consent of the holders
          of a greater  number of shares of the Company is required by law or by
          the  Articles  of  Organization,  and in  addition  to any other  vote
          required by law or the Articles or Organization,  without the approval
          of the  holders  of at least  60% of the then  outstanding  shares  of
          Preferred Stock, given in writing or by vote at a meeting,  consenting
          or voting (as the case may be) separately as a class, the Company will
          not:

          (i)       Create or authorize the creation of any additional  class or
                    series of shares of stock  unless  the same  ranks  equal or
                    junior  to the  Preferred  Stock as to the  distribution  of
                    assets on the liquidation,  dissolution or winding up of the
                    Company,  or increase the authorized amount of the Preferred
                    Stock or increase the  authorized  amount of any  additional
                    class or series of shares  of stock  unless  the same  ranks
                    equal  or   junior  to  the   Preferred   Stock  as  to  the
                    distribution  of assets on the  liquidation,  dissolution or
                    winding  up of the  Company,  or  create  or  authorize  any
                    obligation  or  security,  convertible  into  shares  of the
                    Preferred  Stock or into shares of any other class or series
                    of stock  unless  the same  ranks  equal  or  junior  to the
                    Preferred  Stock as to the  distribution  of  assets  on the
                    liquidation,  dissolution  or  winding  up of  the  Company,
                    whether any such creation,  authorization  or increase shall
                    be by means of amendment to the Articles of  Organization or
                    by merger, consolidation or otherwise; or

          (ii)      Purchase or set aside any sums for the  purchase  of, or pay
                    any  dividends  or make any  distribution  on, any shares of
                    stock other than the Preferred  Stock,  except for dividends
                    or other distributions payable on the Common Stock solely in
                    the form of additional shares of Common Stock.



<PAGE>



IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this

16th day of September in the year 1996.

                                                        President/Vice President
--------------------------------------------------------------------------------

                                                           Clerk/Assistant Clerk
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<PAGE>
                        THE COMMONWEALTH OF MASSACHUSETTS
                  Certificate of Vote of Directors Establishing
                          A Series of a Class of Stock

                     (General Law, Chapter 156B, Section 26)

I hereby  approve the within  certificate  and,  the filing fee in the amount of
$100.00  having been paid,  said  certificate  is hereby  filed this 19th day of
September 1996.





                             ----------------------
                             William Francis Galvin
                          Secretary of the Commonwealth

                         TO BE FILLED IN BY CORPORATION
                      Photo Copy of certificate to be sent



                 To:          Victor J. Paci, Esq.
                              Bingham, Dana & Gould
                      150 Federal Street, Boston, MA 02110
                            Telephone (617) 951-8000