EXHIBIT
3.2
 
 BYLAWS
OF QUALSTAR CORPORATION A CALIFORNIA CORPORATION
  As
Amended and Restated as of January 14, 2000
  ARTICLE
I
 Offices
 
 Section 1.Principal
Executive Office.  The principal
executive office of the Corporation shall be located at such place as the Board
of Directors may from time to time authorize.  If the principal
executive office is located outside this state, and the Corporation has one or
more business offices in this state, the Board of Directors shall fix and
designate a principal business office in the State of California.
 
 Section 2.Other
Offices.  Additional
offices of the Corporation shall be located at such place or places, within or
outside the State of California, as the Board of Directors may from time to time
authorize.
 
  ARTICLE
II
 Meetings
of Shareholders
 
 Section 1.Place of
Meetings.  All annual or
other meetings of shareholders shall be held at the principal executive office
of the Corporation, or at any other place within or without the State of
California, which may be designated from time to time by the Board of
Directors.
 
 Section 2.Annual
Meetings.  Annual meetings
of shareholders shall be held on such date and at such time as may be designated
from time to time by the Board of Directors.  At such meetings,
directors shall be elected, reports of the affairs of the Corporation shall be
considered, and any other business may be transacted which is within the powers
of the shareholders.  Written notice of each annual meeting shall be
given to each shareholder entitled to vote, either personally or by mail or
other means of written communication, charges prepaid, addressed to such
shareholder at his address appearing on the books of the Corporation or given by
him to the Corporation for the purpose of notice.  If any notice or
report addressed to the shareholder at the address of such shareholder appearing
on the books of the Corporation is returned to the Corporation by the United
States Postal Service marked to indicate that the United States Postal Service
is unable to deliver the notice or report to the shareholder at such address,
all future notices or reports shall be deemed to have been duly given without
further mailing if the same shall be available for the shareholder upon written
demand of the shareholder at the principal executive office of the Corporation
for a period of one year from the date of the giving of the notice or report to
all other shareholders.  If a shareholder gives no address, notice
shall be deemed to have been given him if sent by mail or other means of written
communication addressed to the place where the principal executive office of the
Corporation is situated, or if published at least once in some newspaper of
general circulation in the county in which said principal executive office is
located.
 
 All such
notices shall be given to each shareholder entitled thereto not less than ten
(10) days nor more than sixty (60) days before each annual
meeting.  Any such notice shall be deemed to have been given at the
time when delivered personally or deposited in the mail or sent by other means
of written communication.  An affidavit of mailing of any such notice
in accordance with the foregoing provisions, executed by the secretary,
assistant secretary or any transfer agent of the Corporation, shall be prima
facie evidence of the giving of the notice.
 
  Such
notices shall specify:
 
 the
place, the date, and the hour of such meeting;
  1
  those
matters which the Board, at the time of the mailing of the notice, intends to
present for action by the shareholders;
  if
directors are to be elected, the names of nominees intended at the time of the
notice to be presented by management for election;
  the
general nature of a proposal, if any, to take action with respect to approval of
(i) a contract or other transaction with an interested director, (ii) amendment
of the Articles of Incorporation, (iii) a reorganization of the Corporation as
defined in Section 181 of the General Corporation Law, (iv) voluntary
dissolution of the Corporation, or (v) a distribution in dissolution other than
in accordance with the rights of outstanding preferred shares, if any;
and
  such
other matters, if any, as may be expressly required by statute.
  Section 3.Special
Meetings.  Special meetings
of the shareholders, for the purpose of taking any action permitted by the
shareholders under the General Corporation Law and the Articles of Incorporation
of this Corporation, may be called at any time by the chairman of the Board or
the president, or by the Board of Directors, or by one or more shareholders
holding not less than ten percent (10%) of the votes at the
meeting.  Upon request in writing that a special meeting of
shareholders be called for any proper purpose, directed to the chairman of the
Board, president, vice president or secretary by any person (other than the
Board) entitled to call a special meeting of shareholders, the officer forthwith
shall cause notice to be given to shareholders entitled to vote that a meeting
will be held at a time requested by the person or persons calling the meeting,
not less than thirty-five (35) nor more than sixty (60) days after receipt of
the request.  Except in special cases where other express provision is
made by statute, notice of such special meetings shall be given in the same
manner as for the annual meetings of shareholders.  In addition to the
matters required by items (a) and, if applicable, (c) of the preceding Section,
notice of any special meeting shall specify the general nature of the business
to be transacted, and no other business may be transacted at such
meeting.
 
 Section 4.Quorum.  The presence in
person or by proxy of the persons entitled to vote a majority of the voting
shares at any meeting shall constitute a quorum for the transaction of
business.  The shareholders present at a duly called or held meeting
at which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum.
 
 Section 5.Adjourned
Meeting and Notice Thereof.  Any shareholders’
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but in the absence
of a quorum no other business may be transacted at such meeting, except as
provided in Section 4 above.
 
 When any
shareholders’ meeting, either annual or special, is adjourned for forty-five
days or more, or if after adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given as in the case
of an original meeting.  Except as provided above, it shall not be
necessary to give any notice of the time and place of the adjourned meeting or
of the business to be transacted thereat, other than by announcement of the time
and place of the adjourned meeting or of the business to be transacted thereat,
at the meeting at which such adjournment is taken.
 
 Section 6.Nomination
of Directors.  Subject to the rights of holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation, dissolution or winding up of the Corporation, nominations for
the election of directors shall be made by a nominating committee of the Board
of Directors if then constituted pursuant to these Bylaws, or if no nominating
committee has been constituted, by the Board of Directors.  In
addition, any shareholder entitled to vote in the election of directors
generally may nominate one or more persons for election as directors at an
annual meeting of shareholders, but only if written notice of such shareholder's
intent to make such nomination or nominations has been received by the secretary
of the Corporation not less than sixty (60) nor more than ninety (90) days prior
to the first anniversary of the preceding year's annual meeting of
shareholders.  In the event that the date of the annual meeting of
shareholders is advanced by more than thirty (30) days or delayed by more than
sixty (60) days from such anniversary, notice by the shareholder to be timely
must be received by the secretary of the Corporation not earlier than the
ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of (a) the sixtieth (60th) day
prior to such annual meeting or (b) the tenth (10th) day
following the day on which notice of the date of the annual meeting was mailed
or public disclosure thereof was made by the Corporation, whichever first
occurs.  Each such notice by a shareholder shall set forth: (a) the
name and address of the shareholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the shareholder
is a holder of record of stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at a meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements
or understandings between the shareholder or any person that directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with, such shareholder (an "Affiliate" of such
shareholder) and each nominee and any other person or persons (naming such
person or persons) relating to the nomination or nominations; (d) the class and
number of shares of the Corporation that are beneficially owned by such
shareholder and the person to be nominated as of the date of such shareholder's
notice and by any other shareholders known by such shareholder to be supporting
such nominees as of the date of such shareholder's notice; (e) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission; and (f) the written consent of each
nominee to serve as a director of the Corporation if so elected.  The
shareholder also shall comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder, with respect to the matters set forth in this Section
6.
  2
 
 In
addition, in the event the Corporation calls a special meeting of shareholders
for the purpose of electing one or more directors, any shareholder entitled to
vote in the election of directors generally may nominate one or more persons for
election as directors at a special meeting only if written notice of such
shareholder's intent to make such nomination or nominations, setting forth the
information and complying with the form described in the immediately preceding
paragraph, has been received by the secretary of the Corporation not earlier
than the ninetieth (90th) day
prior to such special meeting and not later than the close of business on the
later of (i) the sixtieth (60th) day
prior to such special meeting or (ii) the tenth (10th) day
following the day on which notice of the date of the special meeting was mailed
or public disclosure thereof was made by the Corporation, whichever comes
first.  The shareholder also shall comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 6.
 
 No person
shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth in this Section 6.  The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by this Section 6, and if he or she should so determine, the
defective nomination shall be disregarded.
 
 Section 7.Proposals
of Shareholders.  At any meeting of the shareholders, only such
business shall be conducted as shall have been properly brought before such
meeting. To be brought properly before an annual meeting of shareholders,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors or the chairman of the meeting, or (c) otherwise properly brought
before the meeting by a shareholder.  For business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the secretary of the
Corporation.  To be timely, a shareholder's notice must be received no
less than sixty (60) days nor more than ninety (90) days prior to the first
anniversary of the preceding year's annual meeting of shareholders; provided,
however, that in the event that the date of the annual meeting is advanced by
more than thirty (30) days or delayed by more than sixty (60) days from such
anniversary, notice by the shareholder, to be timely, must be received not
earlier than the ninetieth (90th) day
prior to such annual meeting of shareholders and not later than the close of
business on the later of (a) the sixtieth (60th) day
prior to such annual meeting or (b) the tenth (10th) day
following the date on which notice of the date of the annual meeting was mailed
or public disclosure thereof was made, whichever first occurs.  Each
such notice shall set forth as to each matter the shareholder proposes to bring
before the annual meeting of shareholders:  (a) a brief description of
the business desired to be brought before the annual meeting of shareholders and
the reasons for conducting such business at such meeting, (b) the name and
address of the shareholder proposing such business, (c) the class, series, and
number of shares of the Corporation that are beneficially owned by the
shareholder, and (d) any material interest of the shareholder or any Affiliate
of the shareholder in such business.  The shareholder also shall
comply with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this Section
7.
  3
 
 To be
properly brought before a special meeting, business must be specified in the
notice of meeting (or any supplement thereto) given in accordance with the
provisions of Section 3 or Section 6 of this Article.  No other
business may be brought before a special meeting.
 
 No
business shall be conducted at any meeting of the shareholders except in
accordance with the procedures set forth in this Section 7.  The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 7, and if he or she should so
determine, any such business not properly brought before the meeting shall not
be transacted.  Nothing herein shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or any successor
provision.
 
 Section 8.Voting.  Unless a record
date for voting purposes be fixed as provided in Section 1 of Article V of
these bylaws, then, subject to the provisions of Sections 702 and 704,
inclusive, of the Corporations Code of California (relating to voting of shares
held by a fiduciary, in the name of a Corporation, or in joint ownership), only
persons in whose names shares entitled to vote stand on the stock records of the
Corporation at the close of business on the business day next preceding the day
on which notice of the meeting is given or if such notice is waived, at the
close of business on the business day next preceding the day on which the
meeting of shareholders is held, shall be entitled to vote at such meeting, and
such day shall be the record date for such meeting.  Such vote may be
via voice or by ballot; provided, however, that all elections for directors must
be by ballot upon demand made by a shareholder at any election and before the
voting begins.
 
 If a
quorum is present, except with respect to election of directors, the affirmative
vote of the majority of the shares represented at the meeting and entitled to
vote on any matter shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by the General Corporation Law
or the Articles of Incorporation.  This Corporation eliminates
cumulative voting with respect to the election of directors.  If a
quorum is present, the candidates receiving the highest number of affirmative
votes of the shares represented at the meeting and entitled to be voted for
them, up to the number of directors to be elected by such shares, shall be
elected.  The elimination of cumulative voting shall become effective
only when the Corporation becomes a “listed corporation” within the meaning of
Section 301.5 of the Corporations Code of California, and shall apply for so
long as this Corporation is a listed corporation.  If the Corporation
ceases to be a listed corporation, the shareholders shall be entitled to
cumulate their votes pursuant to Section 708 of the Corporations Code of
California at any election of directors occurring while the Corporation is not a
listed corporation.
 
 Section 9.Validation
of Defectively Called or Noticed Meetings.  The transactions
of any meeting of shareholders, either annual or special, however called and
noticed, shall be as valid as though had at a meeting duly held after regular
call and notice, if a quorum be present either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote, not
present in person or by proxy, or who, though present, has, at the beginning of
the meeting, properly objected to the transaction of any business because the
meeting was not lawfully called or convened, or to particular matters of
business legally required to be included in the notice, but not so included,
signs a written waiver of notice, or a consent to the holding of such meeting,
or an approval of the minutes thereof.  All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
 
 Section 10.Action
Without Meeting.  Directors may be
elected without a meeting by a consent in writing, setting forth the action so
taken, signed by all of the persons who would be entitled to vote for the
election of directors, provided that, without notice except as hereinafter set
forth, a director may be elected at any time to fill a vacancy not filled by the
directors by the written consent of persons holding a majority of the
outstanding shares entitled to vote for the election of directors.
 
 Any other
action which, under any provision of the California General Corporation Law, may
be taken at a meeting of the shareholders, may be taken without a meeting, and
without notice except as hereinafter set forth, if a consent in writing, setting
forth the action so taken, is signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.  Unless the consents of all shareholders
entitled to vote have been solicited in writing,
  4
  (a)
              Notice
      of any proposed shareholder approval of (i) a contract or other
      transaction with an interested director, (ii) indemnification of an agent
      of the Corporation as authorized by Section 15 of Article III of these
      bylaws, (iii) a reorganization of the Corporation as defined in Section
      181 of the General Corporation Law, or (iv) a distribution in dissolution
      other than in accordance with the rights of outstanding preferred shares,
      if any, without a meeting by less than unanimous written consent, shall be
      given at least ten (10) days before the consummation of the action
      authorized by such approval; and
  (b)
              Unless,
      as provided in Section 1 of Article V of these bylaws, the Board of
      Directors has fixed a record date for the determination of shareholders
      entitled to notice of and to give such written consent, the record date
      for such determination shall be the day on which the first written consent
      is given.  All such written consents shall be filed with the
      secretary of the Corporation.
  Any
shareholder giving a written consent, or the shareholder’s proxyholders, or a
transferee of the shares or a personal representative of the shareholder or
their respective proxyholders, may revoke the consent by a writing received by
the secretary of the Corporation prior to the time that written consents of the
number of shares required to authorize the proposed action have been filed with
the secretary of the Corporation, but may not do so thereafter.  Such
revocation is effective upon its receipt by the secretary of the
Corporation.
 
 Section 11.Proxies.  Every person
entitled to vote or execute consents shall have the right to do so either in
person or by one or more agents authorized by a written proxy executed by such
person or his duly authorized agent and filed with the secretary of the
Corporation.  Any proxy duly executed is not revoked and continues in
full force and effect until (i) an instrument revoking it or a duly executed
proxy bearing a later date is filed with the secretary of the Corporation prior
to the vote pursuant thereto, (ii) the person executing the proxy attends the
meeting and votes in person, or (iii) written notice of the death or incapacity
of the maker of such proxy is received by the Corporation before the vote
pursuant thereto is counted; provided that no such proxy shall be valid after
the expiration of eleven (11) months from the date of its execution, unless the
person executing it specifies therein the length of time for which such proxy is
to continue in force.
 
 Section 12.Inspectors
of Election.  In advance of any
meeting of shareholders, the Board of Directors may appoint any persons other
than nominees for office as inspectors of election to act at such meeting or any
adjournment thereof.  If inspectors of election be not so appointed,
the chairman of any such meeting may, and on the request of any shareholder or
his proxy shall, make such appointment at the meeting.  The number of
inspectors shall be either one or three.  If appointed at a meeting on
the request of one or more shareholders or proxies, the majority of shares
represented in person or by proxy shall determine whether one or three
inspectors are to be appointed.  In case any person appointed as
inspector fails to appear or fails or refuses to act, the vacancy may, and on
the request of any shareholder or a shareholder’s proxy shall, be filled by
appointment by the Board of Directors in advance of the meeting, or at the
meeting by the chairman of the meeting.
 
 The
duties of such inspectors shall be as prescribed by Section 707 of the General
Corporation Law and shall include determining the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining when the polls shall close;
determining the result; and such acts as may be proper to conduct the election
or vote with fairness to all shareholders.  In the determination of
the validity and effect of proxies, the dates contained on the forms of proxy
shall presumptively determine the order of execution of the proxies, regardless
of the postmark dates on the envelopes in which they are mailed.
 
 The
inspectors of election shall perform their duties impartially, in good faith, to
the best of their ability and as expeditiously as is practical.  If
there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all.  Any report or certificate made by the inspectors of election is
prima facie evidence of the facts stated therein.
  5
  ARTICLE
III
 Directors
 
 Section 1.Powers.  Subject to
limitations of the Articles of Incorporation and of the California General
Corporation Law as to action to be authorized or approved by the shareholders,
and subject to the duties of directors as prescribed by the bylaws, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be controlled by, the Board of
Directors.  Without prejudice to such general powers, but subject to
the same limitations, it is hereby expressly declared that the directors shall
have the following powers, to wit:
 
 First - To select and
remove all the officers, agents and employees of the Corporation, prescribe such
powers and duties for them as may not be inconsistent with law, with the
Articles of Incorporation or the bylaws, fix their compensation and require from
them security for faithful service.
 
 Second - To conduct,
manage and control the affairs and business of the Corporation, and to make such
rules and regulations therefor not inconsistent with law, or with the Articles
of Incorporation or the bylaws, as they may deem best.
 
 Third - To change the
principal executive office and principal office for the transaction of the
business of the Corporation from one location to another as provided in
Article I, Section 1, hereof; to fix and locate from time to time one or
more subsidiary offices of the Corporation within or without the State of
California, as provided in Article I, Section 2, hereof; to designate any place
within or without the State of California for the holding of any shareholders’
meeting or meetings; and to adopt, make and use a corporate seal, and to
prescribe the forms of certificates of stock, and to alter the form of such seal
and of such certificates from time to time, as in their judgment they may deem
best, provided such seal and such certificates shall at all times comply with
the provisions of law.
 
 Fourth - To authorize
the issue of shares of stock of the Corporation from time to time, upon such
terms as may be lawful.
 
 Fifth - To borrow
money and incur indebtedness for the purposes of the Corporation, and to cause
to be executed and delivered therefor, in the corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other
evidences of debt and securities therefor.
 
 Sixth - By resolution
adopted by a majority of the authorized number of directors, to designate an
executive and other committees, each consisting of two or more directors, to
serve at the pleasure of the Board, and to prescribe the manner in which
proceedings of such committee shall be conducted.  The Board may also
designate, by resolution adopted by a majority of the authorized number of
directors, one or more directors as alternate members of any committee, who may
replace any absent member at any meeting of the committee.  Unless the
Board of Directors shall otherwise prescribe the manner of proceedings of any
such committee, meetings of such committee may be regularly scheduled in advance
and may be called at any time by any two members thereof; otherwise, the
provisions of these bylaws with respect to notice and conduct of meetings of the
Board shall govern.  Any such committee, to the extent provided in a
resolution of the Board, shall have all of the authority of the Board, except
with respect to:
 
 (i)
                the
      approval of any action for which the General Corporation Law or the
      Articles of Incorporation also require shareholder
    approval;
 
 (ii)
                the
      filling of vacancies on the Board or in any
  committee;
 
 (iii)
              the
      fixing of compensation of the directors for serving on the Board or on any
      committee;
 
 (iv)
                the
      adoption, amendment or repeal of
bylaws;
 
 (v)
                the
      amendment or repeal of any resolution of the Board which by its express
      terms is not so amendable or
repealable;
  6
  (vi)
              any
      distribution to the shareholders, except at a rate or in a periodic amount
      or within a price range determined by the Board;
  and
 
 (vii)
              the
      appointment of other committees of the Board or the members
      thereof.
 
 Section 2.Number
and Qualification of Directors.  The authorized
number of directors shall be not less than four (4) nor more than seven
(7).  The exact number of authorized directors shall be six (6) until
changed, within the limits specified above, by an amendment to this bylaw or by
a resolution duly adopted by the Board of Directors or the
shareholders.  The limits specified above may be changed, or a
definite number fixed without provision for a variable number, by a duly adopted
amendment to the Articles of Incorporation or by an amendment to this bylaw
adopted by the vote or written consent of holders of a majority of the
outstanding shares entitled to vote; provided, however, that a proposal to
reduce a fixed number or the minimum number of directors to a number less than
five cannot be adopted if the votes cast against its adoption at a meeting, or
the shares not consenting in the case of action by written consent, are equal to
more than 16-2/3 percent of the outstanding shares entitled to
vote.
 
 Section 3.Election
and Term of Office.  The directors
shall be elected at each annual meeting of shareholders but, if any such annual
meeting is not held or the directors are not elected thereat, the directors may
be elected at any special meeting of shareholders held for that
purpose.  All directors shall hold office until their respective
successors are elected, subject to the General Corporation Law and the
provisions of these bylaws with respect to vacancies on the Board.
 
 Section 4.Vacancies.  A vacancy in the
Board of Directors shall be deemed to exist in case of the (i) death of a
director, (ii) resignation or removal of any director with or without cause,
(iii) pursuant to Section 302 of the California Corporations Code if a director
has been declared of unsound mind by order of court or convicted of a felony,
(iv) if the authorized number of directors be increased, or (v) if the
shareholders fail, at any annual or special meeting of shareholders at which any
director or directors are elected, to elect the full authorized number of
directors to be voted for at that meeting.
 
 Vacancies
in the Board of Directors, except for a vacancy created by the removal of a
director, may be filled by a majority of the remaining directors, though less
than a quorum, or by a sole remaining director, and each director so elected
shall hold office until his successor is elected at an annual or a special
meeting of the shareholders.  A vacancy in the Board of Directors
created by the removal of a director may only be filled by the vote of a
majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the written consent of the holders of a
majority of the outstanding shares.
 
 The
shareholders may elect a director or directors at any time to fill any vacancy
or vacancies not filled by the directors.  Any such election by
written consent shall require the consent of holders of a majority of the
outstanding shares entitled to vote.
 
 Any
director may resign effective upon giving written notice to the chairman of the
Board, the president, the secretary or the Board of Directors of the
Corporation, unless the notice specifies a later time for the effectiveness of
such resignation.  If the Board of Directors accepts the resignation
of a director tendered to take effect at a future time, the Board or the
shareholders shall have power to elect a successor to take office when the
resignation is to become effective.
 
 No
reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of
office.
 
 Section 5.Place of
Meeting.  Regular meetings
of the Board of Directors shall be held at any place within or without the State
which has been designated from time to time by resolution of the Board or by
written consent of all members of the Board.  In the absence of such
designation, regular meetings shall be held at the principal executive office of
the Corporation.  Special meetings of the Board may be held either at
a place so designated or at the principal executive office.
 
 Section 6.Organization
Meeting.  Immediately
following each annual meeting of shareholders, the Board of Directors shall hold
a regular meeting at the place of said annual meeting or at such other place as
shall be fixed by the Board of Directors, for the purpose of organization,
election of officers, and the transaction of other business.  Call and
notice of such meetings are hereby dispensed with.
  7
  Section 7.Other
Regular Meetings.  Other regular
meetings of the Board of Directors shall be held without call as provided in a
resolution adopted by the Board of Directors from time to time; provided,
however, should said day fall upon a legal holiday, then said meeting shall be
held at the same time on the next day thereafter ensuing which is a full
business day.  Notice of all such regular meetings of the Board of
Directors is hereby dispensed with.
 
 Section 8.Special
Meetings.  Special meetings
of the Board of Directors for any purpose or purposes shall be called at any
time by the chairman of the Board, the president, any vice president, the
secretary or by any two directors.
 
 Written
notice of the time and place of special meetings shall be delivered personally
to each director or communicated to each director by telephone or by telegraph
or mail, charges prepaid, addressed to him at his address as it is shown upon
the records of the Corporation or, if it is not so shown on such records or is
not readily ascertainable, at the place at which the meetings of the directors
are regularly held.  In case such notice is mailed, it shall be
deposited in the United States mail in the place in which the principal
executive office of the Corporation is located at least four days’ prior to the
time of holding the meeting.  In case such notice is delivered,
personally or by telephone or telegraph, as above provided, it shall be so
delivered at least forty-eight hours prior to the time of the holding of the
meeting.  Such mailing, telegraphing or delivery, personally or by
telephone, as above provided, shall be due, legal and personal notice to such
director.
 
 Section 9.Action
Without Meeting.  Any action by the
Board of Directors may be taken without a meeting if all members of the Board
shall individually or collectively consent in writing to such
action.  Such written consent or consents shall be filed with the
minutes of the proceedings of the Board and shall have the same force and effect
as a unanimous vote of such directors.
 
 Section 10.Action at
a Meeting:  Quorum and Required Vote.  Presence of a
majority of the authorized number of directors at a meeting of the Board of
Directors constitutes a quorum for the transaction of business, except as
hereinafter provided.  Members of the Board may participate in a
meeting through use of conference telephone or similar communications equipment,
so long as all members participating in such meeting can hear one
another.  Participation in a meeting as permitted in the preceding
sentence constitutes presence in person at such meeting.  Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board of
Directors, unless a greater number, or the same number after disqualifying one
or more directors from voting, is required by law, by the Articles of
Incorporation, or by these bylaws.  A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, provided that any action taken is approved by at least
a majority of the required quorum for such meeting.
 
 Section 11.Validation
of Defectively Called or Noticed Meetings.  The transactions
of any meeting of the Board of Directors, however called and noticed or wherever
held, shall be as valid as though had at a meeting duly held after regular call
and notice, if a quorum is present and if, either before or after the meeting,
each of the directors not present or who, though present, has, prior to the
meeting or at its commencement, protested the lack of proper notice to him,
signs a written waiver of notice or a consent to holding such meeting or an
approval of the minutes thereof.  All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
 
 Section 12.Adjournment.  A quorum of the
directors may adjourn any directors’ meeting to meet again at a stated day and
hour; provided, however, that in the absence of a quorum a majority of the
directors present at any directors’ meeting, either regular or special, may
adjourn from time to time until the time fixed for the next regular meeting of
the Board.
 
 Section 13.Notice of
Adjournment.  If the meeting is
adjourned for more than twenty-four hours, notice of any adjournment to another
time or place shall be given prior to the time of the adjourned meeting to the
directors who were not present at the time of adjournment.  Otherwise
notice of the time and place of holding an adjourned meeting need not be given
to absent directors if the time and place be fixed at the meeting
adjourned.
  8
  Section 14.Fees and
Compensation.  Directors and
members of committees may receive such compensation, if any, for their services,
and such reimbursement for expenses, as may be fixed or determined by resolution
of the Board.
 
 Section
15.  Indemnification of Agents of
the Corporation; Purchase of Liability Insurance.
 (a)       For
the purposes of this Section, “agent” means any person who is or was a director,
officer, employee or other agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise, or was a director, officer, employee or agent of a foreign or
domestic corporation which was a predecessor corporation of the corporation or
of another enterprise at the request of such predecessor corporation; “executive
officer” means any person who is or was a director or an officer serving a chief
policy making function, or is or was serving at the request of the Corporation
as a director or officer of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a director or
officer serving a chief policy making function of a foreign or domestic
corporation which was a predecessor corporation of the Corporation or of another
enterprise at the request of the corporation;  “proceeding” means any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative; and “expenses” includes, without limitation,
attorneys’ fees and any expenses of establishing a right to indemnification
under subsection (d) or paragraph (3) of subsection (e) of this
section.
 
 (b)       This
Corporation shall indemnify any person who was or is a party, or is threatened
to be made a party, to any proceeding (other than an action by or in the right
of this Corporation) by reason of the fact that such person is or was an officer
or director of the Corporation, against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with such
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in the best interests of the Corporation and, in the
case of a criminal proceeding, had no reasonable cause to believe the conduct of
such person was unlawful.  This Corporation may indemnify any person
who was or is a party, or is threatened to be made a party, to any proceeding
(other than an action by or in the right of this Corporation) by reason of the
fact that such person is or was an agent of the Corporation by a majority vote
of a quorum consisting of directors who are not a party to such proceeding,
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding if such person acted in
good faith and in a manner such person reasonably believed to be in the best
interests of the Corporation and, in the case of a criminal proceeding, had no
reason to believe the conduct of such person was unlawful.  The
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of this Corporation or
that the person had reasonable cause to believe that the person’s conduct was
unlawful.
 
 (c)       This
Corporation shall indemnify any person who was or is a party, or is threatened
to be made a party, to any threatened, pending or completed action by or in the
right of this Corporation to procure a judgment in its favor by reason of the
fact that such person is or was an officer or director of this Corporation,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such action if such person acted in good
faith, in a manner such person believed to be in the best interests of this
Corporation and its shareholders.  No indemnification shall be made
under subsection (b) and/or (c):
 
 (1)       in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to this Corporation in the performance of such person’s
duty to this Corporation and its shareholders, unless and only to the extent
that the court in which such proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for expenses and then only to the
extent that the court shall determine;
 
 (2)       Of
amounts paid in settling or otherwise disposing of a pending action without
court approval; or
 
 (3)       Of
expenses incurred in defending a pending action which is settled or otherwise
disposed of without court approval.
 
 (d)       To
the extent that an officer, director or other agent of this Corporation has been
successful on the merits in defense of any proceeding referred to in subsection
(b) or (c) or in defense of any claim, issue or matter therein, the agent shall
be indemnified against expenses actually and reasonably incurred by the agent in
connection therewith.
  9
  (e)       Except
as provided in subsection (d), any indemnification under this section shall be
made by this Corporation only if authorized in the specific case, upon a
determination that indemnification of the agent is proper in the circumstances
because the agent has met the applicable standard of conduct set forth in
subsection (b) or (c), by:
 
 (1)       A
majority vote of a quorum consisting of directors who are not a party to such
proceeding;
 
 (2)       If
such a quorum of directors is not obtainable, by independent legal counsel in a
written opinion;
 
 (3)       Approval
or ratification by the affirmative vote of a majority of the shares of this
Corporation entitled to vote represented at a duly held meeting at which a
quorum is present or by the written consent of holders of a majority of the
outstanding shares entitled to vote.  For such purpose, the shares
owned by the person to be indemnified shall not be considered outstanding or
entitled to vote thereon; or
 
 (4)       The
court in which such proceeding is or was pending upon application made by this
Corporation or the agent or the attorney or other person rendering services in
connection with the defense, whether or not such application by the agent,
attorney or other person is opposed by this Corporation.
 
 (f)       Expenses
incurred in defending any proceeding may be advanced by the Corporation prior to
the final disposition of such proceeding upon receipt of an undertaking by or on
behalf of the agent to repay such amount if it shall be determined ultimately
that the agent is not entitled to be indemnified as authorized in this
section.
 
 (g)       The
indemnification provided by this section shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office, to the extent such additional rights to
indemnification are authorized in the articles of this
Corporation.  The rights to indemnity hereunder shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors, and administrators of the
person.  Nothing contained in this section shall affect any right to
indemnification to which persons other than such directors and officers may be
entitled by contract or otherwise.
 
 (h)       No
indemnification or advance shall be made under this section, except as provided
in subsection (d) or paragraph
 
 (3) of
subsection (e), in any circumstance where it appears:
 
 (1)       That
it would be inconsistent with a provision of the articles, bylaws, a resolution
of the shareholders or an agreement in effect at the time the accrual of the
alleged cause of action asserted in the proceeding in which the expenses were
incurred or other amounts were paid, which prohibits or otherwise limits
indemnification; or
 
 (2)       That
it would be inconsistent with any condition expressly imposed by a court in
approving a settlement.
 
 (i)       This
Corporation may purchase and maintain insurance on behalf of any agent of this
Corporation against any liability asserted against or incurred by the agent in
such capacity or arising out of the agent’s status as such, whether or not this
Corporation would have the power to indemnify the agent against such liability
under the provisions of this section.  The fact that this Corporation
owns all or a portion of the shares of the company issuing a policy of insurance
shall not render this subsection inapplicable if either of the following
conditions are satisfied:
 
 (1)       If
authorized in the Articles of Incorporation of this Corporation, any policy
issued is limited to the extent provided by subdivision (d) of Section 204 of
the California Corporations Code; or
 
 (2)       (A)           The
company issuing the insurance policy is organized, licensed, and operated in a
manner that complies with the insurance laws and regulations applicable to its
jurisdiction of organization,
 
 (B)      The
company issuing the policy provides procedures for processing claims that do not
permit that company to be subject to the direct control of the Corporation that
purchased that policy, and
  10
  (C)      The
policy issued provides for some manner of risk sharing between the issuer and
purchaser of the policy, on one hand, and some unaffiliated person or persons,
on the other, such as by providing for more than one unaffiliated owner of the
company issuing the policy or by providing that a portion of the coverage
furnished will be obtained from some unaffiliated insurer or
re-insurer.
 
 (j)    
   This Section 15 does not apply to any proceeding against any
trustee, investment manager or other fiduciary of an employee benefit plan in
such person’s capacity as such, even though such person may also be an agent of
the Corporation as defined in subsection (a) of this Section.  This
Corporation shall have power to indemnify such a trustee, investment manager or
other fiduciary to the extent permitted by subdivision (f) of Section 207 of the
California General Corporation Law.
 ARTICLE
IV
 Officers
 
 Section 1.Officers.  The officers of
the Corporation shall be a President, a Secretary and a Chief Financial
Officer.  The Corporation may also have, at the discretion of the
Board of Directors, a Chairman of the Board, a Chief Executive Officer, one or
more Vice Presidents, one or more Assistant Secretaries, one or more assistant
financial officers and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article.
 
 Section 2.Election.  The officers of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be chosen annually
by the Board of Directors, and each shall hold his office at the pleasure of the
Board or until he shall resign or shall be removed or otherwise disqualified to
serve, or his successor shall be elected and qualified.
 
 Section 3.Subordinate
Officers, Etc.  The Board of Directors may appoint, and may
empower the Chief Executive Officer or the President to appoint, such other
officers as the business of the Corporation may require, each of whom shall hold
office, for such period, have such authority and perform such duties as are
provided in the bylaws or as the Board of Directors may from time to time
determine.
 
 Section 4.Removal
and Resignation.  Any officer may
be removed, either with or without cause, by the Board of Directors, at any
regular or special meeting thereof, or, except in case of an officer chosen by
the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors (subject, in each case, to the rights, if
any, of an officer under any contract of employment).
 
 Any
officer may resign at any time by giving written notice to the Board of
Directors, without prejudice, however, to the rights, if any, of the Corporation
under any contract to which such officer is a party.  Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
 
 Section 5.Vacancies.  A vacancy in any
office because of death, resignation, removal, disqualification or any other
cause shall be filled in the manner prescribed in the bylaws for regular
appointments to such office.
 
 Section 6.Chairman
of the Board.  The Chairman of
the Board, if there shall be such an officer, shall, if present, preside at all
meetings of the Board of Directors and exercise and perform such other powers
and duties as may be from time to time assigned to him by the Board of Directors
or prescribed by the bylaws.
 
 Section 7.Chief
Executive Officer.  The Chief Executive Officer of the
Corporation, if there shall be such an officer, shall, subject to the control of
the Board of Directors, have general supervision, direction and control of the
business of the Corporation.  He shall exercise the duties usually
vested in the chief executive officer of a corporation and perform such other
powers and duties as may be assigned to him from time to time by the Board of
Directors or prescribed by the bylaws.  In the absence of the Chairman
of the Board, the Chief Executive Officer shall preside at meetings of the Board
of Directors.
  11
  Section 8.President.  Subject to such
supervisory powers, if any, as may be given by the Board of Directors to the
Chief Executive Officer, if there shall be such an officer, the President shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business of the Corporation.   He
shall have the general powers and duties of management usually vested in the
office of president of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the
bylaws.  In the absence of the Chairman of the Board and the Chief
Executive Officer, the President shall preside at meetings of the Board of
Directors.
 
 Section 9.Vice
President.  In the absence or
disability of the President, the Vice Presidents in order of their rank as fixed
by the Board of Directors or, if not ranked, the Vice President designated by
the Board of Directors, shall perform all the duties of the President, and when
so acting shall have all the powers of, and be subject to all the restrictions
upon, the President.  The Vice Presidents shall have such other powers
and perform such other duties as from time to time may be prescribed for them
respectively by the Board of Directors, the Chief Executive Officer, the
President or the bylaws.
 
 Section 10.Secretary.  The Secretary
shall record or cause to be recorded, and shall keep or cause to be kept, at the
principal executive office and such other place as the Board of Directors may
order, a book of minutes of actions taken at all meetings of directors and
shareholders, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice thereof given, the names of those
present at directors’ meetings, the number of shares present or represented at
shareholders’ meetings, and a summary of the proceedings thereof.
 
 The
Secretary shall keep, or cause to be kept, at the principal executive office or
at the office of the Corporation’s transfer agent, a share register, or a
duplicate share register, showing the names of the shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.
 
 The
Secretary shall give, or cause to be given, notice of all the meetings of the
shareholders and of the Board of Directors required by the bylaws or by law to
be given, and he shall keep the seal of the Corporation, if one be adopted, in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the bylaws.
 
 Section 11.Chief
Financial Officer.  The Chief
Financial Officer of the Corporation shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the Corporation.  The Chief
Financial Officer shall deposit all monies and other valuables in the name and
to the credit of the Corporation with such depositories as may be designated by
the Board of Directors.  He shall make such disbursements of the funds
of the Corporation as may be authorized by the Board of Directors, shall render
to the Chief Executive Officer, the President and the directors, whenever they
request it, an account of all of his transactions as Chief Financial Officer and
of the financial condition of the Corporation, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
the bylaws.
 
 Section 12.Officer
Loans and Guarantees.If the
Corporation has outstanding shares held of record by 100 or more persons
(determined as provided in Section 605 of the California General Corporation
Law) on the date of approval by the Board of Directors, the Corporation may make
loans of money or property to, or guarantee the obligation of, any officer of
the Corporation or its parent or any subsidiary, whether or not the officer is a
director, or adopt an employee benefit plan or plans authorizing such loans or
guaranties, upon the approval of the Board of Directors alone, by a vote
sufficient without counting the vote of any interested director or directors, if
the Board of Directors determines that such a loan or guaranty or plan may
reasonably be expected to benefit the Corporation.
 
 ARTICLE
V
 Miscellaneous
 
 Section 1.Record
Date.  The Board of
Directors may fix a time in the future as a record date for the determination of
the shareholders entitled to notice of and to vote at any meeting of
shareholders or entitled to give consent to corporate action in writing without
a meeting, to receive any report, to receive any dividend or distribution, or
any allotment of rights, or to exercise rights in respect to any change,
conversion or exchange of shares.  The record date so fixed shall be
not more than sixty (60) days nor less than ten (10) days prior to the date of
any meeting, nor more than sixty (60) days prior to any other event for the
purposes of which it is fixed.  When a record date is so fixed, only
shareholders of record at the close of business on that date are entitled to
notice of and to vote at any such meeting, to give consent without a meeting, to
receive any report, to receive a dividend, distribution or allotment of rights,
or to exercise the rights, as the case may be, notwithstanding any transfer of
any shares on the books of the Corporation after the record date, except as
otherwise provided in the Articles of Incorporation or bylaws.
  12
  Section 2.Inspection
of Corporate Records.  The accounting
books and records, the record of shareholders, and minutes of proceedings of the
shareholders and the Board and committees of the Board of this Corporation and
any subsidiary of this Corporation shall be open to inspection upon the written
demand on the Corporation of any shareholder or holder of a voting trust
certificate at any reasonable time during usual business hours, for a purpose
reasonably related to such holder’s interests as a shareholder or as the holder
of such voting trust certificate.  Such inspection by a shareholder or
holder of a voting trust certificate may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.
 
 A
shareholder or shareholders holding at least 5 percent in the aggregate of the
outstanding voting shares of the Corporation or who hold at least 1 percent of
such voting shares and have filed a Schedule 14B with the United States
Securities and Exchange Commission relating to the election of directors of the
Corporation shall have (in person, or by agent or attorney) the right to inspect
and copy the record of shareholders’ names and addresses and shareholdings
during usual business hours upon five business days’ prior written demand upon
the Corporation and to obtain from the transfer agent for the Corporation, upon
written demand and upon the tender of its usual charges, a list of the
shareholders’ names and addresses, who are entitled to vote for the election of
directors, and their shareholdings, as of the most recent record date for which
it has been compiled or as of a date specified by the shareholder subsequent to
the date of demand.  The list shall be made available on or before the
later of five business days after the demand is received or the date specified
therein as the date as of which the list is to be compiled.
 
 Every
director shall have the absolute right at any reasonable time to inspect and
copy all books, records and documents of every kind and to inspect the physical
properties of the Corporation.  Such inspection by a director may be
made in person or by agent or attorney and the right of inspection includes the
right to copy and make extracts.
 
 Section 3.Checks,
Drafts, Etc.  All checks, drafts or other orders for payment of
money, notes or other evidences of indebtedness, issued in the name of or
payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board of Directors.
 
 Section 4.Annual
Report to Shareholders.  The annual report
to shareholders referred to in Section 1501 of the California General
Corporation Law is expressly waived so long as the Corporation has fewer than
100 shareholders, but nothing herein shall be interpreted as prohibiting the
Board from issuing annual or other periodic reports to
shareholders.
 
 A
shareholder or shareholders holding at least five percent of the outstanding
shares of any class of the Corporation may make a written request to the
Corporation for an income statement of the Corporation for the three-month,
six-month or nine-month period of the current fiscal year ended more than 30
days prior to the date of the request and a balance sheet of the Corporation as
of the end of such period and, in addition, if no annual report for the last
fiscal year has been sent to shareholders, the annual report for the last fiscal
year.  The Corporation shall use its best efforts to deliver on the
statement to the person making the request within 30 days
thereafter.  A copy of any such statements shall be kept on file in
the principal executive office of the Corporation for 12 months and they shall
be exhibited at all reasonable times to any shareholder demanding an examination
of them or a copy shall be mailed to such shareholder.
 
 The
quarterly income statements and balance sheets referred to in this section shall
be accompanied by the report thereon, if any, of any independent accountants
engaged by the Corporation or the certificate of an authorized officer of the
Corporation that such financial statements were prepared without audit from the
books and records of the Corporation.
 
 Section 5.Contracts,
Etc., How Executed.  The Board of
Directors, except as in the bylaws otherwise provided, may authorize any officer
or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances; and, unless so authorized by
the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or to any amount.
  13
  Section 6.Certificate
for Shares.  Every holder of
shares in the Corporation shall be entitled to have a certificate signed in the
name of the Corporation by the Chairman or vice chairman of the Board or the
president or vice president and by the chief financial officer or an assistant
financial officer or the secretary or any assistant secretary, certifying the
number of shares and the class or series of shares owned by the
shareholder.  Any of the signatures on the certificate may be
facsimile, provided that in such event at least one signature, including that of
either officer or the Corporation’s registrar or transfer agent, if any, shall
be manually signed.  In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were an officer, transfer agent or registrar at the date of
issue.
 
 Any such
certificate shall also contain such legend or other statement as may be required
by Section 418 of the General Corporation Law, the Corporate Securities Law of
1968, the federal securities laws, and any agreement between the Corporation and
the issuer thereof.
 
 Certificates
for shares may be issued prior to full payment under such restrictions and for
such purposes as the Board of Directors or the bylaws may provide; provided,
however, that any such certificate so issued prior to full payment shall state
on the face thereof the amount remaining unpaid and the terms of payment
thereof.
 
 No new
certificate for shares shall be issued in lieu of an old certificate unless the
latter is surrendered and cancelled at the same time; provided, however, that a
new certificate will be issued without the surrender and cancellation of the old
certificate if (1) the old certificate is lost, apparently destroyed or
wrongfully taken; (2) the request for the issuance of the new certificate is
made within a reasonable time after the owner of the old certificate has notice
of its loss, destruction or theft; (3) the request for the issuance of a new
certificate is made prior to the receipt of notice by the Corporation that the
old certificate has been acquired by a bona fide purchaser; (4) the owner of the
old certificate files a sufficient indemnity bond with or provides other
adequate security to the Corporation; and (5) the owner satisfies any other
reasonable requirements imposed by the Corporation.  In the event of
the issuance of a new certificate, the rights and liabilities of the
Corporation, and of the holders of the old and new certificates, shall be
governed by the provisions of Section 8104 and 8405 of the California Uniform
Commercial Code.
 
 Section 7.Representation
of Shares of Other Corporations.  The president or
any vice president and the secretary or any assistant secretary of this
Corporation are authorized to vote, represent and exercise on behalf of this
Corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this Corporation.  The
authority herein granted to said officers to vote or represent on behalf of this
Corporation any and all shares held by this corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officers.
 
 Section 8.Inspection
of Bylaws.  The Corporation
shall keep in its principal executive office in California, or, if its principal
executive office is not in California, then at its principal business office in
California (or otherwise provide upon Written request of any shareholder) the
original or a copy of the bylaws as amended or otherwise altered to date,
certified by the secretary, which shall be open to inspection by the
shareholders at all reasonable times during office hours.
 
 Section 9.Construction
and Definitions.  Unless the
context otherwise requires, the general provisions, rules of construction and
definitions contained in the California General Corporation Law shall govern the
construction of these bylaws.  Without limiting the generality of the
foregoing, the masculine gender includes the feminine and neuter, the singular
number includes the plural and the plural number includes the singular, and the
term “person” includes a corporation as well as a natural
person.
  14
  ARTICLE
VI
 Amendments
 
 Section 1.Power of
Shareholders.  New bylaws may be
adopted or these bylaws may be amended or repealed by the affirmative vote of a
majority of the outstanding shares entitled to vote, or by the written assent of
shareholders entitled to vote such shares, except as otherwise provided by law
or by the Articles of Incorporation.
 
 Section 2.Power of
Directors.  Subject to the
right of shareholders as provided in Section 1 of this Article VI to adopt,
amend or repeal bylaws, bylaws may be adopted, amended or repealed by the Board
of Directors; provided, however, after issuance of shares, a bylaw specifying or
changing a fixed number of directors or the maximum or minimum number or
changing from a fixed to a variable board or vice versa may only be adopted by
approval of the outstanding shares as provided herein.






15