EXHIBIT
3.3
 
 CERTIFICATE
OF AMENDMENT OF THE BYLAWS OF QUALSTAR CORPORATION
 
 The
undersigned, who is the duly elected and acting Secretary of Qualstar
Corporation, a California corporation (the “Corporation”), does hereby certify
as follows:
 
 1.  By
resolutions duly adopted by the unanimous written consent of the Directors of
the Corporation, effective as of December 21, 2007, the Board of Directors of
the Corporation amended and restated Article V, Section 6 of the Bylaws of the
Corporation to read in its entirety, as follows:
 
 “Section 6.Certificates
for Shares; Uncertificated Shares.  Shares of capital
stock of the Corporation may be certificated or uncertificated, as hereinafter
provided.
 
 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 Sections 417 and 418 of the California General Corporation Law, the Corporate
Securities Law of 1968, the federal securities laws, and any agreement between
the Corporation and the purchaser thereof.
 
 This
Corporation may adopt a system of issuance, recordation and transfer of its
shares by electronic or other means not involving any issuance of
certificates.  To the extent and at such times as may be required by
applicable law, the Corporation shall send or cause to be sent to the registered
owner of uncertificated shares a written notice containing the information
required to be set forth or stated on certificates representing shares of the
same class or series of stock.
 
 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 certificate issued to represent shares prior to full payment, or, for
uncertificated shares, the initial transaction statement for such partly paid
shares, shall state on the face thereof the amount remaining unpaid and the
terms of payment thereof.
 
 No new
certificate for shares or uncertificated 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 or uncertificated shares 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 or uncertificated shares 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 or uncertificated shares 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 or
uncertificated shares, the rights and liabilities of the Corporation, and of the
holders of the old and new certificates and of uncertificated shares, shall be
governed by the provisions of Section 8104 and 8405 of the California Uniform
Commercial Code.”
  
  
 2.  The
foregoing amendment to the Bylaws of the Corporation has not been modified,
amended, rescinded, or revoked and remains in full force and effect on the date
hereof.
 
 
 IN
WITNESS WHEREOF, I have hereunto subscribed my name on this 21st day of
December, 2007.
 
  /s/ RICHARD A.
      NELSONRichard A. NelsonSecretary






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