**EXHITBIT 3.2**

**BYLAWS**

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**OF**

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**SYSTEMAX INC.**

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# ARTICLEI

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# OFFICES

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## Section 1.               Registered Office. Theregistered office shall be in the City of Wilmington, County of New Castle,State of Delaware.

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## Section 2.               Other Offices. TheCorporation may also have offices at such other places both within and withoutthe State of Delaware as the Board of Directors may from time to time determineor the business of the Corporation may require.

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## Section 3.               Books. The books of theCorporation may be kept within or without of the State of Delaware as the Boardof Directors may from time to time determine or the business of the Corporationmay require.

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# ARTICLEII

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# MEETINGSOF STOCKHOLDERS

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## Section 1.                                            Time and Place of Meetings.All meetings of stockholders shall be held at such place, either within orwithout the State of Delaware, on such date and at such time as may bedetermined from time to time by the Board of Directors (or the Chairman in theabsence of a designation by the Board of Directors).

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## Section 2.                                            Annual Meetings.Annual meetings of stockholders, commencing with the year 1996, shall be heldto elect the Board of Directors and transact such other business as mayproperly be brought before the meeting.

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## Section 3.                                            Special Meetings.Special meetings of stockholders may be called by the Board of Directors, theChairman of the Board of Directors, the Chief Executive Officer, the Presidentof Domestic Operations or the President of International Operations and may notbe called by any other person.

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## Section 4.                                            Notice of Meetings and Adjourned Meetings; Waivers of Notice. (a) Whenever stockholders are required or permittedto take any action at a meeting, a written notice of the meeting shall be givenwhich shall state the place, date and hour of the meeting, and, in the case ofa special meeting, the purpose or purposes for which the meeting is called.Unless otherwise provided by the General Corporation Law 

 

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## of theState of Delaware as the same exists or may hereafter be amended (“Delaware Law”),such notice shall be given not less than 10 nor more than 60 days before thedate of the meeting to each stockholder of record entitled to vote at suchmeeting. Unless these bylaws otherwise require, when a meeting is adjourned toanother time or place (whether or not a quorum is present), notice need not begiven of the adjourned meeting if the time and place thereof are announced atthe meeting at which the adjournment is taken. At the adjourned meeting, theCorporation may transact any business which might have been transacted at theoriginal meeting. If the adjournment is for more than 30 days, or after theadjournment a new record date is fixed for the adjourned meeting, a notice ofthe adjourned meeting shall be given to each stockholder of record entitled tovote at the meeting.

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### (b)                                 A written waiver of any such notice signed by the personentitled thereto, whether before or after the time stated therein, shall bedeemed equivalent to notice. Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person attendsthe meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfullycalled or convened. Business transacted at any special meeting of stockholdersshall be limited to the purposes stated in the notice.

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## Section 5.                                            Quorum.Unless otherwise provided under the certificate of incorporation or thesebylaws and subject to Delaware Law, the presence, in person or by proxy, of theholders of a majority of the outstanding capital stock of the Corporationentitled to vote at a meeting of stockholders shall constitute a quorum for thetransaction of business.

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## Section 6.                                            Voting. (a) Unlessotherwise provided in the certificate of incorporation and subject to DelawareLaw, each stockholder shall be entitled to one vote for each outstanding shareof capital stock of the Corporation held by such stockholder. Unless otherwiseprovided in Delaware Law, the certificate of incorporation or these bylaws, theaffirmative vote of a majority of the shares of capital stock of theCorporation present, in person or by proxy, at a meeting of stockholders andentitled to vote on the subject matter shall be the act of the stockholders.Unless a greater vote is otherwise required by Delaware law, the certificate of incorporation or these bylaws, theaffirmative vote of the holders of at least a majority of  the outstanding shares of Common Stock of theCorporation entitled to vote and present in person, or by properly executedproxy, at a meeting of stockholders at which a quorum is present shall berequired to elect a Director to the Board of Directors at the first annualmeeting of the stockholders to be held after May 15, 2006.

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### (b)                                 Each stockholder entitled to vote at a meeting ofstockholders or to express consent or dissent to a corporate action in writingwithout a meeting may authorize another person or persons to act for him byproxy, but no such proxy shall be voted or acted upon after three years fromits date, unless the proxy provides for a longer period.

 

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## Section 7.                                            Action by Consent.(a) Unless otherwise provided in the certificate of incorporation, anyaction required to be taken at any annual or special meeting of stockholders,or any action which may be taken at any annual or special meeting ofstockholders, may be taken without a meeting, without prior notice and withouta vote, if a consent or consents in writing, setting forth the action so taken,shall be signed by the holders of outstanding capital stock having not lessthan the minimum number of votes that would be necessary to authorize or takesuch action at a meeting at which all shares entitled to vote thereon werepresent and voted and shall be delivered to the Corporation by delivery to itsregistered office in Delaware, its principal place of business, or an officeror agent of the Corporation having custody of the book in which proceedings ofmeetings of stockholders are recorded. Delivery made to the Corporation’sregistered office shall be by hand or by certified or registered mail, returnreceipt requested. Prompt notice of the taking of the corporate action withouta meeting by less than unanimous written consent shall be given to thosestockholders who have not consented in writing.

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### (b)                                 Every written consent shall bear the date of signature ofeach stockholder who signs the consent, and no written consent shall beeffective to take the corporate action referred to therein unless, within 60days of the earliest dated consent delivered in the manner required by this Section andDelaware Law to the Corporation, written consents signed by a sufficient numberof holders to take action are delivered to the Corporation by delivery to itsregistered office in Delaware, its principal place of business, or an officeror agent of the Corporation having custody of the book in which proceedings ofmeetings of stockholders are recorded. Delivery made to the Corporation’sregistered office shall be by hand or by certified or registered mail, returnreceipt requested.

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## Section 8.                                            Organization.At each meeting of stockholders, the Chairman of the Board, if one shall havebeen elected, (or in his absence or if one shall not have been elected, the ChiefExecutive Officer, the President of Domestic Operations or the President ofInternational Operations) shall act as chairman of the meeting. The Secretary(or in his absence or inability to act, the person whom the chairman of themeeting shall appoint secretary of the meeting) shall act as secretary of themeeting and keep the minutes thereof.

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## Section 9.                                            Order  of Business. The order of business at all meetings of stockholdersshall be as determined by the chairman of the meeting.

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# ARTICLEIII

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# DIRECTORS

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## Section 1.                                            General Powers.Except as otherwise provided in Delaware Law or the certificate ofincorporation, the business and affairs of the Corporation shall be managed byor under the direction of the Board of Directors.

 

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## Section 2.                                            Number, Election and Term of Office. The number of directors which shall constitute the wholeBoard shall be fixed from time to time by resolution of the Board of Directorsbut shall not be less than three or more than nine. The directors shall beelected at the annual meeting of the stockholders, except as provided in Section 12of this Article III, and each director so elected shall hold office untilhis successor is elected and qualified or until his earlier death, resignationor removal. Directors need not be stockholders.

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## Section 3.                                            Quorum and Manner of Acting.Unless the certificate of incorporation or these bylaws require a greaternumber, a majority of the total number of directors shall constitute a quorumfor the transaction of business, and the affirmative vote of a majority of thedirectors present at meeting at which a quorum is present shall be the act ofthe Board of Directors. When a meeting is adjourned to another time or place(whether or not a quorum is present), notice need not be given of the adjournedmeeting if the time and place thereof are announced at the meeting at which theadjournment is taken. At the adjourned meeting, the Board of Directors maytransact any business which might have been transacted at the original meeting.If a quorum shall not be present at any meeting of the Board of directors thedirectors present thereat may adjourn the meeting, from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be present.

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## Section 4.                                            Time and Place of Meetings.The Board of Directors shall hold its meetings at such place, either within orwithout the State of Delaware, and at such time as may be determined from timeto time by the Board of Directors (or the Chairman in the absence of adetermination by the Board of Directors).

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## Section 5.                                            Annual Meeting.The Board of Directors shall meet for the purpose of organization, the electionof officers and the transaction of other business, as soon as practicable aftereach annual meeting of stockholders, on the same day and at the same placewhere such annual meeting shall be held. Notice of such meeting need not begiven. In the event such annual meeting is not so held, the annual meeting ofthe Board of Directors may be held at such place either within or without theState of Delaware, on such date and at such time as shall be specified in anotice thereof given as hereinafter provided in Section 7 of this Article IIIor in a waiver of notice thereof signed by any director who chooses to waivethe requirement of notice.

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## Section 6.                                            Regular Meetings.After the place and time of regular meetings of the Board of Directors shallhave been determined and notice thereof shall have been once given to eachmember of the Board of Directors, regular meetings may be held without furthernotice being given.

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## Section 7.                                            Special Meetings.Special meetings of the Board of Directors may be called by the Chairman of theBoard, the Chief Executive Officer, the President of Domestic Operations or thePresident of International Operations and shall be called by the Chairman ofthe Board, Chief Executive Officer or Secretary on the written request of threedirectors. Notice of special meetings of the Board of Directors 

 

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## shallbe given to each director at least three days before the date of the meeting insuch manner as is determined by the Board of Directors.

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## Section 8.                                            Committees.The Board of Directors may, by resolution passed by a majority of the wholeBoard, designate one or more committees, each committee to consist of one ormore of the directors of the Corporation. The Board may designate one or moredirectors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee. Any such committee, to theextent provided in the resolution of the Board of Directors, shall have and mayexercise all the powers and authority of the Board of Directors in themanagement of the business and affairs of the Corporation, and may authorizethe seal of the Corporation to be affixed to all papers which may require it;but no such committee shall have the power or authority in reference toamending the certificate of incorporation, adopting an agreement of merger orconsolidation, recommending to the stockholders the sale, lease or exchange ofall or substantially all of the Corporation’s property and assets, recommendingto the stockholders a dissolution of the Corporation or a revocation of adissolution, or amending the bylaws of the Corporation; and unless theresolution of the Board of Directors or the certificate of incorporationexpressly so provide, no such committee shall have the power or authority todeclare a dividend or to authorize the. issuance of stock. Each committee shallkeep regular minutes of its meetingsand report the same to the Board of Directors when required.

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## Section 9.                                            Action by Consent.Unless otherwise restricted by the certificate of incorporation or thesebylaws, any action required or permitted to be taken at any meeting of theBoard of Directors or of any committee thereof may be taken without a meeting,if all members of the Board or committee, as the case may be, consent theretoin writing, and the writing or writings are filed with the minutes ofproceedings of the Board or committee.

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## Section 10.                                      Telephonic Meetings.Unless otherwise restricted by the certificate of incorporation or thesebylaws, members of the Board of Directors, or any committee designated by theBoard of Directors, may participate in a meeting of the Board of Directors, orsuch committee, as the case may be, by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and such participation in a meeting shallconstitute presence in person at the meeting.

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## Section 11.                                      Resignation.Any director may resign at any time by giving written notice to the Board ofDirectors or to the Secretary of the Corporation. The resignation of anydirector shall take effect upon receipt of notice thereof or at such later timeas shall be specified in such notice; and unless otherwise specified therein,the acceptance of such resignation shall not be necessary to make it effective.

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## Section 12.                                      Vacancies.Unless otherwise provided in the certificate of incorporation, vacancies andnewly created directorships resulting from any increase in the authorizednumber of directors elected by all the stockholders having the right to vote asa single class may be filled by a majority of the directors then in office,although less 

 

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## than aquorum, or by a sole remaining director. Whenever the holders of any class orclasses of stock or series thereof are entitled to elect one or more directorsby the certificate of incorporation, vacancies and newly created directorshipsof such class or classes or series may be filled by a majority of directorselected by such class or classes or series thereof then in office, or by a soleremaining director so elected. Each director so chosen shall hold office untilhis successor is elected and qualified, or until his earlier death, resignationor removal. If there are no directors in office, then an election of directorsmay be held in accordance with Delaware Law. Unless otherwise provided in thecertificate of incorporation, when one or more directors shall resign from theBoard, effective at a future date, a majority of the directors then in office,including those who have so resigned, shall have the power to fill such vacancyor vacancies, the vote thereon to take effect when such resignation orresignations shall become effective, and each director so chosen shall holdoffice as provided in the filling of other vacancies.

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## Section 13.                                      Removal.Any director or the entire Board of Directors may be removed, with or withoutcause, at any time by the affirmative vote of the holders of a majority of theoutstanding capital stock of the Corporation entitled to vote and the vacanciesthus created may be filled in accordance with Section 12 of this Article III.

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## Section 14.                                      Compensation.Unless otherwise restricted by the certificate of incorporation or thesebylaws, the Board of Directors shall have authority to fix the compensation ofdirectors, including fees and reimbursement of expenses.

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Section 15.                                      Independent Director.

 

(i)                                     The Board’s independent directors shall elect one of the independentdirectors to serve as a lead independent director (the “Lead Independent Director”).  The Lead Independent Director shall bereaffirmed annually by vote of a majority of the independent directors.

 

(ii)                                  The Board’s independent directors shall meet separately from the ChiefExecutive Officer in executive sessions, chaired by the Lead IndependentDirector, held on at least a quarterly basis.

 

 (iii)                            TheLead Independent Director is responsible for coordinating the activities of theindependent directors.  In addition tothe duties of all Board members (which shall not be limited or diminished bythe Lead Independent Director’s role), the specific responsibilities of theLead Independent Director shall be as follows:

 

(a) advise the Chairman of the Board as to anappropriate schedule of Board meetings, seeking to ensure that the independentdirectors can perform their duties responsibly while not interfering with theflow of the Corporation’s operations;

 

(b) provide the Chairman of the Board withinput as to the preparation of agendas for the Board and committee meetings;

 

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(c) advise the Chairman of the Board as to thequality, quantity, and timeliness of the flow of information from theCorporation’s management that is necessary for the independent directors toeffectively and responsibly perform their duties, and although the Corporation’smanagement is responsible for the preparation of materials for the Board, theLead Independent Director may specifically request the inclusion of certainmaterial;

 

(d) recommend to the Chairman of the Board theretention of consultants who report directly to the Board;

 

(e) assist the Board and the Corporation’sofficers in assuring compliance with and implementation of the corporategovernance policies; and be principally responsible for recommending revisionsto the corporate governance policies;

 

(f) coordinate and develop the agenda for, andmoderate executive sessions of, the independent directors of  the Board, and act as principal liaisonbetween the independent directors and the Chairman of the Board on sensitiveissues; and

 

(g) recommend to the Chairman of the Board themembership of the various Board committees.

 

# ARTICLEIV

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# OFFICERS

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## Section 1.                                            Principal Officers.The principal officers of the Corporation shall be a Chief Executive Officer,Chief Financial Officer, a President of Domestic Operations, a President ofInternational Operations, one or more Senior Vice Presidents, a Treasurer, anda Secretary who shall have the duty, among other things, to record theproceedings of the meetings of stockholders and directors in a book kept forthat purpose. The Corporation may also have such other principal officers,including one or more Controllers, as the Board may in its discretion appoint.One person may hold the offices and perform the duties of any two or more ofsaid offices, except that no one person shall hold the offices and perform theduties of Chief Executive Officer and Secretary.

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## Section 2.                                            Election.Term of Office and Remuneration. The principal officers of the Corporationshall be elected annually by the Board of Directors at the annual meetingthereof. Each such officer shall hold office until his successor is elected andqualified, or until his earlier death, resignation or removal. The remunerationof all officers of the Corporation shall be fixed by the Board of Directors.Any vacancy in any office shall be filled in such manner as the Board ofDirectors shall determine.

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## Section 3.                                            Subordinate Officers.In addition to the principal officers enumerated in Section 1 of this Article IV,the Corporation may have one or more Assistant Treasurers, AssistantSecretaries and Assistant Controllers and such other subordinate officers,agents and employees as the Board of Directors may deem 

 

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## necessary,each of whom shall hold office for such period as the Board of Directors mayfrom time to time determine. The Board of Directors may delegate to anyprincipal officer the power to appoint and to remove any such subordinateofficers, agents or employees.

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## Section 4.                                            Removal.Except as otherwise permitted with respect to subordinate officers, any officermay be removed, with or without cause, at any time, by resolution adopted bythe Board of Directors; provided that no such removal shall alter, void orotherwise effect any change in any written contractual relationship between theCorporation and any such officer thus removed from office.

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## Section 5.                                            Resignations.Any officer may resign at any time by giving written notice to the Board of Directors(or to a principal officer if the Board of Directors has delegated to suchprincipal officer the power to appoint and to remove such officer). Theresignation of any officer shall take effect upon receipt of notice thereof orat such later time as shall be specified in such notice; and unless otherwisespecified therein, the acceptance of such resignation shall not be necessary tomake it effective.

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## Section 6.                                            Powers and Duties.The officers of the Corporation shall have such powers and perform such dutiesincident to each of their respective offices and such other duties as may fromtime to time be conferred upon or assigned to them by the Board of Directors.

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# ARTICLEV

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# GENERALPROVISIONS

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## Section 1.                                            Fixing the Record Date.(a) In order that the Corporation may determine the stockholders entitledto notice of or to vote at any meeting of stockholders or any adjournmentthereof, the Board of Directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date isadopted by the Board of Directors, and which record date shall not be more than60 nor less than 10 days before the date of such meeting. If no record date isfixed by the Board of Directors, the record date for determining stockholdersentitled to notice of or to vote at a meeting of stockholders shall be at theclose of business an the day next preceding the day on which notice is given,or, if notice is waived, at the close of business on the day next preceding theday on which the meeting is held. A determination of stockholders of recordentitled to notice of or to vote at a meeting of stockholders shall apply toany adjournment of the meeting; provided that the Board of Directors may fix anew record date for the adjourned meeting.

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### (b)                                 In order that the Corporation may determine the stockholdersentitled to consent to corporate action in writing without a meeting, the Boardof Directors may fix a record date, which record date shall not precede thedate upon which the resolution fixing the record date is adopted by the Boardof Directors, and which date shall not be more than 10 days after the date uponwhich the resolution fixing the record date is adopted by the Board ofDirectors. If no record date has been fixed by the Board 

 

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### ofDirectors, the record date for determining stockholders entitled to consent tocorporate action in writing without a meeting, when no prior action by theBoard of Directors is required by Delaware Law, shall be the first date onwhich a signed written consent setting forth the action taken or proposed to betaken is delivered to the Corporation by delivery to its registered office inDelaware, its principal place of business, or an officer or agent of the Corporationhaving custody of the book in which proceedings of meetings of stockholders arerecorded. Delivery made to the Corporation’s registered office shall be by handor by certified or registered mail, return receipt requested. If no record datehas been fixed by the Board of Directors and prior action by the Board ofDirectors is required by Delaware Law, the record date for determiningstockholders entitled to consent to corporate action in writing without ameeting shall be at the close of business on the day on which the Board ofDirectors adopts the resolution taking such prior action.

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### (c)                                  In order that the Corporation may determine the stockholdersentitled to receive payment of any dividend or other distribution or allotmentof any rights or the stockholders entitled to exercise any rights in respect ofany change, conversion or exchange of stock, or for the purpose of any otherlawful action, the Board of Directors may fix a record date, which record dateshall not precede the date upon which the resolution fixing the record date isadopted, and which record date shall be not more than 60 days prior to suchaction. If no record date is fixed, the record date for determiningstockholders for any such purpose shall be at the close of business on the dayon which the Board of Directors adopts the resolution relating thereto.

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## Section 2.                                            Dividends.Subject to limitations contained in Delaware Law and the certificate ofincorporation, the Board of Directors may declare and pay dividends upon theshares of capital stock of the Corporation, which dividends may be paid eitherin cash, in property or in shares of the capital stock of the Corporation.

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## Section 3.                                            Fiscal Year.The fiscal year of the Corporation shall commence on the Sunday which followsthe Saturday closest to December 31 each year and shall end on the Saturday closest to December 31each year**.**

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## Section 4.                                            Corporate Seal.The corporate seal shall have inscribed thereon the name of the Corporation,the year of its organization and the words “Corporate Seal, Delaware”. The sealmay be used by causing it or a facsimile thereof to be impressed, affixed orotherwise reproduced.

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## Section 5.                                            Voting of Stock Owned by the Corporation. The Board of Directors may authorize any person, on behalfof the Corporation, to attend, vote atand grant proxies to be used at any meeting of stockholders of any corporation(except this Corporation) in which the Corporation may hold stock.

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## Section 6.                                            Amendments.These bylaws or any of them, may be altered, amended or repealed, or new bylawsmay be made, by the stockholders entitled to vote thereon at any annual orspecial meeting thereof or by the Board of Directors.

 

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