**Exhibit3 (ii)**

BYLAWS

 

OF

 

**PACEMEDICAL, INC.**

(as amended and restated on March 20, 2002)

 

Section 1. ARTICLES OF ORGANIZATION

 

The name and purposes of the corporationshall be as set forth in the articles of organization of the corporation.  These bylaws, the powers of the corporationand of its directors and stockholders, or of any class of stockholders if thereshall be more than one class of stock, and all matters concerning the conductand regulation of the business and affairs of the corporation shall be subjectto such provisions in regard thereto, if any, as are set forth in the articlesof organization as from time to time in effect (the “Articles ofOrganization”).

 

Section 2. STOCKHOLDERS

 

2.1.  AnnualMeeting.  The annual meeting of thestockholders shall be held on such date and at such time and place (within theUnited States) within six months of the end of the corporation’s fiscal year asshall be designated from time to time by vote of the directors and stated inthe notice of meeting.  If that day be alegal holiday at the place where the meeting is to be held, the meeting shallbe held on the next succeeding day not a legal holiday at such place.  Purposes for which an annual meeting is tobe held, additional to those prescribed by law, by the Articles of Organizationor by these bylaws, may be specified by the President or by the directors.

 

2.2.  SpecialMeetings.  A special meeting of thestockholders may be called at any time by the President or by the directors andshall be called by the Clerk, or in the case of the death, absence, incapacityor refusal of the Clerk, by another officer upon the written request of theholders of at least ten percent (10%) of the shares of capital stock of thecorporation entitled to vote at such meeting. Each call of a meeting shall state the place, date, hour and purposes ofthe meeting.

 

2.3.  Placeof Meetings.  All meetings of thestockholders shall be held at the principal office of the corporation inMassachusetts or, to the extent permitted by the Articles of Organization andby law, at such other place within the United States as shall be fixed by theperson(s) calling the meeting.  Anyadjourned session of any meeting of the stockholders shall be held at the samecity or town as the initial session, or within Massachusetts, in either case atthe place designated in the vote of adjournment.

 

2.4.  Noticeof Meetings.  A written notice ofeach meeting of stockholders, stating the place, date, and hour and thepurposes of the meeting, shall be given at least seven

 

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days before the meeting to each stockholder entitled to vote thereatand to each stockholder who, by law, by the Articles of Organization or bythese bylaws, is entitled to notice, by leaving such notice with him or at hisresidence or usual place of business, or by mailing it, postage prepaid,addressed to such stockholder at his address as it appears in the records ofthe corporation.  Such notice shall begiven by the Clerk or an assistant Clerk or by an officer designated by the directorsor by the person(s) calling the meeting. Whenever notice of a meeting is required to be given to a stockholderunder any provision of the Business Corporation Law of the Commonwealth ofMassachusetts or of the Articles of Organization or these bylaws, a writtenwaiver thereof, executed before or after the meeting by such stockholder or hisattorney thereunto authorized and filed with the records of the meeting, shallbe deemed equivalent to such notice.

 

2.5.  Quorumof Stockholders.  At any meeting ofthe stockholders, a quorum shall consist of a majority in interest of all stockissued and outstanding and entitled to vote at the meeting, except when alarger quorum is required by law, by the Articles of Organization or by thesebylaws and except that if two or more classes of stock are outstanding andentitled to vote as separate classes, then in the case of each such class, aquorum shall consist of the holders of a majority in interest of the stock ofthat class issued, outstanding and entitled to vote.  Stock owned directly or indirectly by the corporation, if any,shall not be deemed outstanding for this purpose.  Any meeting may be adjourned from time to time by a majority ofthe votes properly cast upon the question, whether or not a quorum is present,and the meeting may be held as adjourned without further notice.

 

2.6.  Actionby Vote.  When a quorum is presentat any meeting, a plurality of the votes properly cast for election to anyoffice shall elect to such office, and a majority of the votes properly castupon any question other than an election to an office shall decide thequestion, except when a larger vote is required by law, by the Articles ofOrganization or by these bylaws and except that if there are two or moreclasses of stock entitled to vote as separate classes, then a plurality in eachsuch class of the shares present shall elect to such office, and a majority ineach such class of the shares present shall decide any question other than anelection to an office.  No ballot shallbe required for any election unless requested by a stockholder present orrepresented at the meeting and entitled to vote in the election.

 

2.7.  Voting.  Stockholders entitled to vote shall have onevote for each share of the stock entitled to vote held by them of recordaccording to the records of the corporation, unless otherwise provided by theArticles of Organization.  Thecorporation shall not, directly or indirectly, vote any share of its own stock.

 

2.8.  Actionby Writing.  Any action required orpermitted to be taken at any meeting of the stockholders may be taken without ameeting if all stockholders entitled to vote on the matter consent to theaction in writing and the written consents are filed with the records of themeetings of stockholders.  Such consentsshall be treated for all purposes as a vote at a meeting.

 

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2.9.  Proxies.  To the extent permitted by law, stockholdersentitled to vote may vote either in person or by proxy.  No proxy dated more than six months beforethe meeting named therein shall be valid. Unless otherwise specifically limited by their terms, such proxies shallentitle the holders thereof to vote at any adjournment of such meeting butshall not be valid after the final adjournment of such meeting.  Proxies shall be filed with the Clerk of themeeting, or of any adjournment thereof, before being voted.  A proxy purporting to be executed by or onbehalf of a stockholder shall be deemed valid unless challenged at or prior toits exercise.

 

Section 3. BOARD OF DIRECTORS

 

3.1.  Number.  A Board of Directors of such number (notless than three or the number of stockholders of the corporation, whichever isthe lesser) as shall be fixed by the stockholders at the annual or any specialmeeting, shall be elected by the stockholders at the annual meeting.  The number of directors may be increased atany time or from time to time either by the stockholders or by vote of amajority of the directors then in office. The number of directors may be decreased to any number permitted by lawat any time or from time to time either by the stockholders or by a vote of amajority of the directors then in office. No director need be a stockholder.

 

3.2.  Tenure.  Except as otherwise provided by law, by theArticles of Organization or by these bylaws, each director shall hold officeuntil the next annual meeting of the stockholders and until his successor isduly elected and qualified, or until he sooner dies, resigns, is removed or becomesdisqualified.

 

3.3.  Vacancies.  Any vacancy in the Board of Directors,including a vacancy resulting from the enlargement of the board, may be filledby the stockholders or, in the absence of stockholder action, by the directorsby vote of a majority of the directors then in office.  Except as otherwise provided by law, thedirectors shall have and may exercise all their powers notwithstanding theexistence of one or more vacancies in their number.

 

3.4.  Powers.  Except as reserved to the stockholders bylaw, by the Articles of Organization or by these bylaws, the business of thecorporation shall be managed by the directors who shall have and may exerciseall the powers of the corporation.  Inparticular, and without limiting the generality of the foregoing, the directorsmay at any time issue all or from time to time any part of the unissued capitalstock of the corporation from time to time authorized under the Articles ofOrganization and may determine, subject to any requirements of law, the considerationfor which stock is to be issued and the manner of allocating such considerationbetween capital and surplus.

 

3.5  Committees.  The directors may, by vote of a majority ofthe directors, then in office, elect from their number an executive committeeand other committees and delegate to any such committee or committees some orall of the powers of the directors except those which by law, by the Articlesof Organization or by these bylaws 

 

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they are prohibited from delegating. Except as the directors may otherwise determine, any such committee maymake rules for the conduct of its business, but unless otherwise provided bythe directors or such rules, its business shall be conducted as nearly as may bein the same manner as is provided by these bylaws for the conduct of businessby the directors. All members of such committees shall hold such offices at thepleasure of the directors.  Anycommittee to which the Board of Directors delegates any of its powers or dutiesshall keep records of its meetings and shall upon request report its action tothe Board of Directors. The Board of Directors shall have power to rescind anyaction of any committee, but no such rescission shall have retroactive effect.

 

3.6.  RegularMeetings.  Regular meetings of thedirectors may be held without call or notice at such places and at such timesas the directors may from time to time determine, provided that reasonablenotice of the first regular meeting following any such determination shall begiven to absent directors.  A regularmeeting of the directors may be held without call or notice immediately afterand at the same place as the annual meeting of the stockholders.

 

3.7.  SpecialMeetings.  Special meetings of thedirectors may be held at any time and at any place designated in the call ofthe meeting, when called by the President or the Treasurer or by two or moredirectors, reasonable notice thereof being given to each director by thesecretary or an assistant secretary, or, if there be none, by the Clerk or anassistant Clerk, or by the officer or one of the directors calling the meeting.

 

3.8.  Notice.  It shall be sufficient notice to a directorto send notice by mail at least forty–eight hours or by facsimile at leasttwenty–four hours before the meeting addressed to him at his usual orlast known business or residence address or to give notice to him in person orby telephone at least twenty–four hours before the meeting.  Notice of a meeting need not be given to anydirector if a written waiver of notice, executed by him before or after themeeting, is filed with the records of the meeting, or to any director whoattends the meeting without protesting prior thereto or at its commencement thelack of notice to him.  Neither noticeof a meeting nor a waiver of a notice need specify the purposes of the meeting.

 

3.9.  Quorum.  At any meeting of the directors a majorityof the directors then in office shall constitute a quorum.  Any meeting may be adjourned from time totime by a majority of the votes cast upon the question, whether or not a quorumis present, and the meeting may be held as adjourned without further notice.

 

3.10. Action by Vote.  When aquorum is present at any meeting, a majority of the directors present may takeany action, except when a larger vote is required by law, by the Articles ofOrganization or by these bylaws.

 

3.11. Action by Writing.  Unlessthe Articles of Organization otherwise provide, any action required orpermitted to be taken at any meeting of the directors may be taken without ameeting if all the directors consent to the action in writing and the writtenconsents are filed with the records of the meetings of the directors.  Such consents shall 

 

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be treated for all purposes as a vote taken at a meeting.

 

3.12. Presence Through Communications Equipment.  Unless otherwise provided by the Articles ofOrganization, members of the Board of Directors may participate in a meeting ofsuch board by means of a conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can heareach other at the same time and participation by such means shall constitutepresence in person at a meeting.

 

Section 4. OFFICERS AND AGENTS

 

4.1.  Enumeration;Qualification.  The officers of thecorporation shall be a President, a Treasurer, a Clerk, and such otherofficers, if any, as the incorporators at their initial meeting, or thedirectors from time to time, may in their discretion elect or appoint.  The corporation may also have such agents,if any, as the incorporators at their initial meeting, or the directors fromtime to time, may in their discretion appoint. Any officer may be, but none need be a director or stockholder.  The Clerk shall be a resident ofMassachusetts unless the corporation has a resident agent appointed for thepurpose of service of process.  Any twoor more offices may be held by the same person.  Any officer may be required by the directors to give bond for thefaithful performance of his duties to the corporation in such amount and withsuch sureties as the directors may determine.

 

4.2.  Vacancies.  If the office of the President or theTreasurer or the Clerk becomes vacant, the directors may elect asuccessor.  If the office of any  officer becomes vacant, the directors mayelect or appoint a successor by vote of a majority of the directors present.  Each such successor shall hold office forthe unexpired term, and in the case of the President, the Treasurer and theClerk, until his successor is chosen and qualified, or in each case until hesooner dies, resigns, is removed or becomes disqualified.

 

4.3.  Powers.  Subject to the other provisions of thesebylaws, each officer shall have, in addition to the duties and powers hereinset forth, such duties and powers as are commonly incident to his office andsuch duties and powers as the directors may from time to time designate.

 

4.4.  Election.  The President, the Treasurer and the Clerkshall be elected annually by the directors at their first meeting following theannual meeting of the stockholders. Other officers, if any, may be elected or appointed by the Board ofDirectors at said meeting or at any other time.

 

4.5.  Tenure. Except as otherwise provided by law orby the Articles of Organization or by these bylaws, the President, theTreasurer and the Clerk shall hold office until the first meeting of thedirectors following the next annual meeting of the stockholders and until theirrespective successors are chosen and qualified, and each other officer shallhold office until the first meeting of the directors following the next 

 

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annual meeting of the stockholders unless a shorter period shall havebeen specified by the terms of his election or appointment, or in each caseuntil he sooner dies, resigns, is removed or becomes disqualified.  Each agent shall retain his authority at thepleasure of the directors.

 

4.6.  ChiefExecutive Officer.  The chiefexecutive officer of the corporation shall be the President or such otherofficer as is designated by the directors and shall, subject to the control ofthe directors, have general charge and supervision of the business of the corporationand, except as the directors shall otherwise determine, preside at all meetingsof the stockholders and of the directors. If no such designation is made, the President shall be the chiefexecutive officer.

 

4.7  Chairmanof the Board.  If a chairman of theBoard of Directors is elected, he shall have the duties and powers specified inthese bylaws and shall have such other duties and powers as may be determinedby the directors.

 

4.8.  Presidentand Vice Presidents.  The Presidentshall have the duties and powers specified in these bylaws and shall have suchother duties and powers as may be determined by the directors.

 

Any Vice Presidents shall have such dutiesand powers as shall be designated from time to time by the directors.

 

4.9.  Treasurerand Assistant Treasurers.  Except asthe directors shall otherwise determine, the Treasurer shall be the chieffinancial and accounting officer of the corporation and shall be in charge ofits funds and valuable papers, books of account and accounting records, andshall have such other duties and powers as may be designated from time to timeby the directors.

 

Any Assistant Treasurer shall have suchduties and powers as shall be designated from time to time by the directors.

 

4.10. Clerk and Assistant Clerks. The Clerk shall record all proceedings of the stockholders in a book orseries of books to be kept therefor, which book or books shall be kept at theprincipal office of the corporation or at the office of its transfer agent orof its Clerk and shall be open at all reasonable times to the inspection of anystockholder.  In the absence of theClerk from any meeting of stockholders, an assistant Clerk, or if there be noneor he is absent, a temporary Clerk chosen at the meeting, shall record theproceedings thereof in the aforesaid book. Unless a transfer agent has been appointed, the Clerk shall keep orcause to be kept the stock and transfer records of the corporation, which shallcontain the names and record addresses of all stockholders, the amount of stockheld by each and the class(es) of such stock. If no secretary is elected, theClerk shall keep a true record of the proceedings of all meetings of thedirectors and in his absence from any such meeting an assistant Clerk, or ifthere be none or he is absent, a temporary Clerk chosen at the meeting, shallrecord the proceedings thereof.

 

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Any assistant Clerks shall have such otherduties and powers as shall be designated from time to time by the directors.

 

4.11. Secretary and Assistant Secretaries.  If a secretary is elected, he shall keep a true record of theproceedings of all meetings of the directors and in his absence from any suchmeeting an assistant secretary, or if there be none or he is absent, atemporary secretary chosen at the meeting, shall record the proceedingsthereof.

 

Any assistant secretaries shall have suchother duties and powers as shall be designated from time to time by thedirectors.

 

Section 5. RESIGNATIONS AND REMOVALS

 

Any director or officer may resign at anytime by delivering his resignation in writing to the President, the Treasureror the Clerk or to a meeting of the directors. Such resignation shall be effective upon receipt unless specified to beeffective at some other time.  Adirector (including persons elected by directors to fill vacancies in theboard) may be removed from office (a) with or without cause by the vote of theholders of a majority of the shares issued and outstanding and entitled to votein the election of directors, provided that the directors of a class elected bya particular class of stockholders may be removed only by the vote of theholders of a majority of the shares of such class, or (b) with cause by thevote of a majority of the directors then in office.  The directors may remove any officer elected by them with orwithout cause by the vote of a majority of the directors then in office.  A director may be removed for cause onlyafter reasonable notice and opportunity to be heard before the body proposingto remove him.  No director or officerresigning, and (except where a right to receive compensation shall be expresslyprovided in a duly authorized written agreement with the corporation) no directoror officer removed, shall have any right to any compensation as such directoror officer for any period following his resignation or removal, or any right todamages on account of such removal, whether his compensation be by the month orby the year or otherwise; unless in the case of a resignation, the directors,or in the case of a removal, the body acting on the removal, shall in their orits discretion provide for compensation.

 

Section 6. CAPITAL STOCK

 

6.1.  Numberand Par Value.  The total number ofshares and the par value, if any, of each class of stock which the corporationis authorized to issue shall be as stated in the Articles of Organization.

 

6.2.  StockCertificates.  Each stockholdershall be entitled to a certificate stating the number and the class and thedesignation of the series, if any, of the shares held by him, in such form asshall, in conformity to law, be prescribed from time to time by thedirectors.  Such certificate shall besigned by the President or a Vice President and by the Treasurer or anassistant Treasurer.  Such signaturesmay be facsimiles if the 

 

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certificate is signed by a transfer agent, or by a registrar, otherthan a director, officer or employee of the corporation.  In case any officer who has signed or whosefacsimile signature has been placed on such certificate shall have ceased to besuch officer before such certificate is issued, it may be issued by thecorporation with the same effect as if he were such officer at the time of itsissue.

 

Every certificate issued for shares of stockat a time when such shares are subject to any restriction on transfer pursuantto the Articles of Organization, these bylaws or any agreement to which thecorporation is a party shall have the restriction noted conspicuously on thecertificate and shall also set forth on the face or back of the certificateeither the full text of the restriction or a statement of the existence of suchrestriction and statement that the corporation will furnish a copy thereof to theholder of such certificate upon written request and without charge.  Every stock certificate issued by thecorporation at a time when it is authorized to issue more than one class orseries of stock shall set forth upon the face or back of the certificate eitherthe full text of the preferences, voting powers, qualifications and special andrelative rights of the shares of each class and series if, any, authorized tobe issued, as set forth in the Articles of Organization, or a statement of theexistence of such preferences, powers, qualifications, and rights, and astatement that the corporation will furnish a copy thereof to the holder ofsuch certificate upon written request and without charge.

 

6.3.  Lossof Certificates.  In the case of thealleged loss or destruction or the mutilation of a certificate of stock, aduplicate certificate may be issued in place thereof, upon such conditions asthe directors may prescribe.

 

Section 7. TRANSFER OF SHARES OF STOCK

 

7.1.  Transferon Books.  Subject to the restrictions,if any, stated or noted on the stock certificates, shares of stock may betransferred on the books of the corporation by the surrender to the corporationor its transfer agent of the certificate therefor properly endorsed oraccompanied by a written assignment and power of attorney properly executed,with necessary transfer stamps affixed, and with such proof of the authenticityof signature as the directors or the transfer agent of the corporation mayreasonably require.  Except as may beotherwise required by law, by the Articles of Organization or by these bylaws,the corporation shall be entitled to treat the record holder of stock as shownon its books as the owner of such stock for all purposes, including the paymentof dividends and the right to receive notice and to vote with respect thereto,regardless of any transfer, pledge or other disposition of such stock until theshares have been transferred on the books of the corporation in accordance withthe requirements of these bylaws. It shall be the duty of each stockholder tonotify the corporation of his post office address.

 

7.2.  RecordDate and Closing Transfer Books. The directors may fix in advance a time, which shall not be more thansixty days before the date of any meeting of stockholders or the date for thepayment of any dividend or making of any distribution to stockholders or thelast day on which the consent or dissent of stockholders may be 

 

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effectively expressed for any purpose, as the record date fordetermining the stockholders having the right to notice of and to vote at suchmeeting and any adjournment thereof or the right to receive such dividend ordistribution or the right to give such consent or dissent, and in such caseonly stockholders of record on such record date shall have such right,notwithstanding any transfer of stock on the books of the corporation after therecord date; or without fixing such record date the directors may for any ofsuch purposes close the transfer books for all or any part of such period.  If no record date is fixed and the transferbooks are not closed:

 

(1) The record date for determining stockholders having the right to noticeof or to vote at a meeting of stockholders shall be at the close of business onthe date next preceding the day on which notice is given.

 

(2) The record date for determining stockholders for any other purpose shallbe at the close of business on the day on which the Board of Directors actswith respect thereto.

 

Section 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

The corporation shall, to the extent legallypermissible, indemnify, each of its directors and officers (including personswho serve at its request as directors, officers or trustees of another organizationin which it has any interest as a shareholder, creditor or otherwise) againstall liabilities and expenses, including amounts paid in satisfaction ofjudgments, in compromise or as fines and penalties, and counsel fees,reasonably incurred by him in connection with the defense or disposition of anyaction, suit or other proceeding, whether civil or criminal, in which he may beinvolved or with which he may be threatened, while in office or thereafter, byreason of his being or having been such a director, officer or trustee, exceptwith respect to any matter as to which he shall have been adjudicated in anyproceeding not to have acted in good faith in the reasonable belief that hisaction was in the best interests of the corporation; provided, however, that asto any matter disposed of by a compromise payment by such director or officer,pursuant to a consent decree or otherwise, no indemnification either for saidpayment or for any other expenses shall be provided unless such compromiseshall be approved as in the best interests of the corporation, after noticethat it involves such indemnification: (a) by a disinterested majority of thedirectors then in office; or (b) by a majority of the disinterested directorsthen in office, provided that there has been obtained an opinion in writing ofindependent legal counsel to the effect that such director or officer appearsto have acted in good faith in the reasonable belief that his action was in thebest interests of the corporation; or (c) by the holders of a majority of theoutstanding stock at the time entitled to vote for directors, voting as asingle class, exclusive of any stock owned by any interested director orofficer.  Expenses, including counselfees, reasonably incurred by any director or officer in connection with thedefense or disposition of any such action, suit or other proceeding may be paidfrom time to time by the corporation in advance of the final dispositionthereof upon receipt of an undertaking by such director or officer to repay theamounts so paid to the corporation if it is ultimately determined thatindemnification for such expenses is not authorized under 

 

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this section.  If in an action,suit, or proceeding brought by or in the right of the corporation, a directorof the corporation is held not liable for monetary damages, whether becausethat director is relieved of personal liability under the provisions of Article6 of the Articles of Organization of the corporation or otherwise, thatdirector shall be deemed to have met the standard of conduct set forth hereinand to be entitled to indemnification for expenses reasonably incurred in thedefense of such action, suit, or proceeding. The right of indemnification hereby provided shall not be exclusive ofor affect any other rights to which any director or officer may beentitled.  As used in this section, theterms “director” and “officer” include their respective heirs, executors andadministrators, and an “interested” director or officer is one against whom insuch capacity the proceedings in question or another proceeding on the same orsimilar grounds is then pending. Nothing contained in this section shall affect any rights to indemnificationto which corporate personnel other than directors and officers may be entitledby contract or otherwise under law.

 

Section 9. CORPORATE SEAL

 

The seal of the corporation shall, subject toalteration by the directors, consist of a flat–faced circular die withthe word “Massachusetts”, together with the name of the corporation and theyear of its organization, cut or engraved thereon.

 

Section10.  EXECUTION OF PAPERS

 

Except as the directors may generally or inparticular cases authorize the execution thereof in some other manner, alldeeds, leases, transfers, contracts, bonds, notes, checks, drafts and otherobligations made, accepted or endorsed by the corporation shall be signed bythe President or by one of the Vice Presidents or by the Treasurer.

 

Section 11. FISCAL YEAR

 

Except as from time to time otherwisedetermined by the directors, the fiscal year of the corporation shall be thetwelve months ending on December 31 of each year.

 

Section 12. AMENDMENTS

 

These bylaws may be altered, amended orrepealed at any annual or special meeting of the stockholders called for thatpurpose, of which the notice shall specify the subject matter of the proposedalteration, amendment or repeal or the sections to be affected thereby, by voteof the stockholders.  These bylaws mayalso be altered, amended or repealed by vote of a majority of the directorsthen in office, except that the directors shall not take any action whichprovides for indemnification of directors nor any action to amend this Section12, and except that the directors shall not take any action unless permitted bylaw.  Any bylaw so altered, amended orrepealed by the directors may be repealed, altered, amended or reinstated bythe stockholders in the above manner. No later than the time of giving notice of the meeting of stockholdersnext 

 

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following the alteration,amendment or repeal by the directors of these bylaws, notice thereof statingthe substance of such change shall be given to all stockholders entitled tovote on amending the bylaws.

 

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