# EXHIBIT 3(b)

ADOPTED: OCTOBER 15,
2004

AMENDED AND RESTATED B
Y L A W S OF KNAPE & VOGT
MANUFACTURING COMPANY

A Michigan corporation

ARTICLE I OFFICES

1.1        Registered
Office. The registered office of the corporation shall be located at the address
specified in the Articles of Incorporation or at such other place as may be determined by
the Board of Directors if notice thereof is filed with the State of Michigan.

1.2        Other
Offices. The business of the corporation may be transacted at such locations other than
the registered office, within or outside the State of Michigan, as the Board of Directors
may from time to time determine or as the business of the corporation may require.

ARTICLE IICAPITAL SHARES

2.1        Share
Certificates. Certificates representing shares of the corporation shall be in such form
as is approved by the Board of Directors. Certificates shall be signed in the name of the
corporation by the Chairman of the Board of Directors, the President or a Vice President,
and by the Treasurer or Secretary of the corporation, and shall be sealed with the seal
of the corporation if one is adopted. If an officer who has signed a certificate ceases
to be such officer before the certificate is issued, it may be issued by the corporation
with the same effect as if he or she were such officer at the date of issue. The Board of
Directors may authorize the issuance of some or all of the shares of any or all classes
or series without certificates. Any such authorization shall not affect shares already
represented by certificates until the certificates are surrendered. Within a reasonable
time after the issuance or transfer of shares without certificates, the corporation shall
send or cause to be sent to the shareholder a written statement including the following
information: (a) the corporation is formed under the laws of the State of Michigan, (b)
the name of the person to whom the shares have been issued, (c) the number and class of
shares, and the designation of the series, if any, issued, and (d) a statement that the
corporation will furnish to the shareholder upon request and without charge a full
statement of the designation, relative rights, preferences, and limitations of the shares
of each class authorized to be issued, and if the corporation is authorized to issue any
class of shares in series, the designation, relative rights, preferences, and limitations
of each series so far as the same have been prescribed and the authority of the Board to
designate and prescribe the relative rights, preferences, and limitations of other
series. If applicable, the statement shall also set forth any restriction on transfer or
registration of transfer of the shares issued.

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2.2        Replacement
of Lost or Destroyed Certificates. If a share certificate is lost or destroyed, no new
certificate shall be issued in place thereof until the corporation has received such
assurances, representations, warranties, or guarantees from the registered holder as the
Board of Directors, in its sole discretion, deems advisable and until the corporation
receives such indemnification against any claim that may be made on account of the lost
or destroyed certificate, or the issuance of any new certificate in place thereof,
including an indemnity bond in such amount and with such sureties, if any, as the Board
of Directors, in its sole discretion, deems advisable. Any new certificate issued in
place of any lost or destroyed certificate shall be plainly marked duplicateupon
its face.

2.3        Transfer
of Shares; Shareholder Records. The Board of Directors may appoint a transfer agent or a
registrar of transfer and, upon such appointment, capital shares of the corporation shall
be transferable only upon the books of the transfer agent or registrar of transfer. The
old certificates shall be surrendered by delivery to the transfer agent or registrar,
properly endorsed for transfer, and the old certificates shall be canceled before a new
certificate is issued. The signatures of the officers required by Section 2.1 hereof and
the corporate seal, if any, may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the corporation itself or its
employees. If an officer whose facsimile signature has been placed upon a certificate
ceases to be such officer before the certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer at the date of issue.
The transfer agent or the registrar of transfer shall keep records containing the names
and addresses of all shareholders, the number, class, and series of shares held by each,
and the dates when they respectively became holders of record thereof. The corporation
shall be entitled to treat the person in whose name any share, right, or option is
registered as the owner thereof for all purposes and shall not be bound to recognize any
equitable or other claim, regardless of any notice thereof, except as may be specifically
required by the laws of the State of Michigan.

2.4        Rules
Governing Share Certificates. Subject to Article III of the Articles of Incorporation,
the Board of Directors shall have the power and authority to make such rules and
regulations as they may deem expedient concerning the issue, transfer, and registration
of share certificates.

2.5        Record
Date for Share Rights. The Board of Directors may fix in advance a date not exceeding
sixty (60) days preceding the date of payment of any dividend or other distribution, or
the date for the allotment of rights, or the date when any change or conversion or
exchange of capital shares shall go into effect, as a record date for the determination
of the shareholders entitled to receive payment of any such dividend or other
distribution, or any such allotment of rights, or to exercise rights with respect to any
such change, conversion, or exchange of capital shares and, in such case, only
shareholders of record on the date so fixed shall be entitled to receive payment of such
dividend or other distribution, or allotment of rights, or exercise such rights, as the
case may be, notwithstanding the transfer of any shares on the books of the corporation
after such record date. If the Board of Directors shall fail to fix a record date, the
record date for the purposes specified herein shall be the close of business on the date
on which the resolution of the Board of Directors relating thereto is adopted.

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2.6        Dividends.
The Board of Directors, in its discretion, may from time to time declare and direct
payment of dividends or other distributions upon the corporations outstanding
shares out of funds legally available for such purposes, which dividends may be paid in
cash, the corporations bonds, or the corporations property, including the
shares or bonds of other corporations. In the event a dividend is paid or any other
distribution made, in any part, from sources other than earned surplus, payment, or
distribution thereof shall be accompanied by written notice to the shareholders: (a)
disclosing the amounts by which the dividend or distribution affects stated capital,
capital surplus, and earned surplus; or (b) if such amounts are not determinable at the
time of the notice, disclosing the approximate effect of the dividend or distribution
upon stated capital, capital surplus, and earned surplus and stating that the amounts are
not yet determinable.

In
addition to the declaration of dividends or other distributions provided in the preceding
paragraph of this Section 2.6, the Board of Directors, in its discretion, may from time to
time declare and direct payment of a dividend in shares of this corporation, upon its
outstanding shares, in accordance with and subject to the provisions of the Articles of
Incorporation and the Business Corporation Act of Michigan. A share dividend or other
distribution of shares of the corporation shall be accompanied by a written notice to
shareholders: (a) disclosing the amounts by which the distribution affects stated capital,
capital surplus, and earned surplus; or (b) if such amounts are not determinable at the
time of the notice, disclosing the approximate effect of the distribution upon stated
capital, capital surplus, and earned surplus and stating that the amounts are not yet
determinable.

ARTICLE IIISHAREHOLDERS

3.1        Place
of Meetings. Meetings of shareholders shall be held at the registered office of the
corporation or at such other place, within or outside the State of Michigan, as may be
determined from time to time by the Board of Directors; provided, however, that if a
shareholders meeting is to be held at a place other than the registered office, the
notice of the meeting shall designate such place.

3.2        Annual
Meeting. Annual meetings of shareholders for election of directors and for such other
business as may come before the meeting shall be held on Friday of the third full week of
October of each year, but if such day is a legal holiday, then the meeting shall be held
on the first business day following, at such time as may be fixed by the Board of
Directors, or at such other date and time within the four (4) months next succeeding the
end of the corporations fiscal year as may be designated by the Board of Directors
and stated in the notice of the meeting. If the annual meeting is not held on the date
specified, the Board of Directors shall cause the meeting to be held as soon thereafter
as convenient.

3.3        Special
Meetings. Special meetings of shareholders may be called by the Chairman of the Board,
the President, or the Secretary and shall be called by one of them pursuant to resolution
therefor by the Board of Directors.

3.4        Record
Date for Notice and Vote. The Board of Directors may fix in advance a date not more than
sixty (60) nor less than ten (10) days before the date of a shareholders meeting as the
record date for the purpose of determining shareholders entitled to notice of and to vote
at the meeting or adjournments thereof or to express consent or to dissent from a
proposal without a meeting. If the Board of Directors fails to fix a record date as
provided in this Section 3.4, the record date for determination of shareholders entitled
to notice of or to vote at a shareholders meeting shall be the close of business on the
day on which notice is given or, if no notice is given, the day next preceding the day on
which the meeting is held, and the record date for determining shareholders entitled to
express consent or to dissent from a proposal without a meeting shall be the close of
business on the day on which the resolution of the Board of Directors relating to the
proposal is adopted.

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3.5        Notice
of Meetings. Written notice of the time, place, and purpose of any shareholders meeting
shall be given to shareholders entitled to vote thereat not less than ten (10) nor more
than sixty (60) days before the date of the meeting; provided, however, that not less
than twenty (20) days notice shall be given if a plan of merger or consolidation or a
sale, lease, exchange, or other disposition of all, or substantially all, the property
and assets, with or without the goodwill, of the corporation, if not in the usual and
regular course of its business as conducted by the corporation, is to be submitted for
approval at a shareholders meeting. Such notice may be given either by delivery in person
to shareholders or by mailing such notice to shareholders at their addresses as the same
appear in the records of the corporation; provided, however, that attendance of a person
at a shareholders meeting, in person or by proxy, constitutes a waiver of notice of the
meeting, except when the shareholder attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.

3.6        Voting
Lists. The corporations officer or the agent having charge of its share transfer
books shall prepare and certify a complete list of the shareholders entitled to vote at a
shareholders meeting or any adjournment thereof, which list shall be arranged
alphabetically within each class and series and shall show the address of, and number of
shares held by, each shareholder. The list shall be produced at the time and place of the
shareholders meeting and be subject to inspection, but not copying, by any shareholder at
any time during the meeting for the purpose of determining who is entitled to vote at the
meeting. If for any reason the requirements with respect to the shareholder list
specified in this Section 3.6 have not been complied with, any shareholder, either in
person or by proxy, who in good faith challenges the existence of sufficient votes to
carry any action at the meeting, may demand that the meeting be adjourned and the same
shall be adjourned until the requirements are complied with; provided, however, that
failure to comply with such requirements does not affect the validity of any action taken
at the meeting before such demand is made.

3.7        Voting.
Except as may be otherwise provided in the Articles of Incorporation, each shareholder
entitled to vote at a shareholders meeting, or to express consent or dissent without a
meeting, shall be entitled to one vote, in person or by written proxy, for each share
entitled to vote held by such shareholder; provided, however, that no proxy shall be
voted after three (3) years from its date unless the proxy provides for a longer period.
A vote may be cast either orally or in writing as announced or directed by the person
presiding at the meeting prior to the taking of the vote. When an action other than the
election of directors is to be taken by vote of the shareholders, it shall be authorized
by a majority of the votes cast by the holders of shares entitled to vote thereon, unless
a greater plurality is required by the express provisions of the Michigan Business
Corporation Act or the Articles of Incorporation. Except as otherwise expressly required
by the Articles of Incorporation, directors shall be elected by a plurality of the votes
cast at an election.

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3.8        Quorum.
Except as may be otherwise provided in the Articles of Incorporation, issued and
outstanding shares entitled to cast a majority of the votes at a meeting, excluding
treasury shares, represented in person or by proxy, shall constitute a quorum at a
meeting. Where holders of a class or series of shares are entitled to vote separately on
an item of business, a quorum shall be present for that item if issued and outstanding
shares of that class or series entitled to cast a majority of votes on the item are
represented in person or by proxy, excluding treasury shares. Meetings at which less than
a quorum is represented may be adjourned by a vote of a majority of the shares present to
a future date without further notice other than the announcement at such meeting and,
when a quorum shall be present upon such adjourned date, any business may be transacted
which might have been transacted at the meeting as originally called. Shareholders
present in person or by proxy at any shareholders meeting may continue to do business
until adjournment, notwithstanding the withdrawal of shareholders to leave less than a
quorum.

3.9        Conduct
of Meetings. The officer who is to preside at meetings of shareholders pursuant to
Article V of these Bylaws, or his or her designee, shall determine the agenda and the
order in which business shall be conducted unless the agenda and the order of business
have been fixed by the Board of Directors. Such officer or designee shall call meetings
of shareholders to order and shall preside unless otherwise determined by the affirmative
note of a majority of all the noting shares of the corporation issued and outstanding,
other than treasury shares. The secretary to the Board of Directors, if one is appointed,
shall act as secretary of all meetings of shareholders. In the absence of the secretary
to the Board of Directors or his or her inability to act as secretary, or if a secretary
to the Board of Directors has not been appointed, the secretary of the corporation shall
act as secretary of all meetings of shareholders, but in the absence of the secretary at
any shareholders meeting, or his or her inability or refusal to act as secretary, the
presiding officer may appoint any person to act as secretary of the meeting.

3.10        Inspector
of Elections. The Board of Directors may, in advance of a shareholders meeting, appoint
one or more inspectors to act at the meeting or any adjournment thereof. In the event
inspectors are not so appointed, or an appointed inspector fails to appear or act, the
person presiding at the shareholders meeting may, and on request of a shareholder
entitled to vote thereat, shall, appoint one or more persons to fill such vacancy or
vacancies or to act as inspector. The inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall receive votes,
ballots, or consents, hear and determine challenges and questions arising in connection
with the right to vote, count, and tabulate votes, ballots, or consents, determine the
results, and do such acts as are proper to conduct the election or vote with fairness to
all shareholders.

3.11        Action
by Shareholders Without a Meeting. Any action which is required to be taken or which may
be taken at any annual or special shareholders meeting may be taken without a meeting,
without prior notice, and without a vote if all of the shareholders entitled to vote
thereon consent thereto in writing.

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ARTICLE IVDIRECTORS

4.1        Board
of Directors. Except as may otherwise be provided in the Articles of Incorporation or
these Bylaws, the business and affairs of the corporation shall be managed by a Board of
Directors. The Board of Directors shall consist of nine (9) members or such other number
as may be specified in compliance with Article VII of the Articles of Incorporation.
Commencing with the annual meeting of shareholders to be held in 1985, the Board of
Directors shall be divided into three (3) classes as provided in Article VII of the
Articles of Incorporation to be elected in accordance with that Article and Article III
of the Articles of Incorporation. Directors shall serve until their respective terms
expire and their successors are elected and qualified or until their earlier resignation
or removal. Directors of the corporation need not be shareholders.

4.2        Resignation
and Removal. A director may resign by written notice to the corporation, which
resignation is effective upon its receipt by the corporation or at a subsequent time as
set forth in the notice. Any director or the entire Board of Directors may be removed in
the manner specified in Article VII of the Articles of Incorporation.

4.3        Vacancies
and Increase in Number. Vacancies on the Board of Directors occurring for any reason,
including an increase in the number of directors, may be filled in the manner specified
in Article VII of the Articles of Incorporation. A director chosen to fill a vacancy
occurring for any reason, including an increase in the number of directors, shall hold
office until the next election of directors by the shareholder or until his or her
earlier resignation or removal.

4.4        Place
of Meetings and Records. The directors shall hold their meetings and maintain the minutes
of the proceedings of meetings of shareholders, the Board of Directors, and committees of
the Board of Directors, if any, and keep the books and records of account for the
corporation in such place or places, within or outside the State of Michigan, as the
Board of Directors may from time to time determine.

4.5        Annual
Meetings. The annual meeting of the Board of Directors shall be held, without notice
other than this Section 4.5, at the same place and immediately after the annual
shareholders meeting. If such meeting is not so held, whether because a quorum is not
present or for any other reason, or if the directors were elected by written consent
without a meeting, the annual meeting of the Board of Directors shall be called in the
same manner as hereinafter provided for special meetings of the Board of Directors.

4.6        Regular
Meetings.Regular meetings of the Board of Directors may be held without notice at such
time and place as shall from time to time be determined by the Board. Any notice given of
a regular meeting need not specify the business to be transacted or the purpose of the
meeting.

4.7        Special
Meetings. Special meetings of the Board of Directors may be called by the Chairman of the
Board, the president or the secretary and shall be called by one of them on the written
request of any five (5) directors, upon at least two (2) days written notice to each
director, or twenty-four (24) hours notice, given personally or by telephone or telegram
or facsimile or electronic mail. The notice does not need to specify the business to be
transacted or the purpose of the special meeting. Attendance of a director at a special
meeting constitutes a waiver of notice of the meeting, except where a director attends
the meeting for the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or convened.

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4.8        Quorum
and Vote. A majority of the members of the Board then in office constitutes a quorum for
the transaction of business and the vote of a majority of the members present at any
meeting at which a quorum is present constitutes the action of the Board of Directors,
unless the vote of a larger number is specifically required by the Articles of
Incorporation or these Bylaws. If a quorum is not present, the members present may
adjourn the meeting from time to time and to another place, without notice other than
announcement at the meeting, until a quorum is present.

4.9        Action
Without a Meeting. Any action required or permitted to be taken pursuant to authorization
voted at a meeting of the Board of Directors, or any committee thereof, may be taken
without a meeting if, before or after the action, all members of the Board of Directors,
or such committee, consent thereto in writing. The written consent shall be filed with
the minutes of the proceedings of the Board of Directors or committee and the consent
shall have the same effect as a vote of the Board of Directors or committee for all
purposes.

4.10        Report
to Shareholders. The Board of Directors shall cause a financial report of the corporation
for the preceding fiscal year to be made and distributed to each shareholder within four
months after the end of each fiscal year. The report shall include the corporations
statement of income, its year-end balance sheet, and, if prepared by the corporation, its
statement of source and application of funds.

4.11        Corporate
Seal. The Board of Directors may authorize a suitable corporate seal, which seal shall be
kept in the custody of the Secretary and used by the Secretary.

4.12        Compensation
of Directors. By resolution of the Board of Directors, the directors may be paid their
expenses, if any, of attendance at meetings of the Board or of any committee of which
they are a member. In addition thereto or in lieu thereof, as determined by resolution of
the Board of Directors, a director may be paid a fixed sum for attendance at each meeting
of the Board, or of a committee thereof, or may be paid a stated salary for serving as a
director as well as an additional stated salary for serving on any committee of the
Board.

4.13        Committees.
The Board of Directors may, by resolution passed by a majority of the whole Board,
designate an executive committee consisting of one or more of the directors of the
corporation. At all meetings of the executive committee, a majority of the members of the
committee shall constitute a quorum and the act of a majority of the members present at
any executive committee meeting at which there is a quorum present shall be the act of
the executive committee. The executive committee, to the extent provided in said
resolution or in these Bylaws, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the corporation and may
authorize the seal of the corporation to be affixed to all papers which may require it.
The Board may designate one or more other committees which shall have such powers and
duties as may be determined by the Board. All committees shall keep regular minutes of
their proceedings and report to the Board when required. No committee shall have the
power or authority to amend the Articles of Incorporation, adopt an agreement of merger
or consolidation, recommend to the shareholders the sale, lease, or exchange of all or
substantially all of the corporations property and assets, recommend to the
shareholders a dissolution of the corporation or a revocation of a dissolution, fill
vacancies in the Board of Directors, fix compensation of the directors for serving on the
Board or on a committee, amend these Bylaws, or declare a dividend or authorize the
issuance of shares, unless the power to declare a dividend or to authorize the issuance
of shares is granted to such committee by specific resolution of the Board of Directors.

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4.14        Meeting
Participation by Use of Communication Equipment. Members of the Board of Directors, or of
any committee designated by the Board, may participate in a meeting of the Board or
committee, as the case may be, by using a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section 4.14 shall constitute presence at the
meeting.

ARTICLE V OFFICERS

5.1        Officers.
The officers of the corporation shall be a president, a treasurer, and a secretary, all
of whom shall be elected by the Board of Directors. In addition, the Board of Directors
may elect a chairman and one or more vice presidents who shall also be officers of the
corporation if elected. Each officer shall hold office until his or her successor is
elected and qualified or until his or her earlier resignation or removal. None of the
officers of the corporation, other than the chairman, need be directors. The officers
shall be elected at the first meeting of the Board of Directors after each annual
shareholders meeting. Any two (2) or more offices may be held by the same person, but an
officer shall not execute, acknowledge, or verify any instrument in more than one
capacity if the instrument is required by law to be executed, acknowledged, or verified
by two (2) or more officers.

5.2        Other
Officers and Agents. The Board of Directors may appoint such other officers and agents as
it may deem advisable, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by the Board
of Directors. The Board may, by specific resolution, empower the chairman, the president,
or the executive committee, if such a committee has been designated by the Board, to
appoint such subordinate officers or agents and to determine their powers and duties.

5.3        Removal.
The chairman, president, any vice president, secretary, and treasurer may be removed at
any time, with or without cause, but only by the affirmative vote of a majority of the
whole Board of Directors. Any assistant secretary or assistant treasurer, or subordinate
officer or agent appointed pursuant to Section 5.2, may be removed at any time, with or
without cause, by action of the Board of Directors or by the committee or officer, if
any, empowered to appoint such assistant secretary or assistant treasurer or subordinate
officer or agent.

5.4        Compensation
of Officers. Compensation of officers for services rendered to the corporation shall be
established by the Board of Directors.

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5.5        Chairman.
The Chairman of the Board of Directors, if one be elected, shall be elected by the
directors from among the directors then serving. The Chairman of the Board, or his or her
designee, shall preside at all meetings of the shareholders and at all meetings of the
Board of Directors and shall perform such other duties as may be determined by resolution
of the Board of Directors including, if the Board shall so determine, acting as the chief
executive officer of the corporation, in which case the Chairman shall have general
supervision, direction, and control of the business of the corporation and shall have the
general powers and duties of management usually vested in or incident to the office of
the chief executive officer of a corporation.

5.6        President.
Unless the Board shall determine otherwise, the President shall be the chief executive
officer as well as the chief operating officer of the corporation and shall have general
supervision, direction, and control of the business of the corporation as well as the
duty and responsibility to implement and accomplish the objectives of the corporation. In
the absence or nonelection of a chairman, the president shall preside at all meetings of
shareholders and at all meetings of the Board of Directors. The president shall perform
such other duties as may be assigned by the Board of Directors.

5.7        Vice
Presidents. The vice presidents, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall, in the event of the absence or disability of
the president, perform the duties and exercise the powers of the president. Each vice
president shall have such other power and shall perform such other duties as may be
assigned by the Board of Directors or the chief executive officer and may be designated
by such special titles as the Board of Directors or the chief executive officer shall
approve.

5.8        Treasurer.
The treasurer shall have custody of the corporate funds and securities and shall keep
full and accurate account of receipts and disbursements in books belonging to the
corporation. The treasurer shall deposit all money and other valuables in the name and to
the credit of the corporation in such depositories as may be selected by the Board of
Directors. The treasurer shall disburse the funds of the corporation as may be ordered by
the Board of Directors, or the chief executive officer, taking proper vouchers for such
disbursements. In general, the treasurer shall perform all duties incident to the office
of treasurer and such other duties as may be assigned by the Board of Directors.

5.9        Secretary.
The Secretary shall give or cause to be given notice of all meetings of shareholders and
directors and all other notices required by law or by these Bylaws; provided, however,
that in the case of the Secretarys absence, or refusal or neglect to do so, any
such notice may be given by any person so directed by the Chief Executive Officer or by
the directors, or by the shareholders upon whose requisition the meeting is called, as
provided in these Bylaws. If the Board has not appointed a Secretary to the Board, the
Secretary shall record all the proceedings of meetings of shareholders and of the
directors in one or more books provided for the purpose. The Secretary shall perform all
other duties incident to the office of Secretary and such other duties as may be assigned
by the Board of Directors.

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5.10        Assistant
Treasurers and Assistant Secretaries. Assistant treasurers and assistant secretaries, if
any shall be appointed, shall have such powers and shall perform such duties as shall be
assigned to them by the Board of Directors or by the officer or committee who shall have
appointed such assistant treasurer or assistant secretary.

5.11        Bonds.
If the Board of Directors shall require, the treasurer, any assistant treasurer, or any
other officer or agent of the corporation shall give bond to the corporation in such
amount and with such surety as the Board of Directors may deem sufficient, conditioned
upon the faithful performance of his or her respective duties and offices.

5.12        Secretary
to the Board. The Board of Directors may also appoint a Secretary to the Board of
Directors who shall not be an executive officer of the Corporation. The Secretary to the
Board, if one is appointed, shall record all the proceedings of the meetings of the
shareholders and of the directors in one or more books provided for that purpose. The
Secretary to the Board shall also attend, and record the proceedings of, such meetings of
Committees of the Board as may be requested, on a meeting by meeting basis, by the
Chairman of the Board, the President or the Chair of the Committee.

ARTICLE VI CONTRACTS, LOANS,
CHECKS, AND DEPOSITS

6.1        Contracts.
The Board of Directors may authorize any officer, or officers, or agent, or agents, to
enter into any contract or execute and deliver any instrument in the name of and on
behalf of the corporation and such authority may be general or confined to specific
instances.

6.2        Loans.
No loans shall be contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name, unless authorized by a resolution of the Board
of Directors. Such authorization may be general or confined to specific instances.

6.3        Checks.
All checks, drafts, or other orders for the payment of money, notes, or other evidences
of indebtedness issued in the name of the corporation shall be signed by such officer, or
officers, or agent, or agents, of the corporation and in such manner as shall from time
to time be determined by resolution of the Board of Directors.

6.4        Deposits.
All funds of the corporation, not otherwise employed, shall be deposited to the credit of
the corporation in such banks, trust companies, or other depositories as the Board of
Directors may select.

ARTICLE VIIMISCELLANEOUS

7.1        Fiscal
Year.  The fiscal year of this  corporation  shall end on the Saturday  nearest June 30
of each year.

7.2        Notices.
Whenever any written notice is required to be given under the provisions of any law, the
Articles of Incorporation, or by these Bylaws, it shall not be construed or interpreted
to mean personal notice, unless expressly so stated, and any notice so required shall be
deemed to be sufficient if given in writing by mail, by depositing the same in a Post
Office box, postage prepaid, addressed to the person entitled thereto at his or her
address as it appears in the records of the corporation. Such notice shall be deemed to
have been given at the time and on the day of such mailing. Shareholders not entitled to
vote shall not be entitled to receive notice of any meetings, except as otherwise
provided by law or these Bylaws.

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7.3        Waiver
of Notice. Whenever any notice is required to be given under the provisions of any law,
the Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

7.4        Voting
of Securities. Securities of another corporation, foreign or domestic, standing in the
name of this corporation, which are entitled to vote may be voted, in person or by proxy,
by the chairman or the president of this corporation or by such other or additional
persons as may be designated by the Board of Directors.

7.5        Compensation
Repayment. If the compensation paid to any officer of the corporation for any fiscal year
is challenged by the Internal Revenue Service as excessive so as to call into question
the corporations deduction of such compensation for federal income tax purposes
and, if such challenge is resolved, either by compromise or litigation, in a manner which
disallows the deduction, or any part thereof, then such officer shall repay said
compensation to the corporation to the extent the corporations deduction therefor
has been disallowed.

ARTICLE VIIIAMENDMENTS

These
Bylaws may be amended or repealed or new Bylaws adopted by a majority vote of the Board of
Directors at any regular or special meeting, without prior notice of intent to do so, or
by vote of the holders of a majority of the outstanding voting shares of the corporation
at any annual or special meeting if notice of the proposed amendment, repeal, or adoption
is contained in the notice of the meeting.

These
are the Amended and Restated Bylaws of Knape & Vogt Manufacturing Company as in effect
October 15, 2004.

| |  | /s/ Robert J. Knape
Robert J. Knape, Secretary
| |  | ------------------------------------------------------------

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