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Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS FOR THE REGULATION, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR ITS
ARTICLES OF INCORPORATION, OF
PACIFIC SUNWEAR OF CALIFORNIA, INC.
a California corporation ARTICLE I Offices Section 1. Principal Executive Office. The corporations principal
executive office shall be fixed and located at such place as the Board of
Directors shall determine. The Board of Directors is granted full power and
authority to change the principal executive office from one location to
another. Section 2. Other Offices. Other business offices may at any time be
established by the Board of Directors at any place or places where the
corporation is qualified to do business. ARTICLE II Meetings of Shareholders Section 1. Place of Meetings. All annual or other meetings of
shareholders shall be held at the principal executive office of the
corporation, or at any other place within or without the State of California
which may be designated by the Board of Directors or by the written consent of
all persons entitled to vote thereat and not present at the meeting, given
either before or after the meeting and filed with the secretary of the
corporation. Section 2. Annual Meetings. The annual meetings of shareholders shall be
held on such dates and at such times as shall be designated by the Board of
Directors and stated in the notice of the meeting given to each shareholder as
provided below. At such meetings, directors shall be elected, reports of the
affairs of the corporation shall be considered, and any other business may be
transacted which is within the powers of the shareholders. Written notice of
each annual meeting shall be given to each shareholder entitled to vote, either
personally or by mail or other means of written communication, charges prepaid,
addressed to such shareholder at its address appearing on the books of the
corporation or given to the corporation for the purpose of notice. If any
notice or report addressed to the shareholder at the address of such
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice or report to the
shareholder at such address, all future notices or reports shall be deemed to
have been duly given without further mailing if the same shall be available for
the shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one year from the date of
the giving of the notice or report to all other shareholders. If a shareholder
gives no address, notice shall be deemed to have been given if sent by mail or
other means of written communication addressed to the place where the principal
executive office of the corporation is situated, or if published at least once
in some newspaper of general circulation in the county in which the principal
executive office is located.




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All such notices shall be given to each shareholder entitled thereto not
less than ten (10) days nor more than sixty (60) days before each annual
meeting. Any such notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by other means of written
communication. An affidavit of mailing of any such notice in accordance with
the foregoing provisions, executed by the secretary, assistant secretary or any
transfer agent of the corporation, shall be prima facie evidence of the giving
of the notice. Such notices shall specify: (a) the place, the date, and the hour of such meeting; (b) those matters which the Board, at the time of the mailing of the
notice, intends to present for action by the shareholders at the meeting; (c) if directors are to be elected, the names of nominees intended
at the time of the notice to be presented by management for election; (d) the general nature of a proposal, if any, to take action with
respect to approval of (i) a contract or other transaction with an
interested director, (ii) amendment of the Articles of Incorporation,
(iii) a reorganization of the corporation as defined in Section 181 of
the California General Corporation Law (the CGCL), (iv) voluntary
dissolution of the corporation, or (v) a distribution in dissolution
other than in accordance with the rights of outstanding preferred shares,
if any; and (e) such other matters, if any, as may be expressly required by
statute. Section 3. Special Meetings. Special meetings of the shareholders for
the purpose of taking any action permitted by the shareholders under the CGCL
and the Articles of Incorporation of this corporation, may be called at any
time by the chairman of the Board or the chief executive officer (if there
shall be such an officer or officers) or the president, or by any two
directors, or by holders of shares entitled to cast not less than ten percent
(10%) of the votes at the meeting. Upon request in writing that a special
meeting of shareholders be called for any proper purpose, directed to the
chairman of the Board, president, vice president or secretary by any person
(other than the Board) entitled to call a special meeting of shareholders, the
officer forthwith shall cause notice to be given to shareholders entitled to
vote that a meeting will be held at a time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after receipt of the request. Except in special cases where other express
provision is made by statute, notice of such special meetings shall be given in
the same manner as for the annual meeting of shareholders. In addition to the
matters required by items (a) and, if applicable, (c) of the preceding Section,
notice of any special meeting shall specify the general nature of the business
to be transacted, and no other business may be transacted at such meeting. Section 4. Quorum. The presence in person or by proxy of the persons
entitled to vote a majority of the shares at any meeting shall constitute a
quorum for the transaction of business at that meeting. The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the 2




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withdrawal of enough shareholders to leave less than a quorum, if any
action taken (other than adjournment) is approved by at least a majority of the
shares required to constitute a quorum. Section 5. Adjourned Meeting and Notice Thereof. Any shareholders
meeting, annual or special, whether or not a quorum is present, may be
adjourned from time to time by the vote of a majority of the shares, the
holders of which are either present in person or by proxy thereat, but in the
absence of a quorum no other business may be transacted at such meeting, except
as provided in Section 4 above. When any shareholders meeting, either annual
or special, is adjourned for forty-five days or more, or if after adjournment a
new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given as in the case of an original meeting. Except as
provided above, it shall not be necessary to give any notice of the time and
place of the adjourned meeting or of the business to be transacted thereat,
other than by announcement of the time and place of the adjourned meeting at
the meeting at which the adjournment is taken. Section 6. Voting. Unless a record date for voting purposes be fixed as
provided in Section 1 of Article V of these Bylaws, then, subject to the
provisions of Sections 702 and 704, inclusive, of the CGCL (relating to voting
of shares held by a fiduciary, in the name of a corporation, or in joint
ownership) only persons in whose names shares entitled to vote stand on the
stock records of the corporation at the close of business on the business day
next preceding the day on which notice of the meeting is given or if such
notice is waived, at the close of business on the business day next preceding
the day on which the meeting of shareholders is held, shall be entitled to vote
at such meeting, and such day shall be the record date for such meeting. Such
vote may be viva voce or by ballot; provided, however, that all elections for
directors must be by ballot upon demand made by a shareholder at any election
and before the voting begins. If a quorum is present, except with respect to
election of directors, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on any matter shall be the act
of the shareholders, unless the vote of a greater number or voting by classes
is required by the CGCL or the Articles of Incorporation. Subject to the
requirements of the next sentence and any provision contained in the Articles
of Incorporation, every shareholder entitled to vote at any election for
directors shall have the right to cumulate its votes and give one candidate a
number of votes equal to the number of directors to be elected multiplied by
the number of votes to which its shares are entitled, or to distribute its
votes on the same principle among as many candidates as such shareholder shall
think fit. No shareholder shall be entitled to cumulate votes unless the name
of the candidate or candidates for whom such votes would be cast has been
placed in nomination prior to the meeting, and any shareholder has given notice
at the meeting prior to the voting of such shareholders intention to cumulate
its votes. The candidates receiving the highest number of votes of shares
entitled to be voted for them, up to the number of directors to be elected,
shall be elected. Section 7. Validation of Defective Called or Noticed Meetings. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum be present either in person or by
proxy, and if, whether before or after the meeting, each of the persons
entitled to vote, not present in person or by proxy, or who, though present,
has, at the beginning of the meeting, properly objected to the transaction of
any business thereat because the meeting was not lawfully called or convened,
or to particular matters of business legally required to be 3




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included in the notice, but not so included, signs a written waiver of
notice, or a consent to the holding of such meeting, or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting. Section 8. Action Without a Meeting. Subject to any provision contained
in the Articles of Incorporation, directors may be elected without a meeting by
consent in writing, setting forth the action so taken, signed by all of the
persons who would be entitled to vote for the election of directors, provided
that, without notice except as hereinafter set forth, a director may be elected
at any time to fill a vacancy on the Board of Directors not filled by the
directors by the written consent of persons holding a majority of the
outstanding shares entitled to vote for the election of directors. Subject to any provision contained in the Articles of Incorporation, any
other action which, under any provision of the CGCL, may be taken at a meeting
of the shareholders, may be taken without a meeting, and without notice except
as hereinafter set forth, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Unless the consents of all shareholders entitled to vote have been
solicited in writing, (a) Notice of any proposed shareholder approval of a (i) contract
or other transaction with an interested director, (ii)
indemnification of an agent of the corporation as authorized by
Section 15 of Article III of these Bylaws, (iii) a reorganization
of the corporation as defined in Section 181 of the CGCL, or (iv) a
distribution in dissolution other than in accordance with the
rights of outstanding preferred shares, if any, without a meeting
shall be given a least ten (10) days before consummation of the
action authorized by such approval; and (b) Prompt notice shall be given of the taking of any other
corporate action approved by the shareholders without a meeting by
less than unanimous written consent to those shareholders entitled
to vote who have not consented in writing. Such notices shall be
given in the manner and shall be deemed to have been given as
provided in Section 2 of Article II of these Bylaws. Unless, as provided in Section 1 of Article V of these Bylaws, the Board
of Directors has fixed a record date for the determination of shareholders
entitled to notice of and to give such written consent, the record date for
such determination shall be the day on which the first written consent is
given. All such written consents shall be filed with the secretary of the
corporation. Any shareholder giving a written consent, or the shareholders
proxyholders, or a transferee of the shares or a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the secretary of the corporation. 4




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Section 9. Proxies. Every person entitled to vote or execute consents
shall have the right to do so whether in person or by one or more agents
authorized by a written proxy executed by such person or such persons duly
authorized agent and filed with the secretary of the corporation. Any proxy
duly executed is not revoked and continues in full force and effect until (i)
an instrument revoking it or a duly executed proxy bearing a later date is
filed with the secretary of the corporation prior to the vote pursuant thereto,
(ii) the person executing the proxy attends the meeting and votes in person, or
(iii) written notice of the death or incapacity of the maker of the proxy is
received by the corporation before the vote pursuant thereto is counted;
provided that no proxy shall be valid after the expiration of eleven (11)
months from the date of its execution, unless the person executing it specifies
therein the length of time for which such proxy is to continue in force. Section 10. Inspectors of Election. In advance of any meeting of
shareholders, the Board of Directors may appoint any person other than nominees
for office as inspectors of election to act at such meeting or any adjournment
thereof. If inspectors of election be not so appointed, the chairman of any
such meeting may, and on the request of any shareholder or its proxy shall,
appoint inspectors of election at the meeting. The number of inspectors shall
be either one or three. If appointed at a meeting on the request of one or
more shareholders or proxies, the majority of shares represented in person or
by proxy shall determine whether one or three inspectors are to be appointed.
In case any person appointed as inspector fails to appear or fails or refuses
to act, the vacancy may, and on the request of any shareholder or a
shareholders proxy shall, be filled by appointment by the Board of Directors
in advance of the meeting, or at the meeting by the chairman of the meeting. The duties of such inspectors shall be as prescribed by Section 707 of the
CGCL and shall include determining the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the authenticity, validity and effect of proxies; receiving votes,
ballots or consents; hearing and determining all challenges and questions in
any way arising in connection with the right to vote; counting and tabulating
all votes or consents; determining when the polls close; determining the
result; and such acts as may be proper to conduct the election or vote with
fairness to all shareholders. In the determination of the validity and effect
of proxies, the dates contained on the forms of proxy shall presumptively
determine the order of execution of the proxies, regardless of the postmark
dates on the envelopes in which they are mailed. The inspectors of election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is practical. If
there be three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima
facie evidence of the facts stated therein. ARTICLE III Directors Section 1. Powers. Subject to limitations of the Articles of
Incorporation and the CGCL as to action to be authorized or approved by the
shareholders, and subject to the duties of 5




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directors as prescribed by these Bylaws, all corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be controlled by, the Board of Directors. Without prejudice
to such general powers, but subject to the same limitations, it is hereby
expressly declared that the directors shall have the following powers, to wit: First  To select and remove all the officers, agents and employees of the
corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation or these Bylaws, fix
their compensation and require from them security for faithful service. Second  To conduct, manage and control the affairs and business of the
corporation, and to make such rules and regulations therefor not inconsistent
with law, or with the Articles of Incorporation or these Bylaws, as they may
deem best. Third  To adopt, make and use a corporate seal, and to prescribe the
forms of certificates of stock, and to alter the form of such seal and of such
certificates from time to time, as in their judgment they may deem best,
provided such seal and such certificates shall at all times comply with the
provisions of law. Fourth  To authorize the issue of shares of stock of the corporation from
time to time, upon such terms as may be lawful. Fifth  To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor. Sixth  By resolution adopted by a majority of the authorized number of
directors, to designate an executive and other committees, each consisting of
two or more directors, to serve at the pleasure of the Board, and to prescribe
the manner in which proceedings of such committees shall be conducted. Unless
the Board of Directors shall otherwise prescribe the manner of proceedings of
any such committee, meetings of such committee may be regularly scheduled in
advance and may be called at any time by any two members thereof; otherwise,
the provisions of these Bylaws with respect to notice and conduct of meetings
of the Board shall govern. Any such committee, to the extent provided in a
resolution of the Board, shall have all of the authority of the Board, except
with respect to: (i) the approval of any action for which the CGCL or the Articles
of Incorporation also require shareholder approval; (ii) the filling of vacancies on the Board or in any committee; (iii) the fixing of compensation of the directors for serving on
the Board or on any committee; (iv) the adoption, amendment or repeal of bylaws; 6




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(v) the amendment or repeal of any resolution of the Board which by
its express terms is not so amendable or repealable; (vi) any distribution to the shareholders, except at a rate or in a
periodic amount or within a price range determined by the Board; (vii) the appointment of other committees of the Board or the
members thereof. Section 2. Number and Qualification of Directors. The authorized number
of directors shall be not less than five nor more than nine until changed by
Amendment of the Articles of Incorporation or by a bylaw duly adopted by
approval of the outstanding shares. The exact number of directors shall be
fixed, within the limits specified, by amendment of the next sentence duly
adopted either by the Board of Directors or the shareholders. The exact number
of directors shall be seven until changed as provided in this Section 2. Section 3. Election and Term of Office. This section shall become
effective only when this corporation becomes a listed corporation within the
meaning of Section 301.5 of the CGCL. In the event that the authorized number of directors shall be fixed with
at least six (6) but less than nine (9) directors, the Board of Directors shall
be divided into two classes, designated Class I and Class II, effective as of
the first annual meeting following the effective date of this Bylaw (the
Initial Annual Meeting). Each class shall consist of one-half of the
directors or as close an approximation as possible. The initial term of office
of the directors of Class I shall expire at the annual meeting to be held
during the fiscal year following the Initial Annual Meeting, and the initial
term of office of the directors of Class II shall expire at the annual meeting
to be held during the second fiscal year following the Initial Annual Meeting.
At each annual meeting, commencing with the first annual meeting following the
Initial Annual Meeting, each of the successors to the directors of the class
whose term shall have expired at such annual meeting shall be elected for a
term running until the second annual meeting next succeeding his or her
election and until his or her successor shall have been duly elected and
qualified. In the event that the authorized number of directors shall be fixed at
nine (9) or more, the Board of Directors shall be divided into three classes,
designated Class I, Class II and Class III, effective as of the first annual
meeting coinciding with or following the division into three classes (the
Effective Date). Each class shall consist of one-third of the directors or
as close an approximation as possible. The initial term of office of the
directors of Class I shall expire at the annual meeting to be held during the
first fiscal year following the Effective Date, the initial term of office of
the directors of Class II shall expire at the annual meeting to be held during
second fiscal year following the Effective Date and the initial term of office
of the directors of Class III shall expire at the annual meeting to be held
during the third fiscal year following the Effective Date. At each annual
meeting, commencing with the first annual meeting following the Effective Date,
each of the successors to the directors of the class whose term shall have
expired at such annual meeting shall be elected for a term running until the
third annual meeting next succeeding his or her election and until his or her
successor shall have been duly elected qualified. 7




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Notwithstanding the rule that the classes shall be as nearly equal in
number of directors as possible, in the event of any change in the authorized
number of directors, each director then continuing to serve as such shall
nevertheless continue as a director of the class of which he or she is a member
until the expiration of his or her current term, or his or her prior death,
resignation or removal. At each annual election, the directors chosen to succeed those whose terms
then expire shall be of the same class as the directors they succeed, unless,
by reason of any intervening changes in the authorized number of directors, the
Board of Directors shall designate one or more directorships whose term then
expires as directorships of another class in order more nearly to achieve
equality of number of directors among the classes. This section only may be amended or repealed by the approval of the Board
of Directors and the outstanding shares (as defined in Section 152 of the CGCL)
voting as a single class, notwithstanding Section 903 of the CGCL. Section 4. Vacancies. A vacancy in the Board of Directors shall be
deemed to exist in the case of the death, resignation or removal of any
director, if a director has been declared of unsound mind by order of court or
convicted of a felony, if the authorized number of directors be increased, or
if the shareholders fail, at any annual or special meeting of shareholders at
which any director or directors are elected, to elect the full authorized
number of directors to be voted for at that meeting. No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of his or her term of office. Subject to any provision contained in the Articles of Incorporation,
vacancies in the Board of Directors, except for a vacancy created by the
removal of a director, may be filled by a majority of the remaining directors,
though less than a quorum, or by a sole remaining director; and each director
so elected shall hold office until his or her successor is elected at an annual
or special meeting of the shareholders. Subject to any provision contained in
the Articles of Incorporation, a vacancy in the Board of Directors created by
the removal of a director may only be filled by the vote of a majority of the
shares entitled to vote represented at a duly held meeting at which a quorum is
present, or, subject to any provision contained in the Articles of
Incorporation, by the written consent of the holders of a majority of the
outstanding shares. Subject to any provision contained in the Articles of Incorporation, the
shareholders may elect a director or directors at any time to fill any vacancy
or vacancies not filled by the directors. Any such election by written consent
shall require the consent of holders of a majority of the outstanding shares
entitled to vote. Any director may resign effective upon giving written notice to the
chairman of the Board, the president, the secretary of the Board or the Board
of Directors of the corporation, unless the notice specifies a later time for
the effectiveness of such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future time, the Board
or, subject to any provision contained in the Articles of Incorporation, the
shareholders shall have the power to elect a successor to take office when the
resignation is to become effective. 8




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Section 5. Place of Meeting. Regular meetings of the Board of Directors
shall be held at any place within or without the State of California which has
been designated from time to time by resolution of the Board or by written
consent of all members of the Board. In the absence of such designation,
regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the Board may be held either at a place so
designated or at the principal executive office of the corporation. Section 6. Organization Meeting. Immediately following each annual
meeting of shareholders, the Board of Directors shall hold a regular meeting at
the place of said annual meeting or at such other place as shall be fixed by
the Board, for the purpose of organization of the newly elected Board, election
of officers, and the transaction of other business. Call and notice of such
meetings are hereby dispensed with. Section 7. Other Regular Meetings. Other regular meetings of the Board
of Directors shall be held without call as provided in a resolution adopted by
the Board from time to time; provided, however, should said day fall upon a
legal holiday, then said meeting shall be held at the same time on the next day
thereafter ensuing which is a full business day. Notice of all such regular
meetings of the Board of Directors is hereby dispensed with. Section 8. Special Meetings. Special meetings of the Board of Directors
for any purpose or purposes may be called at any time by the chairman of the
Board or the chief executive officer (if there shall be such an officer or
officers), the president, any vice president or the secretary, or by any two
directors. Written notice of the time and place of special meetings shall be
delivered personally to each director or communicated to each director by
telephone, including a voice messaging system or other system or technology
designed to record and communicate messages, telegraph, facsimile, electronic
mail or other electronic means, or by mail, charges prepaid, addressed to him
or her at his or her address as it is shown upon the records of the corporation
or, if it is not so shown on such records or is not readily ascertainable, at
the place at which meetings of the directors are regularly held. In case such
notice is mailed or telegraphed, it shall be deposited in the United States
mail or delivered to the telegraph company in the place in which the principal
executive office of the corporation is located at least forty-eight (48) hours
prior to the time of the holding of the meeting. In case such notice is
delivered, personally or by telephone, facsimile or other electronic means, as
above provided, it shall be so delivered at least twenty-four (24) hours prior
to the time of the holding of the meeting. Such mailing or delivery, as above
provided, shall be due, legal and personal notice to each such director. Section 9. Action Without a Meeting. Any action by the Board of
Directors may be taken without a meeting if all members of the Board shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board and shall have the same force and effect as a unanimous vote of such
directors at a meeting duly called and held. Section 10. Action at a Meeting: Quorum and Required Vote. Presence of a
majority of the authorized number of directors at a meeting of the Board of
Directors constitutes a quorum for the transaction of business, except as
hereinafter provided. Members of the Board 9




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may participate in a meeting through use of conference telephone,
electronic video screen communication, or similar communications equipment, so
long as all members participating in such meeting can hear one another.
Participation in a meeting through the use of a conference telephone
constitutes presence in person at such meeting. Participation in a meeting
through the use of electronic video screen communication or other
communications equipment, other than conference telephone, constitutes presence
in person at that meeting if all of the following apply: (a) Each member participating in the meeting can communicate
with all of the other members concurrently. (b) Each member is provided the means of participating in all
matters before the board, including, without limitation, the
capacity to propose, or to interpose an objection to, a specific
action to be taken by the corporation. (c) The corporation adopts and implements some means of
verifying both of the following:  (i)
    
    A person participating in the meeting is a
director or other person entitled to participate in the board
meeting.(ii)
    
    All actions of, or votes by, the board are
taken or cast only by the directors and not by persons who
are not directors. Subject to the provisions of the CGCL, every act or decision done or made
by a majority of the directors at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a
greater number, or the same number after disqualifying one or more directors
from voting, is required by law, by the Articles of Incorporation, or by these
Bylaws. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, provided that
any action taken is approved by at least a majority of the required quorum for
such meeting. Section 11. Validation of Defectively Called or Noticed Meetings. The
transactions of any meeting of the Board of Directors, however called or
noticed or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum is present and if, either
before or after the meeting, each of the directors not present or who, though
present, has, prior to the meeting or at its commencement, protested the lack
of proper notice, signs a written waiver of notice or a consent to holding such
meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Section 12. Adjournment. A quorum of the directors may adjourn any
directors meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum a majority of the directors present at any
directors meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board. Section 13. Notice of Adjournment. If the meeting is adjourned for more
than twenty-four (24) hours, notice of any adjournment to another time or place
shall be given prior to the time of the adjourned meeting to the directors who
were not present at the time of 10




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adjournment. Otherwise, notice of the time and place of holding an
adjourned meeting need not be given to absent directors if the time and place
be fixed at the meeting adjourned. Section 14. Fees and Compensation. Directors and members of committees
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
Board of Directors. Section 15. Indemnification of Directors, Officers, Employees and Other
Agents. (a) Indemnification of Directors and Officers. Each person
who was or is a party or is threatened to be made a party to or is
involved in any threatened, pending or completed action, suit or
proceeding, formal or informal, whether brought in the name of the
corporation or otherwise and whether of a civil, criminal,
administrative or investigative nature (hereinafter a
proceeding), by reason of the fact that he or she, or a person of
whom he or she is the legal representative, is or was a director or
officer of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is an alleged
action or inaction in an official capacity or in any other capacity
while serving as a director or officer, shall, subject to the terms
of any agreement between the corporation and such person, be
indemnified and held harmless by the corporation to the fullest
extent permissible under California law and the corporations
Articles of Incorporation, against all costs, charges, expenses,
liabilities and losses (including attorneys fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person
in connection therewith, and such indemnification shall continue as
to a person who has ceased to be a director or officer and shall
inure to the benefit of his or her heirs, executors and
administrators; provided, however, that (a) the corporation shall
indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of
the corporation, (b) the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or
part thereof) other than a proceeding by or in the name of the
corporation to procure a judgment in its favor only if any
settlement of such a proceeding is approved in writing by the
corporation, (c) no such person shall be indemnified (i) except to
the extent that the aggregate of losses to be indemnified exceeds
the amount of such losses for which the director or officer is paid
pursuant to any directors and officers liability insurance policy
maintained by the corporation; (ii) on account of any suit in which
judgment is rendered against such person for an accounting of
profits made from the purchase or sale by such person of securities
of the corporation pursuant to the provisions of Section 16(b) of
the Securities Exchange Act of 1934 and amendments thereto or
similar provisions of any federal state or local statutory law;
(iii) if a court of competent jurisdiction finally determines that
any indemnification hereunder is unlawful; and (iv) as to
circumstances in which indemnity is expressly prohibited by the
CGCL, and (d) no such person shall be 11




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indemnified with regard to any action brought by or in the right of
the corporation for breach of duty to the corporation and its
shareholders (i) for acts or omissions involving intentional
misconduct or knowing and culpable violation of law; (ii) for acts
or omissions that the director or officer believes to be contrary
to the best interests of the corporation or its shareholders or
that involve the absence of good faith on the part of the director
or officer; (iii) for any transaction from which the director or
officer derived an improper personal benefit; (iv) for acts or
omissions that show a reckless disregard for the directors or
officers duty to the corporation or its shareholders in
circumstances in which the director or officer was aware, or should
have been aware, in the ordinary course of performing his or her
duties, of a risk of serious injury to the corporation or its
shareholders; (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of
the directors or officers duties to the corporation or its
shareholders; and (vi) for costs, charges, expenses, liabilities
and losses arising under Section 310 or 316 of the CGCL. The right
to indemnification conferred in this Section 15 shall be a contract
right and shall include the right to be paid by the corporation
expenses incurred in defending any proceeding in advance of its
final disposition; provided, however, that if the CGCL permits the
payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a
proceeding, such advances shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts to the corporation if it shall be
ultimately determined that such person is not entitled to be
indemnified. (b) Indemnification of Employees and Agents. A person who was
or is a party or is threatened to be made a party to or is involved
in any proceeding by reason of the fact that he or she is or was an
employee or agent of the corporation or is or was serving at the
request of the corporation as an employee or agent of another
enterprise, including service with respect to employee benefit
plans, whether the basis of such action is an alleged action or
inaction in an official capacity or in any other capacity while
serving as an employee or agent, may, subject to the terms of any
agreement between the corporation and such person, be indemnified
and held harmless by the corporation to the fullest extent
permitted by California law and the corporations Articles of
Incorporation, against all costs, charges, expenses, liabilities
and losses (including attorneys fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in
connection therewith. The immediately preceding sentence is not
intended to be and shall not be considered to confer a contract
right on any employee or agent (other than directors and officers)
of the corporation. (c) Right of Directors and Officers to Bring Suit. If a claim
under Paragraph (a) of this Section 15 is not paid in full by the
corporation within 30 days after a written claim has been received
by the corporation, the claimant may 12




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at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole
or in part, the claimant shall also be entitled to be paid the
expense of prosecuting such claim. Neither the failure of the
corporation (including its Board of Directors, independent legal
counsel, or its shareholders) to have made a determination prior to
the commencement of such action that indemnification of the
claimant is permissible in the circumstances because he or she has
met the applicable standard of conduct, if any, nor an actual
determination by the corporation (including its Board of Directors,
independent legal counsel, or its shareholders) that the claimant
has not met the applicable standard of conduct, shall be a defense
to the action or create a presumption for the purpose of an action
that the claimant has not met the applicable standard of conduct. (d) Successful Defense. Notwithstanding any other provision
of this Section 15, to the extent that a director or officer has
been successful on the merits or otherwise (including the dismissal
of an action without prejudice or the settlement of a proceeding or
action without admission of liability) in defense of any proceeding
referred to in paragraph (a) of this Section 15 or in defense of
any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys fees) actually and
reasonably incurred in connection therewith. (e) Non-Exclusivity of Rights. The right to indemnification
provided by this Section 15 shall not be exclusive of any other
right which any person may have or hereafter acquire under any
statute, bylaw, agreement, vote of shareholders or disinterested
directors or otherwise. (f) Insurance. The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under
the CGCL. (g) Expenses as a Witness. To the extent that any director or
officer or former director or former officer of the corporation is
by reason of such position or former position, or a position with
another entity at the request of the corporation, a witness in any
action, suit or proceeding, he or she shall be indemnified against
all costs and expenses actually and reasonably incurred by him or
her on his or her behalf in connection therewith. (h) Indemnity Agreements. The corporation may enter into
agreements with any director, officer, employee or agent of the
corporation providing for indemnification to the fullest extent
permissible under the CGCL and the corporations Articles of
Incorporation. 13




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(i) Separability. Each and every paragraph, sentence, term
and provision of this Section 15 is separate and distinct so that
if any paragraph, sentence, term or provision hereof shall be held
to be invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect the validity or enforceability of
any other paragraph, sentence, term or provision hereof. To the
extent required, any paragraph, sentence, term or provision of this
Section 15 may be modified by a court of competent jurisdiction to
preserve its validity and to provide the claimant with, subject to
the limitations set forth in this Section 15 and any agreement
between the corporation and claimant, the broadest possible
indemnification permitted under applicable law. (j) Effect of Repeal or Modification. Any repeal or
modification of this Section 15 shall not adversely affect any
right of indemnification of a director or officer existing at the
time of such repeal or modification with respect to any action or
omission occurring prior to such repeal or modification. ARTICLE IV Officers Section 1. Officers. The officers of the corporation shall be a
president, a secretary and a chief financial officer. The corporation may also
have, at the discretion of the Board of Directors, a chairman of the Board, a
chief executive officer, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 of this Article.
One person may hold two or more offices, except that the offices of president
and secretary shall not be held by the same person. Section 2. Election. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be chosen annually by the Board of Directors,
and each shall hold office until he or she shall resign or shall be removed or
otherwise disqualified to serve, or his or her successor shall be elected and
qualified. Section 3. Subordinate Officers, Etc. The Board of Directors may
appoint, and may empower the president to appoint, such other officers as the
business of the corporation may require, each of whom shall hold office, for
such period, have such authority and perform such duties as are provided in
these Bylaws or as the Board of Directors may from time to time determine. Section 4. Removal and Resignation. Any officer may be removed, either
with or without cause, by the Board of Directors, at any regular or special
meeting thereof, or, except in case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors (subject, in each case, to the rights, if any, of an
officer under any contract of employment). 14




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Any officer may resign at any time by giving written notice to the Board
of Directors or the president, or to the secretary of the corporation, without
prejudice, however, to the rights, if any, of the corporation under any
contract to which the officer is a party. Any such resignation shall take
effect at the date of receipt of such notice or at any time specified therein.
Unless otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective. Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in these Bylaws for regular appointments to such office. Section 6. Chairman of the Board. The chairman of the Board, if there
shall be such an officer, shall, if present, preside at all meetings of the
Board of Directors and exercise and perform such other powers and duties as may
be from time to time assigned by the Board of Directors or prescribed by these
Bylaws. Section 7. President. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the chairman of the Board or the chief
executive officer, if there shall be such an officer or officers, the president
shall be the chief executive officer of the corporation and shall, subject to
the control of the Board of Directors, have general supervision, direction and
control of the business and affairs of the corporation. The president shall
preside at all meetings of the shareholders and, in the absence of the chairman
of the Board, or if there be none, at all meetings of the Board of Directors.
The president shall be ex officio a member of all the standing committees,
including the executive committee, if any, and shall have the general powers
and duties of management usually vested in the office of president of a
corporation, and shall have such other powers and duties as may be prescribed
by these Bylaws or the Board of Directors. Section 8. Vice President. In the absence or disability of the
president, the vice presidents in order of their rank as fixed by the Board of
Directors or, if not ranked, the vice president designated by the Board of
Directors, shall perform all the duties of the president, and when so acting
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board of Directors or these
Bylaws. Section 9. Secretary. The secretary shall record or cause to be
recorded, and shall keep or cause to be kept, at the principal executive office
and such other place as the Board of Directors may order, a book of minutes of
actions taken at all meetings of directors and shareholders, with the time and
place of holding, whether regular or special, and, if special, how authorized,
the notice given thereof, the names of those present at directors meetings,
the number of shares present or represented at shareholders meetings, and the
proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporations transfer agent, a share register,
or a duplicate share register, showing the names of the shareholders and their
addresses, the number and classes of shares held by each, the number and date
of certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation. 15




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The secretary shall give, or cause to be given, notice of all meetings of
shareholders and of the Board of Directors required by these Bylaws or by law
to be given, and shall keep the seal of the corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors or these Bylaws. Section 10. Chief Financial Officer. The chief financial officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, surplus and shares. Any surplus, including earned surplus,
paid-in surplus, and surplus arising from a reduction of stated capital, shall
be classified according to source and shown in a separate account. The books of
account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all monies and other valuables
in the name and to the credit of the corporation with such depositories as may
be designated by the Board of Directors. The chief financial officer shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, shall render to the president and directors, whenever they request
it, an account of all his or her transactions as chief financial officer and of
the financial condition of the corporation, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
these Bylaws. ARTICLE V Miscellaneous Section 1. Record Date. The Board of Directors may fix a time in the
future as a record date for the determination of the shareholders entitled to
notice of and to vote at any meeting of shareholders or, subject to any
provision of the Articles of Incorporation, entitled to give consent to
corporate action in writing without a meeting, to receive any report, to
receive any dividend or distribution, or any allotment of rights, or to
exercise rights in respect to any change, conversion or exchange of shares.
The record date so fixed shall be not more than sixty (60) days nor less than
ten (10) days prior to the date of any meeting, nor more than sixty (60) days
prior to any other event for the purposes of which it is fixed. When a record
date is so fixed, only shareholders of record on that date are entitled to
notice of and to vote at any such meeting, to give consent without a meeting,
to receive any report, to receive a dividend, distribution or allotment of
rights, or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date,
except as otherwise may be provided in the Articles of Incorporation or these
Bylaws. Section 2. Inspection of Corporate Records. The accounting books and
records and minutes of proceedings of the shareholders and of the Board of
Directors and committees of the Board of this corporation and any subsidiary of
this corporation shall be open to inspection upon the written demand on the
corporation of any shareholder or the holder of a voting trust certificate at
any reasonable time during regular business hours, for a purpose reasonably
related to such holders interests as a shareholder or as the holder of such
voting trust certificate. Such inspection by a shareholder or holder of a
voting trust certificate may be made in person or by agent or attorney, and the
right of inspection includes the right to copy and make extracts. 16




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A shareholder or shareholders holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent (1%) of such voting shares and have filed a Schedule 14B with
the United States Securities and Exchange Commission relating to the election
of directors of the corporation shall have (in person, or by agent or attorney)
the right to inspect and copy the record of shareholders names and addresses
and shareholdings during usual business hours upon five (5) business days
prior written demand upon the corporation, and to obtain from the transfer
agent for the corporation, if there be one, upon written demand and upon the
tender of its usual charges, a list of the shareholders names and addresses
who are entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which it has been compiled
or as of a date subsequent to the date of demand specified by the shareholder
therein. The list shall be made available on or before the later of five (5)
business days after receipt of the demand or the date specified therein as of
which the list is to be compiled. Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of the corporation. Such inspection by a director may
be made in person or by agent or attorney, and the right of inspection includes
the right to copy and make extracts. Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness, issued in the
name of or payable to this corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board of Directors. Section 4. Annual Report to Shareholders. The annual report to
shareholders referred to in Section 1501 of the CGCL is expressly waived, but
nothing herein shall be interpreted as prohibiting the Board from issuing
annual or other periodic reports to the shareholders. A shareholder of shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock of the corporation may make a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the current fiscal year ended
more than thirty (30) days prior to the date of the request and a balance sheet
of the corporation as of the end of any such period, and, in addition, if no
annual report for the last fiscal year containing an income statement and
balance sheet for and as of the end of such fiscal year has been sent to
shareholders, such an income statement and balance sheet for the prior fiscal
year. The corporation shall use its best efforts to deliver the statement or
statements requested to the person making such request within thirty days after
the receipt thereof. A copy of any such statements shall be kept on file in
the principal executive office of the corporation for twelve (12) months, and
they shall be exhibited at all reasonable times to any shareholder demanding an
examination of them or a copy thereof shall be mailed to such shareholder. The corporation shall, upon the written request of any shareholder, mail
to the shareholder a copy of the last annual, semi-annual or quarterly income
statement which it has prepared, together with a balance sheet as of the end of
the same period. The financial statements referred to in this Section shall be
accompanied by the report thereon, if there be any, of any 17




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independent accountants engaged by the corporation in respect thereof or,
if there be no such report, the certificate of an authorized officer of the
corporation that such financial statements were prepared without audit from the
books and records of the corporation. Section 5. Certificates for Shares. Every holder of shares in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the chairman or vice chairman of the Board or the president or
any vice president and by the chief financial officer or an assistant treasurer
or the secretary or any assistant secretary, certifying the number of shares
and the class or series of shares owned by the shareholder. Any of the
signatures on the certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be an officer, transfer agent or
registrar before such certificate is issued, it may nevertheless be issued by
the corporation with the same effect as if such person were an officer,
transfer agent or registrar at the date of issue. Any such certificate shall
also contain such legend or other statement as may be required by Section 418
of the CGCL, the Corporate Securities Law of 1968, the federal securities laws,
these Bylaws, and any agreement between the corporation and the issuee thereof. Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the Board of Directors or these Bylaws
may provide; provided, however, that any such certificate so issued prior to
full payment shall state on the face thereof the amount remaining unpaid and
the terms of payment thereof. No new certificate for shares shall be issued in lieu of an old
certificate unless the latter is surrendered and cancelled at the same time;
provided, however, that a new certificate will be issued without surrender and
cancellation of the old certificate if (1) the old certificate is lost,
apparently destroyed or wrongfully taken; (2) the request for issuance of a new
certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction or theft; (3) the request for
issuance of a new certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide
purchaser; (4) the owner of the old certificate files a sufficient indemnity
bond with or provides other adequate security to the corporation; and (5) the
owner satisfies any other reasonable requirements imposed by the corporation.
In the event of the issuance of a new certificate, the rights and liabilities
of the corporation, and of the holders of the old and new certificates, shall
be governed by the provisions of Sections 8104 and 8405 of the California
Uniform Commercial Code. Section 6. Representation of Shares of other Corporations. The president
or any vice president and the secretary or any assistant secretary of this
corporation are authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority
granted to said officers to vote or represent on behalf of this corporation any
and all shares held by this corporation in any other corporation or
corporations may be exercised either by such officers in person or by any other
person authorized so to do by proxy or power of attorney duly executed by said
officers. Section 7. Inspection of Bylaws. The corporation shall keep in its
principal executive office in California, or, if its principal executive office
is not in California, then at its principal business office in California (or
otherwise provide upon written request of any 18




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shareholder) the original or a copy of these Bylaws as amended or
otherwise altered to date, certified by the secretary of the corporation, which
shall be open to inspection by the shareholders at all reasonable times during
office hours. Section 8. Construction and Definitions. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the CGCL shall govern the construction of these Bylaws. Without
limiting the generality of the foregoing, the masculine gender includes the
feminine and neuter, the singular includes the plural and the plural number
includes the singular, and the term person includes a corporation or other
entity as well as a natural person. ARTICLE VI Amendments Section 1. Power of Shareholders. New bylaws may be adopted or these
Bylaws may be amended or repealed by the affirmative vote of a majority of the
outstanding shares entitled to vote, or by the written consent of shareholders
entitled to vote such shares, except as otherwise provided by law or by the
Articles of Incorporation. Section 2. Power of Directors. Subject to the right of the shareholders
as provided in Section 1 of this Article VI to adopt, amend or repeal bylaws,
bylaws, other than a bylaw or amendment thereof increasing or decreasing the
range of the authorized number of directors or changing Article III, Section 3,
may, except as otherwise provided by law or the Articles of Incorporation, be
adopted, amended or repealed by the Board of Directors. 19