Exhibit 3.1

THE VALSPAR CORPORATION

(Incorporated Under the Laws
of the State of Delaware)

B Y - L A W S

As Amended to and Including February 25, 2009

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THE VALSPAR CORPORATION

B Y - L A W S

As Amended to and Including February 25, 2009

ARTICLE I

Stockholders

Section 1.
The Annual Meeting of the Stockholders of the Corporation shall be held on the
fourth Wednesday in February in each year, beginning in the year 1971 (or if
said day be a legal holiday, then on the next succeeding day, not a legal holiday),
at 2:00 in the afternoon for the purpose of electing directors and of
transacting such other business as may properly be brought before the meeting.
The Annual Meeting shall be held at such place within or without the State of
Delaware, and at such other date and time, as may be fixed by the Board of
Directors and stated in the call and notice of the meeting.

Section 2.
Special meetings of the stockholders may be held upon call of the Board of
Directors or the Executive Committee or the Chairman of the Board or the
President, at such time and at such place within or without the State of
Delaware as may be stated in the call and notice.

Section 3.
Notice of the time and place of every meeting of the stockholders shall be
delivered personally or mailed at least fifteen days previous thereto to each
stockholder of record entitled to vote at the meeting, at the address furnished
by him to the Corporation or its Transfer Agent. Such further notice shall be
given as may be required by law. Meetings may be held without notice if all of
the stockholders entitled to vote are present or represented at the meeting, or
if notice is waived by those not so present or represented.

Section 4.
At every meeting of the stockholders the holders of record of a majority of the
outstanding shares of stock of the Corporation, entitled to vote at the
meeting, whether present in person or represented by proxy, shall, except as
otherwise provided by law, or by the Certificate of Incorporation, constitute a
quorum. If at any meeting there shall be no quorum, the holders of record,
entitled to vote, of a majority of such shares of stock so present or
represented may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall have been obtained, when
any business may be transacted which might have been transacted at the meeting
as first convened had there been a quorum.

Section 5.
Unless otherwise provided in the Certificate of Incorporation of the
Corporation, meetings of the stockholders shall be presided over by the
Chairman of the Board or the President or, if neither is present, by a Vice
President or, if a Vice President is not present, by a chairman to be chosen at
the meeting. The Secretary of the Corporation or, if he is not present, an
Assistant Secretary of the Corporation, if present, shall act as secretary of
the meeting, but if no such officer is present, a secretary shall be chosen at
the meeting.

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Section 6.
Each stockholder entitled to vote at any meeting shall have one vote in person
or by proxy for each share of stock held by him which has voting power upon the
matter in question at the time, but no proxy shall be voted on after three
years from its date, unless such proxy provides for a longer period, and,
except when the stock transfer books of the Corporation shall have been closed
or a date shall have been fixed in advance as a record date for the
determination of stockholders entitled to vote, as hereinafter provided, no
share of stock shall be voted on at any election for directors which shall have
been transferred on the books of the Corporation within twenty days next
preceding such election of directors.

Section 7.
At all elections of directors the voting shall be by ballot and a majority of
the votes cast thereat shall elect. At all such elections the chairman of the
meeting shall appoint two inspectors of election, unless such appointment shall
be unanimously waived by the stockholders present in person or represented by
proxy at the meeting and entitled to vote for the election of directors; but no
director or candidate for the office of director shall be appointed as such
inspector. The inspectors, before entering upon the discharge of their duties,
shall take and subscribe an oath or affirmation faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of their ability, and shall take charge of the polls and after the
balloting shall make a certificate of the result of the vote taken.

Section 8.
The Board of Directors shall have power to close the stock transfer books of
the Corporation for a period not exceeding sixty days preceding the date of any
meeting of stockholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or exchange
of stock shall go into effect or for a period of not exceeding sixty days in
connection with obtaining the consent of stockholders for any purpose;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, not exceeding
sixty days preceding the date of any meeting of stockholders, or the date for
the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of stock, or to give such
consent, and in such case such stockholders and only such stockholders as shall
be stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid.

Section 9.
The provisions of this Article I, and of these By-Laws, are subject to the
provisions of the Certificate of Incorporation of the Corporation, as from time
to time amended, and in the case of any inconsistency between the provisions of
these By-Laws and of the Certificate of Incorporation, the Certificate of
Incorporation shall govern and such inconsistency shall be resolved so as to
carry into effect the intent and purpose of the provisions of the Certificate
of incorporation.

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ARTICLE II

Board of Directors

Section 1.
The Board of Directors of the Corporation shall consist of such number of
persons, not less than three, as may be fixed from time to time by resolution
of the Board of Directors. Commencing at the Annual Meeting of Stockholders in
1986, the terms of office of the Board of Directors shall be divided into three
classes as nearly equal in number as possible, as determined by the Board of
Directors. The terms of office of the directors initially classified shall be
as follows: (i) terms of Class I shall expire at the Annual Meeting of
Stockholders in 1987; (ii) terms of Class II shall expire at the Annual Meeting
of Stockholders in 1988; and (iii) terms of Class III shall expire at the
Annual Meeting of Stockholders in 1989. At each Annual Meeting of Stockholders
after the initial classification, a successor to a director whose term shall
then expire shall be elected to serve from the time of election and
qualification until the third Annual Meeting following election and until a
successor shall have been duly elected and shall have qualified. Directors
numbering at least one half of the Board shall constitute a quorum for the
transaction of business, but if at any meeting of the Board there shall be less
than a quorum present, a majority of the directors present may adjourn the
meeting from time to time without notice other than announcement at the
meeting, until a quorum shall have been obtained, when any business may be
transacted which might have been transacted at the meeting as first convened
had there been a quorum.

Whenever
any vacancies shall have occurred in the Board of Directors, by death,
resignation, or otherwise, or the number of directors shall be increased by
amendment of this Section, such vacancy may be filled, or the additional
directors may be elected by the vote of a majority of the directors then in
office, although such majority is less than the quorum.

Section 2.
Meetings of the Board of Directors shall be held at such place within or
without the State of Delaware as may from time to time be fixed by resolution
of the Board or as may be specified in the call of any meeting. Meetings of the
Board may be held at any time upon call of the Executive Committee or the
Chairman of the Board, if any, or the President, by oral, telegraphic or
written notice, duly served on or sent or mailed to each director not less than
two days before any such meeting. A meeting of the Board may be held without
notice immediately after the Annual Meeting of Stockholders at the same place
at which such meeting is held. Meetings may be held at any time without notice
if all of the directors are present or if those not present waive notice of the
meeting in writing or by telegram, before or after any such meeting.

Directors
shall be reimbursed for their necessary traveling expenses incurred in
attending meetings of the Board and shall be paid such reasonable fee for their
attendance as the Board of Directors may fix.

Section 3.
The Board of Directors may, by resolution or resolutions, passed by the vote of
a majority of the whole Board designate an Executive committee, to consist of
the Chairman of the Board or the President, and two or more other directors of
the Corporation, as the Board may from time to time determine. The Executive
Committee shall have and may exercise, when the Board is not in session, all of
the powers of the Board in the management of the business and affairs of the
Corporation, and shall have power to authorize the seal of the Corporation to
be affixed to all-papers which may require it; but the Executive Committee
shall not have power to change the membership of, or to fill vacancies in, the
Executive Committee, or to make or amend

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By-Laws of the Corporation. The Board shall have the power at any time
to fill vacancies in, to change the membership of, or to dissolve, the
Executive Committee.

Section 4.
The Board of Directors may also, by resolution or resolutions, passed by a
majority of the total number of directors, appoint one or more other
committees, each such committee to consist of two or more of the directors of
the Corporation, which, to the extent provided in said resolution or
resolutions, shall have and may exercise such powers as shall be conferred or
authorized by the Board, and may have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board. The Board shall have the power at any time
to fill vacancies in, to change the membership of, or to dissolve, any such
committee.

Section 5.
Meetings of the Executive Committee and of each one or more other committees
appointed by the Board of Directors pursuant to the provisions of the preceding
Section 4 shall be held at such place within or without the State of Delaware
as may from time to time be fixed by resolution of the committee or as may be
specified in the call of any meeting. Regular meetings of the Executive
Committee and of each one or more other such committees shall be held at such
time as may from time to time be fixed by resolution of the committee, and
notice of such meetings need not be given. Special meetings of the Executive
Committee and of each one or more other such committees may be held at any time
upon call of the Chairman or Vice-Chairman of the committee, if any, or the
President, and notice thereof, unless otherwise determined by the committee, shall
be mailed to each member thereof, addressed to him at his residence or usual
place of business, or shall be sent to him at such residence or place of
business by telegram, radio, or cable, or shall be given to him orally, in
person or by telephone or otherwise, at least two days before such meeting.
Notice of any special meeting need not be given to any member who shall attend
such meeting in person or who shall waive notice thereof in writing or by
telegram, radio-or cable, whether before or after the time of such meeting, and
any such meeting shall be a legal meeting without any notice thereof having
been given if all the members shall be present thereat. No notice of any
adjourned meeting need be given. At all meetings of the Executive Committee and
of each one or more other such committees the presence of members constituting
a majority of the membership of the committee shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the act of a
majority of the member present at any meeting at which a quorum is present
shall be the act of the committee. The Executive Committee and each one or more
other such committees may, except to the extent provided herein or in any
resolution of the Board of Directors, make rule for the conduct of its business
and may appoint such committees and assistants as it shall from time to time
deem necessary.

ARTICLE III

Officers

Section 1.
At the annual meeting of the Board, and from time to time thereafter, the Board
of Directors shall elect or appoint such officers as it deems proper which may
include, but without limitation, a Chairman of the Board, who shall be a
Director, a President, one or more Vice Presidents, a Treasurer, a Secretary,
and Assistants thereto. One person may hold more than one office, except the
offices of President and Vice President.

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Section 2.
The term of office of all officers shall be one year, or until their respective
successors are chosen; but any officer may be removed from office at any time
by the affirmative vote of a majority of the members of the whole Board.

Section 3.
Subject to such limitations as the Board of Directors or the Executive
Committee may from time to time prescribe, the officers of the Corporation
shall each have such powers and duties as generally pertain to their respective
offices, as well as such powers and duties as from time to time may be
conferred by the Board of Directors or the Executive Committee. The Board of
Directors may require the Treasurer, the Assistant Treasurers and any other
officers, agents or employees of the Corporation to give bond for the faithful
discharge of their duties, in such sum and of such character as the Board may
from time to time prescribe.

Section 4.
The Board of Directors may designate from time to time one of the officers of
the Corporation as Chief Executive officer. within limits prescribed from time
to time by the Board of Directors or Executive Committee, the Chief Executive
Officer shall have broad executive authority and responsibility to supervise
and control the Corporations operations and to provide general leadership in
matters of corporate policy and planning.

ARTICLE IV

Certificates of Stock

Section 1.
The interest of each stockholder in the Corporation shall be evidenced by a
certificate or certificates for shares of stock of the Corporation, in such
form as the Board of Directors may from time to time prescribe. The
certificates for shares of stock of the Corporation shall be signed by the
Chairman of the Board or the President or a Vice-President and by the Secretary
or the Treasurer or an Assistant Secretary or an Assistant Treasurer, and shall
be countersigned and registered in such manner, if any, as the Board may by
resolution prescribe; provided, however, that, in case such certificates are
required by such resolution to be signed by a transfer agent or an assistant
transfer agent or by a transfer clerk acting on behalf of the Corporation and
by a registrar, the signatures of any such Chairman of the Board or President,
Vice-President, Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary may be facsimile.

In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any certificate or certificates for shares
of stock of the Corporation shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or officers of the
Corporation.

Section 2.
The shares of stock of the Corporation shall be transferable on the books of
the Corporation by the holders thereof in person or by duly authorized
attorney, upon surrender for cancellation of certificates for a like number of
shares of the same class of stock, with duly executed assignment and power of
transfer endorsed thereon or attached thereto, and with such proof of the
authenticity of the signatures as the Corporation or its agents may reasonably
require.

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Section 3.
No certificate for shares of stock of the Corporation shall be issued in place
of any certificate alleged to have been lost, stolen or destroyed, except upon
production of such evidence of the loss, theft or destruction and upon
indemnification of the Corporation and its agents to such extent and in such
manner as the Board of Directors may from time to time prescribe.

Section 4.
Notwithstanding the foregoing, the Board of Directors by resolution may from
time to time designate any or all classes or series of shares of the stock of
the Corporation, as it deems appropriate, as uncertificated shares. Any such
resolution adopted by the Board of Directors shall not apply to shares
represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, upon request, every holder of uncertificated shares shall be entitled
to receive a certificate representing the number of shares registered as
provided in Section 1 of this Article IV.

ARTICLE V

Checks, Notes, Etc.

All checks
and drafts on the Corporations bank accounts and all bills of exchange and
promissory notes, and all acceptances, obligations and other instruments for
the payment of money, shall be signed by such officer or officers or agent or
agents as shall be thereunto authorized from time to time by the Board of
Directors or the Executive Committee.

ARTICLE VI

Fiscal Year

The fiscal
year of the Corporation shall end on the Friday immediately preceding the 31st
of October in each year, and shall begin on the next day for the following
fiscal year.

ARTICLE VII

Corporate Seal

The corporate
seal shall have inscribed thereon the name of the Corporation and the words
Incorporated - Delaware - 1934.

ARTICLE VIII

Officers

The
Corporation and the stockholders and the directors may have offices outside of
the State of Delaware, at such places as shall be determined from time to time
by the Board of Directors.

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ARTICLE IX

Indemnification of Officers and Directors

The
Corporation (and any successor of the Corporation by merger or otherwise) shall
indemnify and hold harmless every person, his heirs, executors and
administrators, against any and all expense, liability and loss (including
without limitation judgments, fines, ERISA excise taxes or penalties, amounts
paid in settlement and attorneys fees), incurred or suffered by such person in
connection with any claim, action, suit or proceeding (whether actual or
threatened, brought by or in the right of the Corporation or otherwise, civil,
criminal, administrative or investigative, including appeals) (a Proceeding),
to which he may be or is made a party by reason of the fact that he or she or a
person of whom he or she is the legal representative is or was, at any time
during which this By-law is in effect (whether such person continues to serve
in such capacity at the time any indemnification or advancement of expenses
pursuant hereto is sought or at the time any Proceeding relating thereto exits
or is brought), a director or officer of the Corporation, or is or was at any
such time serving, at the request of the Corporation, as a director, officer,
trustee, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans maintained or sponsored by the Corporation (hereinafter, a Covered
Person), whether the basis of such Proceeding is alleged action in an official
capacity as a director, officer, trustee, employee or agent or in any other
capacity while serving as a director, officer, trustee, employee or agent; provided,
however,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 Directors.

To obtain
indemnification under this By-law, a claimant shall submit to the Corporation a
written request, including therein or therewith such documentation and
information as is reasonably available to the claimant and is reasonably
necessary to determine whether and to what extent the claimant is entitled to
indemnification. Upon written request by a claimant for indemnification, a
determination, if required by applicable law, with respect to the claimants
entitlement thereto shall be made as follows: (1) if requested by the claimant,
by Independent Counsel (as hereinafter defined), or (2) if no request is made
by the claimant for a determination by Independent Counsel, (i) by the Board of
Directors by a majority vote of a quorum consisting of Disinterested Directors
(as hereinafter defined), or (ii) if a quorum of the Board of Directors
consisting of Disinterested Directors is not obtainable or, even if obtainable,
such quorum of Disinterested Directors so directs, by Independent Counsel in a
written opinion to the Board of Directors, a copy of which shall be delivered
to the claimant, or (iii) if a quorum of Disinterested Directors so directs, by
a majority vote of the stockholders of the Corporation. In the event the
determination of entitlement to indemnification is to be made by Independent
Counsel, the Independent Counsel shall be selected by the Board of Directors
unless there shall have occurred within two years prior to the date of the
commencement of the Proceeding for which indemnification is claimed a Change of
Control as defined in the Change In Control Employment Agreement, as amended
December 10, 2008, in which case the Independent Counsel shall be selected by
the claimant unless the claimant shall request that such selection be made by
the Board of Directors. If it is so determined that the claimant is entitled to
indemnification, payment to the claimant shall be made within ten (10) days
after such determination.

Each
Covered Person shall have the right, without the need for any action by the Board
of Directors, to be paid by the Corporation (and any successor of the
Corporation by merger or

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otherwise) the expenses incurred in connection with any Proceeding in
advance of its final disposition, such advances to be paid by the Corporation
within twenty (20) days after the receipt by the Corporation of a statement or
statements from the claimant requesting such advance or advances from time to
time; provided, however, that if the General Corporation Law of
the State of Delaware requires, 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) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter, the Undertaking) by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right of
appeal (a final disposition) that such director or officer is not entitled to
be indemnified for such expenses under this By-law or otherwise.

If a claim
for indemnification (following final disposition of such Proceeding) under this
Article IX is not paid in full by the Corporation within thirty (30) days after
a written claim pursuant to these By-laws has been received by the Corporation,
or if a request for advancement of expenses under this Article IX is not paid
in full by the Corporation within twenty (20) days after a statement pursuant
to these By-laws and the required Undertaking, if any, have been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim for indemnification or
request for advancement of expenses and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action that, under the General
Corporation Law of the State of Delaware, the claimant has not met the standard
of conduct which makes it permissible for the Corporation to indemnify the
claimant for the amount claimed or that the claimant is not entitled to the
requested advancement of expenses, but (except where the required Undertaking,
if any is required, has not been tendered to the Corporation) the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, Independent Counsel or
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination
by the Corporation (including its Board of Directors, Independent Counsel or
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct. If a determination
shall have been made pursuant to these By-laws that the claimant is entitled to
indemnification, the Corporation shall be bound by such determination in any
judicial proceeding commenced pursuant to this paragraph. The Corporation shall
be precluded from asserting in any judicial proceeding commenced pursuant to
this paragraph that the procedures and presumptions of this By-law are not
valid, binding and enforceable and shall stipulate in such proceeding that the
Corporation is bound by all the provisions of this By-law.

The
provisions of this article shall be applicable to claims, actions, suits or
proceedings made or commenced after the adoption hereof, whether arising from
acts or omissions to act occurring before or after the adoption hereof. All of
the rights conferred in this Article IX, as to indemnification, advancement of expenses
and otherwise, shall be contract rights between the Corporation and each
Covered Person to whom such rights are extended that vest at the commencement
of such Covered Persons service to or at the request of the Corporation and
(x) any amendment or modification of this Article IX that in any way

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diminishes or adversely affects any such rights shall be prospective
only and shall not in any way diminish or adversely affect any such rights with
respect to any actual or alleged state of facts, occurrence, action or omission
occurring prior to the time of such amendment or modification, or Proceeding
previously or thereafter brought or threatened based in whole or in part upon
any such actual or alleged state of facts, occurrence, action or omission, and
(y) all of such rights shall continue as to any such Covered Person who has
ceased to be a director or officer or ceased to serve at the Corporations
request as a director, officer, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, as
described herein, and shall inure to the benefit of such Covered Persons
heirs, executors and administrators.

The rights
of indemnification provided in this Article IX (i) shall not be exclusive of
any rights to which any person may otherwise be entitled under any statute,
provision of the Certificate of Incorporation, By-laws, agreement, vote of
stockholders or Disinterested Directors or otherwise and (ii) cannot be
terminated by the Corporation, the Board of Directors or the stockholders of
the Corporation with respect to a persons service prior to the date of such
termination.

In addition
to the protection provided to directors and officers under the corporations
Certificate of Incorporation and to Covered Persons under the foregoing
provisions of these By-laws, their liability shall be limited to, and their
rights of indemnification and expense advances shall extend to, the fullest
extent permitted under applicable provisions of the Delaware General
Corporation Law as the same exists or may hereafter be amended or modified from
time to time (but, in the case of any such amendment or modification, only to
the extent that such amendment or modification permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation
to provide prior to such amendment or modification). The provisions of this
By-law may also be extended, at the discretion of the Board of Directors, to
other employees and agents of the corporation, and shall in all events extend
to the legal representatives of indemnified persons.

For
purposes of this By-law: (i) Disinterested Director means a director of the
Corporation who is not and was not a party to the matter in respect of which
indemnification is sought by the claimant; (ii) Independent Counsel means a
law firm, a member of a law firm, or an independent practitioner, that is
experienced in matters of corporation law and shall include any person who,
under the applicable standards of professional conduct then prevailing, would
not have a conflict of interest in representing either the Corporation or the
claimant in an action to determine the claimants rights under this By-law.

Any notice,
request or other communication required or permitted to be given to the
Corporation under this By-law shall be in writing and either delivered in
person or sent by telecopy, telex, telegram, overnight mail or courier service,
or certified or registered mail, postage prepaid, return receipt requested, to
the Secretary of the Corporation and shall be effective only upon receipt by
the Secretary.

If any
provision or provisions of this By-law shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (1) the validity, legality and
enforceability of the remaining provisions of this By-law (including, without
limitation, each portion of any paragraph of this By-law containing any such
provision held to be invalid, illegal or unenforceable, that is not itself held
to be invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (2) to the fullest extent possible, the provisions of
this By-

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law (including, without limitation, each such portion of any paragraph
of this By-law containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.

ARTICLE X

Amendments

The By-Laws
of the Corporation may be altered, amended, added to or repealed at any meeting
of the Board of Directors, by the affirmative vote of a majority of the total
number of directors, if notice of the proposed change is given in the notice of
the meeting, or if all of the directors are present at the meeting, or if all
directors not present at the meeting assent in writing to such change;
PROVIDED, however, that no change of the time or place for the annual meeting
of the stockholders for the election of directors shall be made except in
accordance with the laws of the State of Delaware. By-Laws made by the
directors may be altered or repealed by the stockholders having voting power,
or by the directors.

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