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                                                                     EXHIBIT 3.3

                        CALIFORNIA STEEL INDUSTRIES, INC.
                            (a Delaware Corporation)

                                 RESTATED BYLAWS

                                    ARTICLE I

                                     OFFICES

          SECTION 1.01 Registered Office. The Corporation shall have a
                       -----------------
registered office and agent in the State of Delaware as determined by the Board
of Directors from time to time.

          SECTION 1.02 Other Offices. The Company shall have a principal office
                       -------------
in Fontana, California. The Company may also have an office or offices at such
other place or places, either within or without the State of Delaware, as the
Board of Directors (hereinafter called the Board) may from time to time
determine and as the business of the Company may require.

                                   ARTICLE II

                             MEETING OF SHAREHOLDERS

          SECTION 2.01 Annual Meetings. Annual meetings of the shareholders of
                       ---------------
the Company for the purpose of electing Directors and for the transaction of
such other proper business as may come before such meetings may be held as the
Board shall determine by resolution no later than the end of March of each year.

          SECTION 2.02 Special Meetings. A special meeting of the shareholders
                       ----------------
for the transaction of any proper business may be called at any time by the
Chairman of the Board upon resolution of the Board or upon the written request
of any shareholder.

          SECTION 2.03 Place of Meetings. All meetings of the shareholders shall
                       -----------------
be held at such time, date, and place, within or without the State of Delaware,
as may from time to time be designated by the Board.

          SECTION 2.04 Notice of Meeting, Etc. Except as otherwise required by
                       -----------------------
law, notice of each meeting of the shareholders, whether annual or special,
shall be given not less than fifteen (15) days and not more than sixty (60) days
before the date of the meeting to each shareholder of record entitled to vote at
such meeting by delivering a written notice thereof to such shareholder. Such
notice may be given by telefax, telex or air mail, directed to him or her at his
or her address registered on the books of the Company or, if he or she shall not
have furnished the address, then at his or her post office address last known to
the Secretary. Except as otherwise expressly required by law, no publication of
any notice of a meeting of the shareholders shall be required. Every notice of a
meeting of the shareholders shall state the place, date and hour of the meeting
and, in the case of a special meeting, shall also state the purpose or purposes
for which such meeting is called. Notice of any meeting of shareholders shall
not be required to be given to any shareholder who shall have waived such notice
and such notice shall be deemed waived by any shareholder who shall attend such
meeting in person or by proxy, except as a shareholder who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Except as otherwise expressly required by law, notice of any adjourned
meeting of the shareholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

          SECTION 2.05 Quorum. Meetings of the shareholders shall be legally
                       ------
convened only when all shareholders are present or legally represented by their
respective agents and decisions thereof shall only be made by unanimous vote of
the shareholders.

          SECTION 2.06 Voting.
                       ------

          (a) Each shareholder shall, at each meeting of the shareholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Company having voting rights on the matter in question and which
shall have been held by him or her and registered in his or her name on the
books of the Company: (i) On the date fixed pursuant to Section 9.05 of these
Bylaws as the record date for the determination of shareholders entitled to
notice of and to vote at such meeting; or, (ii) If no such record date shall
have been so fixed, then (a) at the close of business on the day next preceding
the day on which notice of the

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meeting shall be given or, (b) if notice of the meeting shall be waived, at the
close of business on the day next preceding the day on which the meeting shall
be held.

          (b) Shares of its own stock belonging to the Company or to another
corporation, if a majority of the shares entitled to vote in the election of
Directors in such other corporation is held, directly or indirectly, by the
Company, shall neither be entitled to vote nor be counted for quorum purposes.
Persons holding stock of the Company in a fiduciary capacity shall be entitled
to vote such stock. Persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Company he or she
shall have expressly empowered the pledgee to vote thereon, in which case only
the pledgee or his or her proxy may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two (2) or more persons,
whether fiduciaries, members of a partnership, joint tenants in common, tenants
by entirety or otherwise, or with respect to which two (2) or more persons have
the same fiduciary relationship, shall be voted in accordance with the
provisions of the General Corporation Law of the State of Delaware.

          (c) Any such voting rights may be exercised by the shareholder
entitled thereto in person or by his or her proxy appointed by an instrument in
writing, subscribed by such shareholder or by his or her attorney or acted upon
after one (1) year from its date unless said proxy shall provide for a longer
period. The attendance at any meeting of a shareholder who may theretofore have
given a proxy shall not have the effect of revoking the same unless he or she
shall in writing so notify the secretary of the meeting prior to the voting of
the proxy. At any meeting of the shareholders all matters, except as otherwise
provided in the Certificate of Incorporation, in these Bylaws or by law, shall
be decided by the unanimous vote of the shareholders present in person or by
proxy and entitled to vote thereat and thereon, a quorum being present. The vote
at any meeting of the shareholders on any question need not be by ballot, unless
so directed by the chairman of the meeting. On a vote by ballot each ballot
shall be signed by the shareholder voting, or by his or her proxy, if there be
such proxy, and it shall state the number of shares voted.

          SECTION 2.07 List of Shareholders. The Secretary of the Company shall
                       --------------------
prepare and make, at least ten (10) days before every meeting of shareholders, a
complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each shareholder and the number of
shares registered in the name of each shareholder. Such list shall be open to
examination by any shareholder for any purpose germane to the meeting during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any shareholder who is present.

          SECTION 2.08 Purpose of Shareholders Meetings. The meetings of
                       --------------------------------
shareholders shall establish the general policies and guidelines for the
administration of the Company and shall deliberate on the matters specified
below:

     (1)  Change in the business purposes of the Company;

     (2)  Dissolution or liquidation of the Company, or merger or consolidation
          of the Company with any other corporation or entity;

     (3)  Disposition of the whole or an important part of the business or
          assets of the Company;

     (4)  Acquisition of the whole or any important part of the business or
          assets of any other corporation or entity;

     (5)  Establishment of a subsidiary company of the Company or acquisition of
          the capital stock of any other entity;

     (6)  Amendment of the Certificate of Incorporation and Bylaws of the
          Company;

     (7)  Increase or decrease of the capital stock of the Company;

     (8)  Redemption of the preferred stock or conversion of the preferred stock
          into the common stock;

     (9)  Issuance of debentures convertible to stocks;

     (10) Appointment of the Board of the Company;

     (11) Medium-term business plan of the Company including investment plan and
          its annual revisions;

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     (12) Investment for improvement or expansion of the Company in excess of
          two million U.S. dollars (U.S. $2,000,000);

     (13) Contracts for leasing out the whole or any important part of the
          business or assets of the Company;

     (14) Recommendations of the Shareholders to the Board with respect to the
          disposition of profit or dealing with losses of the Company;"

     (15) Review of the Board's annual report and annual audited financial
          statement of the Company."

                                   ARTICLE III

                                   ARBITRATION

          SECTION 3.01 Any dispute, deadlock, controversy or claim not resolved
at the Shareholders Meeting shall be settled by arbitration in accordance with
the American Arbitration Association rules then in effect. In any such
arbitration proceeding there shall be three (3) arbitrators. Each party shall
appoint one (1) arbitrator and the two (2) arbitrators so appointed shall
appoint the third arbitrator, who shall act as chairman of the arbitration
tribunal. The arbitration proceeding shall be conducted in Los Angeles,
California. The award of such arbitration shall be final and binding upon the
parties.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

          SECTION 4.01 General Powers. Subject to the provisions contained in
                       --------------
Articles II and III, the Board shall establish the general policies and
guidelines for the administration of the Company. The business and affair of the
Company shall be managed under the direction of the Board.

          SECTION 4.02 Number and Term of Office. The number of Directors shall
                       -------------------------
be four (4). Directors need not be shareholders. Each of the Directors of the
Company shall hold office for one (1) year and this term shall extend until his
successor shall have been duly elected and qualified or until he shall resign or
have been removed in the manner hereinafter provided.

          SECTION 4.03 Election of Directors. The Directors shall be elected
                       ---------------------
annually by the shareholders of the Company and the persons receiving the
greatest number of votes, up to the number of Directors to be elected, shall be
the Directors.

          SECTION 4.04 Resignations. Any Director of the Company may resign at
                       ------------
any time by giving written notice to the Board or to the Secretary of the
Company. Any such resignation shall take effect at the time specified therein,
or, if the time be not specified, it shall take effect immediately upon its
receipt, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          SECTION 4.05 Vacancies. Except as otherwise provided in the
                       ---------
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of Directors, or
any other cause, may be filled in accordance with Sections 4.02 and 4.03. Each
replacement Director so chosen to fill a vacancy shall hold office until his
successor shall have been elected and shall qualify or until he shall resign or
shall have been removed in the manner hereinafter provided.

          SECTION 4.06 Notice, Place of Meeting, Etc. The Chairman of the Board
                       -----------------------------
shall call and preside at all meetings of the Board. Calls for any meeting of
the Board shall be given by the Secretary to each Director in writing at least
five (5) days before the day on which the meeting is to be held, unless all the
members waive the right to such prior notice. The meetings shall take place at
the head office of the company in Fontana, California or anywhere agreed upon by
four (4) affirmative votes of the Directors. Directors may participate in any
regular or special meeting of the Board by means of conference telephone or
similar communications equipment, subject to the terms and conditions to be
established by the Board.

          SECTION 4.07 Regular Meetings. Regular meetings of the Board may be
                       ----------------
held every quarter at such times as the Board shall from time to time by
resolution determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the meeting shall be
held at the same hour and place on the next succeeding business day that is not
a legal holiday.

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          SECTION 4.08 Special Meetings. Special meetings of the Board shall be
                       ----------------
held whenever called by the Chairman at his own initiative or upon request of
any Director. Except as otherwise provided by law or by these Bylaws, notice of
the time, place and purpose of each such special meeting shall be given in
writing sent to each Director, addressed to him at his residence or usual place
of business, at least five (5) days before the day on which the meeting is to be
held. Notice of any meeting of the Board shall not be required to be given to
any Director who is present at such meeting, except a Director who shall attend
such meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

          SECTION 4.09 Quorum and Manner of Acting. Except as otherwise provided
                       ---------------------------
in these Bylaws or by law, the presence of three (3) Directors shall be required
to constitute a quorum for the transaction of business at any meeting of the
Board, and all matters shall be decided at any such meeting, in which a quorum
is present, by the affirmative votes of three of the Directors present. In the
absence of a quorum, a majority of Directors present at any meeting may adjourn
the same from time to time until a quorum shall be present. Notice of any
adjourned meeting need not be given. The Directors shall act only as a Board,
and the individual Directors shall have no power as such. .

          SECTION 4.10 Action by Consent. Any action required or permitted to be
                       -----------------
taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be. Such written consent shall be
filed with the minutes of proceedings of the Board.

          SECTION 4.11 Removal of Directors. Subject to the provisions of the
                       --------------------
Certificate of Incorporation, any Director may be removed at any time, either
with or without cause, by the affirmative vote of the shareholders having a
majority of the voting power of the Company given at a special meeting of the
shareholders called for such purpose.

         SECTION 4.12 Compensation. The Directors shall receive only such
                      ------------
compensation for their services as Directors, as may be allowed by resolution at
any of the meetings of the shareholders. The Board may provide that the Company
shall reimburse each such Director for any expense incurred by him on account of
his attendance at any meetings of the Board or committees of the Board. Neither
the payment of such compensation nor the reimbursement of such expenses shall be
construed to preclude any Director from serving the Company or its subsidiaries
in any other capacity and receiving compensation therefore.

          SECTION 4.13 Specified Powers of the Board. The Board shall deliberate
                       -----------------------------
and decide on the matters specified below:

          (1)  The Board shall deliberate matters listed in Section 2.08 hereof
               and propose them for the approval of the shareholders;

          (2)  Establishment of the Medium-Term Business Plan of the Company
               according to shareholders' strategies, and establishment of the
               basic policy, annual plan and budget of the Company, including
               production, sales, profit estimates, investment plan and other
               budget related matters;

          (3)  Investment for improvement or expansion of the plant of the
               Company less than two million U.S. dollars (U.S. $2,000,000);

          (4)  Establishment or change of:

               (i)  the organizational structure, at the managers' level,
                    including branches or liaison offices of the Company;

               (ii) the internal regulations of the Company;

          (5)  Performance review of each officer and appointment and/or removal
               of the officers;

          (6)  Determination of detailed terms and conditions for the receiving
               of personnel from each shareholder or its affiliated companies;

          (7)  Engagement of outside certified public accountant(s), counsel(s),
               and consultant(s);

          (8)  Creation of advisory and other Board committees;

          (9)  Appointment of authorized signer(s) of the Company with respect
               to contracts, checks or any other documents;

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          (10) General increase or decrease of the level of salary and wage for
               employees and change of the salary/wage structure and system;

          (11) Determination of the amount of contribution by the Company for
               profit sharing plan of employees with prior consultation with the
               shareholders;

          (12) Loans or prepayments or other financing agreements or borrowing
               of money in excess of one million U.S. dollars (U.S. $1,000,000),
               except draw-downs under already approved loans or other financing
               agreements;

          (13) Creating a pledge or other encumbrance on the assets of the
               Company in excess of five hundred thousand U.S. dollars (U.S.
               $500,000);

          (14) Opening of credit in favor of a customer of the Company in excess
               of five hundred thousand U.S. dollars (U.S. $500,000);

          (15) Settlement of a claim with customers, suppliers, or others, in
               excess of two hundred thousand U.S. dollars (U.S. $200,000.00);

          (16) Approval of policies and general conditions for the purchase of
               slabs, ocean transportation, unloading transportation by train
               and purchase of machinery and equipment, materials, utilities and
               services, and for the sale of finished steel products of the
               Company;

          (17) Approval of policies and general terms for the contracts not
               specified in Paragraph (16) above, in excess of one million U.S.
               dollars (U.S. $1,000,000);

          (18) Policies for important lawsuits and disputes and initiation and
               defense of legal and administrative proceedings involving the
               Company, its Director(s), and/or its officer(s), provided that in
               the case of initiation of such proceedings the shareholders
               should previously be informed;

          (19) Approval of any endowment and contribution in excess of U.S.
               $50,000.00 per year.

          (20) Appointment and/or removal of external auditors of the Company.

          SECTION 4.14 Other Powers. Any powers other than those enumerated in
                       ------------
Section 3.13 above shall also be reserved for the Board, subject to the
provisions of item 2.08 hereof.

          SECTION 4.15 Job Descriptions and Delegation of Duties. Upon a
                       -----------------------------------------
resolution of the Board, the Board shall adopt formal job descriptions for all
the officers of the Corporation, which job descriptions shall set forth the
powers, duties and responsibilities of each officer.

          SECTION 4.16 Organization. In accordance with Section 4.15 above, the
                       ------------
Board shall delegate to the President/CEO the responsibility for formulating and
periodically reviewing the organizational plan of the Company with timely
reporting to the Board. The organizational plan shall set forth the goals,
resources, management structure, employees and internal regulations for each
department and shall be designed to facilitate overall efficiency and
productivity. The appointment of management personnel at the department head
level shall be confirmed by the Board following nomination by the President/CEO.

                                    ARTICLE V

                                    OFFICERS

          SECTION 5.01 Number. Subject to the requirements of applicable law,
                       ------
the officers of the Company shall be a President/CEO, and such officers as may
be required by applicable law and such other officers not required by law. The
number thereof and their respective titles shall be determined by the Board. The
powers and duties of the President/CEO and each officer shall be determined by
applicable law or established by the Board.

          SECTION 5.02 Election, Term of Office and Qualifications. Each officer
                       -------------------------------------------
shall hold office for one year (1) or until his successor shall have been duly
chosen and shall qualify, or until his resignation or removal in the manner
hereinafter provided.

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          SECTION 5.03 Removal. Any officer of the Company may be removed at any
                       -------
time by resolution of the Board.

          SECTION 5.04 Resignations. Any officer may resign at any time by
                       ------------
giving written notice of his resignation to the Board or the Secretary of the
Company. Any such resignation shall take effect at the time specified therein
or, if the time be not specified, upon receipt thereof by the Board or the
Secretary, as the case may be; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

          SECTION 5.05 Vacancies and Absences. A vacancy in any office because
                       ----------------------
of death, resignation, removal, disqualification or other cause, may be filled
for the unexpired portion of the term thereof in the manner prescribed in these
Bylaws for regular appointments or elections to such office. In the case of
temporary absence or impediment of an officer, such officer shall appoint in
writing one of the other officers, who shall exercise, along with its own, the
function of the officer absence or under impediment.

          SECTION 5.06 The President/CEO. The President/CEO shall have, subject
                       -----------------
to the control of the Board, general and active supervision and management over
the business of the Company and over its several officers, agents and employees.

          SECTION 5.07 The Secretary. The Secretary shall be appointed by the
                       -------------
President/ CEO, among the officers of the Company. The Secretary shall, if
present, record the proceedings of all meetings of the Board, of the
shareholders and of all committees of which a secretary shall not have been
appointed in one or more books provided for that purpose; he or she shall see
that all notices are duly given in accordance with these Bylaws and so required
by law; he or she shall be custodian of the seal of the Company and shall affix
and attest the seal to all documents to be executed on behalf of the Company
under its seal; and, in general, he or she shall perform all the duties incident
to the office of the Secretary and such other duties as may from time to time be
assigned to him or her by the Board.

          SECTION 5.08 Compensation. The compensation of the officers of the
                       ------------
Company shall be fixed from time to time by the Board.

                                   ARTICLE VI

                                EXTERNAL AUDITORS

          SECTION 6.01 Selection of Auditors. External auditors shall be
                       ---------------------
designated by the Board prior to the close of business in each fiscal year, who
shall audit and examine the books of accounts of the Company and shall certify
to the Board and shareholders the annual balance of said books, which shall be
prepared at the close of each fiscal year. No Director or officer of the
Company, and no firm or corporation of which such Director or officer is a
member, shall be eligible to discharge the duties of the external auditors.

          SECTION 6.02 Compensation of Auditors. The compensation of the
                       ------------------------
external auditors shall be fixed by the Board.

                                   ARTICLE VII

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

          SECTION 7.01 Execution of Contracts. The Board, except as otherwise
                       ----------------------
provided in these Bylaws, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name and on
behalf of the Company, and such authority may be general or confined to specific
instances; and, unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the Company
by any contract or engagement or to pledge its credit or to render it liable for
any purpose or in any amount.

          SECTION 7.02 Checks, Drafts, Etc. All checks, drafts or other orders
                       -------------------
for payment, notes or other evidence of indebtedness issued in the name of or
payable to the Company, 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. Each such officer, agent or attorney shall given such bond, if any,
as the Board may require.

          SECTION 7.03 Deposits. All funds of the Company not otherwise employed
                       --------
shall be deposited from time to time to the credit of the Company in such banks,
trust companies or other depositories as the Board may select. For the purpose
of deposit and for the purpose of collection for the account of the Company, the
President/CEO or any other officer or officers, agent

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or agents, or attorney or attorneys of the Company who shall from time to time
be determined by the Board may endorse, assign and deliver checks, drafts and
other orders for the payment of money which are payable to the order of the
Company.

          SECTION 7.04 General and Special Bank Accounts. The Board may from
                       ---------------------------------
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies other depositories as the Board may
select. The Board may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of these Bylaws, as it
may deem expedient.

                                  ARTICLE VIII

                            SHARES AND THEIR TRANSFER

          SECTION 8.01 Certificates for Stock. Every owner of stock of the
                       ----------------------
Company shall be entitled to have a certificate or certificates to be in such
form as the Board shall prescribe, certifying the number and class of shares of
the stock of the Company owned by him or her. The certificates representing
shares of such stock shall be numbered in the order in which they shall be
issued and shall be signed in the name of the Company by the President/CEO or
another officer. Any of or all of the signatures on the certificates may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon any such certificate, shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, such certificate may nevertheless be issued by the Company with the
same effect as though the person who signed such certificate or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or
registrar at the date of issue. A record shall be kept of the respective names
of the persons, firms or companies owning the stock represented by such
certificates, the number and class of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation, the
respective dates of cancellation. Every certificate surrendered to the Company
for exchange or transfer shall be canceled, and no new certificate shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so canceled, except in cases provided for in Section 7.04.

          SECTION 8.02 Transfers of Stock. Transfers of shares of stock of the
                       ------------------
Company shall be made only on the books of the Company by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary, a transfer clerk or a transfer agent
appointed as provided in Section 7.03, and upon surrender of the certificates
for such shares properly endorsed and the payment of all taxes thereon. The
person in whose name shares of stock stand on the books of the Company shall be
deemed the owner thereof for all purposes as regards the Company. Whenever any
transfer of shares shall be made for collateral security, and not absolutely,
such fact shall be so expressed in the entry of transfer if, when the
certificate or certificates shall be presented to the Company for transfer, both
the transferor and the transferee request the Company to do so.

          SECTION 8.03 Regulations. The Board may make such rules and
                       -----------
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Company. It may appoint or authorize any officer or officers to
appoint, one or more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates for stock to bear the
signature or signatures of any of them.

          SECTION 8.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In
                       ---------------------------------------------------
any case of loss, theft, destruction or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction
or mutilation and, upon the giving of a bond of indemnity to the Company in such
form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper to do so.

          SECTION 8.05 Fixing Date for Determination of Shareholders of Record.
                       -------------------------------------------------------
In order that the Company may determine the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action. If in any case involving
the determination of shareholders for any purpose other than notice of or voting
at a meeting of shareholders, the Board shall not fix such a record date, the
record date for determining shareholders for such purpose shall be the close of
business on the day on which the Board shall adopt a resolution relating
thereto. A determination of shareholders entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of such meeting;
provided, however, that the Board may fix a new record date for such adjourned
meeting.

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                                   ARTICLE IX

                                 INDEMNIFICATION

          SECTION 9.01 Indemnification of Directors, Officers and Agents. The
                       -------------------------------------------------
Company shall have the power to indemnify directors, officers, employees and
agents to the fullest extent permitted under the Delaware General Corporate Law.

          SECTION 9.02 Insurance. Upon resolution passed by the Board, the
                       ---------
Company may purchase and maintain insurance on behalf of any person who is or
was a Director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such persons and incurred by them in any
such capacity, or arising out of their status as such, whether or not the
Company would have the power to indemnify them against such liability pursuant
to Section 8.01.

                                    ARTICLE X

                                  MISCELLANEOUS

          SECTION 10.01 Corporate Seal. The Board shall provide a corporate
                        --------------
seal, which shall be in the form of a circle and shall bear the name of the
Company and words and figures showing that the Company was incorporated in the
State of Delaware and the year of incorporation.

          SECTION 10.02 Waiver of Notices. Whenever notice is required to be
                        -----------------
given by these Bylaws, the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 10.03 Amendments. These Bylaws may be altered, amended or
                        ----------
repealed and new Bylaws may be made by the shareholders, at any annual meeting
of the shareholders, without previous notice, or at any special meeting of the
shareholders, provided that the notice of such proposed amendment, modification,
repeal or adoption is given in the notice of the special meeting.

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