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                    SECRETARY'S COMPILED, AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         CALIFORNIA INDEPENDENT BANCORP

                            as of September 30, 1999

                                    ARTICLE I

                                     OFFICES

SECTION 1.1. PRINCIPAL OFFICE. The principal executive office of the corporation
is hereby located at such place as the board of directors (the "board") shall
determine. The board is hereby granted full power and authority to change said
principal executive office from one location to another.

SECTION 1.2. OTHER OFFICES. Other business offices may, at any time, be
established by the board at such other places as it deems appropriate.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

SECTION 2.1. PLACE OF MEETINGS. Meetings of shareholders may be held at such
place within or outside the state of California designated by the board. In the
absence of any such designation, shareholders' meetings shall be held at the
principal executive office of the corporation.

SECTION 2.2. ANNUAL MEETING. The annual meeting of shareholders shall be held
for the election of directors on a date and at a time designated by the board.
The date so designated shall be within fifteen (15) months after the last annual
meeting. At such meeting, directors shall be elected, and any other proper
business within the power of the shareholders may be transacted.

SECTION 2.3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called at any time by the board, the chairperson of the board, the president, or
by the holders of shares entitled to cast not less than ten percent (10%) of the
votes at such meeting. If a special meeting is called by any person or persons
other than the board, the request shall be in writing, specifying the time of
such meeting and the general nature of the business proposed to be transacted,
and shall be delivered personally or by registered mail to the chairperson of
the board, the president, any vice president or the secretary of the
corporation. The officer receiving the request shall cause notice to be promptly
given to the 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 35 nor
more than 60 days after receipt of the request. If the notice is not given
within 20 days after receipt of the request, the person or persons requesting
the meeting may give the notice. Nothing in this paragraph shall be construed as
limiting, fixing or affecting the time when a meeting of shareholders called by
action of the board may be held.

SECTION 2.4. NOTICE OF MEETINGS. Written notice, in accordance with Section 2.5
of this Article II, of each annual or special meeting of shareholders shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each shareholder entitled to vote thereat. Such notice shall state the place,
date and hour of the meeting and (a) in the case of a special meeting, the
general nature of the business to be transacted, and no other business may be
transacted, or (b) in the case of the annual meeting, those matters which the
board, at the time of the mailing of the notice, intends to present for action
by the shareholders, but,

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subject to the provisions of applicable law, any proper matter may be
presented at the meeting for such action. The notice of any meeting at which
directors are to be elected shall include the names of nominees intended at
the time of the notice to be presented by the board for election.

If action is proposed to be taken at any meeting for approval of (a) a contract
or transaction in which a director has a direct or indirect financial interest,
pursuant to Section 310 of the California Corporations Code, as amended (the
"Code"), (b) an amendment of the articles of incorporation, pursuant to Section
902 of the Code, (c) a reorganization of the corporation, pursuant to Section
1201 of the Code, (d) a voluntary dissolution of the corporation, pursuant to
Section 1900 of the Code, or (e) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares, pursuant to Section
2007 of the Code, the notice shall also state the general nature of that
proposal.

SECTION 2.5. MANNER OF GIVING NOTICE. Notice of a shareholders' meeting shall be
given either personally or by first-class mail or telegraphic or other written
communication, charges prepaid, addressed to the shareholder at the address of
that shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice. If no such address
appears on the corporation's books or is given, notice shall be deemed to have
been given if sent to that shareholder by first-class mail or telegraphic or
other written communication to the corporation's principal executive office or
if published at least once in a newspaper of general circulation in the county
in which the principal executive office is located. Notice shall be deemed to
have been given at the time when delivered personally or deposited in the mail
or sent by telegram or other means of written communication. An affidavit of
mailing or other means of giving any notice in accordance with the above
provisions, executed by the secretary, assistant secretary or any transfer
agent, shall be prima facie evidence of the giving of the notice.

If any notice 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 to the shareholder at such address, all
future notices 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 to all other shareholders.

SECTION 2.6. QUORUM. A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders.
The shareholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment notwithstanding the
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 2.7. ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders' meeting,
whether or not a quorum is present, may be adjourned from time to time by the
vote of a majority of the shares represented either in person or by proxy at the
meeting, but in the absence of a quorum (except as provided in Section 2.6 of
this Article II) no other business may be transacted at such meeting.

When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the adjournment is taken.
However, when any shareholders' meeting is adjourned for more than 45 days from
the date set for the original meeting, or, if after adjournment a new record
date is fixed for the adjourned meeting, notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting. At any
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.

SECTION 2.8. VOTING. The shareholders entitled to notice of any meeting or to
vote at any such meeting shall be only persons in whose name shares stand on the
stock records of the corporation on the record date

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determined in accordance with Section 2.9 of this Article II.

Voting of shares of the corporation shall in all cases be subject to the
provisions of Sections 700 through 711, inclusive, of the Code.

The shareholders' vote may be by voice or ballot; provided, however, that any
election for directors must be by ballot if demanded by any shareholder before
the voting has begun. On any matter other than election of directors, any
shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal (other than
the election of directors), but, if the shareholder fails to specify the number
of shares which the shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect to all shares
that the shareholder is entitled to vote. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on any matter (other than the election of directors) shall be
the act of the shareholders, unless the vote of a greater number or voting by
classes is required by the Code or by the articles of incorporation.

Pursuant to California Corporations Code sections 301.5 and 708, and any
successor statutes, so long as the corporation remains a 'Listed Corporation' as
defined under Corporations Code section 301.5 or any successor statutes, the
corporation does not permit cumulative voting for the election of directors.
However, in the event that the corporation should not qualify as a "Listed
Corporation" as defined under Corporations Code Section 301.5 or any successor
statute, and subject to the following sentence and the provisions of Section 708
of the Code, every shareholder entitled to vote at any election of directors may
cumulate such shareholder's 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 the shareholder's shares are entitled, or distribute the shareholder's
votes on the same principle among as many candidates as the shareholder thinks
fit. No shareholder shall be entitled to cumulate votes for any candidate or
candidates pursuant to the preceding sentence unless such candidate's or
candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting and prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination.

In any election of directors, the candidates receiving the highest number of
affirmative votes of the shares entitled to be voted for them, up to the number
of directors to be elected, shall be elected. Votes against the director and
votes withheld shall have no legal effect.

SECTION 2.9. RECORD DATE. The board may fix, in advance, a record date for the
determination of the shareholders entitled to notice of any meeting or to vote
or to receive payment of any dividend or other distribution, or allotment of any
rights, or to exercise any rights in respect of any other lawful action. The
record date so fixed shall be not more than 60 days nor less than 10 days prior
to the date of the meeting nor more than 60 days prior to any other action. When
a record date is so fixed, only shareholders of record on that date are entitled
to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise rights, as the case may be,
notwithstanding any transfer of shares on the books of the corporation after the
record date. A record date for a meeting of shareholders shall apply to any
adjournment of the meeting unless the board fixes a new record date for the
adjourned meeting. The board shall fix a new record date if the meeting is
adjourned for more than 45 days.

If no record date is fixed by the board, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the business day next preceding the day on which
notice of the meeting is given or, if notice is waived, the close of business on
the business day next preceding the day on which the meeting is held. The record
date for determining shareholders for any purpose other than as set forth in
this Section 2.9 or Section 2.11 of this Article II shall be at the close of
business on the day on which the board adopts the resolution relating thereto,
or the sixtieth day prior to the

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date of such other action, whichever is later.

SECTION 2. 10. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, who was not present in person or
by proxy, signs a written waiver of notice, or a consent to the holding of the
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. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by the Code to be included in the notice but
not so included, if such objection is expressly made at the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of shareholders need be specified in any written waiver of notice, consent to
the holding of the meeting or approval of the minutes of the meeting, except
that if action is taken or proposed to be taken for approval of any of those
matters specified in the second paragraph of Section 2.4 of this Article II, the
waiver of notice, consent or approval shall state the general nature of the
proposal.

SECTION2.11. ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Subject to Section 603
of the Code, any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, is signed by the holders
of the outstanding shares, or their proxies, 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. All
such consents shall be filed with the secretary of the corporation and shall be
maintained in the corporate records; provided, however, that (1) unless the
consents of all shareholders entitled to vote have been solicited in writing,
notice of any shareholder approval without a meeting by less than unanimous
consent shall be given, as provided by Section 603(b) of the Code, and (2) in
the case of election of directors, such a consent shall be effective only if
signed by the holders of all outstanding shares entitled to vote for the
election of directors; provided, however, that subject to applicable law, a
director may be elected at any time to fill a vacancy on the board that has not
been filled by the directors, by the written consent of the holders of a
majority of the outstanding shares entitled to vote for the election of
directors. Any written consent may be revoked by a writing received by the
secretary of 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.

Unless a record date for voting purposes be fixed as provided in Section 2.9 of
this Article II, the record date for determining shareholders entitled to give
consent pursuant to this Section 2.11, when no prior action by the board has
been taken, shall be the day on which the first written consent is given.

SECTION 2.12. PROXIES. Every person entitled to vote shares or execute written
consents has the right to do so either in person or by one or more persons
authorized by a written proxy executed and dated by such shareholder and filed
with the secretary of the corporation prior to the convening of any meeting of
the shareholders at which any such proxy is to be used or prior to the use of
such written consent. A validly executed proxy which does not state that it is
irrevocable continues in full force and effect unless: (1) revoked by the person
executing it prior to the vote pursuant thereto, by a writing delivered to the
corporation stating that the proxy is revoked or by a subsequent proxy executed
by the person executing the prior proxy and presented to the meeting, or as to
any meeting of shareholders, by attendance at such meeting and voting in person
by the person executing the proxy; or (2) 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, however, that no proxy shall be
valid after the expiration of 11 months from the date of its execution unless
otherwise provided in the proxy.

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SECTION 2.13. INSPECTORS OF ELECTION. In advance of any meeting of shareholders,
the board may appoint any persons other than nominees for office as inspectors
of election to act at such meeting and any adjournment thereof. If no inspectors
of election are so appointed, or if any persons so appointed fail to appear or
refuse to act, the chairperson of any such meeting may, and on the request of
any shareholder or shareholder's proxy shall, appoint inspectors of election at
the meeting. The number of inspectors shall be either one (1) or three (3). If
inspectors are appointed at a meeting on the request of one or more shareholders
or proxies, the holders of a majority of shares or their proxies present shall
determine whether one (1) or three (3) inspectors are to be appointed.

The duties of such inspectors shall be as prescribed by Section 707(b) of the
Code and shall include: determining the number of shares outstanding and the
voting power of each; determining the shares represented at the meeting;
determining the existence of a quorum; determining the authenticity, validity
and the 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 shall close; determining the result; and doing such acts as may
be proper to conduct the election or vote with fairness to all shareholders. If
there are 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.

SECTION 2.14. CONDUCT OF MEETINGS. The president shall preside at all meetings
of the shareholders and shall conduct each such meeting in a businesslike and
fair manner, but shall not be obligated to follow any technical, formal or
parliamentary rules or principles of procedure. The presiding officer's rulings
on procedural matters shall be conclusive and binding on all shareholders,
unless at the time of ruling a request for a vote is made to the shareholders
entitled to vote and represented in person or by proxy at the meeting, in which
case the decision of a majority of such shares shall be conclusive and binding
on all shareholders. Without limiting the generality of the foregoing, the
presiding officer shall have all the powers usually vested in the presiding
officer of a meeting of shareholders.

                                   ARTICLE III

                                    DIRECTORS

SECTION 3.1. POWERS. Subject to the provisions of the Code and any limitations
in the articles of incorporation and these bylaws relating to actions required
to be approved by the shareholders or by the outstanding shares, the business
and affairs of the corporation shall be managed and all corporate powers shall
be exercised by or under the direction of the board. The board may delegate the
management of the day-to-day operations of the business of the corporation to a
management company or other person provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the board. Without prejudice to such general powers,
but subject to the same limitations, it is hereby expressly declared that the
board shall have the following powers in addition to the other powers enumerated
in these bylaws:

         (a) to select and remove all the other officers, agents and employees
         of the corporation, prescribe any qualifications, powers and duties for
         them that are consistent with law, the articles of incorporation or
         these bylaws, fix their compensation, and require from them security
         for faithful service;

(b)     to conduct, manage and control the affairs and business of the
        corporation and to make such rules and regulations therefor not
        inconsistent with law, the articles of incorporation or these bylaws, as
        they may deem best;

(c)     to adopt, make and use a corporate seal, to prescribe the forms of
        certificates of stock, and to alter

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        the form of such seal and of such certificates from time to time as in
        their judgment they may deem best;

(d)     to authorize the issuance of shares of stock of the corporation from
        time to time, upon such terms and for such consideration as may be
        lawful;

(e)     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 and capital notes, bonds, debentures, deeds
        of trust, mortgages, pledges, hypothecations or other evidences of debt
        and securities therefor and any agreements pertaining thereto;

(f)     to prescribe the manner in which and the person or persons by whom any
        or all of the checks, drafts, notes, contracts and other corporate
        instruments shall be executed;

(g)     to appoint and designate, by resolution adopted by a majority of the
        authorized number of directors, one or more committees, each consisting
        of two or more directors, including the appointment of alternate members
        of any committee who may replace any absent member at any meeting of the
        committee; and

(h)     generally, to do and perform every act or thing whatever that may
        pertain to or be authorized by the board of directors of a corporation
        incorporated under the laws of this state.

SECTION 3.2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
directors of the corporation shall not be less than seven (7) nor more than
thirteen (13) until changed by an amendment of the articles of incorporation or
by a bylaw amending this Section 3.2 duly adopted by the vote or written consent
of holders of a majority of the outstanding shares entitled to vote. The exact
number within said range shall be fixed by amendment to this Section 3.2 of
these by-laws adopted by the board of directors and unless and until so amended
the exact number of directors is hereby fixed at eleven (11).

SECTION 3.3. NOMINATIONS OF DIRECTORS. Nominations for election of members of
the board may be made by the board or by any holder of any outstanding class of
capital stock of the corporation entitled to vote for the election of directors.
Notice of intention to make any nominations (other than for persons named in the
notice of the meeting called for the election of directors) shall be made in
writing and shall be delivered or mailed to the president of the corporation by
the later of: (i) the close of business twenty-one (21) days prior to any
meeting of shareholders called for the election of directors; or (ii) ten (10)
days after the date of mailing of notice of the meeting to shareholders. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the number of shares of
capital stock of the corporation owned by each proposed nominee; (d) the name
and residence address of the notifying shareholder; (e) the number of shares of
capital stock of the corporation owned by the notifying shareholder; (f) the
number of shares of capital stock of any bank, bank holding company, savings and
loan association or other depository institution owned beneficially by the
nominee or by the notifying shareholder and the identities and locations of any
such institutions; and (g) whether the proposed nominee has ever been convicted
of or pleaded nolo contendere to any criminal offense involving dishonesty or
breach of trust, filed a petition in bankruptcy or been adjudged bankrupt. The
notification shall be signed by the nominating shareholder and by each nominee,
and shall be accompanied by a written consent to be named as a nominee for
election as a director from each proposed nominee. Nominations not made in
accordance with these procedures shall be disregarded by the chairperson of the
meeting, and upon his or her instructions, the inspectors of election shall
disregard all votes cast for each such nominee. The foregoing requirements do
not apply to the nomination of a person to replace a proposed nominee who has
become unable to serve as a director between the last day for giving notice in
accordance with this paragraph and the date of election of directors if the
procedure called for in this paragraph was followed with respect to the
nomination of the proposed nominee.

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A copy of the preceding paragraph shall be set forth in the notice to
shareholders of any meeting at which directors are to be elected.

SECTION 3.4. ELECTION AND TERM OF OFFICE. The directors shall be elected at each
annual meeting of shareholders, but if any annual meeting is not held or the
directors are not elected thereat, the directors may be elected at any special
meeting of shareholders held for that purpose. Each director shall hold office
until the next annual meeting and until a successor has been elected and
qualified.

SECTION 3.5. VACANCIES. Vacancies on the board, 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 the next annual meeting and until
such director's successor has been elected and qualified. A vacancy on the board
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 by the written consent of the holders of all of
the outstanding shares.

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 other than to fill a vacancy created by removal requires the consent of
a majority of the outstanding shares entitled to vote.

Any director may resign effective upon giving written notice to the chairperson
of the board, the president, secretary, or the board, unless the notice
specifies a later time for the effectiveness of such resignation. If the board
accepts the resignation of a director tendered to take effect at a future time,
the board or the shareholders shall have power to elect a successor to take
office when the resignation is to become effective.

A vacancy or vacancies on the board shall be deemed to exist in case of the
death, resignation or removal of any director, or if the authorized number of
directors is 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.

The board may declare vacant the office of a director who has been declared of
unsound mind by an order of court or convicted of a felony.

No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of the director's term of office.

SECTION 3.6. PLACE OF MEETINGS. Regular or special meetings of the board shall
be held at any place within or outside the state of California which has been
designated in the notice of meeting or if there is no notice, at the principal
executive office of the corporation, or at a place designated by resolution of
the board or by the written consent of the board. Any regular or special meeting
is valid wherever held if held upon written consent of all members of the board
given either before or after the meeting and filed with the secretary of the
corporation.

SECTION 3.7. REGULAR MEETINGS. Immediately following each annual meeting of
shareholders, the board shall hold a regular meeting for the purpose of
organization, any desired election of officers and the transaction of other
business. Notice of this meeting shall not be required.

Other regular meetings of the board shall be held without notice either on the
Tuesday immediately before the second Wednesday of each month at the hour of
4:00 p.m., or at such different date and time as the board may from time to time
fix by resolution; provided, however, should said day fall upon a legal holiday
observed by the corporation at its principal executive office, then said meeting
shall be held at the same time and place

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on the next succeeding full business day of the corporation. Call and notice
of all regular meetings of the board are hereby dispensed with.

SECTION 3.8. SPECIAL MEETINGS. Special meetings of the board for any purpose or
purposes may be called at any time by the chairperson of the board, the
president, any vice president, the secretary or by any two directors.

Special meetings of the board shall be held upon four days' written notice by
mail or 48 hours, notice delivered personally or by telephone, telegraph, telex
or other similar means of communication. Any such notice shall be addressed or
delivered to each director at the director's address as shown upon the records
of the corporation or as given to the corporation by the director for purposes
of notice or, if such address is not shown on such records or is not readily
ascertainable, at the place in which the meetings of the directors are regularly
held. Such notice may, but need not, specify the purpose of the meeting, or the
place if the meeting is to be held at the principal executive office of the
corporation.

Notice by mail shall be deemed to have been given at the time a written notice
is deposited in the United States mails, postage prepaid. Any other written
notice shall be deemed to have been given at the time it is personally delivered
to the recipient or is delivered to a common carrier for transmission, or
actually transmitted by the person giving the notice by electronic means or by
facsimile transmission, to the recipient. Oral notice shall be deemed to have
been given at the time it is communicated, in person or by telephone or
wireless, to the recipient or to a person at the office of the recipient whom
the person giving the notice has reason to believe will promptly communicate it
to the recipient.

SECTION 3.9. QUORUM. A majority of the authorized number of directors
constitutes a quorum of the board for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the board, unless a greater number be
required by the articles of incorporation and subject to the provisions of
Section 310 of the Code (as to approval of contracts or transactions in which a
director has a direct or indirect material financial interest) and Section
317(e) of the Code (as to indemnification of directors). A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of directors, if any action taken is approved by at least a
majority of the required quorum for such meeting.

SECTION 3.10. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the
board may participate in a meeting through use of a conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another. Participation in a meeting pursuant to this
Section 3.10 constitutes presence in person at such meeting.

SECTION 3.11. WAIVER OF NOTICE. Notice of a meeting need not be given to any
director who signs a waiver of notice or a consent to holding the meeting or an
approval of the minutes of the meeting, whether before or after the meeting, or
who attends the meeting without protesting, before the meeting or at its
commencement, the lack of notice to such director. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

SECTION 3.12. ADJOURNMENT. A majority of the directors present, whether or not a
quorum is present, may adjourn any directors, meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need not be given,
unless the meeting is adjourned for more than twenty-four hours, in which case
notice of the time and place shall be given before the time of the adjourned
meeting to the directors who were not present at the time of the adjournment.

SECTION 3.13. ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the board may

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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.
Such action by written consent shall have the same effect as a unanimous vote
of the board.

SECTION 3.14. 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 the board. This Section 3.14
shall not be construed to preclude any director from serving the corporation in
any other capacity as an officer, agent, employee or otherwise, and receiving
compensation for those services.

SECTION 3.15. RIGHTS OF INSPECTION. Every director of the corporation 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 and also of its subsidiary corporations, domestic or foreign.
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 3.16. REMOVAL OF DIRECTOR WITHOUT CAUSE. Any or all of the directors of
the corporation may be removed without cause if the removal is approved by the
outstanding shares, subject to the following:

(a)    Except if the corporation has a classified board, no director may be
       removed (unless the entire board is removed) when the votes cast against
       removal, or not consenting in writing to the removal, would be sufficient
       to elect the director if voted cumulatively at an election at which the
       same total number of votes were cast (or, if the action is taken by
       written consent, all shares entitled to vote were voted) and the entire
       number of directors authorized at the time of the director's most recent
       election were then being elected.

(b)    When by the provisions of the articles the holders of the shares of any
       class or series, voting as a class or series, are entitled to elect one
       or more directors, any director so elected may be removed only by the
       applicable vote of the holders of the shares of that class or series.

(c)    When the corporation has a classified board, a director may not be
       removed if the votes cast against removal of the director, or not
       consenting in writing to the removal, would be sufficient to elect the
       director if voted cumulatively (without regard to whether shares may
       otherwise be voted cumulatively) at an election at which the same total
       number of votes were cast (or, if the action is taken by written consent,
       all shares entitled to vote were voted) and either the number of
       directors elected at the most recent annual meeting of shareholders, or
       if greater, the number of directors for whom removal is being sought,
       were then being elected.

SECTION 3.17. REMOVAL OF DIRECTORS BY SHAREHOLDER'S SUIT. The superior court of
the proper county may, at the suit of the shareholders holding at least 10
percent of the number of outstanding shares of any class, remove from office any
director in case of fraudulent or dishonest acts or gross abuse of authority or
discretion with reference to the corporation and may bar from reelection any
director so removed for a period prescribed by the court. The corporation shall
be made a party to such action.

                                   ARTICLE IV

                                    OFFICERS

SECTION 4.1. 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, a chairperson of the board, a vice chairperson
of the board, one or more vice presidents, one or more assistant secretaries,
one or more

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assistant financial officers and such other officers as may be elected or
appointed in accordance with the provisions of Section 4.3 of this Article
IV. One person may hold two or more offices, except those of president and
secretary.

SECTION 4.2. APPOINTMENT. The officers of the corporation, except such officers
as may be appointed in accordance with the provisions of Section 4.3 or Section
4.5 of this Article IV, shall be chosen by, and shall serve at the pleasure of,
the board, and shall hold their respective offices until their resignation,
removal or other disqualification from service, or until their respective
successors shall be appointed, subject to the rights, if any, of an officer
under any contract of employment.

SECTION 4.3. SUBORDINATE OFFICERS. The board may appoint, or may empower the
president to appoint, such other officers as the business of the corporation may
require, each to hold office for such period, have such authority and perform
such duties as are provided in these bylaws or as the board may from time to
time determine.

SECTION 4.4. REMOVAL AND RESIGNATION. Subject to the rights, if any, of an
officer under any contract of employment, any officer may be removed, either
with or without cause, by the board at any time, or, except in the case of an
officer chosen by the board, by any officer upon whom such power of removal may
be conferred by the board.

Any officer may resign at any time by giving written notice to the corporation
without prejudice 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 the receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

SECTION 4.5. 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 appointment to such office.

SECTION 4.6. CHAIRPERSON. The chairperson of the board, if there shall be such
an officer, shall, if present, preside at all meetings of the board and exercise
and perform such other powers and duties as may be assigned from time to time by
the board.

SECTION 4.7. VICE CHAIRPERSON. The vice chairperson of the board, if there shall
be such an officer, shall, in the absence of the chairperson of the board,
preside at all meetings of the board and exercise and perform such other powers
and duties as may be assigned from time to time by the board.

SECTION 4.8. PRESIDENT. Subject to such powers, if any, as may be given by the
board to the chairperson of the board, if there shall be such an officer, the
president is the general manager and chief executive officer of the corporation
and has, subject to the control of the board, 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 both the
chairperson of the board and the vice chairperson, or if there be none, at all
meetings of the board. The president has the general powers and duties of
management usually vested in the office of president and chief executive officer
of a corporation and such other powers and duties as may be prescribed by the
board.

SECTION 4.9. VICE PRESIDENT. In the absence or disability of the president, the
vice presidents in order of their rank as fixed by the board or, if not ranked,
the vice president designated by the board, shall perform all the duties of the
president and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the president. The vice presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the bylaws, the board, the president

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<PAGE>

or the chairperson of the board.

SECTION 4.10. SECRETARY. The secretary shall keep or cause to be kept, at the
principal executive office or such other place as the board may order, a book of
minutes of all meetings of shareholders, the board and its committees, with the
time and place of holding, whether regular or special, and, if special, how
authorized, the notice or waivers of notice thereof given, the names of those
present at the board and committee meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, a copy of the bylaws of the
corporation at the principal executive office or business office in accordance
with Section 213 of the Code. The secretary shall keep, or cause to be kept, at
the principal executive office or at the office of the corporation's transfer
agent or registrar, if one is appointed, a record of its shareholders, or a
duplicate record of its shareholders, giving the names and addresses of all
shareholders and the number and class of shares held by each.

The secretary shall give, or cause to be given, notice of all the meetings of
the shareholders, of the board and of any committees thereof required by these
bylaws or by law to be given, 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.

SECTION 4.11. ASSISTANT SECRETARY. The assistant secretary or the assistant
secretaries, in the order of their seniority, shall, in the absence or
disability of the secretary, or in the event of such officer's refusal to act,
perform the duties and exercise the powers of the secretary and shall have such
additional powers and discharge such duties as may be assigned from time to time
by the president or by the board.

SECTION 4.12. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep
and maintain, or cause to be kept and maintained, adequate and correct books and
records of the properties and financial and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings and shares, and shall
send or cause to be sent to the shareholders of the corporation such financial
statements and reports that by law or these bylaws are required to be sent to
them. The books of account shall at all times be open to inspection by any
director of the corporation.

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. The chief financial officer shall disburse the funds of
the corporation as may be ordered by the board, shall render to the president
and directors, whenever they request it, an account of all transactions engaged
in 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.

SECTION 4.13. ASSISTANT FINANCIAL OFFICER. The assistant financial officer or
the assistant financial officers, in the order of their seniority, shall, in the
absence or disability of the chief financial officer, or in the event of such
officer's refusal to act, perform the duties and exercise the powers of the
chief financial officer, and shall have such additional powers and discharge
such duties as may be assigned from time to time by the president or by the
board.

SECTION 4.14. SALARIES. The salaries of the officers shall be fixed from time to
time by the board and no officer shall be prevented from receiving such salary
by reason of the fact that such officer is also a director of the corporation.

SECTION 4.15. OFFICERS HOLDING MORE THAN ONE OFFICE. Any two or more offices,
except those of president and secretary, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity.

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SECTION 4.16. INABILITY TO ACT. In the case of absence or inability to act of
any officer of the corporation and of any person herein authorized to act in his
or her place, the board may from time to time delegate the powers or duties of
such officer to any other officer, or any director or other person whom it may
select.

                                    ARTICLE V

                                 INDEMNIFICATION

SECTION 5.1. DEFINITIONS. For use in this Article V, certain terms are defined
as follows:

(a)      "Agent": A director, officer, employee or agent of the corporation or a
         person who is or was serving at the request of the corporation as a
         director, officer, employee or agent of another foreign or domestic
         corporation, partnership, joint venture, trust, or other enterprise
         (including service with respect to employee benefit plans and service
         on creditors, committees with respect to any proceeding under the
         Bankruptcy Code, assignment for the benefit of creditors or other
         liquidation of assets of a debtor of the corporation), or a person who
         was a director, officer, employee or agent of a foreign or domestic
         corporation which was a predecessor corporation of the corporation or
         of another enterprise at the request of the predecessor corporation.

(b)      "Loss": All expenses, liabilities, and losses including attorneys,
         fees, judgments, fines, ERISA excise taxes and penalties, amounts paid
         or to be paid in settlement, any interest, assessments, or other
         charges imposed thereon, and any federal, state, local, or foreign
         taxes imposed on any Agent as a result of the actual or deemed receipt
         of any payments under this Article.

(c)      "Proceeding": Any threatened, pending or completed action, suit or
         proceeding including any and all appeals, whether civil, criminal,
         administrative or investigative.

SECTION 5.2. RIGHT TO INDEMNIFICATION. Each person who was or is a party or is
threatened to be made a party to or is involved (as a party, witness or
otherwise) in any 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 an Agent, is entitled
to indemnification. Agent shall be indemnified and held harmless by the
corporation to the fullest extent authorized by law. The right to
indemnification conferred in this Article V shall be a contract right. It is the
corporation's intention that these bylaws provide indemnification in excess of
that expressly permitted by Section 317 of the Code, as authorized by the
corporation's articles of incorporation.

SECTION 5.3. AUTHORITY TO ADVANCE EXPENSES. The right to indemnification
provided in Section 5.2 of these bylaws shall include the right to be paid, in
advance of a Proceeding's final disposition, expenses incurred in defending that
Proceeding, PROVIDED, HOWEVER, that if required by the California General
Corporation Law, as amended, the payment of expenses in advance of the final
disposition of the Proceeding shall be made only upon delivery to the
corporation of an undertaking by or on behalf of the Agent to repay such amount
if it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized under this Article V or otherwise.
The Agent's obligation to reimburse the corporation for advances shall be
unsecured and no interest shall be charged thereon.

SECTION 5.4. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 5.2 or
5.3 of these bylaws is not paid in full by the corporation within thirty (30)
days after a written claim has 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 and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expenses (including attorneys' fees) of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending a
Proceeding in advance of its

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<PAGE>

final disposition) that the claimant has not met the standards of conduct
that make it permissible under the California General Corporation Law for the
corporation to indemnify the claimant for the amount claimed. The burden of
proving such a defense shall be on the corporation. 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 the indemnification of the claimant is proper under the
circumstances because he or she has met the applicable standard of conduct
set forth in the California General Corporation Law, nor an actual determination
by the corporation (including its board of directors, independent legal counsel,
or its shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that claimant
has not already met the applicable standard of conduct.

SECTION 5.5. PROVISIONS NONEXCLUSIVE. The rights conferred on any person by this
Article V shall not be exclusive of any other rights that such person may have
or hereafter acquire under any statute, provision of the articles of
incorporation, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office. To the extent that any provision of the
articles of incorporation, agreement, or vote of the shareholders or
disinterested directors is inconsistent with these bylaws, the provision,
agreement, or vote shall take precedence.

SECTION 5.6. AUTHORITY TO INSURE. The corporation may purchase and maintain
insurance to protect itself and any Agent against any Loss asserted against or
incurred by such person, whether or not the corporation would have the power to
indemnify the Agent against such Loss under applicable law or the provisions of
this Article V. If the corporation owns all or a portion of the shares of the
company issuing the insurance policy, the company and/or the policy must meet
one of the two sets of conditions set forth in Section 317 of the Code.

SECTION 5.7. SURVIVAL OF RIGHTS. The rights provided by this Article V shall
continue as to a person who has ceased to be an Agent and shall inure to the
benefit of the heirs, executors, and administrators of such person.

SECTION 5.8. SETTLEMENT OF CLAIMS. The corporation shall not be liable to
indemnify any Agent under this Article V: (a) for any amounts paid in settlement
of any action or claim effected without the corporation's written consent, which
consent shall not be unreasonably withheld; or (b) for any judicial award, if
the corporation was not given a reasonable and timely opportunity, at its
expense, to participate in the defense of such action.

SECTION 5.9. EFFECT OF AMENDMENT. Any amendment, repeal or modification of this
Article V shall not adversely affect any right or protection of any Agent
existing at the time of such amendment, repeal or modification.

SECTION 5.10. SUBROGATION. Upon payment under this Article V, the corporation
shall be subrogated to the extent of such payment to all of the rights of
recovery of the Agent, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the corporation effectively to bring suit
to enforce such rights.

SECTION 5.11. NO DUPLICATION OF PAYMENTS. The corporation shall not be liable
under this Article V to make any payment in connection with any claim made
against the Agent to the extent the Agent has otherwise actually received
payment (under any insurance policy, agreement, vote or otherwise) of the
amounts otherwise indemnifiable hereunder.

                                   ARTICLE VI

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<PAGE>

                                OTHER PROVISIONS

  SECTION 6.1.      INSPECTION OF CORPORATE RECORDS.

  (a)    A shareholder or shareholders of the corporation 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 the outstanding
         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 an absolute right to do either
         or both of the following:

         (i)      inspect and copy the record of shareholders, names and
                  addresses and shareholdings during usual business hours upon
                  five business days, prior written demand upon the corporation;
                  or

         (ii)     obtain from the transfer agent, if any, for the corporation,
                  upon written demand and upon the tender of its usual charges
                  for such a list (the amount of which charges shall be stated
                  to the shareholder by the transfer agent upon request), 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 specified by the shareholder subsequent to the
                  date of demand. The corporation shall have a responsibility to
                  cause the transfer agent to comply with this Section 6.1;

  (b)    The record of shareholders shall also be open to inspection and copying
         by any shareholder or holder of a voting trust certificate at any time
         during usual business hours upon written demand on the corporation, for
         a purpose reasonably related to such holder's interest as a shareholder
         or holder of a voting trust certificate. A written demand for such
         inspection shall be accompanied by a statement in reasonable detail of
         the purpose of the inspection.

         (c)      The accounting books and records and minutes of proceedings of
                  the shareholders and the board and committees of the board
                  shall be open to inspection upon written demand on the
                  corporation by any shareholder or holder of a voting trust
                  certificate at any reasonable time during usual business
                  hours, for a purpose reasonably related to such holder's
                  interest as a shareholder or as a holder of such voting trust
                  certificate. The right of inspection created by this Section
                  6.1(c) shall extend to the records of each subsidiary of the
                  corporation. A written demand for such inspection shall be
                  accompanied by a statement in reasonable detail of the purpose
                  of the inspection.

         (d)      Any inspection and copying under this Section 6.1 may be made
                  in person or by agent or attorney.

SECTION 6.2. INSPECTION OF BYLAWS. The corporation shall keep at its principal
executive office in California the original or a copy of these bylaws as amended
to date, which shall be open to inspection by shareholders at all reasonable
times during office hours.

SECTION 6.3. EXECUTION OF DOCUMENTS, CONTRACTS. Subject to the provisions of
applicable law, any note, mortgage, evidence of indebtedness, contract, share
certificate, initial transaction statement or written statement, conveyance or
other instrument in writing and any assignment or endorsement thereof executed
or entered into between the corporation and any other person, when signed by the
chairperson of the board, the president or any vice president and the secretary,
any assistant secretary, the chief financial officer or any assistant financial
officer of the corporation, or when stamped with a facsimile signature of such
appropriate officers in the case of share certificates, shall be valid and
binding upon the corporation in the absence of actual knowledge on the part of
the other person that the signing officers did not have authority to execute

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<PAGE>

the same. Any such instruments may be signed by any other person or persons and
in such manner as from time to time shall be determined by the board, and unless
so authorized by the board, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or amount.

SECTION 6.4. CERTIFICATES OF STOCK. Every holder of shares of the corporation
shall be entitled to have a certificate signed in the name of the corporation by
the chairperson or the vice chairperson of the board or the president or a vice
president and by the, secretary or an assistant secretary or the chief financial
officer or an assistant financial officer, certifying the number of shares and
the class or series of shares owned by the shareholder. The signatures on the
certificates may be facsimile signatures. If any officer, transfer agent or
registrar who has signed a certificate or whose facsimile signature has been
placed upon the certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may 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.

Except as provided in this Section 6.4, 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. The board may, however, in case any certificate for
shares is alleged to have been lost, stolen or destroyed, authorize the issuance
of a new certificate in lieu thereof, and the corporation may require that the
corporation be given a bond or other adequate security sufficient to indemnify
it against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft or destruction of such
certificate or the issuance of such new certificate.

Prior to the due presentment for registration of transfer in the stock transfer
book of the corporation, the registered owner shall be treated as the person
exclusively entitled to vote, to receive notifications and otherwise to exercise
all the rights and powers of an owner, except as expressly provided otherwise by
the laws of the state of California.

SECTION 6.5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The president or
any other officer or officers authorized by the board or the president are each
authorized to vote, represent and exercise on behalf of the corporation all
rights incident to any and all shares or other securities of any other
corporation or corporations standing in the name of the corporation. The
authority herein granted may be exercised either by any such officer in person
or by any other person authorized to do so by proxy or power of attorney duly
executed by said officer.

SECTION 6.6. SEAL. The corporate seal of the corporation shall consist of two
concentric circles, between which shall be the name of the corporation, and in
the center shall be inscribed the word "Incorporated" and the date of its
incorporation.

SECTION 6.7. FISCAL YEAR. The fiscal year of the corporation shall begin on the
first day of January and end on the 31st day of December of each year.

SECTION 6.8. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the Code and the California General Corporation Law shall govern
the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a, natural
person.

SECTION 6.9. BYLAW PROVISIONS CONTRARY TO OR INCONSISTENT WITH PROVISIONS OF
LAW. Any article, section, subsection, subdivision, sentence, clause or phrase
of these bylaws which, upon being construed in the manner provided in this
Section 6.9. shall be contrary to or inconsistent with any applicable provision
of the Code or other applicable laws of the State of California or of the United
States shall not apply so long

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<PAGE>

as said provisions of law shall remain in effect, but such result shall not
affect the validity or applicability of any other portions of these bylaws,
it being hereby declared that these bylaws would have been adopted and each
article, section, subsection, subdivision, sentence, clause or phrase thereof,
irrespective of the fact that any one or more articles, sections, subsections,
subdivisions, sentences, clauses or phrases is or are illegal.

                                   ARTICLE VII

                                   AMENDMENTS

SECTION 7.1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these
bylaws may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however, that if
the articles of incorporation of the corporation set forth the number of
authorized directors of the corporation, the authorized number of directors may
be changed only by an amendment of the articles of incorporation and provided
also that a bylaw reducing the fixed number or the minimum number of directors
to a number less than five cannot be adopted if the votes cast against adoption
at a meeting, or the shares not consenting in the case of action by written
consent, are equal to more than 16 2/3 percent of the outstanding shares
entitled to vote.

SECTION 7.2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders
as provided in Section 7.1 of this Article VII, bylaws, other than a bylaw
specifying or changing a fixed number of directors or the maximum or minimum
number or changing from a fixed to a variable board or vice versa, may be
adopted, amended or repealed by the board.

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