**Exhibit 3.1**

Bylaws ofRegistrant

**BYLAWSfor the regulation, exceptas otherwise provided by statute orits Articles of Incorporation,ofAMERICAN STATES WATER COMPANY(a California corporation)**

ARTICLE I. Offices.

Section 1.  PRINCIPALEXECUTIVE OFFICE.  The corporation’sprincipal executive office shall be fixed and located at such place as theBoard of Directors (herein called the “Board”) shall determine.  The Board is granted full power and authorityto change said principal executive office from one location to another.

Section 2.  OTHEROFFICES.  Branch or subordinate officesmay be established at any time by the Board at any place or places.

ARTICLE II. Shareholders.

Section 1.  PLACE OFMEETINGS.  Meetings of shareholders shallbe held either at the principal executive office of the corporation or at anyother place within or without the State of California which may be designatedeither by the Board or by the written consent of all persons entitled to votethereat given either before or after the meeting and filed with the Secretary.

Section 2.  SPECIALMEETINGS.  Special meetings of theshareholders may be called at any time by the Board, the Chairman of the Board,the President or by the holders of shares entitled to cast not less than tenpercent of the votes at such meeting. Upon request in writing to the Chairman of the Board, the President, anyVice President or the Secretary by any person (other than the Board) entitledto call a special meeting of shareholders, the officer forthwith shall causenotice to be given to the shareholders entitled to vote that a meeting will beheld at a time requested by the person or persons calling the meeting, not lessthan thirty-five nor more than sixty days after the receipt of the request.  Such request shall be made in accordance withapplicable law and these Bylaws.  If thenotice is not given within twenty days after receipt of the request, thepersons entitled to call the meeting may give the notice.

Section 3.  ANNUALMEETINGS.  The annual meetings of shareholdersshall be held on such date and at such time as may be fixed by the Board.  At such meetings, directors shall be electedand any other proper business may be transacted in accordance with applicablelaw and these Bylaws.

Section 4.  NOTICE OF ANNUALOR SPECIAL MEETINGS.  Written notice ofeach annual or special meeting of shareholders shall be given not less than tennor more than sixty days before the date of the meeting to each shareholderentitled to vote thereat.  Such notice

----

shall state the place, date and hour of the meetingand (i) in the case of a special meeting, the general nature of the business tobe transacted, and no other business may be transacted, or (ii) in the case ofthe annual meeting, those matters which the Board, at the time of the mailingof the notice, intends to present for action by the shareholders, but, subjectto the provisions of applicable law and these Bylaws, any proper matter may bepresented at the meeting for such action. The notice of any meeting at which directors are to be elected shallinclude the names of nominees intended at the time of the notice to bepresented by management for election.

Notice of a shareholders’meeting shall be given either personally or by mail or by other means ofwritten communication, addressed to the shareholder at the address of suchshareholder appearing on the books of the corporation or given by theshareholder to the corporation for the purpose of notice, or, if no suchaddress appears or is given, at the place where the principal executive officeof the corporation is located or by publication at least once in a newspaper ofgeneral circulation in the county in which the principal executive office islocated.  Notice by mail shall be deemedto have been given at the time a written notice is deposited in the UnitedStates mails, postage prepaid.  Any otherwritten notice shall be deemed to have been given at the time it is personallydelivered to the recipient or is delivered to a common carrier fortransmission, or actually transmitted by the person giving the notice byelectronic means, to the recipient.

Section 5.  QUORUM.  A majority of the shares entitled to vote,represented in person or by proxy, shall constitute a quorum at any meeting ofshareholders.  If a quorum is present,the affirmative vote of a majority of the shares represented and voting at themeeting (which shares voting affirmatively also constitute at least a majorityof the required quorum) shall be the act of the shareholders, unless the voteof a greater number or voting by classes is required by law or by the Articles,except as provided in the following sentence. The shareholders present at a duly called or held meeting at which aquorum is present may continue to do business until adjournment, notwithstandingthe withdrawal of enough shareholders to leave less than a quorum, if anyaction taken (other than adjournment) is approved by at least a majority of theshares required to constitute a quorum.

Section 6.  ADJOURNEDMEETINGS AND NOTICE THEREOF.  Anyshareholders’ meeting, whether or not a quorum is present, may be adjournedfrom time to time by the vote of shareholders entitled to exercise a majorityof the voting power represented either in person or by proxy, but in theabsence of a quorum (except as provided in Section 5 of this Article) no otherbusiness may be transacted at such meeting.

It shall not be necessaryto give any notice of the time and place of the adjourned meeting or of thebusiness to be transacted thereat, other than by announcement at the meeting atwhich such adjournment is taken; provided, however, when any shareholders’meeting is adjourned for more than forty-five days or, if after adjournment anew record date is fixed for the adjourned meeting, notice of the adjourned meetingshall be given as in the case of an original meeting.

Section 7.  VOTING.  The shareholders entitled to notice of anymeeting or to vote at such meeting shall be only persons in whose name sharesstand on the stock records of the corporation on the record date determined inaccordance with Section 8 of this Article.

Subject to the followingsentence and to the provisions of Section 708 of the California GeneralCorporation Law, every shareholder entitled to vote at any election ofdirectors may cumulate such shareholder’s votes and give one candidate a numberof votes equal to the number of directors to be elected multiplied by thenumber of votes to which the shareholder’s shares are entitled, or distributethe shareholder’s votes on the same principle

2

----

among as many candidates as the shareholder thinksfit.  No shareholder shall be entitled tocumulate votes for any candidate or candidates pursuant to the precedingsentence unless such candidate or candidates’ names have been placed innomination prior to the voting and the shareholder has given notice at themeeting prior to the voting of the shareholder’s intention to cumulate theshareholder’s votes.  If any oneshareholder has given such notice, all shareholders may cumulate their votesfor candidates in nomination.

Elections need not be byballot; provided, however, that all elections for directors must be by ballotupon demand made by a shareholder at the meeting and before the voting begins.

In any election ofdirectors, the candidates receiving the highest number of votes of the sharesentitled to be voted for them up to the number of directors to be elected bysuch shares are elected.

Voting shall in all casesbe subject to the provisions of Chapter 7 of the California General CorporationLaw, and to the following provisions:

(a)           Subject to clause (g), shares held byan administrator, executor, guardian, conservator or custodian may be voted bysuch holder either in person or by proxy, without a transfer of such sharesinto the holder’s name; and shares standing in the name of a trustee may bevoted by the trustee, either in person or by proxy, but no trustee shall beentitled to vote shares held by such trustee without a transfer of such sharesinto the trustee’s name.

(b)           Shares standing in the name of areceiver may be voted by such receiver, and shares held by or under the controlof a receiver may be voted by such receiver without the transfer thereof intothe receiver’s name if authority to do so is contained in the order of thecourt by which such receiver was appointed.

(c)           Subject to the provisions of Section705 of the California General Corporation Law and except where otherwise agreedin writing between the parties, a shareholder whose shares are pledged shall beentitled to vote such shares until the shares have been transferred into thename of the pledgee, and thereafter the pledgee shall be entitled to vote theshares so transferred.

(d)           Shares standing in the name of aminor may be voted and the corporation may treat all rights incident thereto asexercisable by the minor, in person or by proxy, whether or not the corporationhas notice, actual or constructive, of the nonage, unless a guardian of theminor’s property has been appointed and written notice of such appointmentgiven to the corporation.

(e)           Shares outstanding in the name ofanother corporation, domestic or foreign, may be voted by such officer, agentor proxyholder as the bylaws of such other corporation may prescribe or, in theabsence of such provision, as the board of directors of such other corporationmay determine or, in the absence of such determination, by the chairman of theboard, president or any vice president of such other corporation, or by anyother person authorized to do so by the chairman of the board, president or anyvice president of such other corporation. Shares which are purported to be voted or any proxy purported to beexecuted in the name of a corporation (whether or not any title of the personsigning is indicated) shall be presumed to be voted or the proxy executed inaccordance with the provisions of this clause, unless the contrary is shown.

3

----

(f)            Shares of the corporation owned by any subsidiary shallnot be entitled to vote on any matter.

(g)           Shares held by the corporation in afiduciary capacity, and shares of the issuing corporation held in a fiduciarycapacity by any subsidiary, shall not be entitled to vote on any matter, exceptto the extent that the settlor or beneficial owner possesses and exercises aright to vote or to give the corporation binding instructions as to how to votesuch shares.

(h)           If shares stand of record in thenames of two or more persons, whether fiduciaries, members of a partnership,joint tenants, tenants in common, husband and wife as community property,tenants by the entirety, voting trustees, persons entitled to vote under ashareholder voting agreement or otherwise, or if two or more persons (includingproxyholders) have the same fiduciary relationship respecting the same shares,unless the Secretary of the corporation is given written notice to the contraryand is furnished with a copy of the instrument or order appointing them orcreating the relationship wherein it is so provided, their acts with respect tovoting shall have the following effect:

(i)                                     Ifonly one votes, such act binds all;

(ii)                                  Ifmore than one vote, the act of the majority so voting binds all;

(iii)                               Ifmore than one vote, but the vote is evenly split on any particular matter eachfaction may vote the securities in question proportionately.

If the instrumentis so filed or the registration of the shares shows that any such tenancy isheld in unequal interests, a majority or even split for the purpose of thisSection shall be a majority or even split in interest.

Section 8.  RECORDDATE.  The Board may fix, in advance, arecord date for the determination of the shareholders entitled to notice of anymeeting or to vote or entitled to receive payment of any dividend or otherdistribution, or any allotment of rights, or to exercise rights in respect of anyother lawful action.  The record date sofixed shall be not more than sixty days nor less than ten days prior to thedate of the meeting nor more than sixty days prior to any other action.  When a record date is so fixed, onlyshareholders of record on that date are entitled to notice of and to vote atthe meeting or to receive the dividend, distribution, or allotment of rights,or to exercise of the rights, as the case may be, notwithstanding any transferof shares on the books of the corporation after the record date.  A determination of shareholders of recordentitled to notice of or to vote at a meeting of shareholders shall apply toany adjournment of the meeting unless the Board fixes a new record date for theadjourned meeting.  The Board shall fix anew record date if the meeting is adjourned for more than forty-fivedays.

If no record date isfixed by the Board, the record date for determining shareholders entitled tonotice of or to vote at a meeting of shareholders shall be at the close of businesson the business day next preceding the day on which notice is given or, ifnotice is waived, at the close of business on the business day next precedingthe day on which the meeting is held. The record date for determining shareholders for any purpose other thanset forth in this Section 8 or Section 10 of this Article shall be at the closeof business on the day on which the Board adopts the resolution relatingthereto, or the sixtieth day prior to the date of such other action, whicheveris later.

Section 9.  CONSENT OFABSENTEES.  The transactions of anymeeting of

4

----

shareholders, however called and noticed, and whereverheld, are as valid as though had at a meeting duly held after regular call andnotice, if a quorum is present either in person or by proxy, and if, eitherbefore or after the meeting, each of the persons entitled to vote, not presentin person or by proxy, signs a written waiver of notice or a consent to theholding of the meeting or an approval of the minutes thereof.  All such waivers, consents or approvals shallbe filed with the corporate records or made a part of the minutes of themeeting.  Attendance of a person at ameeting shall constitute a waiver of notice of and presence at such meeting,except when the person objects, at the beginning of the meeting, to thetransactions of any business because the meeting is not lawfully called orconvened and except that attendance at a meeting is not waiver of any right toobject to the consideration of matters required by the California GeneralCorporation Law to be included in the notice but not so included, if suchobjection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regularor special meeting of shareholders need to be specified in any written waiverof notice, consent to the holding of the meeting or approval of the minutesthereof, except as provided in Section 601(f) of the California GeneralCorporation Law.

Section 10.  ACTION WITHOUTMEETING.  Subject to Section 603 of theCalifornia General Corporation Law, any action which, under any provision ofthe California General Corporation Law, may be taken at any annual or specialmeeting of shareholders, may be taken without a meeting and without priornotice if a consent in writing, setting forth the action so taken, shall besigned by the holders of outstanding shares having not less than the minimumnumber of votes that would be necessary to authorize or take such action at ameeting at which all shares entitled to vote thereon were present andvoted.  Unless a record date for votingpurposes be fixed as provided in Section 8 of this Article, the record date fordetermining shareholders entitled to give consent pursuant to this Section 10,when no prior action by the Board has been taken, shall be the day on which thefirst written consent is given.

Section 11.  PROXIES.  Every person entitled to vote shares has theright to do so either in person or by one or more persons authorized by awritten proxy executed by such shareholder and filed with the Secretary.  Any proxy duly executed is not revoked andcontinues in full force and effect until revoked by the person executing itprior to the vote pursuant thereto by a writing delivered to the corporationstating that the proxy is revoked or by a subsequent proxy executed by theperson executing the prior proxy and presented to the meeting, or by attendanceat the meeting and voting in person by the person executing the proxy;provided, however, that no proxy shall be valid after the expiration of elevenmonths from the date of its execution unless otherwise provided in the proxy.

Section 12.  INSPECTORS OFELECTION.  In advance of any meeting ofshareholders, the Board may appoint inspectors of election to act at suchmeeting and any adjournment thereof.  Ifinspectors of election be not so appointed, or if any persons so appointed failto appear or refuse to act, the chairman of any such meeting may, and on therequest of any shareholder or shareholder’s proxy shall, make such appointmentat the meeting.  The number of inspectorsshall be either one or three.  Ifappointed at a meeting on the request of one or more shareholders or proxies,the majority of shares present shall determine whether one or three inspectorsare to appointed.

The duties of suchinspectors shall be as prescribed by Section 707(b) of the California GeneralCorporation Law and shall include: determining the number of shares outstanding and the voting power ofeach; determining the shares represented at the meeting; determining theexistence of a quorum; determining the authenticity, validity and effect ofproxies; receiving votes, ballots or consents; hearing and determining allchallenges and questions in any way arising in connection with the right tovote; counting and tabulating all votes or consents; determining when the pollsshall close; determining the result; and doing such

5

----

acts as may be proper to conduct the election or votewith fairness to all shareholders.  Ifthere are three inspectors of election, the decision, act or certificate of amajority is effective in all respects as the decision, act or certificate ofall.

Section 13.  CONDUCT OFMEETING.  The Chairman of the Board shallpreside as chairman at all meetings of the shareholders.  The chairman shall conduct each such meetingin a businesslike and fair manner, but shall not be obligated to follow anytechnical, formal or parliamentary rules or principles of procedure.  The chairman’s rulings on procedural mattersshall be conclusive and binding on all shareholders, unless at the time of aruling a request for a vote is made to the shareholders holding shares entitledto vote and which are represented in person or by proxy at the meeting, inwhich case the decision of a majority of such shares shall be conclusive andbinding on all shareholders.  Withoutlimiting the generality of the foregoing, the chairman shall have all of thepowers usually vested in the chairman of a meeting of shareholders.

Section 14.  QUALIFICATIONSOF DIRECTORS.  Only persons who arenominated in accordance with the procedures set forth in these Bylaws shall bequalified to serve as directors. Nominations of persons for election to the Board may be made at ameeting of shareholders (a) by or at the directionof the Board or (b) by any shareholder of thecorporation who is a shareholder of record at the time of giving of noticeprovided for in this Bylaw, who shall be entitled to vote for the election ofdirectors at the meeting and who complies with the notice procedures set forthin this Bylaw.

Nominations byshareholders shall be made pursuant to timely notice in writing to theSecretary.  To be timely as to an annualmeeting, a shareholder’s notice must be received at the principal executiveofficers of the corporation not less than 75 days nor more than 90 days priorto the first anniversary of the preceding year’s annual meeting; provided,however, that if the date of the annual meeting is changed by more than 30 daysfrom such anniversary date, notice by the shareholder to be timely must be soreceived not later than the close of business on the 10th day following theearlier of the day on which notice of the date of the meeting was mailed toshareholders or public disclosure of such date was made.  To be timely as to a special meeting at whichdirectors are to be elected, a shareholder’s notice must be received not laterthan the close of business on the 10th day following the earlier of the day onwhich notice of the date of the meeting was mailed to shareholders or publicdisclosure of such date was made.  Suchshareholder’s notice shall set forth (a) as to each person whom the shareholderproposes to nominate for election or reelection as a director all informationrelating to such person that is required to be disclosed in solicitations ofproxies for election of directors, or is otherwise required, in each casepursuant to Regulation 14A under the Securities Exchange Act of 1934, asamended (including such person’s written consent to being named in the proxystatement as a nominee and to serving as a director if elected); (b) as to theshareholder giving the notice (i) the name and address, as they appear on thecorporation’s books, of such shareholder and (ii) the class and number ofshares of the corporation which are beneficially owned by such shareholder andalso which are owned of record by such shareholder; and (c) as to thebeneficial owner, if any, on whose behalf the nomination is made, (i) the nameand address of such person and (ii) the class and number of shares of thecorporation which are beneficially owned by such person.  At the request of the Board, any personnominated by the Board for election as a director shall furnish to theSecretary that information required to be set forth in the shareholder’s noticeof nomination which pertains to the nominee.

No person shall bequalified to serve as a director of the corporation unless nominated inaccordance with the procedures set forth in this Bylaw.  The Chairman of the meeting shall, if thefacts warrant, determine and declare to the meeting that a nomination was notmade in accordance with the procedures prescribed by these Bylaws, and if theChairman 

6

----

should so determine, that the defective nominationshall be disregarded.  Notwithstandingthe foregoing provisions of this Bylaw, a shareholder shall also comply withall applicable requirements of the Securities Exchange Act of 1934, as amended,and the rules and regulations thereunder with respect to the matters set forthin this Bylaw.

Section 15.  PROPER BUSINESSFOR SHAREHOLDER MEETINGS.  At a meetingof the shareholders, only such business shall be proper as shall be broughtbefore the meeting (a) pursuant to the corporation’s notice of meeting, (b) byor at the direction of the Board or (c) by any shareholder of the corporationwho is a shareholder of record at the time of giving of the notice provided forin this Bylaw, who shall be entitled to vote at such meeting and who complieswith the notice procedures set forth in this Bylaw.

For business to be properlybrought before a meeting by a shareholder pursuant to clause (c) of the firstparagraph of this Bylaw, the shareholder must have given timely notice thereofin writing to the Secretary.  To betimely as to an annual meeting of shareholders, a shareholder’s notice must bereceived at the principal executive offices of the corporation not less than 75days nor more than 90 days prior to the first anniversary of the preceding year’sannual meeting; provided, however, that if the date of the meeting is changedby more than 30 days from such anniversary date, notice by the shareholder tobe timely must be received no later than the close of business on the 10th dayfollowing the earlier of the day on which notice of the date of the meeting wasmailed to shareholders or public disclosure of such date was made.  To be timely as to a special meeting ofshareholders, a shareholder’s notice must be received not later than the callof the meeting by the Board, the Chairman of the Board or the President, or thedate of receipt of a valid request by a person (other than the Board) that thespecial meeting be called.  Suchshareholder’s notice shall set forth as to each matter the shareholder proposesto bring before the meeting (a) a brief description of such matter and thereasons for proposing such matters(s) at the meeting, (b) the name andaddress, as they appear on the corporation’s books, of the shareholderproposing such business, and the name and address of the beneficial owner, ifany, on whose behalf the proposal is made, (c) the class and number of sharesof the corporation which are owned beneficially and of record by suchshareholder of record and by the beneficial owner, if any, on whose behalf theproposal is made and (d) any material interest of such shareholder ofrecord and the beneficial owner, if any, on whose behalf the proposal is madein such proposal.

Notwithstanding anythingin these Bylaws to the contrary, no business shall be proper at a meetingunless brought before it in accordance with the procedures set forth in thisBylaw.  The Chairman of the meetingshall, if the facts warrant, determine and declare to the meeting that businesswas not properly brought before the meeting and in accordance with theprocedures prescribed by these Bylaws, and if the Chairman should so determine,that any such business not properly brought before the meeting shall not betransacted.  Notwithstanding theforegoing provisions of this Bylaw, a shareholder shall also comply with allapplicable requirements of the Securities Exchange Act of 1934, as amended, andthe rules and regulations thereunder with respect to the matters set forth inthis Bylaw.

ARTICLE III. Directors.

Section 1.  POWERS.  Subject to limitations of the Articles, ofthese Bylaws and of the California General Corporation Law relating to actionrequired to be approved by the shareholders or by the outstanding shares, thebusiness and affairs of the corporation shall be managed and all corporatepowers shall be exercised by or under the direction of the Board.  Without prejudice to such general powers, butsubject to the same limitations, it is hereby expressly declared that the Boardshall have the following powers in addition to the other powers enumerated inthese Bylaws:

7

----

(a)           To select and remove all the otherofficers, agents and employees of the corporation, prescribe the powers andduties for them as may not be inconsistent with law, the Articles or theseBylaws, fix their compensation and require from them security for faithfulservice.

(b)           To conduct, manage and control theaffairs and business of the corporation and to make such rules and regulationstherefor not inconsistent with law, the Articles or these Bylaws, as they maydeem best.

(c)           To adopt, make and use a corporateseal, and to prescribe the forms of certificates of stock, and to alter theform of such seal and of such certificates from time to time, as they may deembest.

(d)           To authorize the issuance of sharesof stock of the corporation from time to time, upon such terms and for suchconsideration as may be lawful.

(e)           To borrow money and incurindebtedness for the purposes of the corporation, and to cause to be executedand delivered therefor, in the corporate name, promissory notes, bonds,debentures, deeds of trust, mortgages, pledges, hypothecations or otherevidences of debt and securities therefor.

Section 2.  NUMBER OFDIRECTORS.  The authorized number ofdirectors shall be not less than five nor more than nine until changed byamendment of the Articles or by a Bylaw duly adopted by the shareholdersamending this Section 2.  The exactnumber of directors shall be fixed, within the limits specified, by the Boardfrom time to time in a resolution adopted by a majority of the directors.  The exact number of directors shall be sevenuntil changed as provided in this Section 2.

Section 3.  ELECTION ANDTERM OF OFFICE.  Except as otherwiseprovided in the Articles, the directors shall be elected at each annual meetingof the shareholders, but if any such annual meeting is not held or thedirectors are not elected thereat, the directors may be elected at any specialmeeting of shareholders held for that purpose. Each director shall hold office until the next annual meeting and untila successor has been elected and qualified.

Section 4.  VACANCIES.  Any director may resign effective upon givingwritten notice to the Chairman of the Board, the President, the Secretary orthe Board, unless the notice specifies a later time for the effectiveness ofsuch resignation.  If the resignation iseffective at a future time, a successor may be elected to take office when theresignation becomes effective.

Vacancies in the Board,except those existing as a result of a removal of a director, may be filled bya majority of the remaining directors, though less than a quorum, or by a soleremaining director, and each director so elected shall hold office until thenext annual meeting and until such director’s successor has been elected andqualified.

A vacancy or vacancies inthe Board shall be deemed to exist in case of the death, resignation or removalof any director, or if the authorized number of directors be increased, or ifthe shareholders fail, at any annual or special meeting of shareholders atwhich any director or directors are elected, to elect the full authorizednumber of directors to be voted for at that meeting.

The Board may declarevacant the office of a director who has been declared of unsound mind by anorder of court or convicted of a felony.

8

----

The shareholders, subjectto applicable law and these Bylaws, may elect a director or directors at anytime to fill any vacancy or vacancies not filled by the directors.  Any such election by written consent, other thanto fill a vacancy created by removal, requires the consent of a majority of theoutstanding shares entitled to vote.  Anysuch election by written consent to fill a vacancy created by removal requiresunanimous consent.

No reduction of theauthorized number of directors shall have the effect of removing any directorprior to the expiration of the director’s term of office.

Section 5.  PLACE OFMEETING.  Regular or special meetings ofthe Board shall be held at any place within or without the State of Californiawhich has been designated from time to time by the Board.  In the absence of such designation, regularmeetings shall be held at the principal executive office of the corporation.

Section 6.  REGULARMEETINGS.  Immediately following eachannual meeting of shareholders, the Board shall hold a regular meeting for thepurpose of organization, election of officers and the transaction of otherbusiness.

Other regular meetings ofthe Board shall be held without call on such dates and at such times as may befixed by the Board.  Call and notice ofall regular meetings of the Board are hereby dispensed with.

Section 7.  SPECIALMEETINGS.  Special meetings of the Boardfor any purpose or purposes may be called at any time by the Chairman of theBoard, the President, any Vice President, the Secretary or by any twodirectors.

Special meetings of theBoard shall be held upon four days’ written notice or forty-eight hours’notice given personally or by telephone, telegraph, telex, or other similarmeans of communication.  Any such noticeshall be addressed or delivered to each director at such director’s address asit is shown upon the records of the corporation or as may have been given tothe corporation by the director for purposes of notice or, if such address isnot shown on such records or is not readily ascertainable, at the place inwhich the meetings of the directors are regularly held.

Notice by mail shall bedeemed to have been given at the time a written notice is deposited in theUnited States mails, postage prepaid. Any other written notice shall be deemed to have been given at the timeit is personally delivered to the recipient or is delivered to a common carrierfor transmission, or actually transmitted by the person giving the notice byelectronic means, to the recipient.  Oralnotice shall be deemed to have been given at the time it is communicated, inperson or by telephone or wireless, to the recipient or to a person at theoffice of the recipient who the person giving the notice has reason to believewill promptly communicate it to the recipient.

Section 8.  QUORUM.  A majority of the authorized number ofdirectors constitutes a quorum of the Board for the transaction of business,except to adjourn as provided in Section 11 of this Article.  Every act or decision done or made by a majorityof the directors present at a meeting duly held at which a quorum is presentshall be regarded as the act of the Board, unless a greater number be requiredby law or by the Articles.  A meeting atwhich a quorum is initially present may continue to transact businessnotwithstanding the withdrawal of directors, if any action taken is approved byat least a majority of the required quorum for such meeting.

9

----

Section 9.  PARTICIPATIONIN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board may participate in a meeting through use ofconference telephone or similar communications equipment, so long as allmembers participating in such meeting can hear one another.

Section 10.  WAIVER OFNOTICE.  Notice of a meeting need not begiven to any director who signs a waiver of notice or consent to holding themeeting or an approval of the minutes thereof, whether before or after themeeting, or who attends the meeting without protesting, prior thereto or at itscommencement, the lack of notice to such director.  All such waivers, consents and approvals shallbe filed with the corporate records or made a part of the minutes of themeetings.

Section 11. ADJOURNMENT.  A majority of thedirectors present, whether or not a quorum is present, may adjourn anydirectors’ meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not begiven to absent directors if the time and place be fixed at the meetingadjourned, except as provided in the next sentence.  If the meeting is adjourned for more thantwenty-four hours, notice of any adjournment to another time or placeshall be given prior to the time of the adjourned meeting to the directors whowere not present at the time of the adjournment.

Section 12.  FEES ANDCOMPENSATION.  Directors and members ofcommittees may receive such compensation, if any, for their services, and suchreimbursement for expenses, as may be fixed or determined by the Board.

Section 13.  ACTION WITHOUTMEETING.  Any action required orpermitted to be taken by the Board may be taken without a meeting if allmembers of the Board shall individually or collectively consent in writing tosuch action.  Such consent or consentsshall have the same effect as a unanimous vote of the Board and shall be filedwith the minutes of the proceedings of the Board.

Section 14.  RIGHTS OFINSPECTION.  Every director shall havethe absolute right at any reasonable time to inspect and copy all books,records and documents of every kind and to inspect the physical properties ofthe corporation and also of its subsidiary corporations, domestic orforeign.  Such inspection by a directormay be made in person or by agent or attorney and includes the right to copyand obtain extracts.

Section 15. COMMITTEES.  The Board may appointone or more committees, each consisting of two or more directors, and delegateto such committees any of the authority of the Board except with respect to:

(a)           The approval of any action for whichthe California General Corporation Law also requires shareholders’ approval orapproval of the outstanding shares;

(b)           The filling of vacancies on the Boardor on any committee;

(c)           The fixing of compensation of thedirectors for service on the Board or on any committee;

(d)           The amendment or repeal of bylaws orthe adoption of new bylaws;

(e)           The amendment or repeal of anyresolution of the Board which by its express terms is not so amendable orrepealable;

10

----

(f)            A distribution to the shareholdersof the corporation except at a rate or in a periodic amount or within a pricerange determined by the Board; or

(g)           The appointment of other committeesof the Board or the members thereof.

Any such committee mustbe designated, and the members or alternate members thereof appointed, byresolution adopted by a majority of the authorized number of directors and anysuch committee may be designated an Executive Committee or by such other nameas the Board shall specify.  Alternativemembers of a committee may replace any absent member at any meeting of thecommittee.  The Board shall have thepower to prescribe the manner in which proceedings of any such committee shallbe conducted.  In the absence of any suchprescription, such committee shall have the power to prescribe the manner in whichits proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regularand special meetings and other actions of any such committee shall be governedby the provisions of this Article applicable to meetings and actions of theBoard.  Minutes shall be kept of eachmeeting of each committee.

ARTICLE IV. Officers.

Section 1.  OFFICERS.  The officers of the corporation shall be aPresident, a Secretary and a Chief Financial Officer.  The corporation may also have, at thediscretion of the Board, a Chairman of the Board, an Executive Vice President,a Senior Vice President, one or more Vice Presidents, a Treasurer, one or moreAssistant Secretaries, one or more Assistant Treasurers, and such otherofficers as may be elected or appointed in accordance with the provisions ofSection 3 of this Article.

Section 2.  ELECTION.  The officers of the corporation, except suchofficers as may be elected or appointed in accordance with the provisions ofSection 3 or Section 5 of this Article, shall be chosen annually by, andshall serve at the pleasure of, the Board, and shall hold their respectiveoffices until their resignation, removal, or other disqualification fromservice, or until their respective successors shall be elected.

Section 3.  SUBORDINATEOFFICERS.  The Board may elect, and mayempower the Chairman of the Board, if there be such an officer, or thePresident, to appoint such other officers as the business of the corporationmay require, each of whom shall hold office for such period, have suchauthority and perform such duties as are provided in these Bylaws or as theBoard may from time to time determine.

Section 4.  REMOVAL ANDRESIGNATION.  Any officer may be removed,either with or without cause, by the Board at any time or, except in the caseof an officer chosen by the Board, by an officer upon whom such power ofremoval may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, ofthe officer under any contract of employment of the officer.

Any officer may resign atany time by giving written notice to the corporation, but without prejudice tothe rights, if any, of the corporation under any contract to which the officeris a party.  Any such resignation shalltake effect at the date of the receipt of such notice or at any later timespecified therein and, unless otherwise specified therein, the acceptance ofsuch resignation shall not be necessary to make it effective.

Section 5.  VACANCIES.  A vacancy in any office because of death,resignation, removal, disqualification or any other cause shall be filled inthe manner prescribed in these

11

----

Bylaws for regular election or appointment to suchoffice.

Section 6.  CHAIRMAN OF THEBOARD.  The Chairman of the Board, ifthere shall be such an officer, shall be the Chief Executive Officer of thecorporation unless, in its sole discretion, the Board should elect thePresident to be such.  The ChiefExecutive Officer is the general manager and chief executive officer of thecorporation and has, subject to the control of the Board, general supervision,direction and control of the business and officers of the corporation.  The Chairman of the Board, if there shall besuch an officer, shall, if present, preside at all meetings of the shareholdersand the Board and exercise and perform such other  powers and duties as may be from time to timeassigned by the Board.

Section 7.  PRESIDENT.  Subject to such powers, if any, as may begiven to the Chairman of the Board, if there be such an officer, the Presidentshall have the general powers and duties of management usually vested in theoffice of the president of a corporation and such other powers and duties asmay be prescribed by the Board or the Chief Executive Officer, if other thanthe President.  In the absence of theChairman of the Board, or if there be none, the President shall preside at allmeetings of the shareholders and the Board. In the absence or disability of the Chief Executive Officer, if otherthan the President, the President shall perform all the duties of the ChiefExecutive Officer and, when so acting, shall have all of the powers of, and besubject to all the restrictions upon, the Chief Executive Officer.

Section 8.  VICEPRESIDENTS.  The Executive Vice Presidentand Senior Vice President, if any, and other Vice Presidents shall have(subject to the authority of the Board) such powers and perform such duties asfrom time to time determined by the Chief Executive Officer.  In the absence or disability of thePresident, the Vice Presidents, in the following order, shall perform all theduties of the President and, when so acing, shall have all the powers of, andbe subject to all the restrictions upon, the President:  the Executive Vice President, if any, theSenior Vice President, if any, and the Vice Presidents in the order of theirrank as fixed by the Board, or if not ranked, the Vice President designated bythe Board.  The Vice President shall havesuch other powers and perform such other duties as from time to time may beprescribed for them, respectively, by the Board.

Section 9.  SECRETARY.  The Secretary shall keep or cause to be kept,at the principal executive office and such other place as the Board may order,a book of minutes of all meetings of shareholders, the Board and itscommittees, with the time and place of holding, whether regular or special, howauthorized, the notice thereof given, the names of those present at Board andcommittee 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 ofthe corporation at the principal executive office or business office inaccordance with Section 213 of the California General Corporation Law.

The Secretary shall keep,or cause to be kept, at the principal executive office or at the office of thecorporation’s transfer agent or registrar, if one be appointed, a shareregister, or a duplicate share register, showing the names of the shareholdersand their addresses, the number of classes of shares held by each, the numberand date of certificates issued for the same, and the number and date ofcancellation of every certificate surrendered for cancellation.

The Secretary shall give,or cause to be given, notice of all meetings of the shareholders and of theBoard and any committees thereof required by these Bylaws or by law to begiven, shall keep the seal of the corporation in safe custody, and shall havesuch other powers and perform such other duties as may be prescribed by theBoard.

12

----

Section 10.  CHIEFFINANCIAL OFFICER.  The Chief FinancialOfficer shall keep and maintain, or cause to be kept and maintained, adequateand correct accounts of the properties and business transactions of thecorporation, and shall send or cause to be sent to the shareholders of thecorporation such financial statements and reports as are by law or these Bylawsrequired to be sent to them.  The booksof account shall at all times be open to inspection by any director.

The Chief FinancialOfficer shall deposit all monies and other valuables in the name and to thecredit of the corporation with such depositaries as may be designated by theBoard.  The Chief Financial Officer shalldisburse the funds of the corporation as may be ordered by the Board, shallrender to the President and the directors, whenever they request it, an accountof all transactions as Chief Financial Officer and of the financial conditionof the corporation, and shall have such other powers and perform such otherduties as may be prescribed by the Board.

ARTICLE V. Other Provisions.

Section 1.  INSPECTION OFCORPORATE RECORDS.

(a)           A shareholder or shareholders holdingat least five percent in the aggregate of the outstanding voting shares of thecorporation or who hold at least one percent of such voting shares and havefiled a Schedule 14B with the United States Securities and Exchange Commissionrelating to the election of directors of the corporation shall have theabsolute right to do either or both of the following:

(i)            Inspect and copy the record ofshareholders’ names and addresses and shareholders during usual business hoursupon five business days’ prior written demand upon the corporation; or

(ii)           Obtain from the transfer agent, ifany, for the corporation, upon five business days’ prior written demand andupon the tender of its usual charges for such a list (the amount of whichcharges 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 forthe election of directors and their shareholdings, as of the most recentcomplied or as of the date specified by the shareholder subsequent to the dateof demand.

(b)           The record of shareholders shall alsobe open to inspection and copying by any shareholder or holder of a votingtrust certificate at any time during usual business hours upon written demandon the corporation, for a purpose reasonably related to such holder’s interestas a shareholder or holder of a voting trust certificate.

(c)           The accounting books and records andminutes of proceedings of the shareholders and the Board and committees of theBoard shall be open to inspection upon written demand on the corporation of anyshareholder or holder of a voting trust certificate at any reasonable time duringusual business hours, for a purpose reasonably related to such holder’sinterests as a shareholder or as a holder of such voting trust certificate.

(d)           Any inspection and copying under this Article may be madein person or by agent or attorney.

Section 2.  INSPECTION OFBYLAWS.  The corporation shall keep inits principal executive office in the State of California, or if its principalexecutive office is not in such State at its principal business office in suchstate, the original or copy of these Bylaws as amended to date, which shall beopen to inspection by shareholders at all reasonable times during

13

----

office hours. If the principal executive office of the corporation is located outsidethe State of California and the corporation has no principal business office insuch state, it shall upon the written request of any shareholder furnish tosuch shareholder a copy of these Bylaws as amended to date.

Section 3.  ENDORSEMENT OFDOCUMENTS, CONTRACTS.  Subject to theprovisions of applicable law, any note, mortgage, evidence of indebtedness,contract, share certificate, conveyance or other instrument in writing and anyassignment or endorsements thereof executed or entered into between thecorporation and any other person, when signed by the Chairman of the Board, thePresident or any Vice President and the Secretary, any Assistant Secretary, theChief Financial Officer, the Treasurer or any Assistant Treasurer of thecorporation, shall be valid and binding on the corporation in the absence ofactual knowledge on the part of the other person that the signing officers hadno authority to execute the same.  Anysuch instruments may be signed by any other person or persons and in suchmanner as from time to time shall be determined by the Board, and, unless soauthorized by the Board, no officer, agent or employee shall have any power orauthority to bind the corporation by any contract or engagement or to pledgeits credit or to render it liable for any purpose or amount.

Section 4.  CERTIFICATES OFSTOCK.  Every holder of shares of thecorporation shall be entitled to have a certificate signed in the name of thecorporation by the Chairman of the Board, the President or a Vice President andby the Chief Financial Officer, the Treasurer or an Assistant Treasurer or theSecretary or an Assistant Secretary, certifying the number of shares and theclass or series of shares owned by the shareholder.  Any or all of the signatures on thecertificate may be facsimile.  If anyofficer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be suchofficer, transfer agent or registrar before such certificate is issued, it maybe issued by the corporation with the same effect as if such person were anofficer, transfer agent or registrar at the date of issue.

Certificates for sharesmay be issued prior to full payment under such restrictions and for suchpurposes as the Board may provide; provided, however, that on any certificateissued to represent any partly paid shares, the total amount of theconsideration to be paid therefor and the amount paid thereon shall be stated.

Except as provided inthis Section, no new certificate for shares shall be issued in lieu of an oldone unless the latter is surrendered and cancelled at the same time.  The Board may, however, if any certificatefor shares is alleged to have been lost, stolen or destroyed, authorize theissuance of a new certificate in lieu thereof, and the corporation may requirethat the corporation be given a bond or other adequate security sufficient toindemnify it against any claim that may be made against it (including expenseor liability) on account of the alleged loss, theft or destruction of suchcertificate or the issuance of such new certificate.

Section 5.  REPRESENTATIONOF SHARES OF OTHER CORPORATIONS.  TheChief Executive Officer, the President or any other officer or officersauthorized by the Board or the Chief Executive Officer are each authorized tovote, represent and exercise on behalf of the corporation all rights incidentto any and all shares of any other corporation or corporations standing in thename of the corporation.  The authorityherein granted may be exercised either by any such officer in person or by anyother person authorized so to do by proxy or power of attorney duly executed bysaid officer.

Section 6.  STOCK PURCHASEPLANS.  The corporation may adopt andcarry out a stock purchase plan or agreement or stock option plan or agreementproviding for the issue and sale for such consideration as may be fixed of itsunissued shares, or of issued shares

14

----

acquired or to be acquired, to one or more of theemployees or directors of the corporation or of a subsidiary or to a trustee ontheir behalf and for the payment for such shares in installments or at onetime, and may provide for aiding any such persons in paying for such shares bycompensation for services rendered, promissory notes or otherwise.

Any such stock purchaseplan or agreement or stock option plan or agreement may include, among otherfeatures, the fixing of eligibility for participation therein, the class andprice of shares to be issued or sold under the plan or agreement, the number ofshares which may be subscribed for, the method of payment therefor, thereservation of title until full payment therefor, the effect of the terminationof employment, an option or obligation on the part of the corporation, torepurchase the shares upon termination of employment, restrictions upontransfer of the shares, the time limits of and termination of the plan, and anyother matters, not in violation of applicable law, as may be included in theplan as approved or authorized by the Board or any committee of the Board.

Section 7.  CONSTRUCTIONAND DEFINITIONS.  Unless the contextotherwise requires, the general provisions, rules of construction anddefinitions contained in the General Provisions of the California CorporationsCode and in the California General Corporation Law shall govern theconstruction of these Bylaws.

ARTICLE VI. Indemnification.

Section 1.  INDEMNIFICATIONOF DIRECTORS AND OFFICERS.

(a)           Each person who was or is a party oris threatened to be made a party or is otherwise involved in any action, suitor proceeding, whether civil, criminal, administrative or investigative(hereinafter a “proceeding”), by reason of the fact that he or she is or was adirector or officer of the corporation, or of any predecessor corporation, oris or was a director or officer who is or was serving at the request of the corporationas a director, officer, employee or other agent of another corporation, apartnership, joint venture, trust or other enterprise (including service withrespect to corporation-sponsored employee benefit plans), whether thebasis of such proceeding is alleged action or inaction in an official capacityas a director or officer or in any other capacity while serving as a directoror officer, shall, subject to the terms of any agreement between thecorporation and such person, be indemnified and held harmless by thecorporation to the fullest extent permissible under California law and thecorporation’s Articles, against all expense, liability and loss (includingattorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amountspaid in settlement) actually and reasonably incurred or suffered by such personin connection therewith; provided, however, that amounts paid in settlement ofa proceeding shall be payable only if the settlement is approved in writing bythe corporation.  Such indemnificationshall continue as to a person who has ceased to be a director or officer foracts performed while a director or officer and shall inure to the benefit ofhis or her heirs, executors and administrators. Notwithstanding the foregoing, the corporation shall indemnify any suchperson in connection with a proceeding (or part thereof) initiated by suchperson only if such proceeding (or part thereof) was authorized by the Board ofthe corporation.  The right to indemnificationconferred in this Article shall include the right to be paid by the corporationthe expenses incurred in defending any proceeding in advance of finaldisposition to the fullest extent permitted by law; provided, however, that thepayment under this Article of such expenses in advance of the final dispositionof a proceedings shall be conditioned upon the delivery to the corporation of awritten request for such advance and of an undertaking by or on behalf of thedirector or officer to repay all amounts so advanced if it shall be ultimatelydetermined that such director or officer is not entitled to be indemnified.

(b)           Notwithstanding the foregoing or anyother provisions under this Article,

15

----

the corporation shall not be liable under this Articleto indemnify a director or officer against expenses, liabilities or lossesincurred or suffered in connection with, or make any advances with respect to,any proceeding against a director or officer:  (i) as to which the corporationis prohibited by applicable law from paying as an indemnity; (ii) with respect to expenses of defense orinvestigation, if such expenses were or are incurred without the corporation’sconsent (which consent may not be unreasonably withheld);(iii) for which payment is actually made to the director or officerunder a valid and collectible insurance policy maintained by the corporation,except in respect of any excess beyond the amount of payment under suchinsurance; (iv) for which payment is actuallymade to the director or officer under an indemnity by the corporation otherwisethan pursuant to this Bylaw Article, except in respect of any excess beyond theamount of payment under such indemnity; (v) basedupon or attributable to the director or officer gaining in fact any personalprofit or advantage to which he or she was not legally entitled; (vi) for an accounting of profits made from thepurchase or sale by the director or officer of securities of the corporationpursuant to the provisions of Section 16(b) of the Securities Exchange Actof 1934 and amendments thereto or similar provisions of any federal, state orlocal statutory law; or (vii) based upon actsor omissions involving intentional misconduct or a knowing and culpableviolation of law.

Section 2.  INDEMNIFICATIONOF EMPLOYEES AND AGENTS.  A person who wasor is a party or is threatened to be made a party to or is involved in anyproceeding by reason of the fact that he or she is or was an employee or agentof the corporation or is or was an employee or agent of the corporation who isor was serving at the request of the corporation as an employee or agent ofanother enterprise, including service with respect to corporation-sponsoredemployee benefits plans, whether the basis of such action is alleged action orinaction in an official capacity or in any other capacity while serving as anemployee or agent, may, upon appropriate action by the corporation and subjectto the terms of any agreement between the corporation and such person, beindemnified and held harmless by the corporation up to the fullest extentpermitted by California law and the corporation’s Articles, against allexpense, liability and loss (including attorneys’ fees, judgments, fines, ERISAexcise taxes or penalties and amounts paid or to be paid in settlement)actually and reasonably incurred or suffered by such person in connectiontherewith.

Section 3.  RIGHT OFDIRECTORS AND OFFICERS TO BRING SUIT.  Ifa claim under Section 1 of this Article is not paid by the corporation oron its behalf within 90 days after a written claim has been received by thecorporation, the claimant may at any time thereafter bring suit against thecorporation to recover the unpaid amount of the claim, and, if successful inwhole or in part, the claimant also shall be entitled to be paid the expense ofprosecuting such claim.

Section 4.  SUCCESSFULDEFENSE.  Notwithstanding any otherprovision of this Article, to the extent that a director or officer has beensuccessful on the merits or otherwise (including the dismissal of a proceedingwithout prejudice or the settlement with the written consent of the corporationof a proceeding without admission of liability) in defense of any proceedingreferred to in Section 1 or in defense of any claim, issue or mattertherein, such director or officer shall be indemnified against expenses(including attorneys’ fees) actually and reasonably incurred in connectiontherewith.

Section 5.  INDEMNITYAGREEMENTS.  The corporation may enterinto agreements with any director, officer, employee or agent of thecorporation providing for indemnification to the fullest extent permissibleunder applicable law and the corporation’s Articles.

16

----

Section 6. SUBROGATION.  In the event ofpayment by the corporation of a claim under Section 1 of this Article, thecorporation shall be subrogated to the extent of such payment to all of therights of recovery of the indemnified person, who shall execute all papersrequired and shall do everything that may be necessary or appropriate to securesuch rights, including the execution of such documents necessary or appropriateto enable the corporation effectively to bring suit to enforce such rights.

Section 7.  NON-EXCLUSIVITYRIGHTS.  The right to indemnificationprovided by this Article shall not be exclusive of any other right which anyperson may have or hereafter acquire under any statute, bylaw, agreement, voteof shareholders or disinterested directors or otherwise.

Section 8.  INSURANCE.  The corporation may maintain insurance, atits expense, to protect itself and any director, officer, employee or agent ofthe corporation or another corporation, a partnership, joint venture, trust orother enterprise against any expense, liability or loss, whether or not thecorporation would have the power to indemnify such person against such expense,liability or loss under California law.

Section 9.  EXPENSES AS AWITNESS.  To the extent that anydirector, officer or employee of the corporation is by reason of such positiona witness in any action, suit or proceeding, he or she will be indemnifiedagainst all costs and expenses actually and reasonably incurred by him or heror on his or her behalf in connection therewith.

Section 10. NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS.  This Article does not apply to any proceedingagainst any trustee, investment manager or other fiduciary of an employeebenefit plan in such person’s capacity as such, even though such person mayalso be an agent of the corporation.  Thecorporation shall have power to indemnify such trustee, investment manager orother fiduciary to the extent permitted by subdivision (f) ofSection 207 of the California General Corporation Law.

Section 11. SEPARABILITY.  Each and everyparagraph, sentence, term and provision of this Article is separate anddistinct so that if any paragraph, sentence, term or provision shall be held tobe invalid or unenforceable for any reason, such invalidity or unenforceabilityshall not affect the validity or enforceability of any other paragraph,sentence, term or provision hereof.  Tothe extent required, any paragraph, sentence, term or provision of this Articlemay be modified by a court of competent jurisdiction to preserve its validityand to provide the claimant with, subject to the limitations set forth in thisArticle and any agreement between the corporation and the claimant, thebroadest possible indemnification permitted under applicable law.

Section 12.  EFFECT OFREPEAL OR MODIFICATION.  Any repeal ormodification of this Article shall not adversely affect any right ofindemnification of a director, officer, employee or agent of the corporationexisting at the time of such repeal or modification with respect to any actionor omission occurring prior to such repeal or modification.

ARTICLE VII. Emergency Provisions.

Section 1.  GENERAL.  The provisions of this Article shall beoperative only during a national emergency declared by the President of theUnited States or the person performing the President’s functions, or in theevent of a nuclear, atomic or other attack on the United States or a disastermaking it impossible or impracticable for the corporation to conduct itsbusiness without recourse to the provisions of this Article.  Said provisions in such event shall overrideall other Bylaws of the corporation in conflict with any provisions of thisArticle, and shall remain operative so long as it remains impossible orimpracticable to continue the business

17

----

of the corporation otherwise, but thereafter shall beinoperative; provided that all actions taken in good faith pursuant to suchprovisions shall thereafter remain in full force and effect unless and untilrevoked by action taken pursuant to the provisions of the Bylaws other thanthose contained in this Article.

Section 2.  UNAVAILABLEDIRECTORS.  All directors of thecorporation who are not available to perform their duties as directors byreason of physical or mental incapacity or for any other reason or who areunwilling to perform their duties or whose whereabouts are unknown shallautomatically cease to be directors, with like effect as if such persons hadresigned as directors, so long as such unavailability continues.

Section 3.  AUTHORIZEDNUMBER OF DIRECTORS.  The authorizednumber of directors shall be the number of directors remaining aftereliminating those who have ceased to be directors pursuant to Section 2, or theminimum number required by law, whichever number is greater.

Section 4.  QUORUM.  The number of directors necessary toconstitute a quorum shall be one-third of the authorized number ofdirectors as specified in the foregoing Section, or other minimum number as,pursuant to the law or lawful decree then in force, it is possible for theBylaws of a corporation to specify.

Section 5.  CREATION OFEMERGENCY COMMITTEE.  In the event thenumber of directors remaining after eliminating those who have ceased to bedirectors pursuant to Section 2 is less than the minimum number of authorizeddirectors required by law, then until the appointment of additional directorsto make up such required minimum, all the powers and authorities which theBoard could by law delegate, including all powers and authorities which theBoard could delegate to a committee, shall be automatically vested in anemergency committee, and the emergency committee shall thereafter manage theaffairs of the corporation pursuant to such powers and authorities and shallhave all other powers and authorities as may by law or lawful decree beconferred on any person or body of persons during a period of emergency.

Section 6.  CONSTITUTION OFEMERGENCY COMMITTEE.  The emergencycommittee shall consist of all the directors remaining after eliminating thosewho have ceased to be directors pursuant to Section 2, provided that suchremaining directors are not less than three in number.  In the event such remaining directors areless than three in number the emergency committee shall consist of threepersons, who shall be the remaining director or directors and either one or twoofficers or employees of the corporation as the remaining director or directorsmay in writing designate.  If there is noremaining director, the emergency committee shall consist of the three mostsenior officers of the corporation who are available to serve, and if and tothe extent that officers are not available, the most senior employees of thecorporation.  Seniority shall bedetermined in accordance with any designation of seniority in the minutes ofthe proceedings of the Board, and in the absence of such designation, shall bedetermined by rate of remuneration.  Inthe event that there are no remaining directors and no officers or employees ofthe corporation available, the emergency committee shall consist of threepersons designated in writing by the shareholder owning the largest number ofshares of record as of the date of the last record date.

Section 7.  POWERS OFEMERGENCY COMMITTEE.  The emergencycommittee, once appointed, shall govern its own procedures and shall have powerto increase the number of members thereof beyond the original number, and inthe event of a vacancy or vacancies therein, arising at any time, the remainingmember or members of the emergency committee shall have the power to fill suchvacancy or vacancies.  In the event atany time after

18

----

its appointment all members of the emergency committeeshall die or resign or become unavailable to act for any reason whatsoever, anew emergency committee shall be appointed in accordance with the foregoingprovisions of this Article.

Section 8.  DIRECTORSBECOMING AVAILABLE.  Any person who hasceased to be a director pursuant to the provisions of Section 2 and whothereafter becomes available to serve as a director shall automatically becomea member of the emergency committee.

Section 9.  ELECTION OFBOARD OF DIRECTORS.  The emergencycommittee, shall, as soon after its appointment as is practicable, take allrequisite action to secure the election of a board of directors, and upon suchelection, all the powers and authorities of the emergency committee shallcease.

Section 10.  TERMINATION OFEMERGENCY COMMITTEE.  In the event, afterthe appointment of an emergency committee, a sufficient number of persons whoceased to be directors pursuant to Section 2 become available to serve asdirectors, so that if they had not ceased to be directors as aforesaid, therewould be enough directors to constitute the minimum number of directorsrequired by law, then all such persons shall automatically be deemed to bereappointed as directors and the powers and authorities of the emergencycommittee shall be at an end.

ARTICLE VIII.  Amendments.

Subject to the Articlesof Incorporation, these Bylaws may be amended or repealed either by approval ofthe outstanding shares (as defined in Section 152 of the California GeneralCorporation Law) or by the approval of the Board; provided, however, that afterthe issuance of shares, a bylaw specifying or changing a fixed number ofdirectors or the maximum or minimum number or changing from a fixed to avariable number of directors or vice versa may only be adopted by approval ofthe outstanding shares and a bylaw reducing the fixed number or the minimumnumber of directors to a number less than five shall be subject to theprovisions of Section 212(a) of the California General Corporation Law.

19

----