Exhibit 3.3

                                     By-LAWS
                                       OF
                      INTEGRATED HEALThcare Holdings, Inc.


ARTICLE I. OFFICES.

            Section 1.  PRINCIPAL  OFFICE.  The  principal  office of Integrated
Healthcare Holdings, Inc. shall be located in Pasadena, State of California,  or
at such  other  place  as  shall  from  time to time be  fixed  by the  Board of
Directors.

            Section 2. The  corporation  may have such other offices,  within or
without the State of Utah,  as the Board of  Directors  may  designate or as the
business of the corporation may require from time to time.

            Section 3. The registered office of the corporation  required by the
laws of the State of Utah to be  maintained  in the State of Utah,  may be,  but
need not be, identical with the principal office of the corporation in the State
of Utah, and the registered  office and the registered  agent at such office may
be changed from time to time by the Board of Directors.

ARTICLE II. SHAREHOLDERS.

            Section 1. ANNUAL  MEETING.  The annual meeting of the  shareholders
shall be held on DECEMBER 7, at the hour of 10:00 A.M., at the principal  office
LOCATED IN PASADENA,  CALIFORNIA,  and annually  thereafter at the same time and
place.

            Section 2. PURPOSES OF ANNUAL  MEETING.  The annual meeting shall be
for the purpose of electing  directors,  and for the  transaction  of such other
business as may come before the meeting. If the day fixed for the annual meeting
shall be a legal  holiday,  such  meeting  shall be held on the next  succeeding
business  day.  If the  election  of  directors  shall  not be  held  on the day
designated herein for any annual meeting of shareholders,  or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently may be.

            Section 3. SPECIAL MEETING.  Special  meetings of the  shareholders,
for any purpose or purposes,  unless  otherwise  prescribed  by statute,  may be
called by the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than one-tenth of all of the
outstanding shares of the corporation entitled to vote at the meeting.

            Section 4. PLACE OF MEETING.  The Board of Directors  may  designate
any place,  either  within or without the State of Utah, as the place of meeting
for any annual or for any special  meeting  called by the Board of Directors.  A
waiver of notice  signed by all  shareholders  entitled to vote at a meeting may
designate any place, either within or without the State of Utah as the place for
the holding of such meeting.  If no designation is made, or if a special meeting
is otherwise called,  the place of meeting shall be the registered office of the
corporation in the State of Utah.

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            Section 5. NOTICE OF MEETING.  Written or printed notice stating the
place,  day,  and hour of the  meeting  and, in case of a special  meeting,  the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more  than  fifty  days  before  the  date of the  meeting,  either
personally  or by  mail,  by or at  the  direction  of  the  president,  or  the
secretary, or the officer of persons calling the meeting, to each shareholder of
record entitled to vote at such meeting.  If mailed, such notice shall be deemed
to be  delivered  when  deposited in the United  States  mail,  addressed to the
shareholder  at his  address at it appears  on the stock  transfer  books of the
corporation, with postage thereon prepaid.

            Section 6. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the
purpose  of  determining  shareholders  entitled  to notice of or to vote at any
meeting of the shareholders or any adjournment thereof, or shareholders entitled
to  receive  payment of any  dividend,  or in order to make a  determination  of
shareholders  for any  other  proper  purpose,  the  Board of  Directors  of the
corporation may provide that the stock transfer books shall be closed for stated
period but not to exceed,  in any case,  fifty days. If the stock transfer books
shall be closed for the purpose of determining  shareholders  entitled to notice
of or to vote at a meeting of the  shareholders,  such books shall be closed for
at least ten days  immediately  preceding  such meeting.  In lieu of closing the
stock  transfer  books,  the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than fifty days and, in case of a meeting of shareholders,  not less
than ten days prior to the date on which the particular  action,  requiring such
determination of  shareholders,  is to be taken. If the stock transfer books are
not  closed and no record  date is fixed for the  determination  of  shareholder
entitled  to  notice  of  or  to  vote  at a  meeting  of  shareholders,  or  of
shareholders entitled to receive payment of a dividend, the date on which notice
of the  meeting  is mailed or the date on which the  resolution  of the Board of
Directors  declaring  such  dividend  is adopted,  as case may be,  shall be the
record date for such  determination  of  shareholders.  When a determination  of
shareholders  entitled to vote at any meeting of  shareholders  has been made as
provided in this  Section,  such  determination  shall apply to any  adjournment
thereof.

            Section 7. VOTING  LISTS.  The officer or agent having charge of the
stock  transfer  books for shares of the  corporation,  shall make, at least ten
days before each meeting of  shareholders,  a complete list of the  shareholders
entitled  to vote at such  meeting,  or any  adjournment  thereof,  arranged  in
alphabetical  order, with the address of, and the number of shares held by each,
which list, for a period of ten days prior to the meeting, shall be kept on file
at the registered  office of the  corporation and shall be subject to inspection
by any shareholder at any time during usual business hours. Such list shall also
be  produced  and kept  open at the time and place of the  meeting  and shall be
subject to inspection of any  shareholder  during the whole time of the meeting.
The original  stock  transfer  book shall be prima facie  evidence as to who are
shareholders  entitled to examine such list or transfer  books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this Section
shall not affect the  validity  of any action  taken at such  meeting.  CAVEAT -
Officer or agent may be liable to shareholder suffering damage.

            Section 8. QUORUM OF  SHAREHOLDERS.  A majority  of the  outstanding
shares of the corporation entitled to vote,  represented in person or any proxy,
shall constitute a quorum at a meeting of shareholders.  If less than a majority
of the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further notice.
If a quorum is  present,  the  affirmative  vote of the  majority  of the shares
represented  at the meeting and entitled to vote on the subject  matter shall be
the act of the shareholders. CAVEAT - a greater number may be required by law or
elsewhere in these by-laws.

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            Section 9. PROXIES.  At all meetings of shareholders,  a shareholder
may  vote by  proxy  executed  in  writing  by the  shareholder  or by his  duly
authorized attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution,  unless otherwise  provided in the
proxy.

            Section 10. VOTING OF SHARES.  Each  outstanding  share  entitled to
vote (common share) shall be entitled to one vote upon each matter  submitted to
a vote at a meeting of shareholders.

            Section 11. VOTING OF CERTAIN  SHARES.  Neither  treasury shares nor
shares held by another  corporation if a majority of the shares entitled to vote
for  the  election  of  directors  of  such  other  corporation  is  held by the
corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding  shares at any given time.  Shares standing in the name of
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the by-laws of such  corporation  may prescribe,  or, in the absence of
such  provision,  as the Board of Directors of such  corporation  may determine.
Shares held by an administrator,  executor, guardian or conservator may be voted
by him, either in person or by proxy,  without  transfer of such shares into his
name.  Shares  standing in the name of a trustee may be voted by him,  either in
person or by proxy,  but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.  Shares standing in the name of
a receiver may be voted by such receiver and shares held by or under the control
of a receiver may be voted by such receiver  without  transfer  thereof into his
name if authority so to do be contained in an appropriate  order of the Court by
which such receiver was appointed.  A shareholder whose shares are pledged shall
be entitled to vote such shares until the shares have been  transferred into the
name of the  pledge,  and  thereafter  the pledge  shall be entitled to vote the
shares  so  transferred.  On or  after  the  date on  which  written  notice  of
redemption of redeemable shares has been mailed to the holders thereof and a sum
sufficient to redeem such shares has been deposited with a bank or trust company
with  irrevocable  instruction and authority to pay the redemption  price to the
holders thereof upon surrender of certificates  therefor,  such shares shall not
be  entitled  to vote on any  matter  and shall not be deemed to be  outstanding
shares.  Shares of its own stock held by the corporation in a fiduciary capacity
shall not be voted,  directly or  indirectly,  at any meeting,  and shall not be
counted in determining the total number of outstanding shares at any given time.

            Section 12.  NONCUMULATIVE  VOTING.  At each  election for directors
every  shareholder  entitled to vote at such election have the right to vote, in
person or by proxy,  the  number of shares  owned by him for as many  persons as
there are directors to be elected and for whose election he has a right to vote.

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            Section  13.  VOTING  TRUST.  Any  number  of  shareholders  of  the
corporation  may  create a voting  trust for the  purpose of  conferring  upon a
trustee or trustees the right to vote or otherwise represent their shares, for a
period of not to exceed ten  years,  by  entering  into a written  voting  trust
agreement specifying the terms and conditions of the voting trust, by depositing
a counterpart  of the agreement with the  corporation at its registered  office,
and by transferring  their shares to such trustee or trustees for the purpose of
the agreement.  The  counterpart of the voting trust agreement so deposited with
the  corporation  shall  be  subject  to the  same  right  of  examination  by a
shareholder of the  corporation,  in person or by agent or attorney,  as are the
books and records of the corporation, and shall be subject to examination by any
holder of a  beneficial  interest  in the voting  trust,  either in person or by
agent or attorney, at a reasonable time for any proper purpose.

            Section 14. INFORMAL ACTION BY SHAREHOLDERS.  Any action required to
be taken at a meeting  of the  shareholders,  or any other  action  which may be
taken at a meeting  of the  shareholders,  may be taken  without a meeting  if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III. BOARD OF DIRECTORS.

            Section  1.  GENERAL  POWERS.   The  business  and  affairs  of  the
corporation shall be managed by its Board of Directors.

            Section  2.  NUMBER,  TENURE,  AND  QUALIFICATIONS.  The  number  of
directors of this corporation  shall be not less than three nor more than seven.
Each director  shall hold office until the next annual  meeting of  shareholders
and until his successor shall have been elected and qualified.

            Section  3.  REGULAR  MEETINGS.  A regular  meeting  of the Board of
Directors shall be held without other notice than this by-law immediately after,
and at the same  place as,  the annual  meeting  of  shareholders.  The Board of
Directors  may provide,  by  resolution,  the time and place,  either  within or
without  the State of Utah,  for the  holding  of  additional  regular  meetings
without other notice than such resolution.

            Section  4.  SPECIAL  MEETINGS.  Special  meetings  of the  Board of
Directors  may be  called  by or at the  request  of the  president  or any  two
directors.  The person or persons  authorized  to call  special  meetings of the
Board of  Directors  may fix any place,  either  within or without  the State of
Utah,  as the place for holding any  special  meeting of the Board of  Directors
called by them.

            Section 5. NOTICE.  Notice of any special  meeting shall be given at
least five days  previously  thereto by written notice  delivered  personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered  when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice  shall be deemed to be  delivered  when the  telegram is delivered to the
telegraph company.  Any director may waive notice of any meeting. The attendance
of a director at a meeting  shall  constitute a waiver of notice of such meeting
except where a director  attends a meeting for the express  purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular or special  meeting of the Board of  Directors  need be specified in the
notice or waiver of notice of such meeting.

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            Section 6.  QUORUM.  A majority  of the  number of  directors  shall
constitute a quorum for the  transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at a meeting, a majority
of the  directors  present may adjourn  the  meeting  from time to time  without
further notice.

            Section 7. MANNER OF ACTING.  The act of a majority of the directors
present at a meeting at which a quorum is present  shall be the act of the Board
of  Directors.  Any  action  required  to be taken at a meeting  of the Board of
Directors may be taken without a meeting, provided a consent in writing, setting
forth the action taken,  shall be signed by all of the  directors.  Such consent
shall have the same effect as a unanimous vote.

            Section  8.  VACANCIES.  Any  vacancy  occurring  in  the  Board  of
Directors may be filled by the  affirmative  vote of a majority of the remaining
directors  though  less  than a quorum  of the Board of  Directors.  A  director
elected  to fill a  vacancy  shall  be  elected  for the  unexpired  term of his
predecessor in office. Any directorship to be filled by reason of an increase in
the  number  of  directors,  shall be filled  by the  Board of  Directors,  such
appointment  to be until the next  annual  meeting  or a special  meeting of the
shareholders  called  for the  purpose of  electing a director  to the office to
created.

            Section 9.  COMPENSATION.  By  resolution of the Board of Directors,
the directors may be paid their expenses,  if any, of attendance at each meeting
of the Board of  Directors,  and may be paid a fixed sum for  attendance at each
such  meeting of the Board of  Directors.  No such  payment  shall  preclude any
director  from  serving the  corporation  in any other  capacity  and  receiving
compensation  therefor.  Any such  compensation  fixed by the Board of Directors
shall be reported to the shareholders.

            Section 10. PRESUMPTION OF ASSENT. A director of the corporation who
is  present  at a  meeting  of the  Board of  Directors  at which  action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his  dissent  shall be entered in the minutes of the meeting or unless he
shall  file his  written  dissent  to such  action  with the  person  acting  as
secretary  of the  meeting  before  adjournment  thereof or shall  forward  such
dissent by registered mail to the secretary of the corporation immediately after
the  adjournment  of the  meeting.  Such right to  dissent  shall not apply to a
director who voted in favor of such action.

            Section 11. REMOVAL OF DIRECTORS.  At a meeting called expressly for
that purpose,  one or more of (or) the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.  Any  directorship to be filled by
reason of the removal of one or more directors by the shareholders may be filled
by  election  by the  shareholders  at the  meeting  at which  the  director  or
directors are moved.

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ARTICLE IV. OFFICERS.

            Section 1. The officers of the corporation shall be a president, one
or more vice  presidents  (the number  thereof to be  determined by the Board of
Directors), a secretary,  and a treasurer,  each of whom shall be elected by the
Board of Directors.  Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices  may be held by the same  person,  except the offices of  president  and
secretary.

            Section  2.  ELECTION  AND  TERM  OF  OFFICE.  The  officers  of the
corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the  shareholders.  If the election of officers shall not
be held at such  meeting,  such  election  shall be held as soon  thereafter  as
conveniently  may be. Each officer shall hold office until his  successor  shall
have been duly  elected and shall have  qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.

            Section 3. REMOVAL. Any officer or agent elected or appointed by the
Board of  Directors  may be removed by the Board of  Directors  whenever  in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

            Section 4.  VACANCIES.  A vacancy  in any  office  because of death,
resignation,  removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

            Section 5. PRESIDENT. The president shall be the principal executive
officer  of the  corporation  and,  subject  to the  control  of  the  Board  of
Directors,  shall in general  supervise  and  control  all of the  business  and
affairs of the corporation.  He shall, when present,  preside at all meetings of
the shareholders and of the Board of Directors.  He may sign, with the secretary
or any other proper officer of the corporation thereunto authorized by the Board
of Directors,  certificates for shares of the corporation, any deeds, mortgages,
bonds,  contracts,  or  other  instruments  which  the  Board of  Directors  has
authorized  to be  executed,  except in cases where the  signing  and  execution
thereof  shall be  expressly  delegated  by the Board of  Directors  or by these
by-laws to some other officer or agent of the corporation,  or shall be required
by law to be otherwise  signed or  executed;  and in general  shall  perform all
duties  incident  to the office of  president  and such  other  duties as may be
prescribed by the Board of Directors from time to time.

            Section 6. THE VICE PRESIDENT. In the absence of the president or in
the event of his death,  or inability or refusal to act, the vice  president (or
in the event there be more than one vice  president,  the vice presidents in the
order  designated  at the  time of  their  election,  or in the  absence  of any
designation,  then in the order of their  election)  shall perform the duties of
the president,  and when so acting,  shall have all the powers and be subject to
all the restrictions  upon the president.  Any vice president may sign, with the
secretary or an assistant secretary, certificates for shares of the corporation;
and shall  perform such other duties as from time to time may be assigned to him
by the president or by the Board of Directors.

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            Section 7. THE SECRETARY. The secretary shall:

            (a)   keep the  minutes  of the  shareholder's  meetings  and of the
                  Board of Directors  meetings in one or more books provided for
                  that purpose;

            (b)   see that all  notices  are duly given in  accordance  with the
                  provisions of these by-laws as required by law;

            (c)   be custodian of the  corporate  records and of the seal of the
                  corporation  and  see  that  the  seal of the  corporation  is
                  affixed to all documents,  the execution of which on behalf of
                  the corporation under its seal, is duly authorized;

            (d)   keep a register of the post office address of each shareholder
                  which shall be furnished to the secretary by such shareholder;

            (e)   sign with the president, or a vice president, certificates for
                  shares of the  corporation,  the  issuance of which shall have
                  been authorized by resolution of the Board of Directors;

            (f)   have  general  charge  of  the  stock  transfer  books  of the
                  corporation;

            (g)   in  general  perform  all  duties  incident  to the  office of
                  secretary  and such  other  duties as from time to time may be
                  assigned to him by the president or by the Board of Directors.

            Section 8. THE TREASURER. If required by the Board of Directors, the
treasurer  shall give bond for the faithful  discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall  determine.  He
shall:

            (a)   have charge and custody and be  responsible  for all funds and
                  securities of the  corporation;  receive and give receipts for
                  moneys  due and  payable  to the  corporation  from any source
                  whatsoever,  and  deposit  all such  moneys in the name of the
                  corporation  in  such  banks,   trust   companies,   or  other
                  depositories  as  shall be  selected  in  accordance  with the
                  provisions of Article V of these by-laws; and

            (b)   in  general  perform  all  duties  incident  to the  office of
                  treasurer  and such other duties from time to time that may be
                  assigned to him by the president or by the Board of Directors.

            Section 9.  ASSISTANT  SECRETARIES  AND  ASSISTANT  TREASURERS.  The
assistant secretaries,  when authorized by the Board of Directors, may sign with
the president or a vice president certificates for the shares of the corporation
the issuance of which shall have been authorized by a resolution of the Board of
Directors. The assistant treasurer shall respectively,  if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.  The assistant
secretaries and assistant treasurers,  in general,  shall perform such duties as
shall be assigned by the  secretary or the  treasurer,  respectively,  or by the
president or the Board of Directors.

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            Section 10.  COMPENSATION.  The  salaries of the  officers,  if any,
shall be fixed from time to time by the Board of Directors  and no officer shall
be prevented  from receiving such salary by reason of the fact that he is also a
director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS.

            Section 1.  CONTRACTS.  The Board of  Directors  may  authorize  any
officer or officers,  agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

            Section 2.  LOANS.  No loans  shall be  contracted  on behalf of the
corporation and no evidence of  indebtedness  shall be issued in its name unless
authorized  by a resolution  of the Board of  Directors.  Such  authority may be
general or confined to specific instances.

            Section 3. CHECKS,  DRAFTS, ETC. All checks, drafts, or other orders
for the payment of money, notes or other evidence of indebtedness  issued in the
name of the  corporation  shall be signed by such officer or officers,  agent or
agents  of the  corporation  and in such  manner  as shall  from time to time be
determined by resolution of the Board of Directors.

            Section 4.  DEPOSITS.  All funds of the  corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  corporation
in such banks, trust companies,  or other depositories as the Board of Directors
may select.

ARTICLE  VI.  CERTIFICATES  FOR  SHARES,  THEIR  TRANSFER,   LOST  CERTIFICATES.

            Section 1. CERTIFICATES FOR SHARES. Certificates representing shares
of the corporation  shall be in such form as shall be determined by the Board of
Directors.  Such  certificates  shall  be  signed  by  the  president  or a vice
president and by the secretary or an assistant  secretary.  All certificates for
shares shall be  consecutively  numbered or otherwise  identified.  The name and
address of the person to whom the shares  represented  thereby are issued,  with
the number of shares and date of issue,  shall be entered on the stock  transfer
books of the corporation.  All  certificates  surrendered to the corporation for
transfer  shall be cancelled  and no new  certificate  shall be issued until the
former  certificate for a like number of shares shall have been  surrendered and
cancelled,  except that in case of a lost, destroyed, or mutilated certificate a
new one may be issued therefor. Any person claiming a certificate of stock to be
lost or  destroyed  shall  make an  affidavit  or  affirmation  of that fact and
advertise  the same in such  manner as the Board of  Directors  may  require and
shall  give the  corporation  a bond of  indemnity  in form and with one or more
sureties and in such amount as determined by the Board of Directors, whereupon a
new  certificate  may be  issued of the same  tenor  and for the same  number of
shares as the one  alleged to be lost or  destroyed,  but always  subject to the
approval of the Board of Directors.

            Section 2. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the  corporation by the holder
of record  thereof  or by his legal  representative,  who shall  furnish  proper
evidence of authority to the transfer,  or by his attorney thereunto  authorized
by  power of  attorney  duly  executed  and  filed  with  the  secretary  of the
corporation,  and on surrender  for  cancellation  of the  certificate  for such
shares.  The person in whose name shares  stand on the books of the  corporation
shall be deemed by the corporation to be the owner thereof for all purposes.

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ARTICLE VII. DIVIDENDS.

            Section 1. WHEN  DECLARED.  The Board of Directors  may from time to
time declare,  and the corporation may pay,  dividends on its outstanding shares
in cash, property,  or its own shares, upon the terms and conditions provided by
law.

            Section 2. RESERVE.  The Board of Directors may set aside out of the
net profits of the corporation  available for dividends such sum or sums, before
payment of any dividend,  as the Board of Directors in their absolute discretion
think  proper  as a  reserve  fund.  to meet  contingencies,  or for  equalizing
dividends, or for repairing, or maintaining any property of the corporation,  or
for such other purpose as the directors  shall think  conducive to the interests
of the  corporation,  and they may  abolish  or modify  any such  reserve in the
manner in which it was created.

ARTICLE VIII. SEAL.

            Section 1. The Board of  Directors  shall  provide a corporate  seal
which shall be circular in form and shall have inscribed thereon

ARTICLE IX. WAIVER OF NOTICE.

            Section  1.  Whenever  any  notice  is  required  to be given to any
shareholder  or any director of the  corporation  under the  provisions of these
by-laws  or under  the  provisions  of the laws of the  State of Utah,  a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the giving of such notice.

ARTICLE X. AMENDMENTS.

            Section 1. The power to alter,  amend or appeal  the  by-laws of the
corporation,  or to adopt new by-laws shall be vested in the Board of Directors,
subject to repeal or change by action of the shareholders;  provided, no by-laws
shall be adopted  by the Board of  Directors  which  shall  require  more than a
majority of the voting shares for a quorum at a meeting of the shareholders,  or
more than a majority of the votes cast to constitute action by the shareholders,
except where higher  percentages are required by law. The directors may amend or
repeal  by-laws passed by them but may not amend or repeal the by-laws passed by
the shareholders.


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