**Exhibit 3.6**

 

**BYLAWS OF**POWER3 MEDICALPRODUCTS, INC.

 

# **ARTICLES I**

**Offices**

 

The principal office of the corporation shallbe located in the State of New York in the County of Monroe.  The corporation may have such other offices,either within or outside the state, as the Board of Directors may designate oras the business of the corporation may require from time to time.  The registered office of the corporation maybe, but need not be, identical with the principal office, and the address ofthe registered office may be changed from time to time by the Board ofDirectors.

 

**ARTICLE II**

**Shareholders**

 

Section 1.  AnnualMeeting.  The annual meeting of theshareholders shall be hold at the 4 o’clock 4:00 p.m. on the Third Tuesdayin the month of January in each year, beginning with the year 1994.  If the day fixed of the annual meeting shallbe a legal holiday, such meeting shall be held of the next succeeding businessday.

 

Section 2.  Special Meetings.  Special meetings of the shareholders, for anypurpose, unless otherwise prescribed by statues, may be called by the presidentor by the Board of Directors, and shall be called by the president at therequest of the holders of not less than one-tenth on all the outstanding sharesof the corporation entitled to vote at the meeting.

 

Section 3.  Place ofMeeting.  The Board of Directors maydesignate any place as the place for any annual meeting or for any specialmeeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at ameeting may designate any place as the place for such meeting.  If no designation is made, or if a specialmeeting shall be called otherwise than by the Board, the place of meeting shallbe the registered office of the corporation.

 

Section 4.  Notice ofMeeting.  Written or printed noticestating the place, day and hour of the meeting, and, in case of a specialmeeting, the purposes for which the meeting is called, shall be delivered notless than ten nor more than fifty days before the date of the meeting, eitherpersonally or by mail, by or at the direction of the president, or thesecretary, or the officer or persons calling the meeting, to each shareholderof record entitled to vote at such meeting, except that if the authorizedcapital stock is to be increased at least thirty days notice shall begiven.  If mailed, such notice shall bedeemed to be delivered when deposited in the United States mail, addressed tothe shareholder at his address as it appears on the stock transfer books of thecorporation, with postage thereon prepaid. If requested by the person or persons lawfully calling such meeting, thesecretary shall give notice thereof at corporation expense.

 

Section 5.  Closing ofTransfer of Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or tovote at any meeting of shareholders or any adjournment thereof, or shareholdersentitled to receive payment of any dividend, or in order to make adetermination of shareholders for any other proper purpose, the Board ofDirectors may provide that the stock transfer books shall be closed for anystated period not exceeding fifty days. If the stock transfer books shall be closed for the purpose of

 

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determining shareholders entitled to notice of or to vote at a meetingof shareholders, such books shall be closed for at least ten days, immediatelypreceding such meeting.  In lieu ofclosing the stock transfer books the Board of Directors may fix in advance adate as the record date for any such determination of shareholders, such datein any case to e not more than fifty days, and, in case of a meeting ofshareholders, not less than ten days prior to the date on which the particularaction, requiring such determination of shareholders, is to be taken.  If the stock transfer books are not closedand no record date is fixed for the determination of shareholders entitled tonotice of or to vote at a meeting of shareholders, or shareholders entitled toreceive payment of a dividend, the date on which notice of the meeting ismailed or the date on which the resolution of the Board of Directors declaringsuch dividend is adopted, as the case may be, shall the record date for suchdetermination of shareholders.  When adetermination of shareholders entitled to vote at any meeting of shareholdershas been made as provided in this section, such determination shall apply toany adjournment thereof except where the determination has been made throughthe closing of the stock transfer books and the stated period of the closinghas expired.

 

Section 6.  VotingLists.  The officer or agent havingcharge of the stock transfer books for shares of the corporation shall make, atleast ten days before each meeting of shareholders, a complete list of theshareholders entitled to vote at such meeting or any adjournment thereof,arranged in alphabetical order, with the address of and the number of sharesheld by each.  For a period of ten daysprior to such meeting, this list shall be kept on file at the principal officeof the corporation and shall be subject to inspection by any shareholder at anytime during usual business hours.  Suchlist shall also be produced and kept open at the time and place of the meetingand shall be subject to inspection by any shareholder at any time during usualbusiness hours.  Such list shall also beproduced and kept open at the time and place of the meeting and shall besubject to the inspection of any shareholder during the whole time of themeeting.  The original stock transferbooks shall be prima facie evidence as to who are the shareholders entitled toexamine such list or transfer books or to vote at any meeting of shareholders.

 

Section 7.  Quorum.  Fifty One Percent (51%) of the outstandingshares of the corporation entitled to vote, represented in person or by proxy,shall constitute a quorum of the outstanding shares are represented at ameeting, a majority of the shares so represented at a meeting, a majority ofthe shares so represented may adjourn the meeting from time to time without furthernotice.  At such adjourned meetings atwhich a quorum shall be presented or represented, at any business may betransacted which might have been transacted at the meeting as originallynotified.  The shareholders present at aduly organized meeting may continue to transact business until adjournment,notwithstanding the withdrawal of enough shareholders to leave less than aquorum.

 

If a quorum is present, the affirmative vote of a majority of theshares represented at the meeting and entitled to vote on the subject mattershall be the act of the shareholders, unless the vote of a greater number orvoting by classes is required by law or the articles of incorporation.

 

Section 8. Proxies.  At allmeetings of shareholders, a shareholder may vote by proxy executed in writingby the shareholder or his or her duly authorized attorney-in-fact.  Such proxy shall be filed with the secretaryof the corporation before or at the time of the meeting.  No proxy shall be valid after eleven monthsfrom the date of its execution, unless otherwise provided in the proxy.

 

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Section 9.  Voting ofShares.  Each outstanding share,regardless of class, shall be entitled to one vote, and each fractional shareshall be entitled to a corresponding fractional vote on each matter submittedto a vote at a meeting of shareholders. Cumulative voting shall not be allowed.

 

Section 10.  Voting ofShares by Certain Holders.  Neithertreasury shares, nor shares of its own stock held by the corporation in afiduciary capacity, nor shares held by another corporation if a majority of theshares entitled to vote for the election of Directors of such other corporationis held by this corporation, shall be voted in any meeting or counted in determiningthe total number of outstanding shares at any given time.  Shares standing in the name of anothercorporation may be voted by such officer, agent or proxy as the bylaws of suchcorporation may prescribe or, in the absence of such provision, as administrator,executor, guardian or conservator may be voted by him or her, either in personor by proxy, without a transfer of shares into his or her name.  Shares standing in the name of a trustee maybe voted by him or her, either in person or by proxy, but no trustee shall beentitled to vote shares held by him or her without a transfer of such sharesinto his or her name.  Shares standing inthe name of a receiver may be voted by such receiver, an shares held by orunder the control of a receiver may be voted by such receiver without thetransfer thereof into his or her name if authority to do so be contained in anappropriate order of the court by which such receiver was appointed.  A shareholders whose shared are pledged shallbe entitled to vote such shares until the shares have been transferred into thename of the pleaded, and thereafter the pledges shall be entitled to vote theshares so transferred.

 

Section 11.  Informal Actionby Shareholders.  Any action required tobe taken at a meeting of the shareholders, or any other action which may betaken at a meeting of the shareholders, may be taken without a meeting if aconsent in writing, setting forth the action so taken, shall be signed by allof the shareholders entitled to vote with respect to the subject matterthereof.  Such consent shall have thesame force and effect as a unanimous vote of the shareholders.

 

## **ARTICLE III**

**Boardof Directors**

 

Section 1.  General Powers.  The business and affairs of the corporationshall be managed by its Board of directors, except as otherwise provided bystatute or the articles of incorporation.

 

Section 2.  Number, Tenureand Qualifications.  The number ofDirectors of the corporation shall be not less than three nor more than five,unless a lesser number is allowed by statute. Directors shall be elected at each annual meeting as shareholders.  Each director shall hold office until thenext annual meeting of shareholders and thereafter until his or her successorshall have been elected and qualified.

 

Directors need not be residents of this state or shareholders of thecorporation.  Directors shall beremovable in the manner provided by statute.

 

Section 3.  Vacancies.  Any director may resign at any time by givingwritten notice to the president or to the Board of Directors may be filled bythe affirmative vote of a majority of

 

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the remaining Directors through not less than a quorum.  A director elected to fill a vacancy shall beelected for the unexpired term of his or her predecessor in office.  Any Directorship to be filled by theaffirmative vote of a majority of the Directors then in office or by anelection at an annual meeting or at a special meeting of shareholders calledfor that purpose, and a director so chosen shall hold office for the termspecified in Section 2 above.

 

Section 4.  RegularMeetings.  A regular meeting of the Boardof Directors shall be held without other notice than this bylaw immediately andat the same place as the annual meeting of shareholders.  The board of directors may provide byresolution the time and place for the holding of additional regular meetingswithout other notice than such resolution.

 

Section 5.  SpecialMeetings.  Special meetings of the Boardof Directors may be called by or at the request of the president or any twoDirectors.  The person or personsauthorized to call special meetings of the Board of Directors may fix any placeas the place for holding any special meeting of the Board of Directors calledby them.

 

Section 6.  Notice.  Notice of any special meeting shall be givenpersonally or mailed to each director at his or her business address, or bynotice given at least two days previously by telegraph.  If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail so addressed, with postagethereon prepaid.  If notice be given bytelegram, such notice shall be deemed to be delivered when the telegram isdelivered to the telegraph company.  Anydirector may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver ofnotice of such meeting, except where a director attend a meeting for theexpress purpose of objection to the transaction of any business because themeeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the Board of Directors need be specified in thenotice of waiver of notice of such meeting.

 

Section 7.  Quorum.  A majority of the number of Directors fixedby Section 2 shall constitute a quorum for the transaction of business atany meeting of the Board of Directors, but if less than such majority ispresent at a meeting, a majority of the Directors present may adjourn themeeting from time to time without further notice.

 

Section 8.  Manner ofActing.  The act of the majority of theDirectors present at a meeting at which a quorum is present shall be the act ofthe Board of Directors.

 

Section 9. Compensation.  By resolution ofthe board of Directors, any director may be pain any one or more of thefollowing:  expenses, if any, ofattendance at meetings; a fixed sum for attendance at each meeting; or a statedsalary as director.  No such paymentshall preclude any director from serving the corporation in any other capacityand receiving compensation therefore.

 

Section 10.  Informal Actionby Directors.  Any action required orpermitted to be taken at a meeting for the Directors may be taken without ameeting if a consent in writing, setting forth the action so taken, shall besigned by all of the Directors entitled to vote with respect to the subjectmatter thereof.  Such consent shall havethe same force and effect as a unanimous vote of the Directors.

 

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## **ARTICLE IV**

**Officerand Agents**

 

Section 1.  General.  The officers of the corporation shall be apresident, one or more vice presidents, a secretary and a treasurer.  The salaries of all the officers of thecorporation shall be fixed by the Board of Directors.  One person may hold any tow offices, exceptthat no person may simultaneously hold the offices of president and secretary.

 

Section 2.  Election andTerm of Office.  The officers of thecorporation shall be elected by the Board of Directors annually at the firstmeeting of the Board held after each annual meeting of the shareholders.

 

Section 3.   Removal. Any officer or agent may be removed by the Board of Directors wheneverin its judgment the best 

interests of the corporation will be servedthereby.

 

Section 4.  Vacancies.  A vacancy in any office, however occurring,may be filled by the Board of Directors for the unexpired portion of the term.

 

Section 5.  President.  The president shall:

 

a.               Subject to thedirection and supervision of the Board of Directors, be the chief executiveofficer of the corporation;

 

b.              Shall have generaland active control of its affairs and business and general supervision of itsofficers, agents and employees; and

 

c.               The president shallhave custody of the treasurer’s bond, if any.

 

Section 6. Vice Presidents.  The vice presidents shall:

 

a.               Assist thepresident; and

 

b.              Shall perform suchduties as may be assigned to them by the president or by the Board ofDirectors.

 

Section 7. Secretary. The secretary shall:

 

a.               Keep the minutes ofthe proceedings of the shareholders and the Board of Directors;

 

b.              See that all noticesare duly given in accordance with the provisions of these bylaws or as requiredby law;

 

c.               Be custodian of thecorporate records and of the seal of the corporation and affix the seal to alldocuments when authorized by the Board of Directors;

 

d.              Keep at itsregistered office or principal place of business a record containing the namesand addresses of all shareholders and the number and class of shareholder byeach, unless such a record shall be kept at the office of the corporation’stransfer agent or registrar;

 

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e.               Sign withthe president, or vice president, certificates for shares of the corporation,the issuance of which shall have been authorized by resolution of the Board ofDirectors;

 

f.                 Have generalcharge of the stock transfer books of the corporation, unless the corporationhas a transfer agent; and

 

g.              In general,perform all duties incident to the office as secretary and such other duties asfrom time to time may be assigned to him or her by the president or by theBoard of Directors.

 

Section 8.  Treasurer. The treasurer shall:

 

a.               Be theprincipal financial officer of the corporation;

 

b.              Perform allother duties incident to the office of the treasurer and, upon request of theBoard, shall make such reports to it as may be required at any time;

 

c.               Be theprincipal accounting officer of the corporation; and

 

d.              Have suchother powers and perform such other duties as may be from time to timeprescribed by the Board of Directors or the president.

 

**ARTICLE V**

**Stock**

 

Section 1.  Certificates. The shares of stock shall be represented by consecutively numbercertificates signed in the name of the corporation by its president or a vicepresident and the secretary, and shall be sealed with the seal of thecorporation or with a facsimile thereof. No certificat shall be issued until the shares represented thereby arefully paid.

 

Section 2.  Consideration for Shares.  Shares shall be issued for suchconsideration, expressed in dollars (but not less that the par value thereof,if any) as shall be fixed from time to time by the Board of directors.  Such consideration may consist, in whole orin part of money, other property, tangible or intangible or in labor orservices actually performed for the corporation, but neither promissory notesnor future services shall constitute payment or part payment for shares.

 

Section 3.  Transfer of Shares.  Upon surrender to the corporation or to atransfer agent of the corporation of a certificate of stock duly endorsed oraccompanied by proper evidence of succession, assignment or authority totransfer, and such documentary stamps as may be required by law, it shall bethe duty of the corporation to issue a new certificate to the person entitledthereto, and cancel the old certificate. Every such transfer of stock shall be entered on the stock book of thecorporation which shall be kept at its principal office, or by its principaloffice, or by its registrar duly appointed.

 

Section 4.  Transfer Agents, Registrars and PayingAgents.  The Board may at its discretionappoint one or more transfer agents, registrar and agents for making paymentupon any class of stock, bond, debenture or other security of the corporation.

 

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**ARTICLE VI**

**Indemnification ofOfficers and Directors**

 

Each director and officer of this corporationshall be indemnified by the corporation against all costs and expense actuallyand necessarily incurred by him or her in connection with the defense of anyaction, suit or proceeding in which he or she may be involved or to which he orshe may be made a party by reason of his or her begin or having been suchdirector or officer, except in regulation to matters as to which he or she befinally adjudged in such action, suit or proceeding to be liable for negligenceor misconduct in the performance of duty.

 

**ARTICLE VII**

**Miscellaneous**

 

Section 1.  Waivers of Notice.  Whenever notice is required by law, by thearticles of incorporation or by these bylaws, a waiver thereof in writingsigned by the director, shareholder or other person entitled to said notice, whetherbefore or after the time stated therein, or his or her appearance at suchmeeting in person or (in the cause of a shareholders’ meeting) by proxy, shallbe equivalent to such notice.

 

Section 2.  Seal. The corporation seal of the corporation shall be in the form impressedon the margin hereof.

 

Section 3.  Fiscal Year. The fiscal year of the corporation shall be as established by the Boardof Directors.

 

Section 4.  Amendments. The Board of Directors shall have power to make, amend and repeal thebylaws of the corporation at any regular meeting of the Board or at any specialmeeting call for the purpose.

 

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