**Exhibit 3**
**As adopted May 17, 2004**
**BY-LAWS OF**
**LCA VISION INC.**
**ARTICLE I.**
***Stockholders***
     **Section 1.1. Annual Meetings**. An annual meeting of stockholders shall beheld for the election of directors at such date, time and place, either withinor without the State of Delaware, as may be designated by resolution of theBoard of Directors from time to time. Any other proper business may betransacted at the annual meeting.
     **Section 1.2. Special Meetings**. Special meetings of stockholders for anypurpose or purposes may be called at any time by the Board of Directors, or bya committee of the Board of Directors that has been duly designated by theBoard of Directors and whose powers and authority, as expressly provided in aresolution of the Board of Directors, include the power to call such meetings,but such special meetings may not be called by any other person or persons.
     **Section 1.3. Notice of Meetings**. Whenever stockholders are required orpermitted to take any action at a meeting, a written notice of the meetingshall be given that shall state the place, date and hour of the meeting and, inthe case of a special meeting, the purpose or purposes for which the meeting iscalled. Unless otherwise provided by law, the certificate of incorporation orthese by-laws, the written notice of any meeting shall be given not less thanten nor more than sixty days before the date of the meeting to each stockholderentitled to vote at such meeting. If mailed, such notice shall be deemed to begiven when deposited in the United States mail, postage prepaid, directed tothe stockholder at such stockholder’s address as it appears on the records ofthe corporation.
     **Section 1.4. Adjournment**. Any meeting of stockholders, annual or special,may adjourn from time to time to reconvene at the same or some other place, andnotice need not be given of any such adjourned meeting if the time and placethereof are announced at the meeting at which the adjournment is taken. At theadjourned meeting the corporation may transact any business which might havebeen transacted at the original meeting. If the adjournment is for more thanthirty days, or if after the adjournment a new record date is fixed for theadjourned meeting, notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.
     **Section 1.5. Quorum**. Except as otherwise provided by law, the certificateof incorporation or these by-laws, at each meeting of stockholders the presencein person or by proxy of the holders of shares of stock having a majority ofthe votes which could be cast by the holders of all outstanding shares of stockentitled to vote at the meeting shall be necessary and sufficient to constitutea quorum. In the absence of a quorum, the stockholders so present may, bymajority vote, adjourn the meeting from time to time in the manner provided inSection 1.4 of these by-laws until a quorum shall attend. Shares of its ownstock belonging to the corporation or to another corporation, if a majority ofthe shares entitled to vote in the election of directors of

 

such other corporation is held, directly or indirectly, by thecorporation, shall neither be entitled to vote nor be counted for quorumpurposes; provided, however, that the foregoing shall not limit the right ofthe corporation to vote stock, including but not limited to its own stock, heldby it in a fiduciary capacity.
     **Section 1.6. Organization**. Meetings of stockholders shall be presided overby the Chairman of the Board, if any, or in his absence by the Vice Chairman ofthe Board, if any, or in his absence by the President, or in his absence by aVice President, or in the absence of the foregoing persons by a chairmandesignated by the Board of Directors, or in the absence of such designation bya chairman chosen at the meeting. The Secretary or any Assistant Secretaryshall act as secretary of the meeting, but in his absence the chairman of themeeting may appoint any person to act as secretary of the meeting. The chairmanof the meeting shall announce at the meeting of stockholders the date and timeof the opening and the closing of the polls for each matter upon which thestockholders will vote.
     **Section 1.7. Voting; Proxies**. Except as otherwise provided by thecertificate of incorporation, each stockholder entitled to vote at any meetingof stockholders shall be entitled to one vote for each share of stock held byhim which has voting power upon the matter in question. Each stockholderentitled to vote at a meeting of stockholders or to express consent or dissentto corporate action in writing without a meeting may authorize another personor persons to act for him by proxy, but no such proxy shall be voted or actedupon after three years from its date, unless the proxy provides for a longerperiod. A proxy shall be irrevocable if it states that it is irrevocable andif, and only as long as, it is coupled with an interest sufficient in law tosupport an irrevocable power. A stockholder may revoke any proxy which is notirrevocable by attending the meeting and voting in person or by filing aninstrument in writing revoking the proxy or by delivering a proxy in accordancewith applicable law bearing a later date to the Secretary of the corporation.Voting at meetings of stockholders need not be by written ballot and, unlessotherwise required by law, need not be conducted by inspectors of electionunless so determined by the holders of shares of stock having a majority of thevotes which could be cast by the holders of all outstanding shares of stockentitled to vote thereon which are present in person or by proxy at suchmeeting. At all meetings of stockholders for the election of directors aplurality of the votes cast shall be sufficient to elect. All other electionsand questions shall, unless otherwise provided by law, the certificate ofincorporation or these by-laws, be decided by the vote of the holders of sharesof stock having a majority of the votes which could be cast by the holders ofall shares of stock outstanding and entitled to vote thereon.
     **Section 1.8. Fixing Date for Determination of Stockholders of Record**. Inorder that the corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof; or toexpress consent to corporate action in writing without a meeting, or entitledto receive payment of any dividend or other distribution or allotment of anyrights, or entitled to exercise any rights in respect of any change, conversionor exchange of stock or for the purpose of any other lawful action, the Boardof Directors may fix a record date, which record date shall not precede thedate upon which the resolution fixing the record date is adopted by the Boardof Directors and which record date: (1) in the case of determination ofstockholders entitled to vote at any meeting of stockholders or adjournmentthereof, shall, unless otherwise required by law, not be more than sixty norless than ten days before the date of such meeting; (2) in the case ofdetermination of stockholders entitled to
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express consent to corporate action in writing without a meeting, shallnot be more than ten days from the date upon which the resolution fixing therecord date is adopted by the Board of Directors; and (3) in the case of anyother action, shall not be more than sixty days prior to such other action. Ifno record date is fixed: (1) the record date for determining stockholdersentitled to notice of or to vote at a meeting of stockholders shall be at theclose of business on the day next preceding the day on which notice is given,or, if notice is waived, at the close of business on the day next preceding theday on which the meeting is held; (2) the record date for determiningstockholders entitled to express consent to corporate action in writing withouta meeting when no prior action of the Board of Directors is required by law,shall be the first date on which a signed written consent setting forth theaction taken or proposed to be taken is delivered to the corporation inaccordance with applicable law, or, if prior action by the Board of Directorsis required by law, shall be at the close of business on the day on which theBoard of Directors adopts the resolution taking such prior action; and (3) therecord date for determining stockholders for any other purpose shall be at theclose of business on the day on which the Board of Directors adopts theresolution relating thereto. A determination of stockholders of record entitledto notice of or to vote at a meeting of stockholders shall apply to anyadjournment of the meeting; provided, however, that the Board of Directors mayfix a new record date for the adjourned meeting.
     **Section 1.9. List of Stockholders Entitled to Vote**. The Secretary shallprepare and make, at least ten days before every meeting of stockholders, acomplete list of the stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each stockholder and the numberof shares registered in the name of each stockholder. Such list shall be opento the examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten days prior to themeeting, either at a place within the city where the meeting is to be held,which place shall be specified in the notice of the meeting, or if not sospecified, at the place where the meeting is to be held. The list shall also beproduced and kept at the time and place of the meeting during the whole timethereof and may be inspected by any stockholder who is present. Upon thewillful neglect or refusal of the directors to produce such a list at anymeeting for the election of directors, they shall be ineligible for election toany office at such meeting. The stock ledger shall be the only evidence as towho are the stockholders entitled to examine the stock ledger, the list ofstockholders or the books of the corporation, or to vote in person or by proxyat any meeting of stockholders.
     **Section 1.10. Action By Consent of Stockholders**. Unless otherwiserestricted by the certificate of incorporation, any action required orpermitted to be taken at any annual or special meeting of the stockholders maybe taken without a meeting, without prior notice and without a vote, if aconsent or consents in writing, setting forth the action so taken, shall besigned by the holders of outstanding stock 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 and voted andshall be delivered (by hand or by certified or registered mail, return receiptrequested) to the corporation by delivery to its registered office in the Stateof Delaware, its principal place of business, or an officer or agent of thecorporation having custody of the book in which proceedings of minutes ofstockholders are recorded. Prompt notice of the taking of the corporate actionwithout a meeting by less than unanimous written consent shall be given tothose stockholders who have not consented in writing.
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     **Section 1.11. Conduct of Meetings**. The Board of Directors of thecorporation may adopt by resolution such rules and regulations for the conductof the meeting of stockholders as it shall deem appropriate. Except to theextent inconsistent with such rules and regulations as adopted by the Board ofDirectors, the chairman of any meeting of stockholders shall have the right andauthority to prescribe such rules, regulations and procedures and to do allsuch acts as, in the judgment of such chairman, are appropriate for the properconduct of the meeting. Such rules, regulations or procedures, whether adoptedby the Board of Directors or prescribed by the chairman of the meeting, mayinclude, without limitation, the following: (i) the establishment of an agendaor order of business for the meeting: (ii) rules and procedures for maintainingorder at the meeting and the safety of those present; (iii) limitations onattendance at or participation in the meeting to stockholders of record of thecorporation, their duly authorized and constituted proxies or such otherpersons as the chairman of the meeting shall determine; (iv) restrictions onentry to the meeting after the time fixed for the commencement thereof; and (v)limitations on the time allotted to questions or comments by participants.Unless and to the extent determined by the Board of Directors or the chairmanof the meeting, meetings of stockholders shall not be required to be held inaccordance with the rules of parliamentary procedure.
**ARTICLE II.**
***Board of Directors***
     **Section 2.1. Number; Qualifications**. The Board of Directors shall consistof one or more members, the number thereof to be determined from time to timeby resolution of the Board of Directors. Directors need not be stockholders.
     **Section 2.2. Election; Resignation; Removal; Vacancies**. At each annualmeeting of stockholders, the stockholders shall elect directors each of whomshall hold office for a term of one year or until his or her successor iselected and qualified. Any director may resign at any time upon written noticeto the corporation. Any newly created directorship or any vacancy occurring inthe Board of Directors for any cause may be filled by a majority of theremaining members of the Board of Directors, although such majority is lessthan a quorum, or by a plurality of the votes cast at a meeting ofstockholders, and each director so elected shall hold office until theexpiration of the term of office of the director whom he or she has replaced oruntil his or her successor is elected and qualified.
     **Section 2.3. Regular Meetings**. Regular meetings of the Board of Directorsmay be held at such places within or without the State of Delaware and at suchtimes as the Board of Directors may from time to time determine, and if sodetermined notices thereof need not be given.
     **Section 2.4. Special Meetings**. Special meetings of the Board of Directorsmay be held at any time or place within or without the State of Delawarewhenever called by the President, any Vice President, the Secretary, or by anymember of the Board of Directors. Notice of a special meeting of the Board ofDirectors shall be given by the person or persons calling the meeting at leasttwenty-four hours before the special meeting.
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     **Section 2.5. Telephonic Meetings Permitted**. Members of the Board ofDirectors, or any committee designated by the Board of Directors, mayparticipate in a meeting thereof by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and participation in a meeting pursuant to thisby-law shall constitute presence in person at such meeting.
     **Section 2.6. Quorum; Vote Required for Action**. At all meetings of theBoard of Directors a majority of the whole Board of Directors shall constitutea quorum for the transaction of business. Except in cases in which thecertificate of incorporation or these by-laws otherwise provide, the vote of amajority of the directors present at a meeting at which a quorum is presentshall be the act of the Board of Directors.
     **Section 2.7. Organization**. Meetings of the Board of Directors shall bepresided over by the Chairman of the Board, if any, or in his or her absence bythe Vice Chairman of the Board, if any, or in his or her absence by thePresident, or in their absence by a chairman chosen at the meeting. TheSecretary or any Assistant Secretary shall act as secretary of the meeting, butin his or her absence the chairman of the meeting may appoint any person to actas secretary of the meeting.
     **Section 2.8. Informal Action by Directors**. Unless otherwise restricted bythe certificate of incorporation or these by-laws, any action required orpermitted to be taken at any meeting of the Board of Directors, or of anycommittee thereof may be taken without a meeting if all members of the Board ofDirectors or such committee, as the case may be, consent thereto in writing,and the writing or writings are filed with the minutes of proceedings of theBoard of Directors or such committee.
**ARTICLE III.**
***Committees***
     **Section 3.1. Committees**. The Board of Directors may, by resolution passedby a majority of the whole Board of Directors, designate one or morecommittees, each committee to consist of one or more of the directors of thecorporation. The Board of Directors may designate one or more directors asalternate members of any committee, who may replace any absent or disqualifiedmember at any meeting of the committee. In the absence or disqualification of amember of the committee, the member or members thereof present at any meetingand not disqualified from voting, whether or not he or they constitute aquorum, may unanimously appoint another member of the Board of Directors to actat the meeting in place of any such absent or disqualified member. Any suchcommittee, to the extent permitted by law and to the extent provided in theresolution of the Board of Directors, shall have and may exercise all thepowers and authority of the Board of Directors in the management of thebusiness and affairs of the corporation, and may authorize the seal of thecorporation to be affixed to all papers which may require it.
     **Section 3.2. Committee Rules**. Unless the Board of Directors otherwiseprovides, each committee designated by the Board of Directors may make, alterand repeal rules for the conduct
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of its business. In the absence of such rules each committee shall conductits business in the same manner as the Board of Directors conducts its businesspursuant to Article II of these by-laws.
**ARTICLE IV.**
***Officers***
     **Section 4.1. Executive Officers; Election; Qualifications; Term of Office;Resignation**; **Removal; Vacancies**. The Board of Directors shall elect a Presidentand Secretary, and it may, if it so determines, choose a Chairman of the Boardand a Vice Chairman of the Board from among its members. The Board of Directorsmay also choose one or more Vice Presidents, one or more Assistant Secretaries,a Treasurer and one or more Assistant Treasurers. At the discretion of theBoard of Directors, officers may be designated as “Senior” or “Executive” andtheir titles may bear additional descriptive appellations. Each such officershall hold office until the first meeting of the Board of Directors after theannual meeting of stockholders next succeeding his election, and until hissuccessor is elected and qualified or until his earlier resignation or removal.Any officer may resign at any time upon written notice to the corporation. TheBoard of Directors may remove any officer with or without cause at any time,but such removal shall be without prejudice to the contractual rights of suchofficer, if any, with the corporation. Any number of offices may be held by thesame person. Any vacancy occurring in any office of the corporation by death,resignation, removal or otherwise may be filled for the unexpired portion ofthe term by the Board of Directors at any regular or special meeting.
     **Section 4.2. Powers and Duties of Executive Officers**. The officers of thecorporation shall have such powers and duties in the management of thecorporation as may be prescribed in a resolution by the Board of Directors and,to the extent not so provided, as generally pertain to their respectiveoffices, subject to the control of the Board of Directors. The Board ofDirectors may require any officer, agent or employee to give security for thefaithful performance of his duties.
**ARTICLE V.**
***Stock***
     **Section 5.1. Certificates**. Every holder of stock shall be entitled to havea certificate signed by or in the name of the corporation by the Chairman orVice Chairman of the Board of Directors, if any, or the President or a VicePresident, and by the Treasurer or an Assistant Treasurer, or the Secretary oran Assistant Secretary, of the corporation certifying the number of sharesowned by him or her in the corporation. Any of or all the signatures on thecertificate may be a facsimile. In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent, or registrarbefore such certificate is issued, it may be issued by the corporation with thesame effect as if he or she were such officer, transfer agent, or registrar atthe date of issue.
     **Section 5.2. Lost, Stolen, Destroyed Stock Certificates; Issuance of NewCertificates**. The corporation may issue a new certificate of stock in the placeof any certificate theretofore issued by it, alleged to have been lost, stolenor destroyed, and the corporation may
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require the owner of the lost, stolen or destroyed certificate, or his orher legal representative, to give the corporation a bond sufficient toindemnify it against any claim that may be made against it on account of thealleged loss, theft or destruction of any such certificate or the issuance ofsuch new certificate.
**ARTICLE VI.**
***Indemnification***
     **Section 6.1. Right to Indemnification**. The corporation shall indemnify andhold harmless, to the fullest extent permitted by applicable law as itpresently exists or may hereafter be amended, any person who was or is made oris threatened to be made a party or is otherwise involved in any action, suitor proceeding, whether civil, criminal, administrative or investigative (a“proceeding”) by reason of the fact that he or she, or a person for whom he orshe is the legal representative, is or was a director or officer of thecorporation or is or was serving at the request of the corporation as adirector, officer, employee or agent of another corporation or of apartnership, joint venture, trust, enterprise or nonprofit entity, includingservice with respect to employee benefit plans, against all liability and losssuffered and expenses (including attorneys’ fees) reasonably incurred by suchperson. The corporation shall be required to indemnify a person in connectionwith a proceeding (or part thereof) initiated by such person only if theproceeding (or part thereof) was authorized by the Board of Directors of thecorporation.
     **Section 6.2. Prepayment of Expenses**. The corporation may, in itsdiscretion, pay the expenses (including attorneys’ fees) incurred in defendingany proceeding in advance of its final disposition, provided, however, that thepayment of expenses incurred by a director or officer in advance of the finaldisposition of the proceeding shall be made only upon receipt of an undertakingby the director or officer to repay all amounts advanced if it should beultimately determined that the director or officer is not entitled to beindemnified under this Article or otherwise.
     **Section 6.3. Claims**. If a claim for indemnification or payment of expensesunder this Article is not paid in full within sixty days after a written claimtherefor has been received by the corporation, the claimant may file suit torecover the unpaid amount of such claim and, if successful in whole or in part,shall be entitled to be paid the expense of prosecuting such claim. In any suchaction the corporation shall have the burden of proving that the claimant wasnot entitled to the requested indemnification or payment of expenses underapplicable law.
     **Section 6.4. Non-Exclusivity of Rights**. The rights conferred on any personby this Article VI shall not be exclusive of any other rights which such personmay have or hereafter acquire under any statute, provision of the certificateof incorporation, these by-laws, agreement, vote of stockholders ordisinterested directors or otherwise.
     **Section 6.5. Other Indemnification**. The corporation’s obligation, if any,to indemnify any person who was or is serving at its request as a director,officer, employee or agent of another corporation, partnership, joint venture,trust, enterprise or nonprofit entity shall be reduced by any amount suchperson may collect as indemnification from such other corporation, partnership,joint venture, trust, enterprise or nonprofit enterprise.
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     **Section 6.6. Amendment or Repeal**. Any repeal or modification of theforegoing provisions of this Article VI shall not adversely affect any right orprotection hereunder of any person in respect of any act or omission occurringprior to the time of such repeal or modification.
**ARTICLE VII.**
***Miscellaneous***
     **Section 7.1. Fiscal Year**. The fiscal year of the corporation shall bedetermined by resolution of the Board of Directors.
     **Section 7.2. Seal**. The corporate seal shall have the name of thecorporation inscribed thereon and shall be in such form as may be approved fromtime to time by the Board of Directors.
     **Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors andCommittees**. Any written waiver of notice, signed by the person entitled tonotice, whether before or after the time stated therein, shall be deemedequivalent to notice. Attendance of a person at a meeting shall constitute awaiver of notice of such meeting, except when the person attends a meeting forthe express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called orconvened. Neither the business to be transacted at nor the purpose of anyregular or special meeting of the stockholders, directors, or members of acommittee of directors need be specified in any written waiver of notice.
     **Section 7.4. Interested Directors; Quorum**. No contract or transactionbetween the corporation and one or more of its directors or officers, orbetween the corporation and any other corporation, partnership, association, orother organization in which one or more of its directors or officers aredirectors or officers, or financial interest, shall be void or voidable solelyfor this reason, or solely because the director or officer is present at orparticipates in the meeting of the Board of Directors or committee thereofwhich authorizes the contract or transaction, or solely because his, her ortheir votes are counted for such purpose, if: (1) the material facts as to hisor her relationship or interest and as to the contract or transaction aredisclosed or are known to the Board of Directors or the committee, and theBoard of Directors or committee in good faith authorizes the contract ortransaction by the affirmative votes of a majority of the disinteresteddirectors, even though the disinterested directors be less than a quorum; or(2) the material facts as to his or her relationship or interest and as to thecontract or transaction are disclosed or are known to the stockholders entitledto vote thereon, and the contract or transaction is specifically approved ingood faith by vote of the stockholders; or (3) the contract or transaction isfair as to the corporation as of the time it is authorized, approved orratified, by the Board of Directors, a committee thereof, or the stockholders.Common or interested directors may be counted in determining the presence of aquorum at a meeting of the Board of Directors or of a committee whichauthorizes the contract or transaction.
     **Section 7.5. Form of Records**. Any records maintained by the corporation inthe regular course of its business, including its stock ledger, books ofaccount, and minute books,
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may be kept on, or be in the form of, punch cards, magnetic tape,photographs, microphotographs, or any other information storage device,provided that the records so kept can be converted into dearly legible formwithin a reasonable time.
     **Section 7.6. Amendment of By-Laws**. These by-laws may be altered orrepealed, and new by-laws made, by the Board of Directors, but the stockholdersmay make additional by-laws and may alter and repeal any by-laws whetheradopted by them or otherwise.
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