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Exhibit 3B
    
    As adopted May 17, 2004
 BY-LAWS OF LCA VISION INC. Stockholders Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at
such date, time and place, either within or without the State of Delaware, as may be designated by
resolution of the Board of Directors from time to time. Any other proper business may be transacted
at the annual meeting. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any
time by the Board of Directors, or by a committee of the Board of Directors that has been duly
designated by the Board of Directors and whose powers and authority, as expressly provided in a
resolution 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. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a
meeting, a written notice of the meeting shall be given that shall state the place, date and hour
of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the
written notice of any meeting shall be given not less than ten nor more than sixty days before the
date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice
shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to
the stockholder at such stockholders address as it appears on the records of the corporation. Adjournment. Any meeting of stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any such adjourned
meeting if the time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the meeting. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at
each meeting of stockholders the presence in person or by proxy of the holders of shares of stock
having a majority of the votes which could be cast by the holders of all outstanding shares of
stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In
the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting
from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall
attend. Shares of its own stock belonging to the corporation or to another corporation, if a
majority of the shares entitled to vote in the election of directors of such other corporation is
held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the right of the
corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary
capacity. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any,
or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or
in his absence by a Vice President, or in the absence of the foregoing persons by a chairman
designated by the Board of Directors, or in the absence of such designation by a chairman chosen at
the meeting. The Secretary or any Assistant Secretary shall act as secretary of the meeting, but in
his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.
The chairman of the meeting shall announce at the meeting of stockholders the date and time of the
opening and the closing of the polls for each matter upon which the stockholders will vote. Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder
entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of
stock held by him which has voting power upon the matter in question. Each stockholder entitled to
vote at a meeting of stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a
longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an irrevocable power. A
stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by delivering a proxy in
accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at
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of stockholders need not be by written ballot and, unless otherwise required by law, need not be
conducted by inspectors of election unless so determined by the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding shares of stock
entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings
of stockholders for the election of directors a plurality of the votes cast shall be sufficient to
elect. All other matters shall, unless otherwise provided by law, the certificate of incorporation
or these by-laws, be decided by the vote of the majority of shares of stock present in person or by
proxy at the meeting and entitled to vote thereon. Fixing Date for Determination of Stockholders of Record. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof; or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange of stock or for
the purpose of any other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date is adopted by the
Board of Directors and which record date: (1) in the case of determination of stockholders entitled
to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by
law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case
of determination of stockholders entitled to express consent to corporate action in writing without
a meeting, shall not be more than ten days from the date upon which the resolution fixing the
record date is adopted by the Board of Directors; and (3) in the case of any other action, shall
not be more than sixty days prior to such other action. If no record date is fixed: (1) the record
date for determining stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close 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 the day on which the
meeting is held; (2) the record date for determining stockholders entitled to express consent to
corporate action in writing without a 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 the action
taken or proposed to be taken is delivered to the corporation in accordance with applicable law,
or, if prior action by the Board of Directors is required by law, shall be at the close of business
on the day on which the Board of Directors adopts the resolution taking such prior action; and (3)
the record date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to 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 the meeting, 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 so
specified, at the place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof and may be inspected by any
stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for election to any
office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or
to vote in person or by proxy at any meeting of stockholders. Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation,
any action required or permitted to be taken at any annual or special meeting of the stockholders
may be taken without a meeting, without prior notice and without a vote, if a consent or consents
in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted and shall
be delivered (by hand or by certified or registered mail, return receipt requested) to the
corporation by delivery to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the corporation having custody of the book in which proceedings
of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules
and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except
to the extent inconsistent with such rules and regulations as adopted by the Board of Directors,
the chairman of any meeting of stockholders shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are
appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the chairman of the meeting, may include,
without limitation, the following: (i) the establishment of an agenda or order of business for the
meeting: (ii) rules and procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the meeting to stockholders of
record of the corporation, their duly authorized and constituted proxies or such other persons as
the chairman of the meeting shall determine; (iv) restrictions on entry 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 47




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determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall
not be required to be held in accordance with the rules of parliamentary procedure. Board of Directors Number; Qualifications. The Board of Directors shall consist of one or more members, the number
thereof to be determined from time to time by resolution of the Board of Directors. Directors need
not be stockholders. Election; Resignation; Removal; Vacancies. At each annual meeting of stockholders, the
stockholders shall elect directors each of whom shall hold office for a term of one year or until
his or her successor is elected and qualified. Any director may resign at any time upon written
notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of
Directors for any cause may be filled by a majority of the remaining members of the Board of
Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a
meeting of stockholders, and each director so elected shall hold office until the expiration of the
term of office of the director whom he or she has replaced or until his or her successor is elected
and qualified. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or
without the State of Delaware and at such times as the Board of Directors may from time to time
determine, and if so determined notices thereof need not be given. Special Meetings. Special meetings of the Board of Directors may be held at any time or place
within or without the State of Delaware whenever called by the President, any Vice President, the
Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of
Directors shall be given by the person or persons calling the meeting at least twenty-four hours
before the special meeting. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting thereof by means of conference telephone or
similar communications equipment by means of which all persons participating in the meeting can
hear each other, and participation in a meeting pursuant to this by-law shall constitute presence
in person at such meeting. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the
whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases
in which the certificate of incorporation or these by-laws otherwise provide, the vote 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. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the
Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her
absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary or
any Assistant Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the meeting. Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or
these by-laws, any action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof may be taken without a meeting if all members of the Board
of Directors 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 the Board of Directors or such committee. Committees Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of
Directors, designate one or more committees, each committee to consist of one or more of the
directors of the corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of the committee, the
member or members thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in place of any such absent or disqualified member. Any such committee, to the
extent permitted by law and to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it. 48




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Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the
Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence
of such rules each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these by-laws. Officers Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The
Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a
Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a
Treasurer and one or more Assistant Treasurers. At the discretion of the Board of Directors,
officers may be designated as Senior or Executive and their titles may bear additional
descriptive appellations. Each such officer shall hold office until the first meeting of the Board
of Directors after the annual meeting of stockholders next succeeding his election, and until his
successor is elected and qualified or until his earlier resignation or removal. Any officer may
resign at any time upon written notice to the corporation. The Board 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 such officer, if any, with the corporation. Any number of offices may be held
by the same person. Any vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors
at any regular or special meeting. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and
duties in the management of the corporation as may be prescribed in a resolution by the Board of
Directors and, to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of Directors. The Board of Directors may require any officer,
agent or employee to give security for the faithful performance of his duties. Stock Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the
name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the
President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation certifying the number of shares owned by him or her in
the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the corporation with the same effect as if he or she
were such officer, transfer agent, or registrar at the date of issue. Lost, Stolen, Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue
a new certificate of stock in the place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen
or destroyed certificate, or his or her legal representative, to give the corporation a bond
sufficient to indemnify it against any claim that may be made against it on account of the alleged
loss, theft or destruction of any such certificate or the issuance of such new certificate. Indemnification Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended, any person who was
or is made or is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a proceeding) by reason of
the fact that he or she, or a person for whom he or she is the legal representative, is or was a
director or officer of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys fees) reasonably
incurred by such person. The corporation shall be required to indemnify a person in connection with
a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof)
was authorized by the Board of Directors of the corporation. Prepayment of Expenses. The corporation may, in its discretion, pay the expenses (including
attorneys fees) incurred in defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses incurred by a director or officer in advance of the
final disposition of the proceeding shall be made only upon receipt of an undertaking by the
director or officer to repay all amounts advanced if it should be ultimately determined that the
director or officer is not entitled to be indemnified under this Article or otherwise. 49




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Claims. If a claim for indemnification or payment of expenses under this Article is not paid in
full within sixty days after a written claim therefore has been received by the corporation, the
claimant may file suit to recover 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 such action the
corporation shall have the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law. Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be
exclusive of any other rights which such person may have or hereafter acquire under any statute,
provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or
disinterested directors or otherwise. 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
such person may collect as indemnification from such other corporation, partnership, joint venture,
trust, enterprise or nonprofit enterprise. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI
shall not adversely affect any right or protection hereunder of any person in respect of any act or
omission occurring prior to the time of such repeal or modification. Miscellaneous Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of
Directors. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in
such form as may be approved from time to time by the Board of Directors. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of
notice, signed by the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, 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 stockholders, directors, or members of a committee of directors
need be specified in any written waiver of notice. Interested Directors; Quorum. No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or officers are directors
or officers, or financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or transaction, or solely because his,
her or their votes are counted for such purpose, if: (1) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of the disinterested
directors, 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 the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction
is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee thereof, or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction. Form of Records. Any records maintained by the corporation in the regular course of its business,
including its stock ledger, books of account, and minute books, 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 form within a
reasonable time. Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board
of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws
whether adopted by them or otherwise. 50