<PAGE>
                                                                     EXHIBIT 3.1

                             SECOND RESTATED BYLAWS

                                       OF

                              CORILLIAN CORPORATION

                          (as amended April 10, 2006)

                                      CONTENTS
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<TABLE>
<CAPTION>

<S>              <C>                                                         <C>
SECTION 1.       OFFICES ...................................................  1
SECTION 2.       SHAREHOLDERS ..............................................  1
        2.1      Annual Meeting; Procedures ................................  1
                  2.1.1       Annual Meeting ...............................  1
                  2.1.2       Business To Be Conducted At Annual Meeting ...  1
        2.2      Special Meetings ..........................................  2
        2.3      Place of Meeting ..........................................  3
        2.4      Conduct of Meeting ........................................  3
        2.5      Notice of Meeting .........................................  3
        2.6      Waiver of Notice ..........................................  3
        2.7      Fixing of Record Date for Determining Shareholders ........  4
        2.8      Shareholders' List ........................................  4
        2.9      Quorum ....................................................  5
        2.10     Manner of Acting ..........................................  5
        2.11     Proxies ...................................................  5
        2.12     Voting of Shares ..........................................  6
        2.13     Voting for Directors ......................................  6
        2.14     Action by Shareholders Without a Meeting ..................  6
        2.15     Voting of Shares by Corporations ..........................  6
                  2.15.1      Shares Held by Another Corporation ...........  6
                  2.15.2      Shares Held by the Corporation ...............  6
        2.16     Acceptance or Rejection of Shareholder Votes,
                 Consents, Waivers and Proxy Appointments ..................  7
                  2.16.1      Documents Bearing Name of Shareholders .......  7
                  2.16.2      Documents Bearing Name of Third Parties ......  7
                  2.16.3      Rejection of Documents .......................  8
SECTION 3.       BOARD OF DIRECTORS ........................................  8
        3.1      General Powers ............................................  8
</TABLE>
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<TABLE>
<CAPTION>
<S>        <C>                                                               <C>
3.2        Number; Procedure for Nomination ...............................   8
            3.2.1       Number of Directors ...............................   8
            3.2.1A      Classified Board ..................................   8
            3.2.2       Procedure for Nomination ..........................   8
3.3        Annual and Regular Meetings ....................................   9
3.4        Special Meetings ...............................................   9
3.5        Meetings by Telecommunications .................................  10
3.6        Notice of Special Meetings .....................................  10
            3.6.1       Personal Delivery .................................  10
            3.6.2       Delivery by Mail ..................................  10
            3.6.3       Delivery by Telegraph .............................  10
            3.6.4       Oral Notice .......................................  10
            3.6.5       Notice by Facsimile Transmission ..................  10
            3.6.6       Notice by Private Courier .........................  11
3.7        Waiver of Notice ...............................................  11
            3.7.1       Written Waiver ....................................  11
            3.7.2       Waiver by Attendance ..............................  11
3.8        Quorum .........................................................  11
3.9        Manner of Acting ...............................................  11
3.10       Presumption of Assent ..........................................  12
3.11       Action by Board or Committees Without a Meeting ................  12
3.12       Resignation ....................................................  12
3.13       Removal ........................................................  12
3.14       Minutes ........................................................  13
3.15       Executive and Other Committees .................................  13
            3.15.1      Creation of Committees ............................  13
            3.15.2      Audit Committee ...................................  13
            3.15.3      Compensation Committee ............................  14
            3.15.4      Authority of Committees ...........................  14
            3.15.5      Minutes of Meetings ...............................  14
            3.15.6      Resignation .......................................  14
</TABLE>
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<TABLE>
<CAPTION>

<S>              <C>                                                         <C>
                  3.15.7       Removal ....................................  14
        3.16     Compensation .............................................  15
SECTION 4.       OFFICERS .................................................  15
        4.1      Number ...................................................  15
        4.2      Appointment and Term of Office ...........................  15
        4.3      Resignation ..............................................  15
        4.4      Removal ..................................................  16
        4.5      Vacancies ................................................  16
        4.6      Chair of the Board .......................................  16
        4.7      President ................................................  16
        4.8      Vice President ...........................................  17
        4.9      Secretary ................................................  17
        4.10     Treasurer ................................................  17
        4.11     Salaries .................................................  18
SECTION 5.       CONTRACTS, LOANS, CHECKS AND DEPOSITS ....................  18
        5.1      Contracts ................................................  18
        5.2      Loans to the Corporation .................................  18
        5.3      Loans to Directors .......................................  18
        5.4      Checks, Drafts, Etc ......................................  18
        5.5      Deposits .................................................  18
SECTION 6.       CERTIFICATES FOR SHARES AND THEIR TRANSFER ...............  19
        6.1      Issuance of Shares .......................................  19
        6.2      Escrow for Shares ........................................  19
        6.3      Certificates for Shares ..................................  19
        6.4      Stock Records ............................................  19
        6.5      Restriction on Transfer ..................................  20
                  6.5.1         Securities Laws ...........................  20
                  6.5.2         Other Restrictions ........................  20
        6.6      Transfer of Shares .......................................  20
</TABLE>
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<TABLE>
<CAPTION>

<S>               <C>                                                        <C>
        6.7       Lost or Destroyed Certificates ..........................  20
        6.8       Transfer Agent and Registrar ............................  20
        6.9       Officer Ceasing to Act ..................................  20
        6.10      Fractional Shares .......................................  21
SECTION 7.        BOOKS AND RECORDS .......................................  21
SECTION 8.        FISCAL YEAR .............................................  21
SECTION 9.        SEAL ....................................................  21
SECTION 10.       INDEMNIFICATION .........................................  21
        10.1      Directors ...............................................  21
        10.2      Officers, Employees and Other Agents ....................  21
        10.3      No Presumption of Bad Faith .............................  21
        10.4      Advances of Expenses ....................................  22
        10.5      Enforcement .............................................  22
        10.6      Nonexclusivity of Rights ................................  23
        10.7      Survival of Rights ......................................  23
        10.8      Insurance ...............................................  23
        10.9      Amendments to Law .......................................  23
        10.10     Savings Clause ..........................................  23
        10.11     Certain Definitions .....................................  24
SECTION 11.       AMENDMENTS ..............................................  25
</TABLE>

TABLE OF CONTENTS                                                 Page iv

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                             SECOND RESTATED BYLAWS
                                       OF
                              CORILLIAN CORPORATION
                            (as amended April 10, 2006)

SECTION 1. OFFICES

      The principal office of the Corporation shall be located at the
principal place of business or such other place as the Board of Directors
(the "Board") may designate. The Corporation may have such other offices,
either within or without the State of Oregon, as the Board may designate or
as the business of the Corporation may require from time to time.

SECTION 2. SHAREHOLDERS

      2.1   ANNUAL MEETING; PROCEDURES

            2.1.1 ANNUAL MEETING

      The annual meeting of the shareholders shall be held on such date as
shall be fixed by resolution of the Board, at the principal office of the
Corporation or such other place as fixed by the Board, for the purpose of
electing Directors and transacting such other business as may properly come
before the meeting. If the day fixed for the annual meeting is a legal
holiday at the place of the meeting, the meeting shall be held on the next
succeeding business day. At any time prior to the commencement of the annual
meeting, the Board may postpone the annual meeting for a period of up to 120
days from the date fixed for such meeting in accordance with this section.

            2.1.2 BUSINESS TO BE CONDUCTED AT ANNUAL MEETING

      Only such business shall be conducted at an annual meeting of
shareholders as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the
direction of the Board, (b) otherwise properly brought before the meeting by
or at the direction of the Board, or (c) otherwise properly brought before
the meeting by a shareholder. For business to be properly brought before an
annual meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary. To be timely, a shareholder's
notice must be delivered to or mailed and received at the principal office of
the corporation not less than 60 days nor more than 90 days prior to the
meeting; provided, that in the event that less than 70 days' notice of the
date of the meeting is given to the shareholders, notice by the shareholder
to be timely must be so received not later than

BYLAWS                                                                    PAGE 1

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the close of business on the seventh day following the day on which such
notice of the date of the meeting was mailed. A shareholder's notice to the
Secretary shall set forth (a) as to each matter the shareholder proposes to
bring before the annual meeting, a brief description of the business proposed
to be brought before the annual meeting, the language of the proposal, if
appropriate, and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the corporation's books,
of the shareholder proposing such business, (c) a representation that the
shareholder is entitled to vote at such meeting and a statement of the class
and number of shares of the corporation which are beneficially owned by the
shareholder, (d) any material interest of the shareholder in such business,
and (e) a representation that the shareholder intends to appear in person or
by proxy at the meeting to present the business specified in the notice.
Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at any annual meeting except in accordance with the procedures
set forth in this Section 2.1.2. The Board or the Chair of the meeting shall,
if the facts warrant, determine (i) that a proposal does not constitute
proper business to be transacted at the meeting, or (ii) that business was
not properly brought before the meeting in accordance with the provisions of
this Section 2.1.2, and, if it is so determined, in either case, any such
business shall not be transacted. The procedures set forth in this Subsection
2.1 for business to be properly brought before an annual meeting by a
shareholder are in addition to, and not in lieu of, the requirements set
forth in Rule 14a-8 under Section 14 of the Securities Exchange Act of 1934,
as amended, or any successor provision.

      2.2   SPECIAL MEETINGS

      The Board, the President or the Chair of the Board may call special
meetings of the shareholders for any purpose. At any special meeting of the
shareholders, only such business as is specified in the notice of such
special meeting given by or at the direction of the Board, the President or
the Chair of the Board, in accordance with Section 2.5 hereof, shall come
before such meeting. The holders of not less than one-tenth of all the
outstanding shares of the Corporation entitled to vote on any issue proposed
to be considered at a proposed special meeting may request that a special
meeting of the shareholders be called, if they date, sign and deliver to the
Corporation's Secretary a written demand for a special meeting setting forth
(a) as to each matter the shareholder proposes to bring before the meeting, a
brief description of the business proposed to be brought before the meeting,
the language of the proposal, if appropriate, and the reasons for conducting
such business at the meeting, (b) the name and address, as they appear on the
corporation's books, of the shareholder proposing such business, (c) a
representation that the shareholder is entitled to vote at such meeting and a
statement of the class and number of shares of the corporation which are
beneficially owned by the shareholder, (d) any material interest of the

BYLAWS                                                                    PAGE 2

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shareholder in such business, and (e) a representation that the shareholder
intends to appear in person or by proxy at the meeting to present the
business specified in the notice.

      2.3   PLACE OF MEETING

      All meetings shall be held at the principal office of the Corporation
or at such other place as designated by the Board.

      2.4   CONDUCT OF MEETING

      The Chair of the meeting shall have the authority to adopt such rules
for the conduct of any annual or special meeting of shareholders as he or she
may deem necessary or appropriate to facilitate orderly meetings.

      2.5   NOTICE OF MEETING

      (a) The Corporation shall cause to be delivered to each shareholder
entitled to notice of or to vote at an annual or special meeting of
shareholders, either personally or by mail, not less than ten (10) nor more
than sixty (60) days before the meeting, written notice stating the date,
time and place of the meeting and, in the case of a special meeting, the
purpose(s) for which the meeting is called.

      (b) Notice to a shareholder of an annual or special shareholder meeting
shall be in writing. Such notice is effective (i) when mailed, if it is
mailed postpaid and is correctly addressed to the shareholder's address shown
in the Corporation's then-current record of shareholders, or (ii) when
received by the shareholder, if it is delivered by telegraph, facsimile
transmission or private courier.

      (c) If an annual or special shareholders' meeting is adjourned to a
different date, time, or place, notice need not be given of the new date,
time, or place if the new date, time, or place is announced at the meeting
before adjournment, unless a new record date for the adjourned meeting is or
must be fixed under Section 2.7(a) of these Bylaws or the Oregon Business
Corporation Act.

      2.6   WAIVER OF NOTICE

      (a) Whenever any notice is required to be given to any shareholder
under the provisions of these Bylaws, the Articles of Incorporation or the
Oregon Business Corporation Act, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, and delivered to the Corporation for inclusion in the minutes
for filing with the corporate records, shall be deemed equivalent to the
giving of such notice.

BYLAWS                                                                    PAGE 3

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      (b) The attendance of a shareholder at a meeting waives objection to
lack of, or defect in, notice of such meeting or of consideration of a
particular matter at the meeting, unless the shareholder, at the beginning of
the meeting or prior to consideration of such matter, objects to holding the
meeting, transacting business at the meeting, or considering the matter when
presented at the meeting.

      2.7   FIXING OF RECORD DATE FOR DETERMINING SHAREHOLDERS

      (a) For the purpose of determining shareholders entitled to notice of,
or to vote at, any meeting of 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 purpose, the Board may fix in
advance a date as the record date for any such determination. Such record
date shall be not more than seventy (70) days, and in case of a meeting of
shareholders, not less than ten (10) days, prior to the date on which the
particular action requiring such determination is to be taken. If no record
date is fixed for the determination of shareholders entitled to notice of or
to vote at a meeting, or to receive payment of a dividend, the date on which
the notice of meeting is mailed or on which the resolution of the Board
declaring such dividend is adopted, as the case may be, shall be the record
date for such determination. Such determination shall apply to any
adjournment of the meeting, provided such adjournment is not set for a date
more than 120 days after the date fixed for the original meeting.

      (b) The record date for the  determination  of shareholders  entitled to
demand a special  shareholder  meeting shall be the date the first shareholder
signs the demand.

      2.8   SHAREHOLDERS' LIST

      (a) Beginning two (2) business days after notice of a meeting of
shareholders is given, a complete alphabetical list of the shareholders
entitled to notice of such meeting shall be made, arranged by voting group,
and within each voting group by class or series, with the address of and
number of shares held by each shareholder. This record shall be kept on file
at the Corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held. On written demand, this
record shall be subject to inspection by any shareholder at any time during
normal business hours. Such record shall also be kept open at such meeting
for inspection by any shareholder.

      (b) A shareholder may, on written demand, copy the shareholders' list
at such shareholder's expense during regular business hours, provided that:

BYLAWS                                                                    PAGE 4

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            (i) Such shareholder's demand is made in good faith and for a
proper purpose;

            (ii) Such shareholder has described with reasonable particularity
such shareholder's purpose in the written demand; and

            (iii) The shareholders' list is directly connected with such
shareholder's purpose.

      2.9   QUORUM

      A majority of the votes entitled to be cast on a matter at a meeting by
a voting group, represented in person or by proxy, shall constitute a quorum
of that voting group for action on that matter at a meeting of the
shareholders. If a quorum is not present for a matter to be acted upon, a
majority of the shares represented at the meeting may adjourn the meeting
from time to time without further notice. If the necessary quorum is present
or represented at a reconvened meeting following such an adjournment, any
business may be transacted that might have been transacted at the meeting as
originally called. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

      2.10  MANNER OF ACTING

      (a) If a quorum exists, action on a matter (other than the election of
Directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless
the affirmative vote of a greater number is required by these Bylaws, the
Articles of Incorporation or the Oregon Business Corporation Act.

      (b) If a matter is to be voted on by a single group, action on that
matter is taken when voted upon by that voting group. If a matter is to be
voted on by two or more voting groups, action on that matter is taken only
when voted upon by each of those voting groups counted separately. Action may
be taken by one voting group on a matter even though no action is taken by
another voting group entitled to vote on such matter.

      2.11  PROXIES

      A shareholder may vote by proxy executed in writing by the shareholder
or by his or her attorney-in-fact. Such proxy shall be effective when
received by the Secretary or other officer or agent authorized to tabulate
votes at the meeting. A proxy shall become invalid eleven (11) months after
the date of its execution, unless

BYLAWS                                                                    PAGE 5

<PAGE>
otherwise expressly provided in the proxy. A proxy for a specified meeting shall
entitle the holder thereof to vote at any adjournment of such meeting but shall
not be valid after the final adjournment thereof.

      2.12  VOTING OF SHARES

      Each outstanding share entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of shareholders.

      2.13  VOTING FOR DIRECTORS

      Each shareholder may vote, in person or by proxy, the number of shares
owned by such shareholder that are entitled to vote at an election of Directors,
for as many persons as there are Directors to be elected and for whose election
such shares have a right to vote. Unless otherwise provided in the Articles of
Incorporation, Directors are elected by a plurality of the votes cast by shares
entitled to vote in the election at a meeting at which a quorum is present.

      2.14  ACTION BY SHAREHOLDERS WITHOUT A MEETING

      Any action which could be taken at a meeting of the shareholders may be
taken without a meeting if a written consent setting forth the action so taken
is signed by all shareholders entitled to vote with respect to the subject
matter thereof. The action shall be effective on the date on which the last
signature is placed on the consent, or at such earlier or later time as is set
forth therein. Such written consent, which shall have the same force and effect
as a unanimous vote of the shareholders, shall be inserted in the minute book as
if it were the minutes of a meeting of the shareholders.

      2.15  VOTING OF SHARES BY CORPORATIONS

      2.15.1 SHARES HELD BY ANOTHER CORPORATION

      Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of such other corporation may prescribe,
or, in the absence of such provision, as the board of directors of such
corporation may determine; provided, however, such shares are not entitled to
vote if the Corporation owns, directly or indirectly, a majority of the shares
entitled to vote for directors of such other corporation.

            2.15.2 SHARES HELD BY THE CORPORATION

      Authorized but unissued shares shall not be voted or counted for
determining whether a quorum exists at any meeting or counted in determining the
total number of

BYLAWS                                                                    PAGE 6

<PAGE>


outstanding shares at any given time. Notwithstanding the foregoing, shares of
its own stock held by the Corporation in a fiduciary capacity may be counted for
purposes of determining whether a quorum exists, and may be voted by the
Corporation.

      2.16  ACCEPTANCE OR REJECTION OF SHAREHOLDER VOTES, CONSENTS, WAIVERS AND
            PROXY APPOINTMENTS

            2.16.1 DOCUMENTS BEARING NAME OF SHAREHOLDERS

      If the name signed on a vote, consent, waiver or proxy appointment
corresponds to the name of a shareholder, the Secretary or other agent
authorized to tabulate votes at the meeting may, if acting in good faith, accept
such vote, consent, waiver or proxy appointment and give it effect as the act of
the shareholder.

            2.16.2 DOCUMENTS BEARING NAME OF THIRD PARTIES

      If the name signed on a vote, consent, waiver or proxy appointment does
not correspond to the name of its shareholder, the Secretary or other agent
authorized to tabulate votes at the meeting may nevertheless, if acting in good
faith, accept such vote, consent, waiver or proxy appointment and give it effect
as the act of the shareholder if:

      (a) The shareholder is an entity and the name signed purports to be
that of an officer or an agent of the entity;

      (b) The name signed purports to be that of an administrator, executor,
guardian or conservator representing the shareholder and, if the Secretary or
other agent requests, acceptable evidence of fiduciary status has been
presented;

      (c) The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder, and, if the Secretary or other agent requests,
acceptable evidence of this status has been presented;

      (d) The name signed purports to be that of a pledgee, beneficial owner or
attorney-in-fact of the shareholder and, if the Secretary or other agent
requests, acceptable evidence of the signatory's authority to sign has been
presented; or

      (e) Two or more persons are the shareholder as cotenants or fiduciaries
and the name signed purports to be the name of at least one of the co-owners and
the person signing appears to be acting on behalf of all co-owners.

BYLAWS                                                                    PAGE 7

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            2.16.3 REJECTION OF DOCUMENTS

      The Secretary or other agent authorized to tabulate votes at the meeting
is entitled to reject a vote, consent, waiver or proxy appointment if such
agent, acting in good faith, has reasonable basis for doubt about the validity
of the signature on it or about the signatory's authority to sign for the
shareholder.

SECTION 3. BOARD OF DIRECTORS

      3.1   GENERAL POWERS

      The business and affairs of the Corporation shall be managed by the Board,
except as may otherwise be provided in these Bylaws, the Articles of
Incorporation or the Oregon Business Corporation Act.

      3.2   NUMBER; PROCEDURE FOR NOMINATION

            3.2.1 NUMBER OF DIRECTORS

      The Board shall be composed of not less than three (3) nor more than nine
(9) Directors, the specific number to be set by resolution of the Board. No
decrease in the number of Directors shall have the effect of shortening the term
of any incumbent Director. All of the Directors of the Corporation shall hold
office until death or removal from office and until their successors are elected
and qualified. Directors need not be shareholders of the Corporation or
residents of the State of Oregon.

            3.2.1A CLASSIFIED BOARD

      Subject to Section 5.1 of the Articles of Incorporation, the Board of
Directors may be divided into three classes, as determined by resolution of
Board, with such classes to be as equal in number as may be possible. Subject to
the foregoing, the Board of Directors may assign the Directors to the classes of
the Board of Directors in any manner. At each annual meeting of shareholders,
the number of Directors equal to the number of Directors in the class whose term
expires at the time of such meeting shall be elected to serve until the third
ensuing annual meeting of shareholders. Notwithstanding any of the foregoing
provisions of this Section 3.2.1A, Directors shall serve until their successors
are elected and qualified or until their earlier death, resignation or removal
from office.

            3.2.2 PROCEDURE FOR NOMINATION

      Only persons who are nominated in accordance with the procedures set forth
in this Section 3.2.2 shall be eligible for election as Directors by the
shareholders. Nominations of persons for election to the Board may be made at a
meeting of shareholders by or at the direction of the Board or by any
shareholder of the corporation entitled to vote for the election of Directors at
the meeting who complies with the notice procedure set forth in this Section
3.2.2. Such nominations, other than those made by or at the direction of the
Board, shall be made pursuant to timely notice in writing to the Secretary. To
be timely, a shareholder's notice shall be delivered to or mailed and received
at the principal executive office of the corporation not less than 60 days nor
more than 90 days prior to the meeting; provided, that in the event that less
than 70 days' notice of the date of the meeting is given to shareholders, notice
by the shareholder to be timely must be so received not later than the close of
business on the seventh day following the day on which such notice of the date
of the meeting was mailed. Such shareholder's notice shall set forth (a) as to
each person whom the shareholder proposes to nominate for election as a
Director, (i) the name, age,

BYLAWS                                                                    PAGE 8

<PAGE>


business and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
corporation that are beneficially owned by such person and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including without limitation such person's written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); and (b) as to the shareholder giving the notice (i) the name and
address, as they appear on the corporation's books, of such shareholder, (ii) a
representation that the shareholder is entitled to vote at such meeting and
statement of the class and number of shares of the corporation that are
beneficially owned by such shareholder and (iii) a representation that the
shareholder intends to appear in person or by proxy at the meeting to make the
nomination specified in the notice. At the request of the Board, any person
nominated by the Board for election as a Director shall furnish to the Secretary
that information required to be set forth in a shareholder's notice of
nomination. The Board or the Chair of the meeting shall, if the facts warrant,
determine that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and, if it is so determined, the defective
nomination shall be disregarded. The procedures set forth in this Subsection
3.2.2 for nomination for the election of Directors by shareholders are in
addition to, and not in limitation of, any procedures now in effect or hereafter
adopted by or at the direction of the Board or any committee thereof.

      3.3   ANNUAL AND REGULAR MEETINGS

      An annual Board meeting shall be held without further notice immediately
after and at the same place as the annual meeting of shareholders.

      By resolution the Board, or any committee thereof, may specify the time
and place for holding regular meetings thereof without other notice than such
resolution.

      3.4   SPECIAL MEETINGS

      Special meetings of the Board or any committee designated by the Board may
be called by or at the request of the Chair of the Board, the Chief Executive
Officer or the President, or by one-third of the Directors then in office and,
in the case of any special meeting of any committee designated by the Board, by
the Chair thereof. The person or persons authorized to call special meetings may
fix any place either within or outside of the State of Oregon as the place for
holding any special Board or committee meeting called by them.

BYLAWS                                                                    PAGE 9

<PAGE>


      3.5   MEETINGS BY TELECOMMUNICATIONS

      Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by use of any means of
communication by which all persons participating may simultaneously hear each
other during the meeting. Participation by such means shall be deemed presence
in person at the meeting.

      3.6   NOTICE OF SPECIAL MEETINGS

      Notice of a special Board or committee meeting stating the date, time and
place of the meeting shall be given to a Director in writing or orally by
telephone or in person as set forth below. Neither the business to be transacted
at, nor the purpose of, any special meeting need be specified in the notice of
such meeting.

            3.6.1 PERSONAL DELIVERY

      If delivery is by personal service, the notice shall be effective if
delivered at such address at least one day before the meeting.

            3.6.2 DELIVERY BY MAIL

      If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail at least two days before the meeting
properly addressed to a Director at his or her address shown on the records of
the Corporation with postage prepaid.

            3.6.3 DELIVERY BY TELEGRAPH

      If notice is delivered by telegraph, the notice shall be deemed effective
if the content thereof is delivered to the telegraph company by such time that
the telegraph company guarantees delivery at least one day before the meeting.

            3.6.4 ORAL NOTICE

      If notice is delivered orally, by telephone or in person, the notice shall
be effective if personally given to a Director at least one day before the
meeting.

            3.6.5 NOTICE BY FACSIMILE TRANSMISSION

      If notice is delivered by facsimile transmission, the notice shall be
deemed effective if the content thereof is transmitted to the office of a
Director, at the facsimile number shown on the records of the Corporation, at
least one day before the

BYLAWS                                                                   PAGE 10

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meeting, and receipt is either confirmed by confirming transmission equipment or
acknowledged by the receiving office.

            3.6.6 NOTICE BY PRIVATE COURIER

      If notice is delivered by private courier, the notice shall be deemed
effective if delivered to the courier, properly addressed and prepaid, by such
time that the courier guarantees delivery at least one day before the meeting.

      3.7   WAIVER OF NOTICE

            3.7.1 WRITTEN WAIVER

      Whenever any notice is required to be given to any Director under the
provisions of these Bylaws, the Articles of Incorporation or the Oregon Business
Corporation Act, a waiver thereof in writing, executed at any time, specifying
the meeting for which notice is waived, signed by the person or persons entitled
to such notice, and filed with the minutes or corporate records, shall be deemed
equivalent to the giving of such notice.

            3.7.2 WAIVER BY ATTENDANCE

      The attendance of a Director at a Board or committee meeting shall
constitute a waiver of notice of such meeting, unless the Director, at the
beginning of the meeting, or promptly upon such Director's arrival, objects to
holding the meeting or transacting any business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

      3.8   QUORUM

      A majority of the number of Directors fixed by or in the manner provided
by these Bylaws shall constitute a quorum for the transaction of business at any
Board meeting.

      3.9   MANNER OF ACTING

      The act of the majority of the Directors present at a Board or committee
meeting at which there is a quorum shall be the act of the Board or committee,
unless the vote of a greater number is required by these Bylaws, the Articles of
Incorporation or the Oregon Business Corporation Act.

BYLAWS                                                                   PAGE 11

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      3.10  PRESUMPTION OF ASSENT

      A Director of the Corporation present at a Board or committee meeting at
which action on any corporate matter is taken shall be deemed to have assented
to the action taken unless such Director objects at the beginning of the
meeting, or promptly upon such Director's arrival, to holding the meeting or
transacting business at the meeting; or such Director's dissent is entered in
the minutes of the meeting; or such Director delivers a written notice of
dissent or abstention to such action with the presiding officer of the meeting
before the adjournment thereof; or such Director forwards such notice by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. A Director who voted in favor of such action may not
thereafter dissent or abstain.

      3.11  ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING

      Any action which could be taken at a meeting of the Board or of any
committee appointed by the Board may be taken without a meeting if a written
consent setting forth the action so taken is signed by each Director or by each
committee member. The action shall be effective when the last signature is
placed on the consent, unless the consent specifies an earlier or later date.
Such written consent, which shall have the same effect as a unanimous vote of
the Directors or such committee, shall be inserted in the minute book as if it
were the minutes of a Board or committee meeting.

      3.12  RESIGNATION

      Any Director may resign at any time by delivering written notice to the
Chair of the Board, the Board, or to the registered office of the Corporation.
Such resignation shall take effect at the time specified in the notice, or if no
time is specified, upon delivery. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Once
delivered, a notice of resignation is irrevocable unless revocation is permitted
by the Board.

      3.13  REMOVAL

      One or more members of the Board (including the entire Board) may be
removed at a meeting of shareholders called expressly for that purpose, provided
that the notice of such meeting states that the purpose, or one of the purposes,
of the meeting is such removal. A member of the Board may be removed with or
without cause, unless the Articles of Incorporation permit removal for cause
only, by a vote of the holders of a majority of the shares then entitled to vote
on the election of the Director(s). A Director may be removed only if the number
of votes cast to remove the Director exceeds the number of votes cast to not
remove the Director. If a

BYLAWS                                                                   PAGE 12

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Director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove such Director.

      3.14  MINUTES

      The Board shall keep minutes of its meetings and shall cause them to be
recorded in books kept for that purpose.

      3.15  EXECUTIVE AND OTHER COMMITTEES

            3.15.1 CREATION OF COMMITTEES

      The Board, by resolution, may appoint standing or temporary committees,
including an Executive Committee, from its own number and consisting of no less
than two (2) Directors. The Board may invest such committee(s) with such powers
as it may see fit, subject to such conditions as may be prescribed by the Board,
these Bylaws, the Articles of Incorporation and the Oregon Business Corporation
Act.

            3.15.2 AUDIT COMMITTEE

      In addition to any other committees appointed pursuant to this Section
3.16, there shall be an Audit Committee, appointed annually by the Board,
consisting of at least three (3) Directors who are independent directors, each
of whom is able to read and understand fundamental financial statements and at
least one (1) Director who has had past employment experience in finance or
accounting, requisite professional experience in accounting, or any other
comparable experience or background which results in the individual's
sophistication. It shall be the responsibility of the Audit Committee to (a)
recommend the selection, retention or replacement of the Corporation's
independent auditor, and ensure the independence of such auditor through an
analysis of written statements delineating all relationships between such
auditor and the Corporation and by engaging in dialogue with such auditor
regarding any such relationships that may impact the objectivity and
independence of such auditor; (b) review the scope and results of the annual
independent audit of the books and records of the Corporation; (c) review the
adequacy of internal accounting, financial and operating controls; (d) review
procedures to ensure compliance with applicable financial reporting requirements
of government agencies; and (e) perform such other duties as shall be assigned
to the Audit Committee by the Board of Directors. The Corporation's independent
auditor shall be ultimately accountable to the Board of Directors and the Audit
Committee, as representatives of the shareholders of the Corporation. The Audit
Committee shall meet at such times and places as the members deem advisable, and
shall make such recommendations to the Board as its members consider
appropriate.

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            3.15.3 COMPENSATION COMMITTEE

      The Board may, in its discretion, designate a Compensation Committee
having at least two (2) Directors, a majority of whom are not members of
management. The duties of the Compensation Committee shall consist of the
following: (a) to establish and review periodically, but not less than annually,
the compensation of the officers of the corporation and to make recommendations
concerning such compensation to the Board; (b) to consider incentive
compensation plans for the employees of the corporation; (c) to carry out the
duties assigned to the Compensation Committee under any stock option plan or
other plan approved by the corporation; (d) to consult with the Chief Executive
Officer or the President concerning any compensation matters deemed appropriate
by the Chief Executive Officer, the President or the Compensation Committee; and
(e) to perform such other duties as shall be assigned to the Compensation
Committee by the Board. The Compensation Committee shall meet at such times and
places as its members deem advisable and shall make such recommendations to the
Board as its members consider appropriate.

            3.15.4 AUTHORITY OF COMMITTEES

      Except as otherwise provided by these Bylaws or by law, each committee
shall have and may exercise all of the authority of the Board to the extent
provided in the resolution of the Board designating the committee and any
subsequent resolutions pertaining thereto and adopted in like manner.

            3.15.5 MINUTES OF MEETINGS

      All committees so appointed shall keep regular minutes of their meetings
and shall cause them to be recorded in books kept for that purpose.

            3.15.6 RESIGNATION

      Any member of any committee may resign at any time by delivering written
notice thereof to the Board, the Chair of the Board or the Corporation. Any such
resignation shall take effect at the time specified in the notice, or if no time
is specified, upon delivery. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective. Once delivered,
a notice of resignation is irrevocable unless revocation is permitted by the
Board.

            3.15.7 REMOVAL

      The Board may remove from office any member of any committee elected or
appointed by it, but only by the affirmative vote of not less than a majority of
the number of Directors fixed by or in the manner provided by these Bylaws.

BYLAWS                                                                   PAGE 14

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      3.16  COMPENSATION

      By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, or a fixed
sum for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
Corporation in any other capacity and receiving compensation therefor.

SECTION 4. OFFICERS

      4.1   NUMBER

      The Officers of the Corporation shall include a President and a Secretary,
each of whom shall be appointed by the Board. A Chair of the Board and a Chief
Executive Officer may be appointed by the Board. The Board may appoint, or may
delegate to the Chair of the Board, Chief Executive Officer or President the
power to appoint, one or more Vice Presidents, a Treasurer and other Officers
and assistant Officers. Such Vice Presidents, Treasurer, other Officers and
assistant Officers shall hold office for such period, and shall have such
authority and perform such duties as are provided in these Bylaws or as may be
provided by resolution of the Board, or the Board may delegate the power to
prescribe their respective terms of office, authority and duties to the Chair of
the Board, Chief Executive Officer or President. Any two or more offices may be
held by the same person.

      4.2   APPOINTMENT AND TERM OF OFFICE

      The President and Secretary of the Corporation shall be appointed annually
by the Board at the Board meeting held after the annual meeting of the
shareholders. The Chair of the Board and Chief Executive Officer of the
Corporation, if any, shall be appointed annually by the Board at the same
meeting. If the appointment of such Officers is not made at such meeting, such
appointment shall be made as soon thereafter as a Board meeting conveniently may
be held. Unless an Officer dies, resigns, or is removed from office, he or she
shall hold office until the next annual meeting of the Board or until his or her
successor is appointed.

      4.3   RESIGNATION

      Any Officer may resign at any time by delivering written notice to the
Corporation. Any such resignation shall take effect at the time specified in
the notice, or if no time is specified, upon delivery. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary
to make it effective. Once

BYLAWS                                                                   PAGE 15

<PAGE>


delivered, a notice of resignation is irrevocable unless revocation is permitted
by the Board.

      4.4   REMOVAL

      Any Officer or agent appointed by the Board may be removed by the Board,
with or without cause, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Any Officer or agent
appointed by the Chair of the Board, Chief Executive Officer or President may be
removed by any such appointing Officer, with or without cause, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Appointment of an Officer or agent shall not of itself create contract
rights.

      4.5   VACANCIES

      A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term, or for a new term established
by the Board. If a resignation is made effective at a later date, and the
Corporation accepts such future effective date, the Board may fill the pending
vacancy before the effective date, if the Board provides that the successor does
not take office until the effective date.

      4.6   CHAIR OF THE BOARD

      If appointed, the Chair of the Board shall perform such duties as shall be
assigned to him or her by the Board from time to time and shall preside over
meetings of the Board and shareholders unless another Officer is appointed or
designated by the Board as Chair of such meeting.

      4.7   PRESIDENT

      The President shall be the chief executive Officer of the Corporation
unless some other Officer is so designated by the Board, shall preside over
meetings of the Board and shareholders in the absence of a Chair of the Board
and, subject to the Board's control, shall supervise and control all of the
assets, business and affairs of the Corporation. The President shall have
authority to sign deeds, mortgages, bonds, contracts, or other instruments,
except when the signing and execution thereof have been expressly delegated by
the Board or by these Bylaws to some other Officer or agent of the Corporation,
or are required by law to be otherwise signed or executed by some other Officer
or in some other manner. In general, the President shall perform all duties
incident to the office of President and such other duties as are prescribed by
the Board from time to time.

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      4.8   VICE PRESIDENT

      In the event of the death of the President or his or her inability to act,
the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so designated, the Vice President first appointed to
such office) shall perform the duties of the President, except as may be limited
by resolution of the Board, with all the powers of and subject to all the
restrictions upon the President. Vice Presidents shall have, to the extent
authorized by the President or the Board, the same powers as the President to
sign deeds, mortgages, bonds, contracts or other instruments. Vice Presidents
shall perform such other duties as from time to time may be assigned to them by
the President or by the Board.

      4.9   SECRETARY

      The Secretary shall (a) prepare and keep the minutes of meetings of the
shareholders and the Board in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be responsible for custody of the corporate
records and seal of the corporation; (d) keep registers of the post office
address of each shareholder and Director; (e) have general charge of the stock
transfer books of the Corporation; and (f) 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 or her by the President or by the Board. In the absence
of the Secretary, an Assistant Secretary may perform the duties of the
Secretary.

      4.10  TREASURER

      If required by the Board, the Treasurer shall give a bond for the faithful
discharge of his or her duties in such amount and with such surety or sureties
as the Board shall determine. The Treasurer shall have charge and custody of 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 banks,
trust companies or other depositories selected in accordance with the provisions
of these Bylaws; and in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
or her by the President or by the Board. In the absence of the Treasurer, an
Assistant Treasurer may perform the duties of the Treasurer.

BYLAWS                                                                   PAGE 17

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      4.11  SALARIES

      The salaries of the Officers shall be fixed from time to time by the Board
or by any person or persons to whom the Board has delegated such authority. No
Officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director of the Corporation.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

      5.1   CONTRACTS

      The Board may authorize any Officer or Officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the Corporation. Such authority may be general or confined to
specific instances.

      5.2   LOANS TO THE CORPORATION

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

      5.3   LOANS TO DIRECTORS
      The Corporation shall not lend money to or guarantee the obligation of a
Director unless (a) the particular loan or guarantee is approved by a majority
of the votes represented by the outstanding voting shares of all classes, voting
as a single voting group, excluding the votes of the shares owned by or voted
under the control of the benefited Director; or (b) the Board determines that
the loan or guarantee benefits the Corporation and either approves the specific
loan or guarantee or a general plan authorizing the loans and guarantees. The
fact that a loan or guarantee is made in violation of this provision shall not
affect the borrower's liability on the loan.

      5.4   CHECKS, DRAFTS, ETC.

      All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such Officer or Officers, or agent or agents, of the Corporation and
in such manner as is from time to time determined by resolution of the Board.

      5.5   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 may select.

BYLAWS                                                                   PAGE 18

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SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

      6.1   ISSUANCE OF SHARES

      No shares of the Corporation shall be issued unless authorized by the
Board, which authorization shall include the maximum number of shares to be
issued and the consideration to be received for each share. Before the
Corporation issues shares, the Board shall determine that the consideration
received or to be received for such shares is adequate. Such determination by
the Board shall be conclusive insofar as the adequacy of consideration for the
issuance of shares relates to whether the shares are validly issued, fully paid
and nonassessable.

      6.2   ESCROW FOR SHARES

      The Board may authorize the placement in escrow of shares issued for a
contract for future services or benefits or a promissory note, or may authorize
other arrangements to restrict the transfer of shares, and may authorize the
crediting of distributions in respect of such shares against their purchase
price, until the services are performed, the note is paid or the benefits
received. If the services are not performed, the note is not paid, or the
benefits are not received, the Board may cancel, in whole or in part, such
shares placed in escrow or restricted and such distributions credited.

      6.3   CERTIFICATES FOR SHARES

      Certificates representing shares of the Corporation shall be in such form
as shall be determined by the Board. Such certificates shall be signed by any
two of the following officers: the Chair of the Board, the President, any Vice
President, the Treasurer, the Secretary or any Assistant Secretary. Any or all
of the signatures on a certificate may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar other than the
Corporation itself or an employee of the Corporation. All certificates shall be
consecutively numbered or otherwise identified.

      6.4   STOCK RECORDS

      The stock transfer books shall be kept at the registered office or
principal place of business of the Corporation or at the office of the
Corporation's transfer agent or registrar. The name and address of each person
to whom certificates for shares are issued, together with the class and number
of shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the Corporation. 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.

BYLAWS                                                                   PAGE 19

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      6.5   RESTRICTION ON TRANSFER

            6.5.1 SECURITIES LAWS

      Except to the extent that the Corporation has obtained an opinion of
counsel acceptable to the Corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
shares of the Corporation shall bear conspicuously on the front or back of the
certificate a legend or legends describing the restriction or restrictions.

            6.5.2 OTHER RESTRICTIONS

      In addition, the front or back of all certificates shall include
conspicuous written notice of any further restrictions which may be imposed on
the transferability of such shares.

      6.6   TRANSFER OF SHARES

      Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and canceled.

      6.7   LOST OR DESTROYED CERTIFICATES

      In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
Corporation as the Board may prescribe.

      6.8   TRANSFER AGENT AND REGISTRAR

      The Board may from time to time appoint one or more Transfer Agents and
one or more Registrars for the shares of the Corporation, with such powers and
duties as the Board shall determine by resolution.

      6.9   OFFICER CEASING TO ACT

      In case any officer who has signed or whose facsimile signature has been
placed upon a stock certificate shall have ceased to be such officer before such

BYLAWS                                                                   PAGE 20

<PAGE>


certificate is issued, it may be issued by the Corporation with the same effect
as if the signer were such officer at the date of its issuance.

      6.10  FRACTIONAL SHARES

      The Corporation shall not issue certificates for fractional shares.

SECTION 7. BOOKS AND RECORDS

      The Corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its shareholders
and Board and such other records as may be necessary or advisable.

SECTION 8. FISCAL YEAR

      The fiscal year of the Corporation shall be the twelve-month period ending
on December 31 of each year, provided that if a different fiscal year is at any
time selected for purposes of federal income taxes, the fiscal year shall be the
year so selected.

SECTION 9. SEAL

      The seal of the Corporation, if any, shall consist of the name of the
Corporation and the state of its incorporation.

SECTION 10. INDEMNIFICATION

      10.1  DIRECTORS

      The Corporation shall indemnify its directors to the fullest extent not
prohibited by law.

      10.2  OFFICERS, EMPLOYEES AND OTHER AGENTS

      The Corporation shall have the power to indemnify its officers, employees
and other agents to the fullest extent not prohibited by law.

      10.3  NO PRESUMPTION OF BAD FAITH

      The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interests of this Corporation,

BYLAWS                                                                   PAGE 21

<PAGE>


or, with respect to any criminal proceeding, that the person had reasonable
cause to believe that the conduct was unlawful.

      10.4  ADVANCES OF EXPENSES

      The expenses incurred by a director in any proceeding shall be paid by the
Corporation in advance at the written request of the director, if the director:

      (a) Furnishes the Corporation a written affirmation of such person's good
faith belief that such person is entitled to be indemnified by the Corporation;
and

      (b) Furnishes the Corporation a written undertaking to repay such advance
to the extent that it is ultimately determined by a court that such person is
not entitled to be indemnified by the Corporation. Such advances shall be made
without regard to the person's ability to repay such expenses and without regard
to the person's ultimate entitlement to indemnification under this Bylaw or
otherwise.

      10.5  ENFORCEMENT

      Without the necessity of entering into an express contract, all rights to
indemnification and advances under this Bylaw shall be deemed to be contractual
rights and be effective to the same extent and as if provided for in a contract
between the Corporation and the director who serves in such capacity at any time
while this Bylaw and any other applicable law, if any, are in effect. Any right
to indemnification or advances granted by this Bylaw to a director shall be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (a) the claim for indemnification or advances is
denied, in whole or in part, or (b) no disposition of such claim is made within
ninety (90) days of request thereof. The claimant in such enforcement action, if
successful in whole or in part, shall be entitled to be also paid the expense of
prosecuting the claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in connection with any
proceeding in advance of its final disposition when the required affirmation and
undertaking have been tendered to the Corporation) that the claimant has not met
the standards of conduct which makes it permissible under the law for the
Corporation to indemnify the claimant, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel or its shareholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because the
claimant has met the applicable standard of conduct, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel
or its shareholders) that the claimant has not met such applicable

BYLAWS                                                                   PAGE 22

<PAGE>


standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

      10.6  NONEXCLUSIVITY OF RIGHTS

      The rights conferred on any person by this Bylaw shall not be exclusive of
any other right which such person may have or hereafter acquire under any
statute, provision of articles of incorporation, bylaws, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in the
person's official capacity and as to action in another capacity while holding
office. The Corporation is specifically authorized to enter into individual
contracts with any or all of its directors, officers, employees or agents
respecting indemnification and advances to the fullest extent not prohibited by
law.

      10.7  SURVIVAL OF RIGHTS

      The rights conferred on any person by this Bylaw shall continue as to a
person who has ceased to be a director, officer, employee or other agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

      10.8  INSURANCE

      To the fullest extent not prohibited by law, the Corporation, upon
approval by the Board of Directors, may purchase insurance on behalf of any
person required or permitted to be indemnified pursuant to this Bylaw.

      10.9  AMENDMENTS TO LAW

      For purposes of this Bylaw, the meaning of "law" within the phrase "to the
fullest extent not prohibited by law" shall include, but not be limited to, the
Oregon Business Corporation Act, as the same exists on the date hereof or as it
may be amended; provided, however, that in the case of any such amendment, such
amendment shall apply only to the extent that it permits the Corporation to
provide broader indemnification rights than the Act permitted the Corporation to
provide prior to such amendment.

      10.10 SAVINGS CLAUSE

      If this Bylaw or any portion hereof shall be invalidated on any ground by
any court of competent jurisdiction, the Corporation shall indemnify each
director to the fullest extent permitted by any applicable portion of this Bylaw
that shall not have been invalidated, or by any other applicable law.

BYLAWS                                                                   PAGE 23

<PAGE>


     10.11    CERTAIN DEFINITIONS

      For the purposes of this Section, the following definitions shall apply:

      (a) The term "proceeding" shall be broadly construed and shall include,
without limitation, the investigation, preparation, prosecution, defense,
settlement and appeal of any threatened, pending or completed action, suit or
proceeding, whether brought in the right of the Corporation or otherwise and
whether civil, criminal, administrative or investigative, in which the director
may be or may have been involved as a party or otherwise by reason of the fact
that the director is or was a director of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.

      (b) The term "expenses" shall be broadly construed and shall include,
without limitation, all costs, charges and expenses (including fees and
disbursements of attorneys, accountants and other experts) actually and
reasonably incurred by a director in connection with any proceeding, all
expenses of investigations, judicial or administrative proceedings or appeals,
and any expenses of establishing a right to indemnification under these Bylaws,
but shall not include amounts paid in settlement, judgments or fines.

      (c) "Corporation" shall mean Corillian Corporation and any successor
corporation thereof.

      (d) Reference to a "director," "officer," "employee" or "agent" of the
Corporation shall include, without limitation, situations where such person is
serving at the request of the Corporation as a director, officer, employee,
trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise.

      (e) References to "other enterprises" shall include employee benefit
plans. References to "fines" shall include any excise taxes assessed on a person
with respect to any employee benefit plan. References to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit
plan, its participants, or beneficiaries. A person who acted in good faith and
in a manner the person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Bylaw.

BYLAWS                                                                   PAGE 24

<PAGE>


SECTION 11. AMENDMENTS

      These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board at any regular or special meeting of the Board. The
shareholders may also make, alter, amend and repeal the Bylaws of the
Corporation by the affirmative vote of at least two-thirds of the shares held by
the members of each voting group entitled to vote on any such amendment. The
shareholders, in amending or repealing a particular Bylaw, may provide expressly
that the Board may not amend or repeal that Bylaw. All Bylaws made by the Board
may be amended, repealed, altered or modified by the shareholders in the manner
set forth above.

      The foregoing Restated Bylaws were adopted by the Board of Directors of
the Corporation on March 2, 2000 and amended on April 10, 2006.


                                    /s/ Erich J. Litch
                                   -----------------------------
                                   Erich J. Litch, Secretary

BYLAWS                                                                   PAGE 25