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Exhibit 3.2 AMERICAN MEDICAL SYSTEMS HOLDINGS, INC. Incorporated Under the Laws of the State of Delaware BY-LAWS
(as amended through March 3, 2004) ARTICLE I
OFFICES. The registered office of the Corporation in Delaware shall be at 1209 Orange
Street in the City of Wilmington, County of New Castle, in the State of
Delaware, and The Corporation Trust Company shall be the resident agent of this
Corporation in charge thereof. The Corporation may also have such other
offices at such other places, within or without the State of Delaware, as the
Board of Directors may from time to time designate or the business of the
Corporation may require. ARTICLE II
STOCKHOLDERS. Section 1. Annual Meeting. The annual meeting of stockholders for the
election of directors and the transaction of any other business shall be held
on such date, in such city and state and at such time and place as may be
designated by the Board of Directors, and set forth in the notice of such
meeting. Section 2. Special Meetings. Special meetings of the stockholders for any
purpose may be called at any time by the Board of Directors, or by the
President, and shall be called by the President at the request of the holders
of a majority of the outstanding shares of capital stock entitled to vote.
Special meetings shall be held at such place or places within or without the
State of Delaware as shall from time to time be designated by the Board of
Directors and stated in the notice of such meeting. At a special meeting no
business shall be transacted and no corporate action shall be taken other than
that stated in the notice of the meeting. Section 3. Notice of Meetings. Written notice of the time and place of
any stockholders meeting, whether annual or special, shall be given to each
stockholder entitled to vote thereat, by personal delivery or by mailing the
same to him at - 1 -




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his address as the same appears upon the records of the Corporation at
least ten (10) days but not more than sixty (60) days before the day of the
meeting. Notice of any adjourned meeting need not be given except by
announcement at the meeting so adjourned, unless otherwise ordered in
connection with such adjournment. Such further notice, if any, shall be given
as may be required by law. Section 4. Quorum. Any number of stockholders, together holding at least
a majority of the capital stock of the Corporation issued and outstanding and
entitled to vote, who shall be present in person or represented by proxy at any
meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws. Section 5. Adjournment of Meetings. If less than a quorum shall attend at
the time for which a meeting shall have been called, the meeting may adjourn
from time to time by a majority vote of the stockholders present or represented
by proxy and entitled to vote without notice other than by announcement at the
meeting until a quorum shall attend. Any meeting at which a quorum is present
may also be adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the stockholders present or represented by
proxy and entitled to vote. At any adjourned meeting at which a quorum shall
be present, any business may be transacted and any corporate action may be
taken which might have been transacted at the meeting as originally called. Section 6. Voting List. The Secretary shall prepare and make, at least
ten days before every election of directors, a complete list of the
stockholders entitled to vote, arranged in alphabetical order and showing the
address of each stockholder and the number of shares of each stockholder. Such
list shall be open at the place where the election is to be held for said ten
days, to the examination of any stockholder, and shall be produced and kept at
the time and place of election during the whole time thereof, and subject to
the inspection of any stockholder who may be present. Section 7. Voting. Each stockholder entitled to vote at any meeting may
vote either in person or by proxy, but no proxy shall be voted on or after
three years from its date, unless said proxy provides for a longer period.
Each stockholder entitled to vote shall at every meeting of the stockholders be
entitled to one vote for each share of stock registered in his name on the
record of stockholders. At all meetings of stockholders all matters, except as
otherwise provided by statute, shall be determined by the affirmative vote of
the majority of shares present in person or by proxy and - 2 -




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entitled to vote on the subject matter. Voting at meetings of
stockholders need not be by written ballot. Section 8. Record Date of Stockholders. The Board of Directors is
authorized to fix in advance a date not exceeding sixty days nor less than ten
days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining the consent of stockholders for
any purposes, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and, in such
case, such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting, and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights,
or to give such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation, after such record date fixed as
aforesaid. Section 9. Action Without Meeting. Any action required or permitted to be
taken at any annual or special meeting of 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 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 meetings of stockholders are
recorded. Delivery made to the Corporations registered office shall be by
hand or by certified or registered mail, return receipt requested. 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. Section 10. Conduct of Meetings. The Chairman of the Board of Directors
or, in his absence the President or any Vice President designated by the
Chairman of the Board, shall preside at all regular or special meetings of
stockholders. To the maximum extent permitted by law, such presiding person
shall have the power to set procedural rules, including but not - 3 -




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limited to rules respecting the time allotted to stockholders to speak,
governing all aspects of the conduct of such meetings. ARTICLE III
DIRECTORS. Section 1. Number and Qualifications: The number of directors which shall
constitute the entire Board of Directors shall not be less than one (1) nor
more than nine (9), which number shall be determined from time to time by the
Board of Directors. The Directors shall be divided into three (3) classes, as
nearly equal in number as possible. The term of office of the first class
shall expire at the 2001 annual meeting of the stockholders of the Corporation;
the term of office of the second class shall expire at the 2002 annual meeting
of the stockholders of the Corporation; and the term of office of the third
class shall expire at the 2003 annual meeting of the stockholders of the
Corporation. At each annual meeting of the stockholders after such
classification, the number of directors equal to the number of the class whose
term expires on the day of such meeting shall be elected for a term of three
(3) years. Directors shall hold office until expiration of the terms for which
they were elected and qualified. The directors need not be stockholders. Section 2. Election of Directors: The directors shall be elected by the
stockholders at the annual meeting of stockholders. Section 3. Duration of Office: The directors chosen at any annual meeting
shall, except as hereinafter provided, hold office until the next annual
election and until their successors are elected and qualify. Section 4. Removal and Resignation of Directors: Any director may be
removed from the Board of Directors, but only for cause, by the holders of a
majority of the shares of capital stock entitled to vote, either by written
consent or consents or at any special meeting of the stockholders called for
that purpose, and the office of such director shall forthwith become vacant. Any director may resign at any time. Such resignation shall take effect at the
time specified therein, and if no time be specified, at the time of its receipt
by the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless so specified therein. Section 5. Filling of Vacancies: Any vacancy among the directors,
occurring from any cause whatsoever, may be filled by - 4 -




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a majority of the remaining directors, though less than a quorum, provided
however, that the stockholders removing any director may at the same meeting
fill the vacancy caused by such removal, and provided further, that if the
directors fail to fill any such vacancy, the stockholders may at any special
meeting called for that purpose fill such vacancy. In case of any increase in
the number of directors, the additional directors may be elected by the
directors in office before such increase. Any person elected to fill a vacancy shall hold office, subject to the right of
removal as hereinbefore provided, until the expiration of the term of the class
for which such director was elected and until his successor is elected and
qualifies. Section 6. Regular Meetings: The Board of Directors shall hold an annual
meeting for the purpose of organization and the transaction of any business
immediately after the annual meeting of the stockholders, provided a quorum of
directors is present. Other regular meetings may be held at such times as may
be determined from time to time by resolution of the Board of Directors. Section 7. Special Meetings: Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors or by the President. Section 8. Notice and Place of Meetings: Meetings of the Board of
Directors may be held at the principal office of the Corporation, or at such
other place as shall be stated in the notice of such meeting. Notice of any
special meeting, and, except as the Board of Directors may otherwise determine
by resolution, notice of any regular meeting also, shall be mailed to each
director addressed to him at his residence or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him
at such place by telegraph or cable, or delivered personally or by telephone,
not later than the day before the day on which the meeting is to be held. No
notice of the annual meeting of the Board of Directors shall be required if it
is held immediately after the annual meeting of the stockholders and if a
quorum is present. Section 9. Business Transacted at Meetings, etc.: Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or
not, unless special notice of such business or proposed action shall be
required by statute. - 5 -




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Section 10. Quorum: A majority of the Board of Directors at any time in
office shall constitute a quorum. At any meeting at which a quorum is present,
the vote of a majority of the members present shall be the act of the Board of
Directors unless the act of a greater number is specifically required by law or
by the Certificate of Incorporation or these By-laws. The members of the Board
shall act only as the Board and the individual members thereof shall not have
any powers as such. Section 11. Compensation: The directors shall not receive any stated
salary for their services as directors, but by resolution of the Board of
Directors a fixed fee and expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall preclude any director from
serving the Corporation in any other capacity, as an officer, agent or
otherwise, and receiving compensation therefor. Section 12. Action Without a Meeting: 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 or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of the Board or committee. Section 13. Meetings Through Use of Communications Equipment: Members of
the Board of Directors, or any committee designated by the Board of Directors,
shall, except as otherwise provided by law, the Certificate of Incorporation or
these By-laws, have the power to participate in a meeting of the Board of
Directors, or any committee, by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence
in person at the meeting. ARTICLE IV
COMMITTEES. Section 1. Executive Committee: The Board of Directors may, by resolution
passed by a majority of the whole Board, designate two or more of their number
to constitute an Executive Committee to hold office at the pleasure of the
Board, which Committee shall, during the intervals between meetings of the
Board of Directors, have and exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
subject only to such restrictions or limitations as the Board of Directors may
from time to time specify, or as limited by the Delaware Corporation Law, and
shall have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. - 6 -




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Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution of a majority of the whole Board of Directors. Any person ceasing to be a director shall ipso facto cease to be a member of
the Executive Committee. Any vacancy in the Executive Committee occurring from any cause whatsoever may
be filled from among the directors by a resolution of a majority of the whole
Board of Directors. Section 2. Other Committees: Other committees, whose members need not be
directors, may be appointed by the Board of Directors or the Executive
Committee, which committees shall hold office for such time and have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors or the Executive Committee. Any member of such a committee may be removed at any time, with or without
cause, by the Board of Directors or the Executive Committee. Any vacancy in a
committee occurring from any cause whatsoever may be filled by the Board of
Directors or the Executive Committee. Section 3. Resignation: Any member of a committee may resign at any time.
Such resignation shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein. Section 4. Quorum: A majority of the members of a committee shall
constitute a quorum. The act of a majority of the members of a committee
present at any meeting at which a quorum is present shall be the act of such
committee. The members of a committee shall act only as a committee, and the
individual members thereof shall not have any powers as such. Section 5. Record of Proceedings, etc.: Each committee shall keep a
record of its acts and proceedings, and shall report the same to the Board of
Directors when and as required by the Board of Directors. Section 6. Organization, Meetings, Notices, etc.: A committee may hold
its meetings at the principal office of the Corporation, or at any other place
which a majority of the committee may at any time agree upon. Each committee
may make such rules as it may deem expedient for the regulation and carrying on
of its meetings and proceedings. Unless otherwise ordered by the Executive
Committee, any notice of a meeting of such committee may be given by the
Secretary of the Corporation - 7 -




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or by the chairman of the committee and shall be sufficiently given if
mailed to each member at his residence or usual place of business at least two
days before the day on which the meeting is to be held, or if sent to him at
such place by telegraph or cable, or delivered personally or by telephone not
later than 24 hours before the time at which the meeting is to be held. Section 7. Compensation: The members of any committee shall be entitled
to such compensation as may be allowed them by resolution of the Board of
Directors. ARTICLE V
OFFICERS. Section 1. Number: The officers of the Corporation shall be a President,
one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a
Treasurer, and one or more Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 of this Article V.
The Board of Directors in its discretion may also elect a Chairman of the Board
of Directors. Section 2. Election, Term of Office and Qualifications: The officers,
except as provided in Section 3 of this Article V, shall be chosen annually by
the Board of Directors. Each such officer shall, except as herein otherwise
provided, hold office until his successor shall have been chosen and shall
qualify. The Chairman of the Board of Directors, if any, and the President
shall be directors of the Corporation, and should any one of them cease to be a
director, he shall ipso facto cease to be such officer. Except as otherwise
provided by law, any number of offices may be held by the same person. Section 3. Other Officers: Other officers, including one or more
additional vice-presidents, assistant secretaries or assistant treasurers, may
from time to time be appointed by the Board of Directors, which other officers
shall have such powers and perform such duties as may be assigned to them by
the Board of Directors or the officer or committee appointing them. Section 4. Removal of Officers: Any officer of the Corporation may be
removed from office, with or without cause, by a vote of a majority of the
Board of Directors. Section 5. Resignation: Any officer of the Corporation may resign at any
time. Such resignation shall be in writing and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be - 8 -




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necessary in order to make it effective, unless so specified therein. Section 6. Filling of Vacancies: A vacancy in any office shall be filled
by the Board of Directors or by the authority appointing the predecessor in
such office. Section 7. Compensation: The compensation of the officers shall be fixed
by the Board of Directors, or by any committee upon whom power in that regard
may be conferred by the Board of Directors. Section 8. Chairman of the Board of Directors: The Chairman of the Board
of Directors shall be a director and shall preside at all meetings of the Board
of Directors at which he shall be present, and shall have such power and
perform such duties as may from time to time be assigned to him by the Board of
Directors. Section 9. Chief Executive Officer: The Chief Executive Officer shall,
when present, preside at all meetings of the stockholders, and, in the absence
of the Chairman of the Board of Directors, at meetings of the Board of
Directors. He shall have power to call special meetings of the stockholders or
of the Board of Directors or of the Executive Committee at any time. He shall
be the chief executive officer of the Corporation, and shall have the general
direction of the business, affairs and property of the Corporation, and of its
several officers, and shall have and exercise all such powers and discharge
such duties as usually pertain to the office of Chief Executive Officer. Section 10. President: The President shall be responsible for the
management of the day-to-day operations of the business of the Corporation
under the supervision of the Chief Executive Officer. If at any time the
office of the Chief Executive Officer is vacant, the President shall perform
the duties and exercise the powers of the Chief Executive Officer, unless
otherwise provided by the Board of Directors. In addition to the general
responsibilities incident to the office of President, he or she shall have such
other powers and perform such additional duties as may from time to time be
assigned by the Board of Directors or the Chief Executive Officer. Section 11. Vice-Presidents: The Vice-Presidents, or any of them, shall,
subject to the direction of the Board of Directors, at the request of the
President or in his absence, or in case of his inability to perform his duties
from any cause, perform the duties of the President, and, when so acting, shall
have all the powers of, and be subject to all restrictions upon, the President.
The Vice-Presidents shall also perform such - 9 -




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other duties as may be assigned to them by the Board of Directors, and the
Board of Directors may determine the order of priority among them. Section 12. Secretary: The Secretary shall perform such duties as are
incident to the office of Secretary, or as may from time to time be assigned to
him by the Board of Directors, or as are prescribed by these By-laws. Section 13. Treasurer: The Treasurer shall perform such duties and have
powers as are usually incident to the office of Treasurer or which may be
assigned to him by the Board of Directors. ARTICLE VI
CAPITAL STOCK. Section 1. Issue of Certificates of Stock: Certificates of capital stock
shall be in such form as shall be approved by the Board of Directors. They
shall be numbered in the order of their issue and shall be signed by the
Chairman of the Board of Directors, the President or one of the
Vice-Presidents, and the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer, and the seal of the Corporation or a facsimile
thereof shall be impressed or affixed or reproduced thereon, provided, however,
that where such certificates are signed by a transfer agent or an assistant
transfer agent or by a transfer clerk acting on behalf of the Corporation and a
registrar, the signature of any such Chairman of the Board of Directors,
President, Vice-President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer may be facsimile. In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on any such certificate or certificates shall cease to be such officer or
officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be adopted
by the Corporation and be issued and delivered as though the person or persons
who signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon have not ceased to be such officer or
officers of the Corporation. Section 2. Registration and Transfer of Shares: The name of each person
owning a share of the capital stock of the Corporation shall be entered on the
books of the Corporation together with the number of shares held by him, the
numbers of the certificates covering such shares and the dates of issue of such
certificates. The shares of stock of the Corporation shall be transferable on
the books of the Corporation by the holders - 10 -




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thereof in person, or by their duly authorized attorneys or legal
representatives, on surrender and cancellation of certificates for a like
number of shares, accompanied by an assignment or power of transfer endorsed
thereon or attached thereto, duly executed, and with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require. A record shall be made of each transfer. The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all certificates
of stock to bear the signature of either or both. Section 3. Lost, Destroyed and Mutilated Certificates: The holder of any
stock of the Corporation shall immediately notify the Corporation of any loss,
theft, destruction or mutilation of the certificates therefor. 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 Board of Directors may, in its discretion, require the owner of the lost,
stolen or destroyed certificate, or his legal representatives, to give the
Corporation a bond, in such sum not exceeding double the value of the stock and
with such surety or sureties as they may require, to indemnify it against any
claim that may be made against it by reason of the issue of such new
certificate and against all other liability in the premises, or may remit such
owner to such remedy or remedies as he may have under the laws of the State of
Delaware. ARTICLE VII
DIVIDENDS, SURPLUS, ETC. Section 1. General Discretion of Directors: The Board of Directors shall
have power to fix and vary the amount to be set aside or reserved as working
capital of the Corporation, or as reserves, or for other proper purposes of the
Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine whether any, if any, part of the surplus or net
profits of the Corporation shall be declared as dividends and paid to the
stockholders, and to fix the date or dates for the payment of dividends. ARTICLE VIII
MISCELLANEOUS PROVISIONS. Section 1. Fiscal Year: The fiscal year of the Corporation shall be
determined by the Board of Directors of the Corporation. - 11 -




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Section 2. Corporate Seal: The corporate seal shall be in such form as
approved by the Board of Directors and may be altered at their pleasure. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise. Section 3. Notices: Except as otherwise expressly provided, any notice
required by these By-laws to be given shall be sufficient if given by
depositing the same in a post office or letter box in a sealed postpaid wrapper
addressed to the person entitled thereto at his address, as the same appears
upon the books of the Corporation, or by telegraphing or cabling the same to
such person at such addresses; and such notice shall be deemed to be given at
the time it is mailed, telegraphed or cabled. Section 4. Waiver of Notice: Any stockholder or director may at any time,
by writing or by telegraph or by cable, waive any notice required to be given
under these By-laws, and if any stockholder or director shall be present at any
meeting his presence shall constitute a waiver of such notice. Section 5. 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, agent or
agents of the Corporation, and in such manner, as shall from time to time be
designated by resolution of the Board of Directors. Section 6. Deposits: All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such bank or banks, trust
companies or other depositories as the Board of Directors may select, and, for
the purpose of such deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by such agents of the Corporation as the Board of Directors or the President
may authorize for that purpose. Section 7. Voting Stock of Other Corporations: Except as otherwise
ordered by the Board of Directors or the Executive Committee, the President or
the Treasurer shall have full power and authority on behalf of the Corporation
to attend and to act and to vote at any meeting of the stockholders of any
corporation of which the Corporation is a stockholder and to execute a proxy to
any other person to represent the Corporation at any such meeting, and at any
such meeting the President or the Treasurer or the holder of any such proxy, as
the case may be, shall possess and may exercise any and all rights and powers - 12 -




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incident to ownership of such stock and which, as owner thereof, the
Corporation might have possessed and exercised if present. The Board of
Directors or the Executive Committee may from time to time confer like powers
upon any other person or persons. Section 8. Indemnification of Officers and Directors: The Corporation
shall indemnify any and all of its directors or officers, including former
directors or officers, and any employee, who shall serve as an officer or
director of any corporation at the request of this Corporation, to the fullest
extent permitted under and in accordance with the laws of the State of
Delaware. ARTICLE IX
AMENDMENTS. The Board of Directors shall have the power to make, rescind, alter, amend
and repeal these By-laws, provided, however, that the stockholders shall have
power to rescind, alter, amend or repeal any by-laws made by the Board of
Directors, and to enact by-laws which if so expressed shall not be rescinded,
altered, amended or repealed by the Board of Directors. No change of the time
or place for the annual meeting of the stockholders for the election of
directors shall be made except in accordance with the laws of the State of
Delaware. Notwithstanding the foregoing, Article III, Section 1, may not be
altered, amended or repealed in whole or in part, unless authorized by the
affirmative vote of the holders of not less than two-thirds (2/3) of the
outstanding voting power entitled to vote, or by a majority of the entire Board
of Directors then in office. Dated: March 3, 2004 - 13 -