**Exhibit 3.4**

 

**RESOLUTIONS BY THE UNANIMOUS**

**WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF**

**VARI-LITE INTERNATIONAL, INC.**

** **

**February15, 2002**

** **

**Pursuant to Section 141(f) ofthe Delaware General Corporation Law, the undersigned, being all of thedirectors of Vari-Lite International, Inc., a Delaware corporation (the“Company”), hereby declare that when they have signed this consent, or acounterpart hereof, the following resolutions shall then be consented to,approved of and adopted to the same extent and to have the same force andeffect as if adopted at a special meeting of the Board of Directors (the“Board”) duly called and held for the purpose of acting upon proposals to adoptsuch resolutions:**

** **

**WHEREAS**, the Board deems and declares it desirable for, and in thebest interests of, the Company and its stockholders to amend the By-Laws of theCompany to more accurately reflect provisions contained in the Certificate ofIncorporation of the Company; and

** **

**WHEREAS**, the Boardis empowered by the Delaware General Corporation Law and Article Nine andArticle Fifteen of the Certificate of Incorporation of the Company to amend theBy-Laws;

** **

**NOW, THEREFORE, BE ITRESOLVED**,that Article III, Section 6 of the By-Laws of the Company be amended in itsentirety to read as follows:

** **

**“Section 6.  Vacancies.  Vacancies and newly created directorships resulting from anyincrease in the authorized number of directors may be filled only by a majorityof the directors then serving, though less than a quorum, or by a sole remainingdirector.  Directors so chosen shallserve for a term expiring at the annual meeting of stockholders at which theterm of the class to which they have been elected expires or until theirsuccessors are duly elected and qualified, unless sooner displaced.  If there are no directors then serving, thenan election of directors may be held in the manner provided by statute.”**

** **

**RESOLVED FURTHER**, that the Secretary of the Company be, and hereby is,authorized and directed to certify a copy of the First Amendment to the By-Lawsof the Company as the First Amendment to the By-Laws of the Company effectiveas of February 15, 2002 and insert such copy in the minute book of the Company;and

** **

----

 

**RESOLVED FURTHER**, that the officers of the Company be and hereby areauthorized, empowered and directed to do or cause to be done all other thingsand acts, to execute and deliver or cause to be executed and delivered allother instruments, documents and certificates and to pay or cause to be paidall costs, fees, expenses and taxes as may be, in their sole judgment,necessary, proper or advisable in order to carry out and comply with thepurposes and intent of the foregoing resolutions; and that all of the acts anddeeds of the officers of the Company which are consistent with the purposes andintent of such resolutions be and hereby are, in all respects, approved,confirmed and adopted as the acts and deeds of the Company.

** **

**IN WITNESS WHEREOF, theundersigned, being all of the directors of the Company, have executed thisconsent as of the date first above written.**

** **
|   | **/s/ H.R. Brutsche ́ III** |
|--------|---------------------------------|
|   | **H.R. Brutsche ́ III**     |
|   |                            |
|   | **/s/ James H. Clark, Jr.**     |
|   | **James H. Clark, Jr.**         |
|   |                            |
|   | **/s/ John D. Maxson**          |
|   | **John D. Maxson**              |
|   |                            |
|   | **/s/ John R. Rettberg**        |
|   | **John R. Rettberg**            |
|   |                            |
|   | **/s/ William C. Scott**        |
|   | **William C. Scott**            |
|   |                            |
|   | **/s/ J. Anthony Smith**        |
|   | **J. Anthony Smith**            |
|   |                            |
|   | **/s/ J.R.K. Tinkle**           |
|   | **J.R.K. Tinkle**               |

 

2

----

 

**CERTIFICATEOF AMENDMENT**

**TOTHE BY-LAWS**

** **

**The undersigned Secretary ofVari-Lite International, Inc., a Delaware corporation (the “Company”), herebycertifies that the following is an amendment to the By-Laws of the Companyadopted by the Board of Directors of the Company effective as of February 15,2002:**

** **

**“Section 6.  Vacancies.  Vacancies and newly created directorships resulting from anyincrease in the authorized number of directors may be filled only by a majorityof the directors then serving, though less than a quorum, or by a soleremaining director.  Directors so chosenshall serve for a term expiring at the annual meeting of stockholders at whichthe term of the class to which they have been elected expires or until theirsuccessors are duly elected and qualified, unless sooner displaced.  If there are no directors then serving, thenan election of directors may be held in the manner provided by statute.”**

** **
|   | **/s/ Jerome L. Trojan III**        |
|--------|-------------------------------------|
|   | **Jerome L. Trojan III, Secretary** |

**3**

----