Exhibit
3.1




AMENDED
AND RESTATED BYLAWS





OF





TIER
TECHNOLOGIES, INC.


Amended
May 15, 2007
 1


TABLE
OF CONTENTS





PageARTICLE
      I – STOCKHOLDERS1.1
            Place
      of Meetings
            41.2
            Annual
      Meeting
            41.3
            Special
      Meetings
            41.4
            Notice
      of Meetings
            41.5
            Voting
      List
            51.6
            Quorum
            51.7
            Adjournments
            51.8
            Voting
      and Proxies
            51.9
            Action
      at Meeting
            61.10
            Nomination
      of Directors.
            61.11
            Notice
      of Business at Annual Meetings.
            81.12
            Conduct
      of Meetings.
            101.13
            Consent
      Solicitation.
            11ARTICLE
      II – DIRECTORS2.1
            General
      Powers
            132.2
            Number
      of Directors
            132.3
            Election
      of Directors; Term; Qualifications
            132.4
            Quorum
            132.5
            Action
      at Meeting; Organization
            132.6
            Adjournment
            132.7
            Removal
            142.8
            Vacancies
            142.9
            Resignation
            142.10
            Regular
      Meetings
            142.11
            Special
      Meetings
            152.12
            Notice
      of Special Meetings
            152.13
            Meetings
      by Conference Communications Equipment
            152.14
            Action
      by Consent
            152.15
            Committees
            152.16
            Compensation
      of Directors
            16ARTICLE
      III – OFFICERS3.1
            Titles
            163.2
            Election
            173.3
            Qualification
            173.4
            Tenure
            173.5
            Inability
      to Act
            173.6
            Resignation
      and Removal
            173.7
            Vacancies
            173.8
            Chairman
      of the Board
            18




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 2




3.9
            President;
      Chief Executive Officer
            183.10
            Vice
      Presidents
            183.11
            Secretary
      and Assistant Secretaries
            183.12
            Treasurer
      and Assistant Treasurers
            193.13
            Salaries
            19




ARTICLE
      IV – CAPITAL STOCK4.1
            Issuance
      of Stock
            194.2
            Stock
      Certificates; Uncertificated Shares
            194.3
            Transfers
            204.4
            Lost,
      Stolen or Destroyed Certificates
            214.5
            Record
      Date
            21ARTICLE
      V – INSPECTION OF CORPORATE RECORDS5.1
            Inspection
      by Directors
            215.2
            Inspection
      of Corporate Records by Stockholders
            215.3
            Inspection
      of Bylaws by Stockholders
            225.4
            Written
      Form
            22ARTICLE
      VI – GENERAL PROVISIONS6.1
            Fiscal
      Year
            226.2
            Corporate
      Seal
            226.3
            Waiver
      of Notice
            236.4
            Voting
      of Securities
            236.5
            Evidence
      of Authority
            236.6
            Certificate
      of Incorporation
            236.7
            Severability
            236.8
            Pronouns
            23ARTICLE
      VII – AMENDMENTS
            23





Amended
May 15, 2007
 3


ARTICLE
I


STOCKHOLDERS





1.1     Place of
Meetings.  All meetings of stockholders shall be held at such place
as may be designated from time to time by the Board of Directors, the Chairman
of the Board, the Chief Executive Officer or the President or, if not so
designated, at the principal office of the corporation.





1.2     Annual Meeting. 
The annual meeting of stockholders for the election of directors and for the
transaction of such other business as may properly be brought before the meeting
shall be held on a date and at a time designated by the Board of Directors
(which date shall not be a legal holiday in the place where the meeting is to be
held).  If no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu of the annual meeting, and any
action taken at that special meeting shall have the same effect as if it had
been taken at the annual meeting, and in such case all references in these
Bylaws to the annual meeting of the stockholders shall be deemed to refer to
such special meeting.





1.3      Special
Meetings.  Special meetings of stockholders for any purpose or
purposes may be called at any time by the Board of Directors, the Chairman of
the Board, the Chief Executive Officer, or the President, but special meetings
may not be called by any other person or persons. Upon written request to
the Chairman of the Board, the President, any Vice President or the Secretary of
the corporation by any person or persons (other than the Board of Directors)
entitled to call a special meeting of stockholders, such officer shall cause
notice to be given to the stockholders entitled to vote that a meeting will be
held at a time requested by the person or persons calling the meeting, such time
to be not less than 35 nor more than 60 days after receipt of such
request. If such notice is not given within 20 days after receipt of such
request, the person or persons calling the meeting may give notice thereof in
the manner provided by law or in these Bylaws. Business transacted at any
special meeting of stockholders shall be limited to matters relating to the
purpose or purposes stated in the notice of meeting.  Nothing contained in
this Section 1.3 shall be construed as limiting, fixing or affecting the
time or date when a meeting of stockholders called by action of the Board of
Directors may be held.





1.4     Notice of
Meetings.  Except as otherwise provided by law, notice of each
meeting of stockholders, whether annual or special, shall be given not less than
10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting, unless a person entitled to call a special
meeting has requested in writing that the corporation provide not less than 35
nor more than 60 days notice of the special meeting.  Without limiting the
manner by which notice otherwise may be given to stockholders, any notice shall
be effective if given by a form of electronic transmission consented to (in a
manner consistent with the General Corporation Law of the State of Delaware) by
the stockholder to whom the notice is given.  The notices of all meetings
shall state the place, date and time of the meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be




Amended
May 15, 2007
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present
in person and vote at such meeting.  The notice of a special meeting shall
state, in addition, the purpose or purposes for which the meeting is
called.  If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder’s address as it appears on the records of the
corporation.  If notice is given by electronic transmission, such notice
shall be deemed given at the time specified in Section 232 of the General
Corporation Law of the State of Delaware.





1.5     Voting List. 
The Secretary shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, for a period of at least 10
days prior to the meeting: (a) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with notice of the meeting, or (b) during ordinary business hours, at the
principal place of business of the corporation.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.





1.6     Quorum.  Except
as otherwise provided by law, the Certificate of Incorporation or these Bylaws,
the holders of a majority in voting power of the shares of the capital stock of
the corporation issued and outstanding and entitled to vote at the meeting,
present in person, present by means of remote communication in a manner, if any,
authorized by the Board of Directors in its sole discretion, or represented by
proxy, shall constitute a quorum for the transaction of business.  A
quorum, once established at a meeting, shall not be broken by the withdrawal of
enough votes to leave less than a quorum, but any action taken (other than
adjournment and the election of directors) shall be approved by at least a
majority of the voting power required to constitute a quorum.





1.7     Adjournments. 
Any meeting of stockholders may be adjourned from time to time to any other time
and to any other place at which a meeting of stockholders may be held under
these Bylaws by the stockholders present or represented at the meeting and
entitled to vote, although less than a quorum, or, if no stockholder is present,
by any officer entitled to preside at or to act as secretary of such
meeting.  It shall not be necessary to notify any stockholder of any
adjournment of less than 30 days if the time and place of the adjourned
meeting, and the means of remote communication, if any, by which stockholders
and proxyholders may be deemed to be present in person and vote at such
adjourned meeting, are announced at the meeting at which adjournment is taken,
unless after the adjournment a new record date is fixed for the adjourned
meeting.  At the adjourned meeting, the corporation may transact any
business which might have been transacted at the original meeting.





1.8     Voting and
Proxies.  Each stockholder shall have one vote for each share of
stock entitled to vote held of record by such stockholder and a proportionate
vote for each fractional share so held, unless otherwise provided by law or the
Certificate of




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May 15, 2007
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Incorporation. 
Each stockholder of record entitled to vote at a meeting of stockholders may
vote in person (including by means of remote communications, if any, by which
stockholders may be deemed to be present in person and vote at such meeting) or
may authorize another person or persons to vote for such stockholder by a proxy
executed or transmitted in a manner permitted by the General Corporation Law of
the State of Delaware by the stockholder or such stockholder’s authorized agent
and delivered (including by electronic transmission) to the Secretary of the
corporation.  No such proxy shall be voted upon after three years from the
date of its execution, unless the proxy expressly provides for a longer
period.





1.9     Action at
Meeting.  When a quorum is present at any meeting, any matter other
than the election of directors to be voted upon by the stockholders at such
meeting shall be decided by the affirmative vote of the holders of a majority in
voting power of the shares of stock present or represented and voting on such
matter (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, the holders of a majority
in voting power of the shares of stock of that class present or represented and
voting on such matter), except when a different vote is required by law, the
Certificate of Incorporation or these Bylaws.  When a quorum is present at
any meeting, any election by stockholders of directors shall be determined by a
plurality of the votes cast by the stockholders entitled to vote on the
election.





1.10    Nomination of
Directors.


(a)          Except
for (1) any directors entitled to be elected by the holders of preferred stock,
(2) any directors elected in accordance with Section 2.8 hereof by the Board of
Directors to fill a vacancy or newly-created directorships or (3) as otherwise
required by applicable law or stock market regulation, only persons who are
nominated in accordance with the procedures in this Section 1.10 shall be
eligible for election as directors.  Nomination for election to the Board
of Directors at a meeting of stockholders may be made (i) by or at the direction
of the Board of Directors or (ii) by any stockholder of the corporation who (x)
complies with the notice procedures set forth in Section 1.10(b) and (y) is a
stockholder of record on the date of the giving of such notice and on the record
date for the determination of stockholders entitled to vote at such
meeting.


(b)        To
be timely, a stockholder’s notice must be received in writing by the Secretary
at the principal executive offices of the corporation as follows: (i) in the
case of an election of directors at an annual meeting of stockholders, not less
than 60 days nor more than 90 days prior to the first anniversary of the
preceding year’s annual meeting; provided, however, that in the
event that less than 70 days notice or prior public disclosure of the date of
the annual meeting is given or made to stockholders, notice by the stockholder
in order to be timely must be so received not later than the close of business
on the 10th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs.  In no event shall the adjournment or
postponement of an annual meeting (or the public announcement thereof) commence
a new time period (or extend any time period) for the giving of a stockholder’s
notice.


The
stockholder’s notice to the Secretary shall set forth: (A) as to each proposed
nominee (1) such person’s name, age, business address and, if known, residence
address,




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May 15, 2007
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(2)
such person’s principal occupation or employment, (3) the class and number of
shares of stock of the corporation which are beneficially owned by such person,
and (4) any other information concerning such person that must be disclosed as
to nominees in proxy solicitations pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”); (B) as to the
stockholder giving the notice (1) such stockholder’s name and address, as they
appear on the corporation’s books, (2) the class and number of shares of stock
of the corporation which are owned, beneficially and of record, by such
stockholder, (3) a description of all arrangements or understandings between
such stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by
such stockholder, (4) a representation that such stockholder intends to appear
in person or by proxy at the meeting to nominate the person(s) named in its
notice and (5) a representation whether the stockholder intends or is part of a
group which intends (x) to deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the corporation’s outstanding capital
stock required to elect the nominee and/or (y) otherwise to solicit proxies from
stockholders in support of such nomination; and (C) as to the beneficial owner,
if any, on whose behalf the nomination is being made (1) such beneficial owner’s
name and address, (2) the class and number of shares of stock of the corporation
which are beneficially owned by such beneficial owner, (3) a description of all
arrangements or understandings between such beneficial owner and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made and (4) a representation whether the
beneficial owner intends or is part of a group which intends (x) to deliver
a proxy statement and/or form of proxy to holders of at least the percentage of
the corporation’s outstanding capital stock


requirement
to elect the nominee and/or (y) otherwise to solicit proxies from stockholders
in support of such nomination.  In addition, to be effective, the
stockholder’s notice must be accompanied by the written consent of the proposed
nominee to serve as a director if elected.  The corporation may require any
proposed nominee to furnish such other information as may reasonably be required
to determine the eligibility of such proposed nominee to serve as a director of
the corporation.  A stockholder shall not have complied with this Section
1.10(b) if the stockholder (or beneficial owner, if any, on whose behalf the
nomination is made) solicits or does not solicit, as the case may be, proxies in
support of such stockholder’s nominee in contravention of the representations
with respect thereto required by this Section 1.10.


(c)          The
chairman of any meeting shall have the power and duty to determine whether a
nomination was made in accordance with the provisions of this Section 1.10
(including whether the stockholder or beneficial owner, if any, on whose behalf
the nomination is made solicited (or is part of a group which solicited) or did
not so solicit, as the case may be, proxies in support of such stockholder’s
nominee in compliance with the representations with respect thereto required by
this Section 1.10), and if the chairman should determine that a nomination was
not made in accordance with the provisions of this Section 1.10, the chairman
shall so declare to the meeting and such nomination shall be
disregarded.


(d)          Except
as otherwise required by law, nothing in this Section 1.10 shall obligate the
corporation or the Board of Directors to include in any proxy statement or other
stockholder communication distributed on behalf of the corporation or




Amended
May 15, 2007
 7


the
Board of Directors information with respect to any nominee for director
submitted by a stockholder.


(e)          Notwithstanding
the foregoing provisions of this Section 1.10, if the stockholder (or a
qualified representative of the stockholder) does not appear at the annual or
special meeting of stockholders of the corporation to present a nomination, such
nomination shall be disregarded, notwithstanding that proxies in respect of such
vote may have been received by the corporation.  For purposes of this
Section 1.10, to be considered a qualified representative of the stockholder, a
person must be authorized by a written instrument executed by such stockholder
or an electronic transmission delivered by such stockholder to act for such
stockholder as proxy at the meeting of stockholders and such person must produce
such written instrument or electronic transmission, or a reliable reproduction
of the written instrument or electronic transmission, at the meeting of
stockholders.


(f)          For
purposes of this Section 1.10, “public disclosure” shall include disclosure in a
press release reported by the Dow Jones New Service, Associated Press or
comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.





1.11          Notice of Business at Annual
Meetings.


(a)          At
any annual meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting.  To be properly
brought before an annual meeting, business must be (1) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (2) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (3) properly brought before the meeting
by a stockholder.  For business to be properly brought before an annual
meeting by a stockholder, (i) if such business relates to the nomination of a
person for election as a director of the corporation, the procedures in Section
1.10 must be complied with and (ii) if such business relates to any other
matter, the business must constitute a proper matter under Delaware law for
stockholder action and the stockholder must (x) have given timely notice thereof
in writing to the Secretary in accordance with the procedures set forth in
Section 1.11(b) and (y) be a stockholder of record on the date of the giving of
such notice and on the record date for the determination of stockholders
entitled to vote at such annual meeting.


(b)          To
be timely, a stockholder’s notice must be received in writing by the Secretary
at the principal executive offices of the corporation not less than 60 days nor
more than 90 days prior to the first anniversary of the preceding year’s annual
meeting; provided, however, that in the
event that less than 70 days notice or prior public disclosure of the date of
the annual meeting is given or made to stockholders, notice by the stockholder
in order to be timely must be so received not later than the close of business
on the 10th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs.  In no event shall the adjournment or
postponement of an annual meeting (or the public announcement thereof) commence
a new time period (or extend any time period) for the giving of a stockholder’s
notice.




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May 15, 2007
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The
stockholder’s notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (1) a brief description
of the business desired to be brought before the annual meeting, the text
relating to the business (including the text of any resolutions proposed for
consideration and in the event that such business includes a proposal to amend
the Bylaws, the language of the proposed amendment), and the reasons for
conducting such business at the annual meeting, (2) the name and address, as
they appear on the corporation’s books, of the stockholder proposing such
business, and the name and address of the beneficial owner, if any, on whose
behalf the proposal is made, (3) the class and number of shares of stock of the
corporation which are owned, of record and beneficially, by the stockholder and
beneficial owner, if any, (4) a description of all arrangements or
understandings between such stockholder or such beneficial owner, if any, and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of the
stockholder or such beneficial owner, if any, in such business, (5) a
representation that such stockholder intends to appear in person or by proxy at
the annual meeting to bring such business before the meeting and (6) a
representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group which intends (x) to deliver a proxy statement and/or form
of proxy to holders of at least the percentage of the corporation’s outstanding
capital stock required to approve or adopt the proposal and/or (y) otherwise to
solicit proxies from stockholders in support of such proposal. 
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting of stockholders except in accordance with the
procedures set forth in this Section 1.11; provided that any
stockholder proposal which complies with Rule 14a-8 of the proxy rules (or
any successor provision) promulgated under the Securities Exchange Act of 1934,
as amended, and is to be included in the corporation’s proxy statement for an
annual meeting of stockholders shall be deemed to comply with the requirements
of this Section 1.11.  A stockholder shall not have complied with this
Section 1.11(b) if the stockholder (or beneficial owner, if any, on whose behalf
the nomination is made) solicits or does not solicit, as the case may be,
proxies in support of such stockholder’s proposal in contravention of the
representations with respect thereto required by this
Section 1.11.


(c)          The
chairman of any meeting shall have the power and duty to determine whether
business was properly brought before the meeting in accordance with the
provisions of this Section 1.11 (including whether the stockholder or beneficial
owner, if any, on whose behalf the proposal is made solicited (or is part of a
group which solicited) or did not so solicit, as the case may be, proxies in
support of such stockholder’s proposal in compliance with the representation
with respect thereto required by this Section 1.11), and if the chairman should
determine that business was not properly brought before the meeting in
accordance with the provisions of this Section 1.11, the chairman shall so
declare to the meeting and such business shall not be brought before the
meeting.


(d)          Notwithstanding
the foregoing provisions of this Section 1.11, if the stockholder (or a
qualified representative of the stockholder) does not appear at the annual
meeting of stockholders of the corporation to present business, such business
shall not be considered, notwithstanding that proxies in respect of such vote
may have been received by the corporation.  For purposes of this Section
1.11, to be considered a




Amended
May 15, 2007
 9


qualified
representative of the stockholder, a person must be authorized by a written
instrument executed by the such stockholder or an electronic transmission
delivered by such stockholder to act for such stockholder as a proxy at the
meeting of stockholders and such person must produce such written instrument or
electronic transmission, or a reliable reproduction of the written instrument or
electronic transmission, at the meeting of stockholders.


(e)          For
purposes of this Section 1.11, “public disclosure” shall include disclosure in a
press release reported by the Dow Jones New Service, Associated Press or
comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.





1.12        Conduct of
Meetings.


(a)          Meetings
of stockholders shall be presided over by the Chairman of the Board, if any, or
in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the
Vice Chairman’s absence by the Chief Executive Officer, or in the Chief
Executive Officer’s absence, by the President, or in the President’s absence by
a Vice President, or in the absence of all of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen by vote of the stockholders at the
meeting.  The Secretary shall act as secretary of the meeting, but in the
Secretary’s absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.


(b)          The
Board of Directors may adopt by resolution such rules, regulations and
procedures for the conduct of any meeting of stockholders of the corporation as
it shall deem appropriate including, without limitation, such guidelines and
procedures as it may deem appropriate regarding the participation by means of
remote communication of stockholders and proxyholders not physically present at
a meeting.  Except to the extent inconsistent with such rules, regulations
and procedures as adopted by the Board of Directors, the chairman of any meeting
of stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting.  Such
rules, regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants.  Unless and to the extent determined by the Board of
Directors or the chairman of the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary
procedure.


(c)          The
chairman of the meeting shall announce at the meeting when the polls for each
matter to be voted upon at the meeting will be opened and closed.  If no
announcement is made, the polls shall be deemed to have opened when the meeting
is convened and closed upon the final adjournment of the meeting.  After
the




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May 15, 2007
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polls
close, no ballots, proxies or votes or any revocations or changes thereto may be
accepted.


(d)          In
advance of any meeting of stockholders, the Board of Directors, the Chairman of
the Board, the Chief Executive Officer or the President shall appoint one or
more inspectors of election to act at the meeting and make a written report
thereof.  One or more other persons may be designated as alternate
inspectors to replace any inspector who fails to act.  If no inspector or
alternate is present, ready and willing to act at a meeting of stockholders, the
chairman of the meeting shall appoint one or more inspectors to act at the
meeting.  Unless otherwise required by law, inspectors may be officers,
employees or agents of the corporation.  Each inspector, before entering
upon the discharge of such inspector’s duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of such inspector’s ability.  The inspector shall
have the duties prescribed by law and shall take charge of the polls and, when
the vote in completed, shall make a certificate of the result of the vote taken
and of such other facts as may be required by law.





1.13        Consent
Solicitation.


(a)          Any
action which may be taken at any meeting of stockholders may be taken without a
meeting and without prior notice if written consents setting forth the action so
taken are signed by the holders of the outstanding shares 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.  Directors may not be elected by written consent except by
unanimous written consent of all shares entitled to vote for the election of
directors; provided that any vacancy on the Board of Directors (other than a
vacancy created by removal) which has not been filled by the Board of Directors
may be filled by the written consent of a majority of the voting power entitled
to vote for the election of directors.


(b)          In
order that the corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than 10 days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. 
Any stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board of Directors to fix a record date.  The Board of
Directors shall promptly, but in all events within 10 days after the date on
which such a request is received, adopt a resolution fixing the record date
(unless a record date has previously been fixed by the Board of Directors
pursuant to the first sentence of this Section 1.13(b)).  If no record date
has been fixed by the Board of Directors pursuant to the first sentence of this
Section 1.13(b) or otherwise within 10 days of the date on which such a written
request is received, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by applicable law, shall be the first date
after the expiration of such 10-day time period on which a signed written
consent setting forth the action taken or proposed to be taken is 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




Amended
May 15, 2007
 11


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.  If no
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.


(c)          In
the event of the delivery, in the manner provided by this Section 1.13 and
applicable law, to the corporation of a written consent or consents purporting
to authorize or take corporate action and/or related revocations (such written
consent or consents together with any related revocations is referred to in this
section as a “Consent”), the Secretary shall provide for the safekeeping of such
Consent and shall immediately appoint duly qualified and independent inspectors
to:  (i) conduct promptly such reasonable ministerial review as such
inspectors deem necessary or appropriate for the purpose of ascertaining the
sufficiency and validity of such Consent and all matters incident thereto,
including whether holders of shares having the requisite voting power to
authorize or take the action specified in the Consent have given consent; and
(ii) deliver to the Secretary a written report regarding the foregoing. 
For the purpose of permitting the inspector or inspectors to perform such
review, no action by written consent and without a meeting shall be effective
until such inspector or inspectors have completed their review, determined that
the requisite number of valid and unrevoked consents delivered to the
corporation in accordance with this Section 1.13 and applicable law have been
obtained to authorize or take the action specified in the consents, and
certified such determination for entry in the records of the corporation kept
for the purpose of recording the proceedings of meetings of stockholders. 
If after such investigation and report the Secretary shall determine that the
Consent is valid and that holders of shares having the requisite voting power to
authorize or take the action specified in the Consent have given consent, that
fact shall be certified on the records of the corporation kept for the purpose
of recording the proceedings of meetings of stockholders, and the Consent shall
be filed in such records, at which time the Consent shall become effective as
stockholder action.  Nothing contained in this Section 1.13 shall in any
way be construed to suggest or imply that the Board of Directors or any
stockholder shall not be entitled to contest the validity of any consent or
revocation thereof, whether before or after such certification by the
independent inspector or inspectors, or to take any other action (including,
without limitation, the commencement, prosecution or defense of any litigation
with respect thereto, and the seeking of injunctive relief in such
litigation).


(d)          If
the consents of all stockholders entitled to vote have not been solicited in
writing and if the unanimous written consent of all such stockholders shall not
have been received, the Secretary shall give prompt notice of any corporate
action approved by the stockholders without a meeting to those stockholders
entitled to vote on such matters who have not consented thereto in
writing.  This notice shall be given in the manner specified in Section 1.4
above.




Amended
May 15, 2007
 12




ARTICLE
II


DIRECTORS





2.1          General Powers. 
The business and affairs of the corporation shall be managed by or under the
direction of a Board of Directors, who may exercise all of the powers of the
corporation except as otherwise provided by law or the Certificate of
Incorporation.





2.2          Number of
Directors.  The authorized number of directors of the corporation
shall be not less than one; provided that upon
the consummation of the merger of Tier Technologies, Inc., a California
corporation, with and into the corporation, the authorized number of directors
shall be not less than five (5) nor more than nine (9) (which maximum number in
no case shall be greater than two times said minimum, minus one), and the number
of directors initially authorized shall be seven (7).  The exact number of
directors shall be set within these limits from time to time by (a) approval of
the Board of Directors, (b) by the affirmative vote of the holders of at least a
majority of the votes, which all the stockholders would be entitled to cast in
any annual election of directors or class of directors, or (c) the written
consent of stockholders pursuant to Section 1.13 of Article I
above.





2.3          Election of Directors; Term;
Qualifications.  The directors shall be elected at each annual
meeting of stockholders, to hold office until the next annual meeting; provided that the
term of each director shall continue until the election and qualification of a
successor and be subject to such director’s earlier death, resignation or
removal.  Directors need not be stockholders of the
corporation.





2.4          Quorum.  A
majority of the authorized number of directors shall constitute a quorum for the
transaction of business. A meeting at which a quorum is initially present may
continue to transact business, notwithstanding withdrawal of directors, if any
action taken is approved by at least a majority of the number of directors
constituting a quorum for such meeting.





2.5          Action at Meeting;
Organization.  Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present shall
be regarded as the act of the Board of Directors unless a greater number is
required by law or by the Certificate of Incorporation.  The Chairman of
the Board shall preside at every meeting of the Board of Directors, if
present.  If there is no Chairman of the Board or if the Chairman is not
present, a Chairman chosen by a majority of the directors present shall act as
chairman of the meeting. The Secretary of the corporation or, in the absence of
the Secretary, any person appointed by the Chairman, shall act as secretary of
the meeting.





2.6          Adjournment. 
Any meeting of the Board of Directors, whether or not a quorum is present, may
be adjourned to another time and place by the affirmative vote of a majority of
the directors present; provided that, if the
meeting is adjourned for more than twenty-four (24) hours, notice of such
adjournment to another time or place shall be




Amended
May 15, 2007
 13


given
prior to the time of the adjourned meeting to the directors who were not present
at the time of the adjournment.





2.7          Removal.  The
Board of Directors may declare vacant the office of a director who has been
declared of unsound mind by an order of the court or who has been convicted of a
felony.  The entire Board of Directors or any individual director may be
removed from office without cause by the affirmative vote of a majority of the
voting power with respect to such removal; provided that if, in
accordance with the corporation’s Certificate of Incorporation, as may be
amended or restated from time to time, the holders of the shares of any class or
series, voting as a class or series, are entitled to elect one or more
directors, any director so elected may be removed as set forth in the
Certificate of Incorporation, except as may be required by applicable
law.





2.8          Vacancies. 
Subject to the rights of holders of any series of Preferred Stock, any vacancy
or newly created directorships on the Board of Directors, however occurring, may
be filled by vote of a majority of the directors then in office, although less
than a quorum, or by the sole remaining director.  A director elected to
fill a vacancy shall hold office until the next annual meeting of stockholders,
subject to the election and qualification of a successor or until such
director’s earlier death, resignation or removal.





The stockholders may elect a director
at any time to fill any vacancy not filled by the directors.  Except as
otherwise provided in the corporation’s Certificate of Incorporation or as
otherwise required by law, any such election by written consent, other than to
fill a vacancy created by removal, requires the consent of a majority of the
voting power with respect to such director. Except as otherwise provided in the
corporation’s Certificate of Incorporation or as otherwise required by law, any
such election by written consent to fill a vacancy created by removal requires
the consent of all of the voting power with respect to such
director.





If, after the filling of any vacancy by
the directors, the directors then in office who have been elected by the
stockholders constitute less than a majority of the directors then in office,
any holder or holders of an aggregate of five percent (5%) or more of the voting
power at that time and having the right to vote for such directors may call a
special meeting of stockholders to be held to elect directors. The term of
office of any director shall terminate upon such election of a
successor.





2.9          Resignation. 
Any director may resign by delivering a resignation in writing or by electronic
transmission to the corporation at its principal office or to the Chairman of
the Board, the Chief Executive Officer, the President, the Secretary or the
Board of Directors.  Such resignation shall be effective upon receipt
unless it is specified to be effective at some later time or upon the happening
of some later event.  If the resignation specifies effectiveness at a
future time, a successor may be elected pursuant to Section 2.8 above, to take
office on the date the resignation becomes effective.





2.10          Regular
Meetings.  Regular meetings of the Board of Directors may be held
without notice at such time and place as shall be determined from time to time
by




Amended
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 14


the
Board of Directors; provided that any
director who is absent when such a determination is made shall be given notice
of the determination.  A regular meeting of the Board of Directors may be
held without notice immediately after and at the same place as the annual
meeting of stockholders.





2.11          Special
Meetings.  Special meetings of the Board of Directors may be held at
any time and place designated in a call by the Chairman of the Board, the Chief
Executive Officer, the President, two or more directors, or by one director in
the event that there is only a single director in office.





2.12          Notice of Special
Meetings.  Notice of any special meeting of directors shall be given
to each director by the Secretary or by the officer or one of the directors
calling the meeting.  Notice shall be duly given to each director
(a) in person or by telephone at least 24 hours in advance of the
meeting, (b) by sending written notice via reputable overnight courier,
telecopy or electronic mail, or delivering written notice by hand, to such
director’s last known business, home or electronic mail address at least
48 hours in advance of the meeting, or (c) by sending written notice
via first-class mail to such director’s last known business or home address at
least four (4) days in advance of the meeting.  A notice or waiver of
notice of a meeting of the Board of Directors need not specify the purposes of
the meeting.  Notice of any meeting of the Board of Directors need not be
given to any director who signs a waiver of notice of such meeting, or a consent
to holding the meeting or an approval of the minutes thereof, either before or
after the meeting, or who attends the meeting without protesting prior thereto
or at its commencement such director’s lack of notice. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.





2.13          Meetings by Conference
Communications Equipment.  Directors may participate in meetings of
the Board of Directors or any committee thereof by means of conference telephone
or other communications equipment by means of which all persons participating in
the meeting can hear each other, and participation by such means shall
constitute presence in person at such meeting.





2.14          Action by
Consent.  Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board of Directors or committee, as the
case may be, consent to the action in writing or by electronic transmission, and
the written consents or electronic transmissions are filed with the minutes of
proceedings of the Board of Directors or committee.





2.15          Committees. The Board
of Directors may designate one or more committees, each committee to consist of
two or more of the directors of the corporation.  The Board of Directors
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the
committee.  In the absence or disqualification of a member of a committee,
the member or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint




Amended
May 15, 2007
 15


another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.  Any such committee, to the extent provided
in the resolution of the Board of Directors and subject to the provisions of
law, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation and
may authorize the seal of the corporation to be affixed to all papers which may
require it, except with respect to:


(a)          the
approval of any action for which stockholders’ approval or approval of the
outstanding shares also is required by law or the corporation’s Certificate of
Incorporation;


(b)          the
filling of vacancies on the Board of Directors or any of its
committees;


(c)          the
fixing of compensation of directors for serving on the Board of Directors or any
of its committees;


(d)          the
adoption, amendment or repeal of these Bylaws;


(e)          the
amendment or repeal of any resolution of the Board of Directors which by its
express terms is not so amendable or repealable;


(f)          a
distribution to stockholders, except at a rate or in a periodic amount or within
a price range determined by the Board of Directors; or


(g)          the
appointment of other committees of the Board of Directors or the members
thereof.





Each such committee shall keep minutes
and make such reports as the Board of Directors may from time to time
request.  Except as the Board of Directors may otherwise determine, any
committee may make rules for the conduct of its business, but unless otherwise
provided by the directors or in such rules, its business shall be conducted as
nearly as possible in the same manner as is provided in these Bylaws for the
Board of Directors.  Except as otherwise provided in the Certificate of
Incorporation, these Bylaws, or the resolution of the Board of Directors
designating the committee, a committee may create one or more subcommittees,
each subcommittee to consist of one or more members of the committee, and
delegate to a subcommittee any or all of the powers and authority of the
committee.





2.16          Compensation of
Directors.  Directors may be paid such compensation for their
services and such reimbursement for expenses of attendance at meetings as the
Board of Directors may from time to time determine.  No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary entities in any other capacity and receiving compensation for such
service.





ARTICLE
III


OFFICERS





3.1          Titles.  The
officers of the corporation shall consist of a Chief Executive Officer, a
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including a Chairman of the
Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers and




Amended
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 16


Assistant
Secretaries.  The Board of Directors may appoint such other officers as it
may deem appropriate.





3.2           Election.  The
Chief Executive Officer, President, Treasurer and Secretary shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders.  Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.





3.3          Qualification. 
No officer need be a stockholder.  Any two or more offices may be held by
the same person.





3.4          Tenure.  Except
as otherwise provided by law, by the Certificate of Incorporation or by these
Bylaws, each officer shall hold office until such officer’s successor is elected
and qualified, unless a different term is specified in the resolution electing
or appointing such officer, or until such officer’s earlier death, resignation
or removal.





3.5          Inability to
Act.  In the case of absence or inability to act of any officer of
the corporation or of any person authorized by these Bylaws to act in such
officer’s place, the Board of Directors may from time to time delegate the
powers or duties of such officer to any other officer, or any director or other
person whom it may select, for such period of time as the Board of Directors
deems necessary.





3.6          Resignation and
Removal.  Any officer may resign by delivering a written resignation
to the corporation at its principal office or to the Chief Executive Officer,
the President or the Secretary.  Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.  The acceptance of any such resignation
shall not be necessary to make it effective unless otherwise specified in such
notice.





Any officer may be removed at any time,
with or without cause, by vote of a majority of the directors then in office or
by any committee to whom such power of removal has been duly
delegated.





Except as the Board of Directors may
otherwise determine, no officer who resigns or is removed shall have any right
to any compensation as an officer for any period following such officer’s
resignation or removal, or any right to damages on account of such removal,
whether such officer’s compensation be by the month or by the year or otherwise,
unless such compensation is expressly provided for in a duly authorized written
agreement with the corporation.





3.7          Vacancies.  The
Board of Directors may fill any vacancy occurring in any office for any reason
and may, in its discretion, leave unfilled for such period as it may determine
any offices other than those of Chief Executive Officer, President, Treasurer
and Secretary.  Each such successor shall hold office for the unexpired
term of




Amended
May 15, 2007
 17


such
officer’s predecessor and until a successor is elected and qualified, or until
such officer’s earlier death, resignation or removal.





3.8          Chairman of the
Board.  The Board of Directors may appoint from its members a
Chairman of the Board, who need not be an employee or officer of the
corporation.  If the Board of Directors appoints a Chairman of the Board,
such Chairman shall perform such duties and possess such powers as are assigned
by the Board of Directors and, if the Chairman of the Board is also designated
as the corporation’s Chief Executive Officer, or if no Chief Executive Officer
is appointed, shall have the powers and duties of the Chief Executive Officer
prescribed in Section 3.9 of these Bylaws.  Unless otherwise provided by
the Board of Directors, the Chairman of the Board shall preside at all meetings
of the Board of Directors and stockholders.





3.9          President; Chief Executive
Officer.  Unless the Board of Directors has designated the Chairman
of the Board or another person as the corporation’s Chief Executive Officer, the
President shall be the Chief Executive Officer of the corporation.  The
Chief Executive Officer shall have general charge and supervision of the
business of the corporation subject to the direction of the Board of
Directors.  The President shall perform such other duties and shall have
such other powers as the Board of Directors or the Chief Executive Officer (if
the President is not the Chief Executive Officer) may from time to time
prescribe.  In the event of the absence, inability or refusal to act of the
Chief Executive Officer or the President (if the President is not the Chief
Executive Officer), the Vice President (or if there shall be more than one, the
Vice Presidents in the order determined by the Board of Directors) shall perform
the duties of the Chief Executive Officer and when so performing such duties
shall have all the powers of and be subject to all the restrictions upon the
Chief Executive Officer.





3.10          Vice
Presidents.  Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe.  The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.





3.11          Secretary and Assistant
Secretaries.  The Secretary shall perform such duties and shall have
such powers as the Board of Directors or the Chief Executive Officer may from
time to time prescribe.  In addition, the Secretary shall perform such
duties and have such powers as are incident to the office of the secretary,
including without limitation the duty and power to give notices of all meetings
of stockholders and special meetings of the Board of Directors, to attend all
meetings of stockholders and the Board of Directors and keep a record of the
proceedings, to maintain a stock ledger and prepare lists of stockholders and
their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.





Any Assistant Secretary shall perform
such duties and possess such powers as the Board of Directors, the Chief
Executive Officer or the Secretary may from time to time prescribe.  In the
event of the absence, inability or refusal to act of the Secretary, the




Amended
May 15, 2007
 18


Assistant
Secretary (or if there shall be more than one, the Assistant Secretaries in the
order determined by the Board of Directors) shall perform the duties and
exercise the powers of the Secretary.





In the absence of the Secretary or any
Assistant Secretary at any meeting of stockholders or directors, the chairman of
the meeting shall designate a temporary secretary to keep a record of the
meeting.





3.12          Treasurer and Assistant
Treasurers.  The Treasurer shall perform such duties and shall have
such powers as may from time to time be assigned by the Board of Directors or
the Chief Executive Officer.  In addition, the Treasurer shall perform such
duties and have such powers as are incident to the office of treasurer,
including without limitation the duty and power to keep and be responsible for
all funds and securities of the corporation, to deposit funds of the corporation
in depositories selected in accordance with these Bylaws, to disburse such funds
as ordered by the Board of Directors, to make proper accounts of such funds, and
to render as required by the Board of Directors statements of all such
transactions and of the financial condition of the corporation.





The
Assistant Treasurers shall perform such duties and possess such powers as the
Board of Directors, the Chief Executive Officer or the Treasurer may from time
to time prescribe.  In the event of the absence, inability or refusal to
act of the Treasurer, the Assistant Treasurer (or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.





3.13          Salaries. 
Officers of the corporation shall be entitled to such salaries, compensation or
reimbursement as shall be fixed or allowed from time to time by the Board of
Directors.  No officer shall be prohibited from receiving such compensation
by reason of the fact that such officer is also a director of the
corporation.





ARTICLE
IV


CAPITAL
STOCK





4.1          Issuance of
Stock.  Subject to the provisions of the Certificate of
Incorporation, the whole or any part of any unissued balance of the authorized
capital stock of the corporation or the whole or any part of any shares of the
authorized capital stock of the corporation held in the corporation’s treasury
may be issued, sold, transferred or otherwise disposed of by vote of the Board
of Directors in such manner, for such lawful consideration and on such terms as
the Board of Directors may determine.





4.2   Stock Certificates;
Uncertificated Shares.  The shares of the corporation shall be
represented by certificates, provided that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares.  Every holder of stock of
the corporation represented by certificates shall be entitled to have a
certificate, in such form as may be prescribed by law and by the Board of
Directors, representing the number of shares held by such holder registered




Amended
May 15, 2007
 19


in
certificate form.  Each such certificate shall be signed in a manner
that complies with Section 158 of the General Corporation Law of the State of
Delaware.





Each
certificate for shares of stock which are subject to any restriction on transfer
pursuant to the Certificate of Incorporation, these Bylaws, applicable
securities laws or any agreement among any number of stockholders or among such
holders and the corporation shall have conspicuously noted on the face or back
of the certificate either the full text of the restriction or a statement of the
existence of such restriction.





If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of each certificate representing shares of such class or series of
stock, provided that in lieu of the foregoing requirements there may be set
forth on the face or back of each certificate representing shares of such class
or series of stock a statement that the corporation will furnish without charge
to each stockholder who so requests a copy of the full text of the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.





Within
a reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Sections 151, 202(a) or 218(a) of the General Corporation Law of the
State of Delaware or, with respect to Section 151 of General Corporation Law of
the State of Delaware, a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.







4.3   Transfers.  Shares
of stock of the corporation shall be transferable in the manner prescribed by
law and in these Bylaws.  Transfers of shares of stock of the
corporation shall be made only on the books of the corporation or by transfer
agents designated to transfer shares of stock of the
corporation.  Subject to applicable law, shares of stock represented
by certificates shall be transferred only on the books of the corporation by the
surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require.  Except as may be otherwise required by
law, by the Certificate of Incorporation or by these Bylaws, the corporation
shall be entitled to treat the record holder of stock as shown on its books as
the owner of such stock for all purposes, including the payment of dividends and
the right to vote with respect to such stock, regardless of any transfer, pledge
or other




Amended
May 15, 2007
 20


disposition
of such stock until the shares have been transferred on the books of the
corporation in accordance with the requirements of these Bylaws.







4.4          Lost, Stolen or Destroyed
Certificates.  The corporation may issue a new certificate of stock
in place of any previously issued certificate alleged to have been lost, stolen
or destroyed, upon such terms and conditions as the Board of Directors may
prescribe, including the presentation of reasonable evidence of such loss, theft
or destruction and the giving of such indemnity and posting of such bond as the
Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.





4.5          Record Date. 
The Board of Directors may fix in advance a date as a record date for the
determination of the stockholders entitled to notice of or to vote at any
meeting of stockholders, or entitled to receive payment of any dividend or other
distribution or allotment of any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action.  Such
record date shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other action to which such
record date relates.





If
no record date is fixed, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day before the day on which notice is given, or, if notice is
waived, at the close of business on the day before the day on which the meeting
is held.  If no record date is fixed, the record date for determining
stockholders for any other purpose other than stockholder action by consent
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating to such purpose.





A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned
meeting.





ARTICLE
V


INSPECTION
OF CORPORATE RECORDS





5.1          Inspection by
Directors.  Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records, and documents of every
kind of the corporation and any of its subsidiaries and to inspect the physical
properties of the corporation and any of its subsidiaries.  Such inspection
may be made by the director in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.





5.2          Inspection of Corporate
Records by Stockholders.  (a) A stockholder or stockholders holding
at least five percent in the aggregate of the outstanding voting shares of the
corporation or who hold at least one percent of such voting shares and have
filed a Schedule 14A with the United States Securities and Exchange Commission




Amended
May 15, 2007
 21


relating
to the election of directors of the corporation shall have an absolute right to
do either or both of the following:





(i)          Inspect
      and copy the record of stockholders’ names and addresses and shareholdings
      during usual business hours upon five business days’ prior written demand
      upon the corporation; or(ii)          Obtain
      from the transfer agent, if any, for the corporation, upon five business
      days’ prior written demand and upon the tender of its usual charges for
      such a list (the amount of which charges shall be stated to the
      stockholder by the transfer agent upon request), a list of the
      stockholders’ names and addresses who are entitled to vote for the
      election of directors and their shareholdings, as of the most recent
      record date for which it has been compiled or as of a date specified by
      the stockholder subsequent to the date of
  demand.


(b)          The
record of stockholders shall also be open to inspection and copying by any
stockholder or holder of a voting trust certificate at any time during usual
business hours upon written demand on the corporation, for a purpose reasonably
related to such holder’s interest as a stockholder or holder of a voting trust
certificate.


(c)          The
accounting books and records and minutes of proceedings of the stockholders and
the Board of Directors and of any committees of the Board of Directors of the
corporation and of each of its subsidiaries shall be open to inspection, copying
and making extracts upon written demand on the corporation of any stockholder or
holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder’s interests as a
stockholder or as a holder of such voting trust certificate.


(d)          Any
inspection, copying, and making of extracts may be done in person or by agent or
attorney.





5.3          Inspection of Bylaws by
Stockholders.  The original or a copy of these Bylaws shall be kept
as provided in these Bylaws and shall be open to inspection by the stockholders
at all reasonable times during office hours.





5.4          Written Form. 
If any record subject to inspection pursuant to Sections 5.2 or 5.3 above is not
maintained in written form, a request for inspection is not complied with unless
and until the corporation at its expense makes such record available in written
form.





ARTICLE
VI


GENERAL
PROVISIONS





6.1          Fiscal Year. 
Except as from time to time otherwise designated by the Board of Directors, the
fiscal year of the corporation shall begin on the first day of October of each
year and end on the last day of September in each year.





6.2          Corporate Seal. 
The corporate seal shall be in such form as shall be approved by the Board of
Directors.




Amended
May 15, 2007
 22





6.3          Waiver of
Notice.  Whenever notice is required to be given by law, by the
Certificate of Incorporation or by these Bylaws, a written waiver signed by the
person entitled to notice, or a waiver by electronic transmission by the person
entitled to notice, whether before, at or after the time stated in such notice,
shall be deemed equivalent to notice.  Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.





6.4          Voting of
Securities.  Except as the Board of Directors may otherwise
designate, the Chief Executive Officer, the President or the Treasurer may waive
notice of, and act as, or appoint any person or persons to act as, proxy or
attorney-in-fact for this corporation (with or without power of substitution) at
any meeting of stockholders or securityholders of any other entity, the
securities of which may be held by this corporation.





6.5          Evidence of
Authority.  A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the corporation shall
as to all persons who rely on the certificate in good faith be conclusive
evidence of such action.





6.6          Certificate of
Incorporation.  All references in these Bylaws to the Certificate of
Incorporation shall be deemed to refer to the Certificate of Incorporation of
the corporation, as amended and in effect from time to time.





6.7          Severability. 
Any determination that any provision of these Bylaws is for any reason
inapplicable, illegal or ineffective shall not affect or invalidate any other
provision of these Bylaws.





6.8          Pronouns.  All
pronouns used in these Bylaws shall be deemed to refer to the masculine,
feminine or neuter, singular or plural, as the identity of the person or persons
may require.





ARTICLE
VII


AMENDMENTS





These
Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws
may be adopted by the Board of Directors or by the stockholders as provided in
the Certificate of Incorporation.





Amended
May 15, 2007
 23