Exhibit
        3.2
 
 
 
 
 
 
 
 
 
 AMENDED
        AND RESTATED BYLAWS
 
 OF
 
 TIER
        TECHNOLOGIES, INC.
 
  
  TABLE
        OF CONTENTS
  PageARTICLE
                    I –  STOCKHOLDERS1.1
                Place
                    of Meetings
                11.2
                Annual
                    Meeting
                11.3
                Special
                    Meetings
                11.4
                Notice
                    of Meetings
                11.5
                Voting
                    List
                21.6
                Quorum
                21.7
                Adjournments
                21.8
                Voting
                    and Proxies
                21.9
                Action
                    at Meeting
                31.10
                Nomination
                    of Directors
                31.11
                Notice
                    of Business at Annual Meetings
                51.12
                Conduct
                    of Meetings
                81.13
                Consent
                    Solicitation
                8ARTICLE
                    II – DIRECTORS2.1
                General
                    Powers
                92.2
                Number
                    of Directors
                92.3
                Election
                    of Directors; Term; Qualifications
                102.4
                Quorum
                102.5
                Action
                    at Meeting; Organization
                102.6
                Adjournment
                102.7
                Removal
                102.8
                Vacancies
                112.9
                Resignation
                112.10
                Regular
                    Meetings
                112.11
                Special
                    Meetings
                112.12
                Notice
                    of Special Meetings
                112.13
                Meetings
                    by Conference Communications Equipment
                122.14
                Action
                    by Consent
                122.15
                Committees
                122.16
                Compensation
                    of Directors
                13
  ARTICLE
                    III – OFFICERS3.1
                Titles
                133.2
                Election
                13
  i
  Page3.3
                    Qualification
                    133.4
                    Tenure3.5
                    Inability
                        to Act
                    143.6
                    Resignation
                        and Removal
                    143.7
                    Vacancies
                    143.8
                    Chairman
                        of the Board
                    143.9
                    President;
                        Chief Executive Officer
                    143.10
                    Vice
                        Presidents
                    153.11
                    Secretary
                        and Assistant Secretaries
                    153.12
                    Treasurer
                        and Assistant Treasurers
                    153.13
                    Salaries
                    16ARTICLE
                        IV – CAPITAL STOCK4.1
                    Issuance
                        of Stock
                    164.2
                    Certificates
                        of Stock
                    164.3
                    Transfers
                    164.4
                    Lost,
                        Stolen or Destroyed Certificates
                    174.5
                    Record
                        Date
                    17ARTICLE
                        V – INSPECTION OF CORPORATE RECORDS5.1
                    Inspection
                        by Directors
                    175.2
                    Inspection
                        of Corporate Records by Stockholders
                    185.3
                    Inspection
                        of Bylaws by Stockholders
                    185.4
                    Written
                        Form
                    18ARTICLE
                        VI – GENERAL PROVISIONS6.1
                    Fiscal
                        Year
                    196.2
                    Corporate
                        Seal
                    196.3
                    Waiver
                        of Notice
                    196.4
                    Voting
                        of Securities
                    196.5
                    Evidence
                        of Authority
                    196.6
                    Certificate
                        of Incorporation
                    196.7
                    Severability
                    196.8
                    Pronouns
                    19ARTICLE
                      VII – AMENDMENTS
                    20
  ii
 
 
 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, the President or the holders of shares
        entitled to cast not less than 10% of the voting power at such special meeting,
        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
 
  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 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
 2
  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, (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
 3
  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 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
 4
  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.
 
 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
 5
  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 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.
 6
 
 (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 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
 7
  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 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.
 8
 
 (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.
 
 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
 9
  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 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.
 10
 
 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 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
 11
  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 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;
 12
 
 (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 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
 13
  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 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
 14
  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 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
 15
  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 Certificates
        of
        Stock.  Every holder of stock of the corporation shall be entitled to
        have a certificate, in such form as may be prescribed by law and by the Board
        of
        Directors, certifying the number and class of shares owned by such holder
        in the
        corporation.  Each such certificate shall be signed by, or in the name
        of the corporation by, the Chairman or Vice Chairman, if any, of the Board
        of
        Directors, or the President or a Vice President, and the Treasurer or an
        Assistant Treasurer, or the Secretary or an Assistant Secretary of the
        corporation.  Any or all of the signatures on the certificate may be a
        facsimile.  In case any officer, transfer agent or registrar who has
        signed or whose facsimile signature has been placed upon a certificate shall
        have ceased to be such officer, transfer agent or registrar before such
        certificate is issued, it may be issued by the corporation with the same
        effect
        as if such person were an officer, transfer agent or registrar at the date
        of
        issue.
 
 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.
 
 There
        shall be set forth on the face or
        back of each certificate representing shares of such class or series of stock
        of
        the corporation 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.
 
 4.3 Transfers.  Except
        as otherwise established by rules and regulations adopted by the Board of
        Directors, and subject to applicable law, shares of stock may be transferred
        on
        the
 16
  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 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.
 17
 
 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 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)           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.
 18
 
 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.
 
 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.
 19
 
 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.
  20
  **Amendment
        No. 1 to the**
 **Amended
        and Restated Bylaws of Tier Technologies, Inc.**
  Section 1.3
        of the Tier Technologies, Inc. Bylaws is amended and restated to read as
        follows:
  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.
 
  Adopted
        by the Board of Directors
        on January 10, 2006
  
  **Amendment
        No. 2**
 **To
        Amended and Restated Bylaws of Tier Technologies, Inc.**
 
 Sections
        4.2 and 4.3 supersede Sections 4.2 and 4.3, respectively, of the Company’s
        Bylaws in their entirety:
 
 
 “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 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 disposition of such stock until
        the
        shares have been transferred on the books of the corporation in accordance
        with
        the requirements of these Bylaws.”
  Adopted
        by the Board of Directors on May 15, 2007