Exhibit 3.3
                          AMENDED AND RESTATED BYLAWS
                                       OF
                              MICREL, INCORPORATED
                           (A California Corporation)

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                               TABLE OF CONTENTS
                                                                          Page

ARTICLE I                                                                   1
   1.1   PRINCIPAL OFFICE                                                   1
   1.2   OTHER OFFICES                                                      1

ARTICLE II                                                                  1
   2.1   PLACE OF MEETINGS                                                  1
   2.2   ANNUAL MEETING                                                     1
   2.3   SPECIAL MEETING                                                    2
   2.4   NOTICE OF SHAREHOLDERS' MEETINGS                                   2
   2.5   MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE                       3
   2.6   QUORUM                                                             3
   2.7   ADJOURNED MEETING; NOTICE                                          3
   2.8   VOTING                                                             4
   2.9   VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT                  4
   2.10   SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING           5
   2.11   RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS       6
   2.12   PROXIES                                                           6
   2.13   INSPECTORS OF ELECTION                                            7

ARTICLE III                                                                 7
   3.1   POWERS                                                             7
   3.2   NUMBER OF DIRECTORS                                                7
   3.3   ELECTION AND TERM OF OFFICE OF DIRECTORS                           8
   3.4   REMOVAL                                                            8
   3.5   RESIGNATION AND VACANCIES                                          8
   3.6   PLACE OF MEETINGS; MEETINGS BY TELEPHONE                           9
   3.7   REGULAR MEETINGS                                                   9
   3.8   SPECIAL MEETINGS; NOTICE                                           9
   3.9   QUORUM                                                            10
   3.10   WAIVER OF NOTICE                                                 10
   3.11   ADJOURNMENT                                                      10
   3.12   NOTICE OF ADJOURNMENT                                            10
   3.13   BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING                11
   3.14   FEES AND COMPENSATION OF DIRECTORS                               11
   3.15   APPROVAL OF LOANS TO OFFICERS                                    11

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                               TABLE OF CONTENTS
                                (Continued)                              Page



ARTICLE IV                                                                 11
   4.1   COMMITTEES OF DIRECTORS                                           11
   4.2   MEETINGS AND ACTION OF COMMITTEES                                 12


ARTICLE V                                                                  12
   5.1   OFFICERS                                                          12
   5.2   ELECTION OF OFFICERS                                              13
   5.3   SUBORDINATE OFFICERS                                              13
   5.4   REMOVAL AND RESIGNATION OF OFFICERS                               13
   5.5   VACANCIES IN OFFICES                                              13
   5.6   CHAIRMAN OF THE BOARD                                             13
   5.7   PRESIDENT                                                         13
   5.8   VICE PRESIDENTS                                                   14
   5.9   SECRETARY                                                         14
   5.10   CHIEF FINANCIAL OFFICER                                          15


ARTICLE VI                                                                 15
   6.1   INDEMNIFICATION OF DIRECTORS AND OFFICERS                         15
   6.2   INDEMNIFICATION OF OTHERS                                         15
   6.3   PAYMENT OF EXPENSES IN ADVANCE                                    16
   6.4   INDEMNITY NOT EXCLUSIVE                                           16
   6.5   INSURANCE INDEMNIFICATION                                         16
   6.6   CONFLICTS                                                         16


ARTICLE VII                                                                17
   7.1   MAINTENANCE AND INSPECTION OF SHARE REGISTER                      17
   7.2   MAINTENANCE AND INSPECTION OF BYLAWS                              17
   7.3   MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS             17
   7.4   INSPECTION BY DIRECTORS                                           18
   7.5   ANNUAL REPORT TO SHAREHOLDERS; WAIVER                             18
   7.6   REPRESENTATION OF SHARES OF OTHER CORPORATIONS                    18


ARTICLE VIII                                                               19
   8.1   RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING             19
   8.2   CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS                         19
   8.3   CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED                19
   8.4   CERTIFICATES FOR SHARES                                           19
   8.5   LOST CERTIFICATES                                                 20
   8.6   CONSTRUCTION; DEFINITIONS                                         20

                                      -ii-<PAGE>


                               TABLE OF CONTENTS
                                (Continued)                              Page



ARTICLE IX                                                                 20
   9.1   AMENDMENT BY SHAREHOLDERS                                         20
   9.2   AMENDMENT BY DIRECTORS                                            20

                                      -iii-<PAGE>

                          AMENDED AND RESTATED BYLAWS
                                       OF
                              MICREL, INCORPORATED
                                   ARTICLE I
                               CORPORATE OFFICES

       1.1   PRINCIPAL OFFICE
       The board of directors shall fix the location of the principal executive
office of the corporation at any place within or outside the State of
California.  If the principal executive office is located outside such state
and the corporation has one or more business offices in such state, then the
board of directors shall fix and designate a principal business office in the
State of California.

       1.2   OTHER OFFICES
       The board of directors may at any time establish branch or subordinate
offices at any place or places.
                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

       2.1   PLACE OF MEETINGS
       Meetings of shareholders shall be held at any place within or outside
the State of California designated by the board of directors.  In the absence
of any such designation, shareholders' meetings shall be held at the principal
executive office of the corporation.

       2.2   ANNUAL MEETING
       The annual meeting of shareholders shall be held each year on a date and
at a time designated by the board of directors.  At each annual meeting
directors shall be elected and any other proper business may be transacted.

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       2.3   SPECIAL MEETING
       A special meeting of the shareholders may be called at any time by the
board of directors, or by the chairman of the board, or by the president, or
by one or more shareholders holding shares in the aggregate entitled to cast
not less than ten percent (10%) of the votes at that meeting.

       If a special meeting is called by any person or persons other than the
board of directors or the president or the chairman of the board, then the
request shall be in writing, specifying the time of such meeting and the
general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chairman of the board, the president, any vice
president or the secretary of the corporation.  The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled
to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these
bylaws, that a meeting will be held at the time requested by the person or
persons calling the meeting, so long as that time is not less than thirty-five
(35) nor more than sixty (60) days after the receipt of the request.  If the
notice is not given within twenty (20) days after receipt of the request, then
the person or persons requesting the meeting may give the notice.  Nothing
contained in this paragraph of this Section 2.3 shall be construed as
limiting, fixing or affecting the time when a meeting of shareholders called
by action of the board of directors may be held.

       2.4   NOTICE OF SHAREHOLDERS' MEETINGS
       All notices of meetings of shareholders shall be sent or otherwise given
in accordance with Section 2.5 of these bylaws not less than ten (10) (or, if
sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty (30))
nor more than sixty (60) days before the date of the meeting.  The notice
shall specify the place, date, and hour of the meeting and (i) in the case of
a special meeting, the general nature of the business to be transacted (no
business other than that specified in the notice may be transacted) or (ii) in
the case of the annual meeting, those matters which the board of directors, at
the time of giving the notice, intends to present for action by the
shareholders (but subject to the provisions of the next paragraph of this
Section 2.4 any proper matter may be presented at the meeting for such
action).  The notice of any meeting at which directors are to be elected shall
include the name of any nominee or nominees who, at the time of the notice,
the board intends to present for election.

       If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California (the
"Code"), (ii) an amendment of the articles of incorporation, pursuant to
Section 902 of the Code, (iii) a reorganization of the corporation, pursuant
to Section 1201 of the Code, (iv) a voluntary dissolution of the corporation,
pursuant to Section 1900 of the Code, or (v) a distribution in dissolution
other than in accordance with the rights of outstanding preferred shares,
pursuant to Section 2007 of the Code, then the notice shall also state the
general nature of that proposal.

                                      -2-<PAGE>

       2.5   MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
       Written notice of any meeting of shareholders shall be given either (i)
personally or (ii) by first-class mail or (iii) by third-class mail but only
if the corporation has outstanding shares held of record by five hundred (500)
or more persons (determined as provided in Section 605 of the Code) on the
record date for the shareholders' meeting, or (iv) by telegraphic or other
written communication.  Notices not personally delivered shall be sent charges
prepaid and shall be addressed to the shareholder at the address of that
shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice.  If no such address
appears on the corporation's books or is given, notice shall be deemed to have
been given if sent to that shareholder by mail or telegraphic or other written
communication to the corporation's principal executive office, or if published
at least once in a newspaper of general circulation in the county where that
office is located.  Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram or other
means of written communication.

       If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the
shareholder at that address, then all future notices or reports shall be
deemed to have been duly given without further mailing if the same shall be
available to the shareholder on written demand of the shareholder at the
principal executive office of the corporation for a period of one (1) year
from the date of the giving of the notice.

       An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

       2.6   QUORUM
       The presence in person or by proxy of the holders of a majority of the
shares entitled to vote thereat constitutes a quorum for the transaction of
business at all meetings of shareholders.  The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

       In absence of a quorum, any meeting of shareholders may be adjourned
from time to time by the vote of a majority of the shares represented either
in person or by proxy, but no other business may be transacted, except as
provided in the last sentence of the preceding paragraph.

       2.7   ADJOURNED MEETING; NOTICE
       Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of the
shares represented at that meeting, either in person or by proxy.  In the
absence of a quorum, no other business may be transacted at that meeting

                                      -3-<PAGE>

except as provided in Section 2.6 of these bylaws.

       When any meeting of shareholders, either annual or special, is adjourned
to another time or place, notice need not be given of the adjourned meeting if
the time and place are announced at the meeting at which the adjournment is
taken.  However, if a new record date for the adjourned meeting is fixed or if
the adjournment is for more than forty-five (45) days from the date set for
the original meeting, then notice of the adjourned meeting shall be given.
Notice of any such adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 2.4 and 2.5 of these bylaws.  At any adjourned meeting
the corporation may transact any business which might have been transacted at
the original meeting.

       2.8   VOTING
       The shareholders entitled to vote at any meeting of shareholders shall
be determined in accordance with the provisions of Section 2.11 of these
bylaws, subject to the provisions of Sections 702 through 704 of the Code
(relating to voting shares held by a fiduciary, in the name of a corporation
or in joint ownership).

       The shareholders' vote may be by voice vote or by ballot; provided,
however, that any election for directors must be by ballot if demanded by any
shareholder at the meeting and before the voting has begun.

       Except as provided in the last paragraph of this Section 2.8, or as may
be otherwise provided in the articles of incorporation, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote of the shareholders. Any shareholder entitled to vote on
any matter may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or, except when the matter is the election of
directors, may vote them against the proposal; but, if the shareholder fails
to specify the number of shares which the shareholder is voting affirmatively,
it will be conclusively presumed that the shareholder's approving vote is with
respect to all shares which the shareholder is entitled to vote.

       If a quorum is present, the affirmative vote of the majority of the
shares represented and voting at a duly held meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum)
shall be the act of the shareholders, unless the vote of a greater number or a
vote by classes is required by the Code or by the articles of incorporation.

       The shareholders of the corporation shall not have the right to cumulate
their votes for the election of directors of the corporation.

       2.9   VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT
       The transactions of any meeting of shareholders, either annual or
special, however called and noticed, and wherever held, shall be as valid as
though they had been taken at a meeting duly held after regular call and
notice, if a quorum be present either in person or by proxy, and if, either

                                      -4-<PAGE>

before or after the meeting, each person entitled to vote, who was not present
in person or by proxy, signs a written waiver of notice or a consent to the
holding of the meeting or an approval of the minutes thereof.  The waiver of
notice or consent or approval need not specify either the business to be
transacted or the purpose of any annual or special meeting of shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 2.4 of these
bylaws, the waiver of notice or consent or approval shall state the general
nature of the proposal.  All such waivers, consents, and approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.

       Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened.  Attendance at a meeting is not a
waiver of any right to object to the consideration of matters required by the
Code to be included in the notice of the meeting but not so included, if that
objection is expressly made at the meeting.

       2.10   SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
       Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take that action at a meeting at which
all shares entitled to vote on that action were present and voted.  In the
case of election of directors, such consent shall be effective only if signed
by the holders of all outstanding shares entitled to vote for the election of
directors.

       All such consents shall be maintained in the corporate records.  Any
shareholder giving a written consent, or the shareholder's proxy holders, or a
transferee of the shares, or a personal representative of the shareholder, or
their respective proxy holders, may revoke the consent by a writing received
by the secretary of the corporation before written consents of the number of
shares required to authorize the proposed action have been filed with the
secretary.

       If the consents of all shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
shareholders has not been received, then the secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
Such notice shall be given to those shareholders entitled to vote who have not
consented in writing and shall be given in the manner specified in Section 2.5
of these bylaws.  In the case of approval of (i) a contract or transaction in
which a director has a direct or indirect financial interest, pursuant to
Section 310 of the Code, (ii) indemnification of a corporate "agent," pursuant
to Section 317 of the Code, (iii) a reorganization of the corporation,
pursuant to Section 1201 of the Code, and (iv) a distribution in dissolution
other than in accordance with the rights of outstanding preferred shares, pur-
suant to Section 2007 of the Code, the notice shall be given at least ten (10)
days before the consummation of any action authorized by that approval.

                                      -5-<PAGE>

       2.11   RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS
       For purposes of determining the shareholders entitled to notice of any
meeting or to vote thereat or entitled to give consent to corporate action
without a meeting, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days
before the date of any such meeting nor more than sixty (60) days before any
such action without a meeting, and in such event only shareholders of record
on the date so fixed are entitled to notice and to vote or to give consents,
as the case may be, notwithstanding any transfer of any shares on the books of
the corporation after the record date, except as otherwise provided in the
Code.

       If the board of directors does not so fix a record date:
              (a)   the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given
or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held; and

              (b)   the record date for determining shareholders entitled to
give consent to corporate action in writing without a meeting, (i) when no
prior action by the board has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action by the board has been
taken, shall be at the close of business on the day on which the board adopts
the resolution relating to that action, or the sixtieth (60th) day before the
date of such other action, whichever is later.

       The record date for any other purpose shall be as provided in
Article VIII of these bylaws.

       2.12   PROXIES
       Every person entitled to vote for directors, or on any other matter,
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the
secretary of the corporation.  A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the shareholder or the
shareholder's attorney-in-fact.  A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i) the
person who executed the proxy revokes it prior to the time of voting by
delivering a writing to the corporation stating that the proxy is revoked or
by executing a subsequent proxy and presenting it to the meeting or by voting
in person at the meeting, or (ii) written notice of the death or incapacity of
the maker of that proxy is received by the corporation before the vote
pursuant to that proxy is counted; provided, however, that no proxy shall be
valid after the expiration of eleven (11) months from the date of the proxy,
unless otherwise provided in the proxy.  The dates contained on the forms of
proxy presumptively determine the order of execution, regardless of the
postmark dates on the envelopes in which they are mailed.  The revocability of
a proxy that states on its face that it is irrevocable shall be governed by
the provisions of Sections 705(e) and 705(f) of the Code.

                                      -6-<PAGE>


       2.13   INSPECTORS OF ELECTION
       Before any meeting of shareholders, the board of directors may appoint
an inspector or inspectors of election to act at the meeting or its
adjournment.  If no inspector of election is so appointed, then the chairman
of the meeting may, and on the request of any shareholder or a shareholder's
proxy shall, appoint an inspector or inspectors of election to act at the
meeting.  The number of inspectors shall be either one (1) or three (3).  If
inspectors are appointed at a meeting pursuant to the request of one (1) or
more shareholders or proxies, then the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed.  If any person appointed as inspector
fails to appear or fails or refuses to act, then the chairman of the meeting
may, and upon the request of any shareholder or a shareholder's proxy shall,
appoint a person to fill that vacancy.

       Such inspectors shall:
              (a)   determine the number of shares outstanding and the voting
power of each, the number of shares represented at the meeting, the existence
of a quorum, and the authenticity, validity, and effect of proxies;
              (b)   receive votes, ballots or consents;
              (c)   hear and determine all challenges and questions in any way
arising in connection with the right to vote;
              (d)   count and tabulate all votes or consents;
              (e)   determine when the polls shall close;
              (f)   determine the result; and
              (g)   do any other acts that may be proper to conduct the
election or vote with fairness to all shareholders.

                                  ARTICLE III
                                   DIRECTORS

       3.1   POWERS
       Subject to the provisions of the Code and any limitations in the
articles of incorporation and these bylaws relating to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the board of directors.

                                      -7-<PAGE>

       3.2   NUMBER OF DIRECTORS
       (a)   The authorized number of directors of the corporation shall be not
less than three (3) nor more than seven (7).

       (b)   The exact number of directors within the range of paragraph (a)
shall be fixed and may from time to time be changed by a resolution adopted by
the board of directors.

       (c)   The minimum and maximum number of directors of the corporation as
stated in paragraph (a) may be changed only by an amendment of paragraph (a)
of this section of the bylaws approved by the holders of a majority of the
outstanding shares entitled to vote; provided, however, that an amendment
reducing the minimum number of directors to a number less than five (5) cannot
be adopted if the votes cast against its adoption at a meeting, or the shares
not consenting in the case of an action by written consent, are equal to more
than sixteen and two-thirds percent (16 2/3%) of the outstanding shares
entitled to vote.  No reduction of the authorized number of directors shall
have the effect of removing any director before that director's term of office
expires.

       3.3   ELECTION AND TERM OF OFFICE OF DIRECTORS
       Directors shall be elected at each annual meeting of shareholders to
hold office until the next annual meeting.  Each director, including a
director elected to fill a vacancy, shall hold office until the expiration of
the term for which elected and until a successor has been elected and
qualified.

       3.4   REMOVAL
          The entire board of directors or any individual director may be
removed from office without cause by the affirmative vote of shares holding a
majority of the voting power that are entitled to vote on such removal;
provided, however, that unless the entire board of directors is removed, no
individual director may be removed when the votes cast against such director's
removal, or not consenting in writing to such removal, would be sufficient to
elect that director if voted cumulatively at an election at which the same
total number of votes cast were cast (or, if such action is taken by written
consent, all shares entitled to vote were voted) and the entire number of
directors authorized at the same time of such director's most recent election
were then being authorized.

       3.5   RESIGNATION AND VACANCIES
       Any director may resign effective on giving written notice to the
chairman of the board, the president, the secretary or the board of directors,
unless the notice specifies a later time for that resignation to become
effective.  If the resignation of a director is effective at a future time,
the board of directors may elect a successor to take office when the
resignation becomes effective.

       Vacancies in the board of directors may be filled by a majority of the
remaining directors, even if less than a quorum, or by a sole remaining
director; however, a vacancy created by the removal of a director by the vote
or written consent of the shareholders or by court order may be filled only by
the affirmative vote of a majority of the shares represented and voting at a
duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute a majority of the required quorum), or by the
unanimous written consent of all shares entitled to vote thereon.  Each direc-
tor so elected shall hold office until the next annual meeting of the
shareholders and until a successor has been elected and qualified.

                                      -8-<PAGE>

       A vacancy or vacancies in the board of directors shall be deemed to
exist (i) in the event of the death, resignation or removal of any director,
(ii) if the board of directors by resolution declares vacant the office of a
director who has been declared of unsound mind by an order of court or
convicted of a felony, (iii) if the authorized number of directors is
increased, or (iv) if the shareholders fail, at any meeting of shareholders at
which any director or directors are elected, to elect the number of directors
to be elected at that meeting.

       The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election
other than to fill a vacancy created by removal, if by written consent, shall
require the consent of the holders of a majority of the outstanding shares
entitled to vote thereon.  A director may not be elected by written consent to
fill a vacancy created by removal except by unanimous consent of all shares
entitled to vote for the election of directors.

       3.6   PLACE OF MEETINGS; MEETINGS BY TELEPHONE
       Regular meetings of the board of directors may be held at any place
within or outside the State of California that has been designated from time
to time by resolution of the board.  In the absence of such a designation,
regular meetings shall be held at the principal executive office of the
corporation.  Special meetings of the board may be held at any place within or
outside the State of California that has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, at the
principal executive office of the corporation.

       Any meeting, regular or special, may be held by conference telephone or
similar communication equipment, so long as all directors participating in the
meeting can hear one another; and all such directors shall be deemed to be
present in person at the meeting.

       3.7   REGULAR MEETINGS
       Regular meetings of the board of directors, of which no notice need be
given, shall be held after the adjournment of each annual meeting of the
shareholders and at such other times as may be fixed by the board of
directors.

       3.8   SPECIAL MEETINGS; NOTICE


       Special meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, the president, any
vice president, the secretary or any one director.

                                      -9-<PAGE>

       Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's
address as it is shown on the records of the corporation.  If the notice is
mailed, it shall be deposited in the United States mail at least four (4) days
before the time of the holding of the meeting.  If the notice is delivered
personally or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48) hours before
the time of the holding of the meeting.  Any oral notice given personally or
by telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director.  The notice need not specify the
purpose or the place of the meeting, if the meeting is to be held at the
principal executive office of the corporation.

       3.9   QUORUM
       A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in
Section 3.10 of these bylaws.  Every act or decision done or made by a
majority of the directors present at a duly held meeting at which a quorum is
present shall be regarded as the act of the board of directors, subject to the
provisions of Section 310 of the Code (as to approval of contracts or
transactions in which a director has a direct or indirect material financial
interest), Section 311 of the Code (as to appointment of committees), Sec-
tion 317(e) of the Code (as to indemnification of directors), the articles of
incorporation, and other applicable law.

       A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

       3.10   WAIVER OF NOTICE
       Notice of a meeting need not be given to any director (i) who signs a
waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or (ii) who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such directors.  All such waivers, consents, and approvals shall be
filed with the corporate records or made part of the minutes of the meeting.
A waiver of notice need not specify the purpose of any regular or special
meeting of the board of directors.

       3.11   ADJOURNMENT
       A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting to another time and place.

       3.12   NOTICE OF ADJOURNMENT
       Notice of the time and place of holding an adjourned meeting need not be
given unless the meeting is adjourned for more than twenty-four (24) hours.
If the meeting is adjourned for more than twenty-four (24) hours, then notice
of the time and place of the adjourned meeting shall be given before the
adjourned meeting takes place, in the manner specified in Section 3.7 of these
bylaws, to the directors who were not present at the time of the adjournment.

                                      -10-<PAGE>


       3.13   BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
       Any action required or permitted to be taken by the board of directors
may be taken without a meeting, provided that all members of the board
individually or collectively consent in writing to that action.  Such action
by written consent shall have the same force and effect as a unanimous vote of
the board of directors. Such written consent and any counterparts thereof
shall be filed with the minutes of the proceedings of the board.

       3.14   FEES AND COMPENSATION OF DIRECTORS
       Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the board of directors.  This Section 3.13 shall
not be construed to preclude any director from serving the corporation in any
other capacity as an officer, agent, employee or otherwise and receiving
compensation for those services.

       3.15   APPROVAL OF LOANS TO OFFICERS
       The corporation may, upon the approval of the board of directors alone,
make loans of money or property to, or guarantee the obligations of, any
officer of the corporation or its parent or subsidiary, whether or not a
director, or adopt an employee benefit plan or plans authorizing such loans or
guaranties provided that (i) the board of directors determines that such a
loan or guaranty or plan may reasonably be expected to benefit the
corporation, (ii) the corporation has outstanding shares held of record by 100
or more persons (determined as provided in Section 605 of the Code) on the
date of approval by the board of directors, and (iii) the approval of the
board of directors is by a vote sufficient without counting the vote of any
interested director or directors.  Notwithstanding the foregoing, the
corporation's ability to make loans to its officers shall be subject to all
other limitations and requirements set forth in the Code and the Sarbanes-
Oxley Act of 2002.

                                   ARTICLE IV
                                   COMMITTEES

       4.1   COMMITTEES OF DIRECTORS
       The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one (1) or more committees, each
consisting of two or more directors, to serve at the pleasure of the board.
The board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the
vote of a majority of the authorized number of directors.  Any committee, to
the extent provided in the resolution of the board, shall have all the
authority of the board, except with respect to:

                                      -11-<PAGE>

              (a)   the approval of any action which, under the Code, also
requires shareholders' approval or approval of the outstanding shares;

              (b)   the filling of vacancies on the board of directors or in
any committee;

              (c)   the fixing of compensation of the directors for serving on
the board or any committee;

              (d)   the amendment or repeal of these bylaws or the adoption of
new 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 the shareholders of the corporation,
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 any other committees of the board of
directors or the members of such committees.

       4.2   MEETINGS AND ACTION OF COMMITTEES
       Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws,
Section 3.6 (place of meetings), Section 3.7 (regular meetings), Section 3.8
(special meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of
notice), Section 3.11 (adjournment), Section 3.12 (notice of adjournment), and
Section 3.13 (action without meeting), with such changes in the context of
those bylaws as are necessary to substitute the committee and its members for
the board of directors and its members; provided, however, that the time of
regular meetings of committees may be determined either by resolution of the
board of directors or by resolution of the committee, that special meetings of
committees may also be called by resolution of the board of directors, and
that notice of special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings of the com-
mittee.  The board of directors may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.

                                   ARTICLE V
                                    OFFICERS

       5.1   OFFICERS
       The officers of the corporation shall be a president, a secretary, and a
chief financial officer.  The corporation may also have, at the discretion of
the board of directors, a chairman of the board, one or more vice presidents,
one or more assistant secretaries, one or more assistant treasurers, and such
other officers as may be appointed in accordance with the provisions of Sec-
tion 5.3 of these bylaws.  Any number of offices may be held by the same
person.

       5.2   ELECTION OF OFFICERS
       The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 5.3 or Section 5.5 of
these bylaws, shall be chosen by the board, subject to the rights, if any, of
an officer under any contract of employment.

       5.3   SUBORDINATE OFFICERS
       The board of directors may appoint, or may empower the president to
appoint, such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and
perform such duties as are provided in these bylaws or as the board of
directors may from time to time determine.

       5.4   REMOVAL AND RESIGNATION OF OFFICERS
       Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
board of directors at any regular or special meeting of the board or, except
in case of an officer chosen by the board of directors, by any officer upon
whom such power of removal may be conferred by the board of directors.

       Any officer may resign at any time by giving written notice to the
corporation.  Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective.  Any resignation is without prejudice
to the rights, if any, of the corporation under any contract to which the
officer is a party.

       5.5   VACANCIES IN OFFICES
       A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed
in these bylaws for regular appointments to that office.

       5.6   CHAIRMAN OF THE BOARD
       The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors, call meetings of the
shareholders and of the board of directors to be held within the limitations
prescribed by law or by these bylaws, at such times and at such places as the
chairman of the board shall deem proper, and exercise and perform such other
powers and duties as may from time to time be assigned to him by the board of
directors or as may be prescribed by these bylaws.  If there is no president,
then the chairman of the board shall also be the chief executive officer of
the corporation and shall have the powers and duties prescribed in Section 5.7
of these bylaws.

                                      -13-<PAGE>

       5.7   PRESIDENT
       Subject to such supervisory powers, if any, as may be given by the board
of directors to the chairman of the board, if there be such an officer, the
president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction, and control of the business, property and the officers of the
corporation.  He shall preside at all meetings of the shareholders and, in the
absence or nonexistence of a chairman of the board, at all meetings of the
board of directors.  He shall have the power to call meetings of the
shareholders and of the board of directors to be held within the limitations
prescribed by law or by these bylaws, at such times and at such places as the
president shall deem proper.  He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and
shall have such other powers and duties as may be prescribed by the board of
directors or these bylaws.

       If neither the chairman of the board, the president, nor any vice
president is present at any meeting of the board of directors, a president pro
tem may be chosen to preside and act at such meeting.  If neither the
president nor any vice president is present at any meeting of the
shareholders, a president pro tem may be chosen to preside at such meeting.

       5.8   VICE PRESIDENTS
       In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform
all the duties of the president and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the president.  The vice
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of
directors, these bylaws, the president or the chairman of the board.

       5.9   SECRETARY
       The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors and shareholders.  The minutes shall show the time and place of
each meeting, whether regular or special (and, if special, how authorized and
the notice given), the names of those present at directors' meetings or com-
mittee meetings, the number of shares present or represented at shareholders'
meetings, and the proceedings thereof.

       The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names
of all shareholders and their addresses, the number and classes of shares held
by each, the number and date of certificates evidencing such shares, and the
number and date of cancellation of every certificate surrendered for cancel-
lation.

                                      -14-<PAGE>

       The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the board of directors required to be given by law
or by these bylaws.  He shall keep the seal of the corporation, if one be
adopted, in safe custody and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or by these
bylaws.
       5.10   CHIEF FINANCIAL OFFICER
       The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares.  The books of account shall at all reasonable
times be open to inspection by any director.

       The chief financial officer shall deposit all money and other valuables
in the name and to the credit of the corporation with such depositaries as may
be designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or these bylaws.

                                   ARTICLE VI
               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                                AND OTHER AGENTS

       6.1   INDEMNIFICATION OF DIRECTORS AND OFFICERS
       The corporation shall, to the maximum extent and in the manner permitted
by the Code, indemnify each of its directors and officers against expenses (as
defined in Section 317(a) of the Code), judgments, fines, settlements, and
other amounts actually and reasonably incurred in connection with any
proceeding (as defined in Section 317(a) of the Code), arising by reason of
the fact that such person is or was an agent of the corporation.  For purposes
of this Article VI, a "director" or "officer" of the corporation includes any
person (i) who is or was a director or officer of the corporation, (ii) who is
or was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, or
(iii) who was a director or officer of a corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.

       6.2   INDEMNIFICATION OF OTHERS
       The corporation shall have the power, to the extent and in the manner
permitted by the Code, to indemnify each of its employees and agents (other
than directors and officers) against expenses (as defined in Section 317(a) of
the Code), judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding (as defined in
Section 317(a) of the Code), arising by reason of the fact that such person is
or was an agent of the corporation.  For purposes of this Article VI, an
"employee" or "agent" of the corporation (other than a director or officer)

                                      -15-<PAGE>

includes any person (i) who is or was an employee or agent of the corporation,
(ii) who is or was serving at the request of the corporation as an employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was an employee or agent of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

       6.3   PAYMENT OF EXPENSES IN ADVANCE
       Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is required pursuant to Section 6.1 or
for which indemnification is permitted pursuant to Section 6.2 following
authorization thereof by the Board of Directors shall be paid by the
corporation in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on behalf of the indemnified party to
repay such amount if it shall ultimately be determined that the indemnified
party is not entitled to be indemnified as authorized in this Article VI.

       6.4   INDEMNITY NOT EXCLUSIVE
       The indemnification provided by this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the Articles of
Incorporation.

       6.5   INSURANCE INDEMNIFICATION
       The corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent
of the corporation against any liability asserted against or incurred by such
person in such capacity or arising out of such person's status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article VI.

       6.6   CONFLICTS
       No indemnification or advance shall be made under this Article VI,
except where such indemnification or advance is mandated by law or the order,
judgment or decree of any court of competent jurisdiction, in any circumstance
where it appears:
       (1)   That it would be inconsistent with a provision of the Articles of
Incorporation, these bylaws, a resolution of the shareholders or an agreement
in effect at the time of the accrual of the alleged cause of the action
asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or
       (2)   That it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.

                                      -16-<PAGE>

                                  ARTICLE VII
                              RECORDS AND REPORTS

       7.1   MAINTENANCE AND INSPECTION OF SHARE REGISTER
       The corporation shall keep either at its principal executive office or
at the office of its transfer agent or registrar (if either be appointed), as
determined by resolution of the board of directors, a record of its
shareholders listing the names and addresses of all shareholders and the
number and class of shares held by each shareholder.

       A shareholder or shareholders of the corporation who holds at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation or who holds at least one percent (1%) of such voting shares and
has filed a Schedule 14B with the Securities and Exchange Commission relating
to the election of directors, may (i) inspect and copy the records of
shareholders' names, addresses, and shareholdings during usual business hours
on five (5) days' prior written demand on the corporation, (ii) obtain from
the transfer agent of the corporation, on written demand and on the tender of
such transfer agent's usual charges for such list, a list of the names and
addresses of the shareholders who are entitled to vote for the election of
directors, and their shareholdings, as of the most recent record date for
which that list has been compiled or as of a date specified by the shareholder
after the date of demand.  Such list shall be made available to any such
shareholder by the transfer agent on or before the later of five (5) days
after the demand is received or five (5) days after the date specified in the
demand as the date as of which the list is to be compiled.

       The record of shareholders shall also be open to inspection on the
written demand of any shareholder or holder of a voting trust certificate, at
any time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate.

       Any inspection and copying under this Section 7.1 may be made in person
or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.

       7.2   MAINTENANCE AND INSPECTION OF BYLAWS
       The corporation shall keep at its principal executive office or, if its
principal executive office is not in the State of California, at its principal
business office in California the original or a copy of these bylaws as
amended to date, which bylaws shall be open to inspection by the shareholders
at all reasonable times during office hours.  If the principal executive
office of the corporation is outside the State of California and the corpo-
ration has no principal business office in such state, then the secretary
shall, upon the written request of any shareholder, furnish to that share-
holder a copy of these bylaws as amended to date.

                                      -17-<PAGE>

       7.3   MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS
       The accounting books and records and the minutes of proceedings of the
shareholders, of the board of directors, and of any committee or committees of
the board of directors shall be kept at such place or places as are designated
by the board of directors or, in absence of such designation, at the principal
executive office of the corporation.  The minutes shall be kept in written
form, and the accounting books and records shall be kept either in written
form or in any other form capable of being converted into written form.

       The minutes and accounting books and records shall be open to inspection
upon the written demand of any shareholder or holder of a voting trust
certificate, at any reasonable time during usual business hours, for a purpose
reasonably related to the holder's interests as a shareholder or as the holder
of a voting trust certificate.  The inspection may be made in person or by an
agent or attorney and shall include the right to copy and make extracts. Such
rights of inspection shall extend to the records of each subsidiary
corporation of the corporation.

       7.4   INSPECTION BY DIRECTORS
       Every director shall have the absolute right at any reasonable time to
inspect all books, records, and documents of every kind as well as the
physical properties of the corporation and each of its subsidiary
corporations.  Such inspection by a director may be made in person or by an
agent or attorney.  The right of inspection includes the right to copy and
make extracts of documents.

       7.5   ANNUAL REPORT TO SHAREHOLDERS; WAIVER
       The board of directors shall cause an annual report to be sent to the
shareholders not later than one hundred twenty (120) days after the close of
the fiscal year adopted by the corporation.  Such report shall be sent at
least fifteen (15) days (or, if sent by third-class mail, thirty-five (35)
days) before the annual meeting of shareholders to be held during the next
fiscal year and in the manner specified in Section 2.5 of these bylaws for
giving notice to shareholders of the corporation.

       The annual report shall contain (i) a balance sheet as of the end of the
fiscal year, (ii) an income statement, (iii) a statement of changes in
financial position for the fiscal year, and (iv) any report of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the corporation that the statements were prepared without audit
from the books and records of the corporation.

       The foregoing requirement of an annual report shall be waived so long as
the shares of the corporation are held by fewer than one hundred (100) holders
of record.

       7.6   REPRESENTATION OF SHARES OF OTHER CORPORATIONS
       The chairman of the board, the president, any vice president, the chief
financial officer, the secretary or assistant secretary of this corporation,
or any other person authorized by the board of directors or the president or a
vice president, is authorized to vote, represent, and exercise on behalf of
this corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this corporation.  The
authority herein granted may be exercised either by such person directly or by
any other person authorized to do so by proxy or power of attorney duly
executed by such person having the authority.

                                      -18-<PAGE>

                                  ARTICLE VIII
                                GENERAL MATTERS

       8.1   RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING
       For purposes of determining the shareholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
shareholders entitled to exercise any rights in respect of any other lawful
action (other than action by shareholders by written consent without a
meeting), the board of directors may fix, in advance, a record date, which
shall not be more than sixty (60) days before any such action.  In that case,
only shareholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date so fixed, except
as otherwise provided in the Code.

       If the board of directors does not so fix a record date, then the record
date for determining shareholders for any such purpose shall be at the close
of business on the day on which the board adopts the applicable resolution or
the sixtieth (60th) day before the date of that action, whichever is later.

       8.2   CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS
       From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders
for payment of money, notes or other evidences of indebtedness that are issued
in the name of or payable to the corporation, and only the persons so
authorized shall sign or endorse those instruments.

       8.3   CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED
       The board of directors, except as otherwise provided in these bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable for any purpose or for any amount.

       8.4   CERTIFICATES FOR SHARES
       A certificate or certificates for shares of the corporation shall be
issued to each shareholder when any of such shares are fully paid.  The board
of directors may authorize the issuance of certificates for shares partly paid

                                      -19-<PAGE>

provided that these certificates shall state the total amount of the
consideration to be paid for them and the amount actually paid.  All
certificates shall be signed in the name of the corporation by the chairman of
the board or the vice chairman of the board or the president or a vice presi-
dent and by the chief financial officer or an assistant treasurer or the
secretary or an assistant secretary, certifying the number of shares and the
class or series of shares owned by the shareholder.  Any or all of the
signatures on the certificate may be facsimile.

       In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed on a certificate ceases to be that
officer, transfer agent or registrar before that certificate is issued, it may
be issued by the corporation with the same effect as if that person were an
officer, transfer agent or registrar at the date of issue.

       8.5   LOST CERTIFICATES
       Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter
is surrendered to the corporation and cancelled at the same time.  The board
of directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of replacement
certificates on such terms and conditions as the board may require; the board
may require indemnification of the corporation secured by a bond or other
adequate security sufficient to protect the corporation against any claim that
may be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.

       8.6   CONSTRUCTION; DEFINITIONS
       Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Code shall govern the construction of
these bylaws.  Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and the
term "person" includes both a corporation and a natural person.


                                   ARTICLE IX
                    ADOPTION, AMENDMENT, OR REPEAL OF BYLAWS

       9.1   BY SHAREHOLDERS
       Bylaws may be adopted, amended, or repealed by the approval of the
affirmative vote of a majority of the outstanding shares of the corporation
entitled to vote.

       9.2   BY THE BOARD OF DIRECTORS
       Subject to the right of the shareholders to adopt, amend, or repeal
bylaws, bylaws, other than a bylaw or amendment thereof changing the
authorized number of directors or any provision of this Article may be
adopted, amended, or repealed by the board of directors.  A bylaw adopted by
the shareholders may restrict or eliminate the power of the board of directors
to adopt, amend, or repeal any or all bylaws.