EXHIBIT
3.3


SECOND
AMENDED AND RESTATED BYLAWS, AS AMENDED







SECOND
AMENDED AND RESTATED


BYLAWS,


AS
AMENDED,


OF


MULTIMEDIA
GAMES, INC.,


A Texas
Corporation




ARTICLE
ONE




REGISTERED
AGENT AND OFFICE




1.01           Registered
Agent.  The registered agent of Multimedia Games, Inc., a Texas
corporation (the “Corporation”), is the registered agent named in the Amended
and Restated Articles of Incorporation of the Corporation, as amended (the
“Articles of Incorporation”), or such other registered agent as may be
designated, in accordance with the provisions of law, from time to time by the
Board of Directors of the Corporation (the “Board”).




1.02           Registered
Office.  The registered office of the Corporation (which office
need not be a place of business of the Corporation) is the registered office
named in the original Articles of Incorporation or such other registered office
as may be designated in accordance with the provisions of law, from time to time
by the Board or by the duly authorized and appointed registered agent of the
Corporation.




ARTICLE
TWO


SHAREHOLDER
MEETINGS




2.01           Place of
Meetings.  All meetings of the shareholders of the Corporation
(the “Shareholders”) will be held at the principal office of the Corporation, or
any other place in or outside Texas, as may be designated for that purpose from
time to time by the Board.




2.02           Time of the Annual
Meeting.  Each annual meeting of the Shareholders for the
election of directors to succeed those whose terms are then expiring and for the
transaction of other business brought before the meeting will be held on such
date and at such time as the Board may designate or fix or set forth in the
final notice of such meeting.




2.03           Special
Meetings.  Special meetings of the Shareholders may be called
at any time by the President, by the Board or by one or more Shareholders
holding, in the aggregate, not less than one-tenth (1/10th) of all
the shares entitled to vote at the proposed special meeting.  Only
business described in the meeting notice (or waiver thereof) may be conducted at
a special meeting of Shareholders.




2.04           Notice of
Meeting.  Notice of any Shareholder meeting, stating the place,
day and hour of the meeting, and, in case of a special meeting, the purpose or
purposes for which the meeting is called must be given in writing to each
Shareholder entitled to vote at the meeting at least ten (10) but not more than
sixty (60) days before the date of the meeting, either personally or by mail or
other means of written communication, addressed to each Shareholder at such
Shareholder’s address appearing on the share transfer records of the Corporation
or given by such Shareholder to the Corporation for the purpose of
notice.  Notice that a meeting has been adjourned to be reconvened is
not necessary unless the meeting is adjourned for thirty (30) days or more, in
which case notice of the reconvened meeting must be given as in the case of any
special meeting.









2.05           Quorum.  Unless
otherwise required by law or provided in the Articles of Incorporation,
Shareholders holding a majority of the Corporation’s voting shares, represented
in person or by proxy will constitute a quorum at any Shareholder
meeting.




2.06           Voting.  When
a quorum is present at a Shareholder meeting, the vote of Shareholders holding
the majority of the shares having voting power and present in person or by proxy
will determine any questions brought before the meeting, unless the question is
one on which a higher vote is required by law, the Articles of Incorporation, or
these Bylaws, in which case such higher vote will be required.  Only
persons in whose names shares appear on the share transfer records of the
Corporation on the record date as set in advance by the Board and set forth in
the notice of a meeting will be entitled to vote at the meeting, such date, in
any case, to be not more than 60 days, nor less than 10 days prior to the date
on which the meeting shall occur.  Each Shareholder so entitled to
vote in an election of directors may cast one vote for each director’s position
for each share of stock of the Corporation of which such Shareholder is the
record owner.  In any election of directors, the candidates receiving
the highest number of votes up to the number of directors to be elected will be
elected.




2.07           Voting by Voice or Written
Ballot.  All voting, including on the election of directors,
but excepting where otherwise required by law, may be by a voice vote; provided,
however, that upon demand therefore by a Shareholder entitled to vote or his or
her proxy, a stock vote shall be taken.  Every stock vote shall be
taken by ballot, each of which shall state the name of the Shareholder or proxy
voting and such other information as may be required under the procedure
established for the meeting.  Every vote taken by ballot shall be
counted by an inspector or inspectors appointed by the chairman of the
meeting.  The Corporation may, and to the extent required by law,
shall, in advance of any meeting of Shareholders, appoint one or more inspectors
to act at the meeting and make a written report thereof.  The
Corporation may designate one or more persons as an alternate inspector to
replace any inspector who fails to act.  If no inspector or alternate
is able to act at a meeting of Shareholders, the person presiding at the meeting
may, and to the extent required by law, shall, appoint one or more inspectors to
act at the meeting.  Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath to faithfully execute the
duties of inspector with strict impartiality and according to the best of his or
her ability.




2.08           Proxies.  Each
Shareholder of record entitled to vote at a meeting of Shareholders may vote in
person or may authorize any other person or persons to vote or act for him or
her by written proxy executed by the Shareholder or his authorized agent or by a
transmission permitted by law and delivered to the Secretary of the
Corporation.  No Shareholder may authorize more than one proxy for his
shares and no proxy shall be valid bearing a date more than 11 months prior
to said meeting.




2.09           Consent of
Absentees.  No defect in the calling or notice of a Shareholder
meeting will affect the validity of any action at the meeting, if a quorum is
present, and if either before or after the meeting, each Shareholder not present
in person or by proxy or present only for the purpose of objecting to the
failure to properly give notice for the meeting signs a written waiver of
notice, consents to the holding of the meeting, or approves the minutes thereof,
and such waiver, consent or approval is filed with the Corporation’s records or
made a part of the minutes of the meeting.




2.10           Conduct of
Meetings.  The Chief Executive Officer, or in his or her
absence, a chairman chosen by a majority of the Board, will act as chairman of
the meeting.  The chairman will determine the order of business and
procedures for the conduct of the meeting.  The Secretary of the
Corporation, or in the Secretary’s absence, the person selected by the chairman
of the meeting will act as secretary of the Shareholder meeting.









ARTICLE
THREE


DIRECTORS




3.01           Number, Term and
Qualification of Directors.  The Board shall consist of seven
(7) directors.  The directors will be elected annually by the
Shareholders entitled to vote.  Each director will hold office until
such director’s successor is elected, or until such director dies, resigns, or
is removed from office, and may serve successive terms in
office.  Directors need not be Shareholders or Texas
residents.




Unless
otherwise provided in the Articles of Incorporation, the number of directors may
be increased or decreased from time to time by resolution of a majority of the
directors, but no decrease will have the effect of shortening the term of any
incumbent director.  Any directorship to be filled by reason of an
increase in the number of directors will be filled by the Board for a term of
office continuing only until the next annual Shareholder meeting; provided that
the Board of Directors may not fill more than two such directorships during the
period between any two successive annual Shareholder meetings.




3.02           Powers.  The
directors may act only as a board, and an individual director has no authority
to act alone or together with other directors unless acting as the Board, unless
otherwise provided by these Bylaws or resolution of the Board.




3.03           Chairman of the Board of
Directors.  The Board will elect a Chairman from among the
directors at its meeting held immediately following each annual Shareholder
meeting.  The Chairman will serve until the successor Chairman is duly
elected, will preside at all meetings of the Board and will perform such other
duties as may be prescribed from time to time by the Board or these
Bylaws.




3.04           Vacancies.  A
vacancy on the Board resulting from an increase in the size of the Board or the
death, resignation or removal of a director will be filled by a majority of the
remaining directors, even if they constitute less than a quorum of the
Board.  A director elected to fill a vacancy will be elected for the
unexpired term of the predecessor director.




3.05           Removal of
Directors.  The entire Board or any individual director may be
removed from office with or without cause by a vote of Shareholders holding a
majority of the outstanding shares entitled to vote at any Shareholder meeting
called expressly for that purpose; provided, however, in the event the
Corporation has cumulative voting, if less than the entire Board is to be
removed, no director may be removed if the votes cast against such removal would
be sufficient to elect such director if then cumulatively voted at an election
of the entire Board, or if the Corporation has classes of directors, at an
election of the class of directors of which such director is a
part.  New directors may be elected at the meeting for the unexpired
term of directors so removed.




3.06           Place of
Meetings.  All meetings of the Board will be held at the
principal office of the Corporation or at such other place in or outside Texas
as may be designated from time to time by resolution of the Board or by written
consent of all of the directors.




3.07           Regular
Meetings.  Regular meetings of the Board will be held, without
call or notice, immediately following each annual Shareholder meeting, and at
such other times as the Board may determine.




3.08           Special Meetings - Call and
Notice.  Special meetings of the Board may be called at any
time by any director or the President.  Notice of any special meeting
of the Board shall be given to each director by the Secretary or by the officer
or directors) calling the meeting.  Notice shall be duly given to each
director by (i) giving notice to such director in person or by telephone,
electronic transmission or voice
message system at least twenty-four (24) hours in advance of the meeting,
(ii) sending a facsimile, or delivering written notice by hand, to his last
known business or home address at least twenty-four (24) hours in advance of the
meeting, or (iii) mailing written notice to his last known business or home
address at least three (3) 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.  Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special
meeting.









3.09           Quorum.  A
majority of the number of directors fixed by, or in the manner provided in, the
Articles of Incorporation or these Bylaws will constitute a quorum at any
meeting of the Board.




3.10           Action by the
Board.  The act of the majority of the directors present at a
Board meeting at which a quorum is present is the act of the Board, unless the
act of a greater number is required by law; provided, however, that a majority
of the directors present at any Board meeting may adjourn until the time fixed
for the next meeting of the Board.




3.11           Director
Dissent.  A director who is present at a Board meeting at which
action on any corporate matter is taken and who does not vote in favor of such
action will be presumed to have assented to the action unless: (i) such
director’s dissent is entered in the minutes of the meeting; (ii) such
director files a written dissent to such action with the secretary of the
meeting before adjournment of the meeting; or (iii) such director delivers
a written dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting.




3.12           Committees.  The
Board may designate one or more committees, each consisting of one or more
directors and delegate to such committees such powers and authority as the Board
may determine, to the extent permitted by law.  A member of a
committee may be removed by the Board if in its sole judgment the best interests
of the Corporation will be served by such removal.




3.13           Compensation.  Directors
may be paid such compensation for their services, fees for attendance at
meetings and reimbursement for expenses as may be determined by the Board from
time to time.  A director may also serve the Corporation as an
officer, agent, employee, or otherwise and receive compensation for such
service.




3.14           Election. A nominee
for director shall be elected to the Board if the votes cast for such nominee’s
election exceed the votes withheld from or cast against such nominee’s election;
provided, however, that directors shall be elected by a plurality of the votes
cast at any meeting of Shareholders for which (i) the Secretary of the
Corporation receives a notice that a Shareholder has nominated a person for
election to the Board in compliance with the advance notice requirements for
Shareholder nominees for director set forth in Section 3.15 of these Bylaws and
(ii) such nomination has not been withdrawn by such Shareholder on or before the
tenth day before the Corporation first mails its notice of meeting for such
meeting to the Shareholders. If directors are to be elected by a plurality of
the votes cast, Shareholders shall not be permitted to vote against a
nominee.




3.15           Advance Notice.
Shareholder’s notices regarding the election of directors shall set forth as to
each person whom the Shareholder proposes to nominate for election or
re-election as a director (i) all information relating to such person as would
be required to be disclosed in solicitations of proxies for the election of such
nominees as directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, (ii) such person’s written consent to serve as a
director if elected and (iii) a statement whether such person, if elected,
intends to tender, promptly following such person’s election or re-election, an
irrevocable resignation effective upon such person’s failure to receive the
required vote for re-election at the next meeting at which such person would
face re-election and upon acceptance of such resignation by the Board, in
accordance with the Corporation’s Board Practice on Director
Elections.




ARTICLE
FOUR


OFFICERS




4.01           Title and
Appointment.  The officers of the Corporation are President,
Vice President, Secretary, Treasurer and such other officers and assistants as
the Board from time to time may determine.  Each officer will be
elected by the Board, which will fix compensation (if any) and tenure of such
officer; provided, however, that each officer will hold office until the earlier
of (i) the due election of such officer’s successor, and (ii) such
officer’s death, resignation or removal from office.









4.02           Vacancies.  If
an office becomes vacant by reason of an officer’s death, resignation, removal
or otherwise, the Board shall elect a successor to such office.




4.03           President.  The
President is subject to the control of the Board, has general supervision,
direction and control over the business and affairs of the Corporation, has the
general powers and duties of management usually vested in the office of
president of a corporation and has such other powers and duties as may be
conferred by the Board or these Bylaws.




4.04           Vice
President.  Each Vice President will have such powers and
perform such duties as from time to time may be prescribed by the Board or these
Bylaws.  The Vice President designated by the Board will perform the
duties of the President in the absence or disability of the President, and when
so acting will have this power of, and be subject to all restrictions on, the
President.




4.05           Secretary.  The
Secretary will:




(1)           Sign
each certificate representing shares of the Corporation.




(2)           Attest
and keep at the principal office of the Corporation the original or a copy of
these Bylaws and all duly adopted amendments and restatements
hereof.




(3)           Keep
at the principal office of the Corporation or such other place as the Board
designates, a book or (i) the minutes of each meeting of the Shareholders
or the Board or any committee thereof including the names of those present at
such meeting or, in the case of a Shareholder meeting, the-number of shares
represented at such meeting, and all proceedings of such meeting, (ii) all
notices given and waiver signed of such meeting, (iii) all requests for
special meetings of the Shareholders or the Board or any committee thereof,
(iv) all written dissents of directors to actions by the Board, and
(v) all unanimous written consents of the directors or Shareholders of the
Corporation.




(4)           Keep
at the principal office of the Corporation or such other place as the Board
designates, a share transfer record or duplicate share transfer records as
described in Article 6.04 below.




(5)           Keep
at the registered office of the Corporation or such other place as the Board of
Directors designates, all other records of the Corporation.




(6)           Sign
or attest such documents or the Corporation as may be required by law or as
necessary to carry out the business of the Corporation, and keep the corporate
seal and affix it to such instruments as may be necessary or
proper.




(7)           See
that all notices are duly given in accordance with the provisions of these
Bylaws and as required by law.




(8)           Properly
keep and file all books, reports, statements, certificates, and other documents
and records required by law.




(9)           Attend
and serve as secretary at the meetings of the Board and of the
Shareholders.




(10)           In
general, perform all duties incident to the office of Secretary, and such other
duties from time to time assigned to the Secretary by the Board.









4.06           Chief Executive
Officer.  The Chief Executive Officer is subject to the control
of the Board, has general supervision, direction and control over the business
and affairs of the Corporation, has the general powers and duties of management
usually vested in the office of president of a corporation and has such other
powers and duties as may be conferred by the Board or these
Bylaws.  The Chief Executive authority and duties include, without
limitation:




(1)           Presiding
at meeting of the Shareholders.




(2)           Signing
certificates representing shares of stock of the Corporation.




(3)           Executing
in the Corporation’s name deeds, conveyances, notices, leases, checks, drafts,
bills of exchange, warrants, promissory notes, bonds, debentures, contracts,
agreements and other documents and instruments.




(4)           Appointing,
employing, removing, discharging and prescribing the duties and fixing the
compensation of agents and employees of the Corporation and directing and
managing the officers, agents and employees of the Corporation.




4.07           Treasurer.  The
Treasurer, if any, will:




(1)           Have
custody of the Corporation’s funds and securities, keep full and accurate
accounts of receipts and disbursements of the Corporation and deposit all moneys
and other valuables in the name and to the credit of the Corporation in
depositories designated by the Board.




(2)           Disburse
the funds of the Corporation as ordered by the Board, and prepare such financial
statements as it directs.




(3)           If
required by the Board, give the Corporation a bond (in such form, for such sum,
and from such surety or sureties as are satisfactory to the Board) for the
faithful performance of the duties of such office.




(4)           In
general, perform all duties incident to the office of Treasurer and such other
duties from time to time assigned to the Treasurer by the Board or the
President.




ARTICLE
FIVE


ISSUANCE
AND TRANSFER OF SHARES




5.01           Issuance of
Shares.  Authorized shares of the stock of the Corporation will
be issued for such consideration (but not less than par value) and to such
persons as the Board determines from time to time.  No share may be
issued until the full consideration therefore has been paid.




5.02           Payment for
Shares.  Consideration for the issuance of shares may consist
of any tangible or intangible benefit to the Corporation or other property of
any kind or nature, including cash, promissory notes, services performed,
contracts for services to be performed, other securities of the Corporation, or
securities of any other corporation, domestic or foreign, or
entity.  In the absence of fraud in the transaction, the judgment of
the Board of the value of consideration received will be
conclusive.  When consideration for a share, fixed as provided by,
law, has been accepted by the Corporation, such share will be deemed issued,
fully paid and non-assessable. The consideration received and accepted for each
share will be allocated by the Board, in accordance with law, to the
Corporation’s stated capital and surplus.




5.03           Ownership Collateral
Transfer.  The Corporation will regard the person in whose name
a share of stock is registered in the Corporation’s share transfer records as
the owner thereof for the purposes of voting, distributions, notices, transfer,
exercising rights of dissent, exercising or waiving any preemptive rights,
entering into agreements restricting the transfer of shares, creating voting
trusts or voting agreements, or giving proxies, with respect to such
share.  Notwithstanding the foregoing, upon receipt by the Secretary
or by the Corporation’s transfer agent, if any, of written notice from a
transferor or transferee that shares have been transferred collaterally to the
transferee and not absolutely, the Secretary of the Corporation or its transfer
agent, if any, will note such fact in the Corporation’s books and the collateral
transferee will be entitled to the rights of a collateral transferee, but not
the rights of an owner.









5.04           Share
Certificates.  The shares of the Corporation shall be
represented by certificates, provided that the Board may provide by resolution
or resolutions that some or all of any class or series of its stock shall be
uncertificated shares; provided, however, that no such resolution shall apply to
shares represented by a certificate until such certificate is surrendered to the
Corporation. Every holder of stock of the Corporation represented by
certificates, and, upon writtenrequestto the Corporation’s
transfer agent or registrar, any holder of uncertificated shares, shall be
entitled to have a certificate, in such form as may be prescribed by law and by
the Board, certifying the number and class of shares owned by him in the
Corporation.  Each such certificate shall be signed by, or in the name
of the Corporation by, the Chief Executive Officer, President or a Vice
President, and the Treasurer or the Secretary of the Corporation.  Any
or all of the signatures on the certificate may be a facsimile.




Each
certificate for shares of stock which are subject to any restriction on transfer
pursuant to the Articles of Incorporation, the Bylaws, applicable securities
laws or any agreement among any number of Shareholders 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.




5.05           Transfers.  Except
as otherwise established by rules and regulations adopted by the Board, and
subject to applicable law, shares of stock may be transferred on the books of
the Corporation: (i) in the case of shares represented by a certificate, 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 authenticity of signature as the Corporation or its transfer agent
may reasonably require; and (ii) in the case of uncertificated shares, upon the
receipt of proper transfer instructions from the registered owner
thereof.  Except as may be otherwise required by law, the Articles of
Incorporation or 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.  Shares of stock of
the Corporation may be transferred in accordance with Chapter 8 of the Texas
Business and Commerce Code (Tex. UCC).  Nothing in this section
expands or enhances the right to transfer, or overrides or modifies any
limitations on the right to transfer, any share of stock which may be imposed by
law, the terms of any registration of such share, or any contract.




5.06           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, or it may issue uncertificated shares if the shares
represented by such certificate have been designated as uncertificated shares in
a resolution adopted pursuant to Section 5.04, upon such terms and conditions as
the Board may prescribe, including the presentation of reasonable evidence of
such loss, theft or destruction and the giving of such indemnity as the Board
may require for the protection of the corporation or any transfer agent or
registrar.









ARTICLE
SIX


MISCELLANEOUS
PROVISIONS




6.01           Authority to Execute
Documents and Instruments.  The Board, except as otherwise
provided in these Bylaws, may authorize any director, officer, employee or agent
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or confined
to specific instances; and, unless so authorized (including authorization by
other provisions of these Bylaws), no director, officer, agent, or employee has
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 in any
amount.




6.02           Inspection of Books and
Records.  The books and records of the Corporation will be
available for inspection by the Shareholders from time to time and to the extent
expressly required by statute.  The directors may examine such books
and records at all reasonable times.




6.03           Closing Share Transfer
Records.  The Board may close share transfer records in their
discretion for a period not exceeding sixty (60) days preceding any Shareholder
meeting, annual or special, or me day appointed for the payment of a
dividend.




6.04           Share Transfer
Records.  The Corporation will keep at its principal office, or
at the office of the transfer agent, if any, a share transfer record, showing
the names and addresses of the past and current Shareholders, the number and
classes of shares held by each Shareholder, the number and date of each
certificate issued for shares, and the number and cancellation date of each
certificate surrendered for cancellation.  The share transfer records
may be in written form or in any other form capable of being converted into
written form within a reasonable time.




6.05           Fiscal Year, Method of
Accounting.  The fiscal year end of the Corporation is
September 30, or as otherwise established from time to time by the
Board.  The Corporation’s books will be kept under such method of
accounting as established from time to time by the Board. Financial statements
and reports will be prepared on a regular basis working from the Corporation’s
books as directed by the Board.




6.06           Relation to Articles of
Incorporation.  These Bylaws are subject to, and governed and
controlled by and in the following order, applicable law and the Articles of
Incorporation.




6.07           Action Without a
Meeting.  Any action permitted or required to be taken at a
meeting of the Shareholders or the Board or any committee thereof may be taken
without a meeting if a consent in writing, setting forth the action taken is
signed by all the Shareholders or member of the Board or committee, as the case
may be.  Such consent will have the same force and effect as a
unanimous vote at a meeting and may be stated as such in any document or
instrument filed with the Secretary of State, and the execution of such consent
will constitute attendance or presence in person at a meeting of Shareholders,
the Board or committee, as the case may be.




6.08           Telephone Conference
Meeting.  Subject to the requirements of law, the Shareholders
and the Board of Directors and any committee thereof may participate in and hold
a meeting by means of a conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other, and
participation in such a meeting will constitute attendance and presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.









6.09           Indemnification.  The
directors and officers of the Corporation will be indemnified by the Corporation
to the full extent required by law.  The Board of Directors may, in
its discretion, indemnify any director, officer, agent or employee of the
Corporation or any other person to the extent permitted by law.  No
amendment, modification or repeal of this provision hereof will terminate,
reduce or impair the right of any past, present or future indemnitee to be
indemnified by the Corporation at the time of such amendment, modification or
repeal, under and in accordance with the provisions of the Articles as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may
arise or be asserted.




ARTICLE
SEVEN


AMENDMENT
OF BYLAWS




7.01           Amendment of
Bylaws.  The Board has the power to alter, amend or repeal
these Bylaws or adopt new bylaws, subject to amendment, repeal or adoption of
new bylaws by action of the Shareholders and unless the Shareholders in so
amending, repealing or adopting a new bylaw expressly provide that the board may
not amend or repeal that bylaw.  The Board may exercise this power at
any regular or special meeting and without any notice having been contained in
the notice or waiver of notice of such meeting.  Unless the
Corporation’s Articles of Incorporation or a bylaw adopted by the Shareholders
provides otherwise as to all or some portion of these Bylaws, the Corporation’s
Shareholders may amend, repeal or adopt new Bylaws even though the Bylaws may
also be amended by the Board.