Exhibit 3.7
 SECOND AMENDED AND RESTATED BYLAWS
 OF
 MEADE INSTRUMENTS CORP.




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PageARTICLE I Officers
    
    
    11.01 Registered Office
    
    
    11.02 Principal Office
    
    
    11.03 Other Offices
    
    
    1ARTICLE II Meetings of Stockholders
    
    
    12.01 Annual Meetings
    
    
    12.02 Special Meetings
    
    
    12.03 Place of Meetings
    
    
    12.04 Notice of Meetings
    
    
    22.05 Adjournments
    
    
    22.06 Quorum
    
    
    22.07 Conduct of Meetings
    
    
    22.08 Voting
    
    
    32.09 List of Stockholders
    
    
    42.10 Inspectors of Election
    
    
    42.11 No Action By Consent of Stockholders
    
    
    42.12 Fixing Date for Determination of Stockholders of Record
    
    
    42.13 Stockholder Proposals
    
    
    52.14 Notice of Stockholder Nominees
    
    
    6ARTICLE III Board of Directors
    
    
    73.01 General Powers
    
    
    73.02 Number, Classes, Term of Office
    
    
    73.03 Election of Directors
    
    
    73.04 Resignations
    
    
    73.05 Vacancies
    
    
    73.06 Place of Meeting, Etc.
    
    
    83.07 Participation by Telephone
    
    
    83.08 Regular Meetings
    
    
    83.09 Special Meetings
    
    
    83.10 Quorum and Manner of Acting
    
    
    83.11 Action by Consent
    
    
    83.12 Compensation
    
    
    93.13 Committees of Directors
    
    
    93.14 Rights of Preferred Stock
    
    
    9ARTICLE IV Officers
    
    
    94.01 Corporate Officers
    
    
    94.02 Election, Term of Office and Qualifications
    
    
    104.03 Removal
    
    
    104.04 Resignations
    
    
    104.05 Vacancies
    
    
    10
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Page4.06 Chairman of the Board
    
    
    104.07 Chief Executive Officer
    
    
    104.08 President and Chief Operating Officer
    
    
    104.09 Vice Presidents
    
    
    114.10 Chief Financial Officer
    
    
    114.11 Secretary
    
    
    114.12 Treasurer
    
    
    114.13 Compensation
    
    
    11ARTICLE V Contracts, Checks, Drafts, Bank Accounts, Etc.
    
    
    115.01 Execution of Contracts
    
    
    115.02 Checks, Drafts, Etc.
    
    
    125.03 Deposits
    
    
    125.04 General and Special Bank Accounts
    
    
    12ARTICLE VI Shares and Their Transfer
    
    
    126.01 Certificates for Stock
    
    
    126.02 Transfers of Stock
    
    
    136.03 Regulations
    
    
    136.04 Lost, Stolen, Destroyed and Mutilated Certificates
    
    
    13ARTICLE VII Indemnification
    
    
    137.01 Authorization For Indemnification
    
    
    137.02 Advance of Expenses
    
    
    147.03 Insurance
    
    
    147.04 Non-exclusivity
    
    
    14ARTICLE VIII Miscellaneous
    
    
    158.01 Seal
    
    
    158.02 Waiver of Notices
    
    
    158.03 Amendments
    
    
    158.04 Representation of Other Corporations
    
    
    158.05 Fiscal Year
    
    
    15
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SECOND AMENDED AND RESTATED BYLAWS
 OF
 MEADE INSTRUMENTS CORP.
A DELAWARE CORPORATION
   Registered Office
 Principal Office
 Other Offices
   Annual Meetings
 Special Meetings
 Place of Meetings
  1




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Notice of Meetings
   Adjournments
 Quorum
 Conduct of Meetings
  2




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Voting
     3




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List of Stockholders
 Inspectors of Election
 No Action By Consent of Stockholders
 Fixing Date for Determination of Stockholders of Record
   4




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Stockholder Proposals
    5




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Notice of Stockholder Nominees
    6




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General Powers
 Number, Classes, Term of Office
   Election of Directors
 Resignations
 Vacancies
  7




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Place of Meeting, Etc
 Participation by Telephone
 Regular Meetings
 Special Meetings
 Quorum and Manner of Acting
 Action by Consent
  8




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Compensation
 Committees of Directors
 Rights of Preferred Stock
   Corporate Officers
   9




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Election, Term of Office and Qualifications
 Removal
 Resignations
 Vacancies
 Chairman of the Board
 Chief Executive Officer
 President and Chief Operating Officer
  10




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Vice Presidents
 Chief Financial Officer
 Secretary
 Treasurer
 Compensation
   Execution of Contracts
  11




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Checks, Drafts, Etc
 Deposits
 General and Special Bank Accounts
   Certificates for Stock
   12




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Transfers of Stock
 Regulations
 Lost, Stolen, Destroyed and Mutilated Certificates
   Authorization For Indemnification
  13




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Advance of Expenses
 Insurance
 Non-exclusivity
  14




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Seal
 Waiver of Notices
 Amendments
 Representation of Other Corporations
 Fiscal Year
  15