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EXHIBIT 3.7 AMENDED AND RESTATED BYLAWS OF MEADE INSTRUMENTS CORP., as amended




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TABLE OF CONTENTS PageARTICLE I
    
    Offices
    
    
    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
    
    
    Adjustments
    
    
    22.06
    
    
    Quorum
    
    
    22.07
    
    
    Conduct of Meetings
    
    
    32.08
    
    
    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
    
    
    83.05
    
    
    Vacancies
    
    
    83.06
    
    
    Place of Meeting, Etc.
    
    
    83.07
    
    
    Participation by Telephone
    
    
    83.08
    
    
    Regular Meetings
    
    
    83.09
    
    
    Special Meetings
    
    
    83.10
    
    
    Quorum and Manner of Acting
    
    
    93.11
    
    
    Action by Consent
    
    
    93.12
    
    
    Compensation
    
    
    93.13
    
    
    Committees of Directors
    
    
    93.14
    
    
    Rights of Preferred Stock
    
    
    10ARTICLE IV
    
    Officers
    
    
    104.01
    
    
    Corporate Officers
    
    
    104.02
    
    
    Election, Term of Office and Qualifications
    
    
    104.03
    
    
    Removal
    
    
    10




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Page4.04
    
    
    Resignations
    
    
    104.05
    
    
    Vacancies
    
    
    114.06
    
    
    Chairman of the Board
    
    
    114.07
    
    
    Chief Executive Officer
    
    
    114.08
    
    
    President and Chief Operating Officer
    
    
    114.09
    
    
    Vice Presidents
    
    
    114.10
    
    
    Chief Financial Officer
    
    
    114.11
    
    
    Secretary
    
    
    114.12
    
    
    Treasurer
    
    
    124.13
    
    
    Compensation
    
    
    12ARTICLE V
    
    Contracts, Checks, Drafts, Bank Accounts, Etc.
    
    
    125.01
    
    
    Execution of Contracts
    
    
    125.02
    
    
    Checks, Drafts, Etc.
    
    
    125.03
    
    
    Deposits
    
    
    125.04
    
    
    General and Special Bank Accounts
    
    
    13ARTICLE VI
    
    Shares and Their Transfer
    
    
    136.01
    
    
    Certificates for Stock
    
    
    136.02
    
    
    Transfers of Stock
    
    
    136.03
    
    
    Regulations
    
    
    146.04
    
    
    Lost, Stolen, Destroyed and Mutilated Certificates
    
    
    14ARTICLE VII
    
    Indemnification
    
    
    147.01
    
    
    Authorization For Indemnification
    
    
    147.02
    
    
    Advance of Expenses
    
    
    147.03
    
    
    Insurance
    
    
    157.04
    
    
    Non-exclusivity
    
    
    15ARTICLE VIII
    
    Miscellaneous
    
    
    158.01
    
    
    Seal
    
    
    158.02
    
    
    Waiver of Notices
    
    
    168.03
    
    
    Amendments
    
    
    168.04
    
    
    Representation of Other Corporations
    
    
    168.05
    
    
    Fiscal Year
    
    
    16
 ii




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AMENDED AND RESTATED BYLAWS OF
MEADE INSTRUMENTS CORP.,
A DELAWARE CORPORATION ARTICLE I Offices 1.01 Registered Office. The registered office of Meade Instruments Corp.
(hereinafter the Corporation) in the State of Delaware shall be in the City
of Wilmington, County of New Castle, and the name of the registered agent in
charge thereof shall be the agent named in the Certificate of Incorporation
until changed by the Board of Directors (the Board). 1.02 Principal Office. The principal office for the transaction of the
business of the Corporation shall be at such place as may be established by the
Board. The Board is granted full power and authority change the principal
office from one location to another. 1.03 Other Offices. The Corporation may also have an office or offices at
such other place or places, either within or without the State of Delaware, as
the Board may from time to time determine or as the business of the Corporation
may require. ARTICLE II Meetings of Stockholders 2.01 Annual Meetings. Annual meetings of the stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other business as may properly come before such meetings may be held at
such time, date and place as the Board shall determine by resolution. 2.02 Special Meetings. A special meeting of the stockholders for the
transaction of any proper business may only be called in accordance with the
provisions of the Corporations Certificate of Incorporation (the Certificate
of Incorporation). 2.03 Place of Meetings. All meetings of the stockholders shall be held at
such places, within or without the State of Delaware, as may from time to time
be designated by the person or persons calling the respective meeting and
specified in the respective notices or waivers of notice thereof.




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2.04 Notice of Meetings. (a) Written notice of each meeting of the stockholders, whether annual or
special, shall be given to each stockholder of record entitled to vote at such
meeting. Except as otherwise required by law, the written notice shall be given
not less than ten (10) nor more than sixty (60) days before the date of the
meeting. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at the stockholders address as it
appears on the records of the Corporation. Except as otherwise required by law,
no publication of any notice of a meeting of the stockholders shall be
required. Every notice of a meeting of the stockholders shall state the place,
date and hour of the meeting, and, in the case of a special meeting, shall also
state the purpose or purposes for which the meeting is called. (b) Whenever notice is required to be given to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings to such
person between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve-month period, have been mailed addressed to such
person at such persons address as shown on the records of the Corporation and
have been returned undeliverable, the giving of such notice to such person
shall not be required. Any action or meeting which shall be taken or held
without notice to such person shall have the same force and effect as if such
notice had been duly given. If any person shall deliver to the Corporation a
written notice setting forth such persons then current address, the
requirement that notice be given to such person shall be reinstated. 2.05 Adjournments. Any meeting of stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place. Notice
need not be given of any such adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken; provided,
however, if the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. At the adjourned meeting the Corporation may transact any
business which might have been transacted at the original meeting. 2.06 Quorum. Except as otherwise provided by law, the holders of record of
a majority in voting interest of the shares of stock of the Corporation
entitled to be voted thereat, present in person or by proxy, shall constitute a
quorum for the transaction of business at any meeting of the stockholders of
the Corporation or any adjournment thereof. A meeting at which a
quorum is initially present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shares, whether present
in person or by proxy, to leave less than a quorum, provided that any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum, or by any greater number of shares otherwise
required to take such action by applicable law, these Bylaws or the Certificate
of Incorporation. In the absence of a quorum at any meeting or any adjournment
thereof, a majority in voting interest of the stockholders present in person or
by proxy and entitled to vote thereat or, in the absence therefrom of all the
stockholders, any officer entitled to preside at, or to act as secretary of,
such meeting may adjourn such meeting from time to time. 2




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2.07 Conduct of Meetings. Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or in his absence by the Vice Chairman of
the Board, if any, or in his absence by the President, or in his absence by a
Vice President, or in the absence of the foregoing persons by a chairman
designated by the Board, or in the absence of any such designation by a
chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting. Subject to the requirements of applicable
law, all annual and special meetings of stockholders shall be conducted in
accordance with such rules and procedures as the Board may establish and, as to
matters not governed by such rules and procedures, as the chairman of such
meeting shall determine. 2.08 Voting. (a) Unless otherwise provided by the General Corporation Law of the State
of Delaware or the Certificate of Incorporation, each stockholder shall be
entitled to one vote for each outstanding share of stock of the Corporation
held by such stockholder. Each stockholder shall, at each meeting of the
stockholders, be entitled to vote in person or by proxy each share or
fractional share of the stock of the Corporation having voting rights on the
matter in question and which shall have been held by him and registered in his
name on the books of the Corporation on the date fixed pursuant to Section 2.12
of these Bylaws as the record date for the determination of stockholders
entitled to notice of and to vote at such meeting. (b) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity
shall be entitled to vote such stock. Persons whose stock is pledged shall be
entitled to vote, unless in the transfer by the pledgor on the books of the
Corporation he shall have expressly empowered the pledgee to vote thereon, in
which case only the pledgee, or his proxy, may represent such stock and vote
thereon. Stock having voting power standing of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or with respect to
which two or more persons (including proxyholders) have the same fiduciary
relationship, shall be voted in accordance with the provisions of the General
Corporation Law of the State of Delaware. (c) Any such voting rights may be exercised by the stockholder entitled
thereto in person or by his proxy appointed by an instrument in writing,
subscribed by such stockholder or by his attorney thereunto authorized and
delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless such proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. Except as otherwise provided in the
Certificate of Incorporation, in these Bylaws or by law, at any meeting of the
stockholders the affirmative vote of the majority of shares present in person
or represented by proxy at the meeting and entitled to vote on the subject
matter shall be the act of the stockholders. Shares withdrawn from a meeting
prior to a vote of stockholders shall not be deemed present for purposes of
determining the number of shares necessary to approve 3




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any action taken at the meeting subsequent to the withdrawal of the
shares. The vote at any meeting of the stockholders on any question need not be
by written ballot, unless so directed by the chairman of the meeting. On a vote
by ballot each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and it shall state the number of shares voted. 2.09 List of Stockholders. The Secretary of the Corporation shall prepare
and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. 2.10 Inspectors of Election. If at any meeting of the stockholders a vote
by written ballot shall be taken on any question, the chairman of such meeting
may appoint an inspector or inspectors of election to act with respect to such
vote. Each inspector of election so appointed shall first subscribe an oath
faithfully to execute the duties of an inspector of election at such meeting
with strict impartiality and according to the best of his ability. Such
inspectors of
election shall decide upon the qualification of the voters and shall report the
number of shares represented at the meeting and entitled to vote on such
question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of inspectors of election shall be in
writing and
subscribed and delivered by them to the Secretary of the Corporation. The
inspectors of election need not be stockholders of the Corporation, and any
officer of the Corporation may be an inspector of election on any question
other than a vote for or against a proposal in which he shall have a material
interest. 2.11 No Action By Consent of Stockholders. Whenever, and so long as, the
Corporation is subject to the reporting requirements of Section 12 or 15(d) of
the Securities Exchange Act of 1934 (or any successor law), any action required
or permitted to be taken at any annual or special meeting of stockholders may
be taken only upon the vote of stockholders at an annual or special meeting
duly noticed and called in accordance with the General Corporation Law of the
State of Delaware and may not be taken by written consent of stockholders
without a meeting. 2.12 Fixing Date for Determination of Stockholders of Record. (a) In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, the Board may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board, and which record date shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting. If no record date is fixed by
the Board, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice 4




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is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held. A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of such meeting; provided, however, that the
Board may fix a new record date for the adjourned meeting. (b) In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted, and which
record date shall be not more than sixty (60) days prior to such action. If no
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto. 2.13 Stockholder Proposals. (a) At any meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the Board of Directors or by any stockholder of the Corporation who is a
stockholder of record at the time of giving the notice provided for in this
Section 2.13, who shall be entitled to vote at such meeting and who complies
with the procedures set forth below. For business to be properly brought before
a stockholder meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholders notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty (60) days
nor more than ninety (90) days prior to the meeting; provided, however, that in
the event that less than seventy (70) days notice or prior public disclosure
of the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure thereof was made,
whichever occurred first. A stockholders notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the meeting
(i) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (ii) the
name and record address of the stockholder proposing such business, (iii) the
class and number of shares of the Corporation which are beneficially owned by
the stockholder,
and (iv) any material interest of the stockholder in such business.
Notwithstanding the foregoing, nothing in this Section 2.13 shall be
interpreted or construed to require the inclusion of information about any such
proposal in any proxy statement distributed by, at the direction of, or on
behalf of the Board. Notwithstanding anything in these Bylaws to the contrary,
no business
shall be conducted at a stockholder meeting except in accordance with the
procedures set forth in this Section 2.13. For purposes of this Section 2.13,
any adjournment(s) or postponement(s) of the original meeting shall be deemed
for purposes of notice to be a continuation of the original meeting and no
business may be brought before any reconvened meeting unless such timely notice
of such business was given to the Secretary of the Corporation for the meeting
as originally scheduled. (b) If the chairman of the meeting shall determine, based on the facts,
that business was not properly brought before the meeting in accordance with
the provisions of this 5




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Section 2.13, the chairman shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of Section 2.13(a) and 2.13(b), a
stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, and the rules and regulations thereunder with
respect to the matters set forth in this Section 2.13. 2.14 Notice of Stockholder Nominees. (a) Only persons who are nominated in accordance with the procedures set
forth in these Bylaws shall be eligible to serve as directors. Nominations of
persons for election to the Board of Directors of the Corporation shall be made
only at a meeting of stockholders and only (1) by or at the direction of the
Board of Directors or a committee thereof or (2) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 2.14, who shall be entitled to vote for the
election of directors at the meeting and who complies with the notice
procedures set forth in this Section 2.14. Such nominations, other than those
made by or at the direction of the Board, must be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
stockholders notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty (60) days
nor more than ninety (90) days prior to the meeting; provided, however, that
in the event that less than seventy (70) days notice or prior public
disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was
mailed or such public disclosure thereof was made, whichever occurred first.
Such stockholders notice shall set forth: (i) as to each person whom the
stockholder proposes to nominate for election or re-election as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, (including such persons written consent to being named in
the proxy
statement as a nominee and to serving as a director if elected); and (ii) as to
the stockholder giving the notice (A) the name and address, as they appear on
the Corporations books, of such stockholder, and (B) the class and number of
shares of the Corporation which are beneficially owned by such stockholder.
Notwithstanding the foregoing, nothing in this Section 2.14 shall be
interpreted or construed to require the inclusion of information about any such
nominee in
any proxy statement distributed by, at the direction of, or on behalf of the
Board. Notwithstanding anything in these Bylaws to the contrary, no person
shall be eligible to serve as a director of the Corporation unless nominated in
accordance with the procedures set forth in this Section 2.14. Notwithstanding
the foregoing provisions of this Section 2.14, a stockholder shall also comply
with all applicable requirements of the Securities Exchange Act of 1934, and
the rules and regulations thereunder with respect to the matters set forth in
this Section 2.14. For purposes of this Section 2.14, any adjournment(s) or
postponement(s) of the original meeting shall be deemed for purposes of notice
to be a continuation of the original meeting and no nominations by a
stockholder of persons to be elected directors of the Corporation may be made
at any such reconvened meeting unless pursuant to a notice which was timely for
the meeting on the date originally scheduled. 6




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(b) If the chairman of the meeting shall determine, based on the facts,
that a nomination was not made in accordance with the procedures prescribed by
this Section 2.14, the chairman shall so declare to the meeting and the
defective nomination shall be disregarded. ARTICLE III Board of Directors 3.01 General Powers. The property, business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. 3.02 Number, Classes, Term of Office. (a) The number of directors of the Corporation shall not be less than
three (3) nor more than fifteen (15), with the exact number of directors to be
determined from time to time solely by resolution adopted by the affirmative
vote of a majority of the directors then in office. The exact number of
directors shall be six (6) until changed, within the limits specified above,
by resolution, duly approved by the Board of Directors. The maximum and minimum
number of directors permitted under these Bylaws may not be amended without a
duly adopted amendment to these Bylaws approved in accordance with the
provisions of the Corporations Certificate of Incorporation. The directors
shall be divided into three classes, designated Class I, Class II and Class
III. Each class shall consist, as nearly as may be possible, of one-third of
the total number of directors constituting the entire Board of Directors.
Except as otherwise provided in the Certificate of Incorporation, each director
shall serve for a term ending on the date of the third annual meeting of
stockholders next following the annual meeting at which such director was
elected. Notwithstanding the foregoing, each of the directors of the
Corporation shall hold office until his successor shall have been duly elected
and qualified or until he shall resign or shall have been removed in the manner
hereinafter provided. (b) No person may stand for election to, or be elected to, the Board of
Directors or be appointed by the directors to fill a vacancy on the Board of
Directors who shall have made, or be making, improper or unlawful use of the
Corporations confidential information, or who has interests which conflict
materially with the interests of the Corporation. Directors need not be
stockholders. 3.03 Election of Directors. The directors shall be elected by the
stockholders of the Corporation, and at each election the persons receiving the
greatest number of votes, up to the number of directors then to be elected,
shall be the persons then elected. The election of directors is subject to any
provisions contained in the Certificate of Incorporation relating thereto,
including provisions for a classified Board and no cumulative voting. 3.04 Resignations. Any director of the Corporation may resign at any time
by giving written notice to the Board or to the Secretary of the Corporation.
Any such resignation shall take effect at the time specified therein, or, if
the time be not specified, it shall take effect immediately upon its receipt;
and unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. 7




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3.05 Vacancies. Except as otherwise provided in the Certificate of
Incorporation, any vacancy in the Board, whether because of death, resignation,
disqualification, an increase in the number of directors or any other cause,
may be filled by a majority of the remaining directors, although less than a
quorum. Each director so chosen to fill a vacancy shall hold office until his
successor shall have been elected and qualified or until he shall resign or
shall have been removed in the manner hereinafter provided. 3.06 Place of Meeting, Etc. The Board may hold any of its meetings at such
place or places within or without the State of Delaware as the Board may from
time to time by resolution designate or as shall be designated by the person or
persons calling the meeting or in the notice or a waiver of notice of any such
meeting. 3.07 Participation by Telephone. Directors may participate in any regular
or special meeting of the Board, or any meeting of any committee of the Board,
by means of conference telephone or similar communications equipment pursuant
to which all persons participating in the meeting of the Board can hear each
other, and such participation shall constitute presence in person at such
meeting. 3.08 Regular Meetings. Regular meetings of the Board may be held at such
times as the Board shall from time to time by resolution determine. If any day
fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting shall be held at the same hour and
place on the next succeeding business day not a legal holiday. Except as
otherwise required by law, notice of regular meetings need not be given. 3.09 Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman of the Board, the Chief Executive Officer or
any two or more directors. Except as otherwise provided by law or by these
Bylaws, notice of the time and place of each such special meeting shall be
mailed to each director, addressed to him at his residence or usual place of
business, at least five (5) days before the day on which the meeting is to be
held, or shall be sent to him at such place by telegraph, overnight courier,
telecopy communication or cable or be delivered personally not less than
forty-eight (48) hours before the time at which the meeting is to be held.
Except where otherwise required by law or by these Bylaws, notice of the
purpose
of a special meeting need not be given. 3.10 Quorum and Manner of Acting. Except as otherwise provided in these
Bylaws, the Certificate of Incorporation or by law, the presence of a majority
of the authorized number of directors shall be required to constitute a quorum
for the transaction of business at any meeting of the Board, and all matters
shall be decided at any such meeting, a quorum being present, by the
affirmative votes of a majority of the directors present. A director who
withdraws from a meeting shall not be deemed present at the meeting for
purposes of determining the number of director votes necessary to approve any
action taken at the meeting subsequent to the withdrawal of the director. A
meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of a sufficient number of directors to
leave less
than a quorum, provided any action taken is approved by at least a majority of
the required quorum for such meeting or by such greater number as may be
required by these Bylaws, the Certificate of Incorporation or applicable law.
In the absence of a quorum, a majority of directors 8




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present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such. 3.11 Action by Consent. Any action required or permitted to be taken at
any meeting of the Board or of any committee thereof may be taken without a
meeting if a written consent thereto is signed by all members of the Board or
of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee. 3.12 Compensation. The directors shall receive such compensation for their
services as directors as may be fixed by resolution of the Board from time to
time. The Board may also provide that the Corporation shall reimburse a
director for any expense incurred by the director on account of the directors
attendance at any meetings of the Board or committees of the Board. Neither the
payment of such compensation nor the reimbursement of such expenses shall be
construed to preclude any director from serving the Corporation or its
subsidiaries in any other capacity and receiving compensation therefor. 3.13 Committees of Directors. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation. Any such
committee, to the extent provided in the resolution of the Board and except as
otherwise limited by law, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporations
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the Bylaws of the
Corporation; and unless the resolution of the Board of Directors, the
Certificate of Incorporation or these Bylaws expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger pursuant to Delaware law. Any such committee shall keep written minutes
of its meetings and report the same to the Board at the next regular meeting of
the Board. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member. 3.14 Rights of Preferred Stock. Notwithstanding anything else contained in
these Bylaws, whenever the holders of one or more classes or series of
Preferred Stock shall have the right, voting separately as a class or series,
to elect directors, the nomination, election, term of office, filling of
vacancies, removal and other features of directorships shall be governed by
the terms of the certificate of designation for such class or series. 9




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ARTICLE IV Officers 4.01 Corporate Officers. (a) The officers of the Corporation shall be a Chief Executive Officer, a
President, one or more executive-level Vice Presidents (the number thereof and
their respective titles to be determined by the Board), a Secretary and a Chief
Financial Officer, each to be appointed at the discretion of the Board, and
such other officers as may be appointed in accordance with the provisions of
Section 4.01(b). (b) In addition to the officers specified in Section 4.01(a), the Chief
Executive Officer or the President may appoint such other officers as they may
deem necessary or advisable, including a Chairman of the Board, one or more
Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, one or
more Vice Presidents and one or more Assistant Vice Presidents, each of whom
shall hold office for such period, have such authority and perform such duties
as the Chief Executive Officer or the President may from time to time
determine. (c) Any number of offices may be held by the same person. 4.02 Election, Term of Office and Qualifications. Each officer shall hold
office until such officer shall resign or shall be removed or otherwise
disqualified to serve, or the officers successor shall be appointed and
qualified. 4.03 Removal. Any officer of the Corporation may be removed, with or
without cause, at any time at any regular or special meeting of the Board by a
majority of the directors of the Board at the time in office or, except in the
case of an officer appointed by the Board, by any officer of the Corporation or
committee of the Board upon whom or which such power of removal may be
conferred by the Board. 4.04 Resignations. Any officer may resign at any time by giving written
notice of his resignation to the Board, the President or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, upon receipt thereof by the Board,
President or Secretary; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. 4.05 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or other cause may be filled for the unexpired
portion of the term thereof in the manner prescribed in these Bylaws for
regular appointments or elections to such office. 4.06 Chairman of the Board. The Chairman of the Board, if such an officer
is elected, shall preside at all meetings of the stockholders and the Board and
shall have such other powers and duties as may from time to time be assigned to
him by the Board or prescribed by the Bylaws. 4.07 Chief Executive Officer. The Chief Executive Officer of the
Corporation shall be the chief executive officer of the Corporation unless
otherwise determined by the Board, and shall have, subject to the control of
the Board, general and active supervision and management over the business of
the Corporation and over its several officers, assistants, agents 10




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and employees. In the absence or nonappointment of a Chairman of the
Board, the Chief Executive Officer shall preside at all meetings of the
stockholders and at all meetings of the Board if present thereat. 4.08 President and Chief Operating Officer. The President and Chief
Operating Officer of the Corporation shall be the chief operating officer of
the Corporation subject to the authority of the Chief Executive Officer, and
shall report directly to the Chief Executive Officer. The President and Chief
Operating Officer shall have such powers and perform such duties as the Board
and/or Chief Executive Officer may from time to time prescribe. 4.09 Vice Presidents. Each Vice President shall have such powers and
perform such duties as the Board may from time to time prescribe. 4.10 Chief Financial Officer. The Chief Financial Officer shall supervise,
have custody of, and be responsible for all funds and securities of the
Corporation. The Chief Financial Officer shall deposit all such funds in the
name of the Corporation in such banks, trust companies or other depositories as
shall be selected by the Board or in accordance with authority delegated by the
Board. The Chief Financial Officer shall receive, and give receipts for, moneys
due and payable to the Corporation from any source whatsoever. The Chief
Financial Officer shall exercise general supervision over expenditures and
disbursements made by officers, agents and employees of the Corporation and the
preparation of such records and reports in connection therewith as may be
necessary or desirable. The Chief Financial Officer shall, in general, perform
all other duties incident to the office of Chief Financial Officer and such
other duties as from time to time may be assigned to the Chief Financial
Officer by the Board. 4.11 Secretary. The Secretary shall have the duty to record the
proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose. The Secretary shall see that all notices are
duly given in accordance with these Bylaws and as required by law; shall be
custodian of the seal of the Corporation and shall affix and attest the seal to
all documents to be executed on behalf of the Corporation under its seal; and,
in general, he shall perform all the duties incident to the office of Secretary
and such other duties as may from time to time be assigned to him by the Board. 4.12 Treasurer. The Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe. Unless otherwise provided
by the Board, the Chief Financial Officer shall be the Treasurer of the
Corporation. 4.13 Compensation. The compensation of the officers of the Corporation
shall be fixed from time to time by the Board. None of such officers shall be
prevented from receiving such compensation by reason of the fact that he is
also a director of the Corporation. Nothing contained herein shall preclude any
officer from serving the Corporation, or any subsidiary corporation, in any
other capacity and receiving proper compensation therefor. 11




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ARTICLE V Contracts, Checks, Drafts, Bank Accounts, Etc. 5.01 Execution of Contracts. The Board, except as in these Bylaws
otherwise provided, may authorize any officer or officers, agent or agents, to
enter into any contract or execute 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 by the Board or by these Bylaws, 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 in any amount. 5.02 Checks, Drafts, Etc. All checks, drafts or other orders for payment
of money, notes or other evidence of indebtedness, issued in the name of or
payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board. Each such person shall give such bond, if any, as the
Board may require. 5.03 Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board may select, or as may be
selected by any officer or officers, assistant or assistants, agent or agents,
or attorney or attorneys of the Corporation to whom such power shall have been
delegated by the Board. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, the President, any Vice
President or the Chief Financial Officer, (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may
endorse, assign and deliver checks, drafts and other orders for the payment of
money which are payable to the order of the Corporation. 5.04 General and Special Bank Accounts. The Board may from time to time
authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositories as the Board may select or as
may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient. ARTICLE VI Shares and Their Transfer 6.01 Certificates for Stock. (a) 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 or all classes or series of its stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board, every holder of
stock 12




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represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate, in such form as
the Board shall prescribe, signed by, or in the name of the Corporation by the
Chairman or Vice Chairman of the Board, or the President or Vice President, and
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation representing the number of shares registered in
certificate form. Any of or all of the signatures on the certificates may be a
facsimile. In case any officer, transfer agent or registrar who has signed, or
whose facsimile signature has been placed upon, any such certificate, shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, such certificate may nevertheless be issued by the
Corporation with the same effect as though the person who signed such
certificate, or whose facsimile signature shall have been placed thereupon,
were such officer, transfer agent or registrar at the date of issue. (b) A record shall be kept of the respective names of the persons, firms
or corporations owning the stock represented by such certificates, the number
and class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04. 6.02 Transfers of Stock. Transfers of shares of stock of the Corporation
shall be made only on the books of the Corporation by the registered holder
thereof, or by such holders attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of
the certificate or certificates for such shares properly endorsed and the
payment of all taxes thereon. The person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation. Whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact shall be so expressed in the
entry of transfer if, when the certificate or certificates shall be presented
to the Corporation for transfer, both the transferor and the transferee request
the Corporation to do so. 6.03 Regulations. The Board may make such rules and regulations as it may
deem necessary or appropriate, not inconsistent with these Bylaws, concerning
the issue, transfer and registration of certificates for shares of the stock of
the Corporation. It may appoint, or authorize any officer or officers to
appoint, one or more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates for stock to bear the
signature or signatures of any of them. 6.04 Lost, Stolen, Destroyed and Mutilated Certificates. In any case of
loss, theft, destruction or mutilation of any certificate of stock, another may
be issued in its place upon proof of such loss, theft, destruction or
mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a
new certificate may be issued without requiring any bond when, in the judgment
of the Board, it is proper so to do. 13




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ARTICLE VII Indemnification 7.01 Authorization For Indemnification. The Corporation shall indemnify,
in the manner and to the full extent permitted by law, any person (or the
estate, heirs, executors, or administrators of any person) who was or is a
party to, or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether or not by or in the right of the
Corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was a director or
officer of the Corporation, or 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, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal action or
proceeding, that such person had reasonable cause to believe that such persons
conduct was unlawful. 7.02 Advance of Expenses. Costs and expenses (including attorneys fees)
incurred by or on behalf of a director or officer in defending or investigating
any action, suit, proceeding or investigation shall be paid by the Corporation
in advance of the final disposition of such matter, if such director or officer
shall undertake in writing to repay any such advances in the event that it is
ultimately determined that such person is not entitled to indemnification.
Notwithstanding the foregoing, no advance shall be made by the Corporation if a
determination is reasonably and promptly made by the Board by a majority vote
of a quorum of disinterested directors, or (if such a quorum is not obtainable
or, even if obtainable, a quorum of disinterested directors so directs) by
independent legal counsel, that, based upon the facts known to the Board or
counsel at the time such determination is made, (a) the director or officer
acted in bad faith or deliberately breached such persons duty to the
Corporation or its stockholders, and (b) as a result of such actions by the
director or officer, it is more likely than not that it will ultimately be
determined that such director or officer is not entitled to indemnification. 7.03 Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a member of any committee or similar
body against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such persons status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Article or applicable law. 7.04 Non-exclusivity. The right of indemnity and advancement of expenses
provided herein shall not be deemed exclusive of any other rights to which any
director or officer or any other person seeking indemnification or advancement
of expenses from the Corporation may be entitled under applicable law, any
agreement, vote of stockholders or disinterested 14




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directors or otherwise, both as to action in such persons official
capacity and as to action in another capacity while holding such office. Any
agreement for indemnification of or advancement of expenses to any director,
officer, employee or other person may provide rights of indemnification or
advancement of expenses which are broader or otherwise different from those set
forth herein. ARTICLE VIII Miscellaneous 8.01 Seal. The Corporation may have a corporate seal which shall have the
name of the Corporation inscribed thereon and shall be in such form as may be
approved from time to time by the Board of Directors. It shall not be necessary
to the validity of any instrument executed by any authorized officer or
officers of the Corporation that the execution of such instrument be evidenced
by the corporate seal, and all documents, instruments, contracts and writings
of all kinds signed on behalf of the Corporation by any authorized officer or
officers shall be as effectual and binding on the Corporation without the
corporate seal, as if the execution of the same had been evidenced by affixing
the corporate seal thereto. The Board may give general authority to any officer
to affix the seal of the Corporation and to attest the affixing by signature. 8.02 Waiver of Notices. Whenever notice is required to be given by these
Bylaws or the Certificate of Incorporation or by law, the person entitled to
said notice may waive such notice in writing, either before or after the time
stated therein, and such waiver shall be deemed equivalent to notice.
Attendance of a person at a meeting (whether in person or by proxy in the case
of a meeting of stockholders) shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of any regular or special meeting of the
stockholders, directors or members of a committee of directors need be
specified in any written waiver of notice. 8.03 Amendments. Except as otherwise provided herein or by law, and
subject to the Certificate of Incorporation, these Bylaws, or any of them, may
be altered, amended or repealed, and new Bylaws may be adopted, (i) by the
stockholders, at any annual meeting of stockholders, or at any special meeting
of stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of meeting, or (ii) by the Board. Any
Bylaws made or altered by the stockholders may be altered or repealed by either
the Board or the stockholders. 8.04 Representation of Other Corporations. The Chief Executive Officer,
President, any Vice President or the Secretary of this Corporation 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 to said
officers to vote or represent on behalf of this Corporation any and all shares
held by this Corporation in any other corporation or corporations may be
exercised either by such 15




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officers in person or by any person authorized so to do by proxy or power
of attorney duly executed by said officers. 8.05 Fiscal Year. The fiscal year of the Corporation shall be determined
by resolution of the Board. 16




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CERTIFICATE OF SECRETARY OF MEADE INSTRUMENTS CORP.,
a Delaware corporation The undersigned, Steven G. Murdock, does hereby certify that he is the
Secretary of Meade Instruments Corp., a Delaware corporation (the Company),
and that attached hereto as Exhibit A is a true, complete and correct copy of
the Amended and Restated Bylaws of the Company, effective as of May 28, 2003. IN WITNESS WHEREOF, the undersigned has signed his name to this
certificate this 28th day of May, 2003. /s/ Steven G. MurdockSteven G. MurdockSecretary