EXHIBIT
3.2





SPORT
CHALET, INC.





BYLAWS





(Adopted
as of October 8, 1992)


(Amended
as of August 1, 2001)


(Amended
as of November 5, 2007)


(Amended
as of September 15, 2009)





1.          
  OFFICES




The
registered office of Sport Chalet, Inc. (the "Corporation") in the State of
Delaware shall he located at the principal place of business in that state of
the corporation, or individual acting as the Corporation's registered agent, in
the State of Delaware. The Corporation shall have offices at such other places
as the Board of Directors may from time to time determine.




2.         
   STOCKHOLDERS




(a)           Annual
Meetings.




The
annual meeting of the stockholders for the election of Directors and for the
transaction of such other business as may properly come before the meeting shall
be held on such date as the Board of Directors shall each year fix. Each such
annual meeting shall he held at such place, within or without the State of
Delaware, and hour as shall be determined by the Board of Directors. The day,
place and hour of each annual meeting shall be specified in the notice of such
annual meeting. Any annual meeting of stockholders may be adjourned from time to
time and place to place until its business is completed.




(b)           Business
Conducted at Meetings.




At an
annual meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual 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 days nor
more than ninety days prior to the meeting; provided, however, that in the event
that less than seventy 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 tenth day
following the date on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting, (b) the name and address, as they appear on
the Corporation's books, of the stockholder proposing such business, (c) the
class and number of shares of the Corporation which are beneficially owned by
the stockholder, and (d) any material interest of the stockholder in such
business. Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 2. The presiding officer of an annual meeting shall,
if the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section 2, and if he or she should so determine, declare to the meeting that any
such business not properly brought before the meeting shall not be
transacted.




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(c)           Special
Meetings.




Except as
otherwise required by law and subject to the rights of the holders of any class
or series of stock having a preference over the Common Stock as to dividends or
on liquidation, special meetings of the stockholders may be called only by the
Chairman of the Board, the President and Chief Executive Officer, the Board of
Directors pursuant to a resolution approved by a majority of the entire Board of
Directors or holders of Common Stock representing at least 66% of the votes
entitled to be cast by the outstanding Common Stock.. The term "entire Board of
Directors", as used in these Bylaws, means the total number of Directors which
the Corporation would have if there were no vacancies.




(d)           Stockholder
Action: How Taken.




Any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of such holders and
may not he effected by any consent in writing by such stockholders.




(e)           Notice of
Meeting.




Written
notice stating the place, date and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
not less than ten nor more than sixty days before the date of the meeting,
except as otherwise required by statute or the Certificate of Incorporation,
either personally or by mail, prepaid telegram, telex, cablegram, or radiogram,
to each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
postage prepaid, addressed to the stockholder at his address as it appears on
the stock records of the Corporation. If given personally or otherwise than by
mail, such notice shall he deemed to he given when either handed to the
stockholder or delivered to the stockholder's address as it appears on the stock
records of the Corporation.




(f)           Waiver.




Attendance
of a stockholder of the Corporation, either in person or by proxy, at any
meeting, whether annual or special, shall constitute a waiver of notice of such
meeting, except where a stockholder 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. A written waiver of
notice of any such meeting signed by a stockholder or stockholders entitled to
such notice, whether before, at or after the time for notice or the time of the
meeting, shall be equivalent to notice. Neither the business to be transacted
at, nor the purpose of, any meeting need be specified in any written waiver of
notice.




(g)           Voting
List.




The
Secretary shall prepare and make, at least ten 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 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 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall he specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to he held. The list shall be
produced and kept at the place of the meeting during the whole time thereof and
may be inspected by any stockholder who is present.




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(h)           Quorum.




Except as
otherwise required by law, the Certificate of Incorporation or these Bylaws, the
holders of not less than one-third of the shares entitled to vote at any meeting
of the stockholders, present in person or by proxy, shall constitute a quorum,
and the act of the majority of such quorum shall be deemed the act of the
stockholders. If a quorum shall fail to attend any meeting, the chairman of the
meeting may adjourn the meeting to another place, date or time.




If a
notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then, except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of voters cast at such meeting.




(i)           Procedure.




The order
of business and all other matters of procedure at every meeting of the
stockholders may be determined by the presiding officer.




(j)           Proxies.




Each
proxy shall be in writing and shall be executed by the stockholder giving the
proxy or by such stockholder's duly authorized attorney. No proxy shall be voted
or acted upon after three (3) years from its date, unless the proxy expressly
provides for a longer period. Unless and until voted, every proxy shall be
revocable at the pleasure of the person who executed it or of his or her legal
representative or assigns, except in those cases where an irrevocable proxy
permitted by the General Corporation Law of the State of Delaware shall have
been given.




3.           DIRECTORS




(a)           Number,
Election, and Terms.




Except
as otherwise fixed pursuant to the provisions of Article IV of the Certificate
of Incorporation relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors, the number of Directors shall be fixed from time
to time by the Board of Directors but shall not be less than three. Each Director, The
Directors, other than
those who may be elected by the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation, shall be
classified with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as determined by the Board
of Directors, Class I to hold office initially for a term expiring at the annual
meeting of stockholders to be held during the fiscal year ending in 1994, Class
2 to hold office initially for a term expiring at the annual meeting of
stockholders to be held during the fiscal year ending in 1995, and Class 3 to
hold office initially for a term expiring at the annual meeting of stockholders
to be held during the fiscal year ending in 1996, with the members of each class
to hold office until their successors are elected and qualified. At each annual
meeting of stockholders, the successors of the class of Directors whose term
expires at that meeting shall be elected to hold office for a term expiring at
the annual meeting of stockholders held in the third fiscal year following the
fiscal year of their election. to elect Directors, shall be elected
at each annual meeting of stockholders to serve until the next annual meeting of
stockholders and until his or her successor shall have been duly elected and
qualified, subject to his or her earlier death, resignation, disqualification or
removal.  The term of each Director serving immediately prior to the
annual meeting of stockholders in 2009 shall expire at such annual meeting,
notwithstanding that he or she had been elected for a term that extended beyond
the date of such meeting.


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Subject to the rights of
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to
elect Directors,
nominations for the election of Directors may he made by the Board of Directors
or a committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of Directors generally.  However, any
stockholder entitled to vote in the election of Directors generally may nominate
one or more persons for election as Directors at a meeting only if written
notice of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than the close of
business on the tenth day following the date on which notice of such meeting is
first given to stockholders with respect to an election to be held at an annual
or special meeting of stockholders.  Each such notice shall set forth:
(a) the name and address of the stockholder who intends to make the nomination
and of the person or persons to be nominated; (b) representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission; and (e) the consent of each nominee
to serve as a Director of the Corporation if so elected. The presiding officer
of the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedure.




(b)           Newly
Created Directorships and Vacancies.




Except
as otherwise fixed pursuant to the provisions of Article IV of the Certificate
of Incorporation relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect Directors, newly created directorships resulting from any
increase in the number of Directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other cause
shall be filled solely by the affirmative vote of a majority of the remaining
Directors then in office, even though less than a quorum of the Board of
Directors. Any Director elected in accordance with the preceding sentence shall
hold office for
untilthe remainder
next annual meeting of the
full term of the class of Directors in which the new directorship was created or
the vacancy occurred
stockholdersand until such
Director's his or her successor shall have been duly
elected and qualified, subject to his
or her earlier death, resignation, disqualification or
removal.  No decrease in the number of Directors constituting
the Board of Directors shall shorten the term of any incumbent
Director.




(c)           Removal.




Subject
to the rights of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation to elect Directors under
specified circumstances, any Director may be removed from office without cause,
only by the affirmative vote of the holders of at least 66% of the combined
voting power of the then outstanding shares of stock entitled to vote generally
in the election of Directors, voting together as a single class.




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(d)           Regular
Meetings.




Regular
meetings of the Board of Directors shall he held at such times and places as the
Board of Directors may from time to time determine.




(e)           Special
Meetings.




Special
meetings of the Board of Directors may be called at any time, at any place and
for any purpose by the Chairman of the Executive Committee, the Chairman of the
Board, or by any officer of the Corporation upon the request of a majority of
the entire Board of Directors.




(f)           Notice of
Meetings.




Notice of
regular meetings of the Board of Directors need not he given.




Notice of
every special meeting of the Board of Directors shall he given to each Director
at his usual place of business or at such other address as shall have been
furnished by him for such purpose. Such notice shall be properly and timely
given if it is (a) deposited in the United States mail not later than the
seventh calendar day preceding the date of the meeting, or (h) personally
delivered, mailed, telegraphed, or communicated by telephone at least
forty-eight hours before the time of the meeting. Such notice need not include a
statement of the business to he transacted at, or the purpose of, any such
meeting.




(g)           Waiver.




Attendance
of a Director at a meeting of the Board of Directors shall constitute a waiver
of notice of such meeting, except where a Director 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. A written waiver of notice signed, by a Director or Directors entitled
to such notice, whether before, at, or after the time for notice or the time of
the meeting, shall be equivalent to the giving of such notice.




(h)           Quorum.




Except as
may be otherwise provided by law or in these Bylaws, the presence of a majority
of the entire Board of Directors shall be necessary and sufficient to Constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, and the act of a majority of such quorum shall be deemed the act of
the Board of Directors. Less than a quorum may adjourn any meeting of the Board
of Directors from time to time without notice.




(i)           Participation
in Meetings By Telephone.




Members
of the Board of Directors, or of any committee thereof, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and, such participation shall constitute presence in
person at such meeting.




(j)           Powers.




The
business, property and affairs of the Corporation shall he managed by or under
the direction of its Board of Directors, which shall have and may exercise all
the powers of the Corporation to do all such lawful acts and things as are not
by law, or by the Certificate of Incorporation, or by these Bylaws, directed or
required to be exercised or done by the stockholders.




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(k)           Compensation
of Directors.




Directors
shall receive such compensation for their services as shall he determined by a
majority of the entire Board of Directors, provided that Directors who are
serving the Corporation as officers or employees and who receive compensation
for their services as such officers or employees shall not receive any salary or
other compensation for their services as Directors.




(l)           Action
Without a Meeting.




Unless
otherwise restricted by the Certificate of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if written
consent thereto is signed by all members of the Board of Directors 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.




(m)           Committees.




The Board
of Directors may, by resolution adopted by a majority vote of the entire Board
of Directors, designate one or more committees as provided by
law.  Any such committee or committees shall have and may exercise all
the powers and authority set forth in the resolution designating such committee,
except as provided by law, the Certificate of Incorporation, and these
Bylaws.




4.           CERTAIN
BUSINESS COMBINATIONS




(a)




(1)           Higher Vote for Certain
Business Combinations.  In addition to any affirmative vote
required by law or this Certificate of incorporation, and except as otherwise
expressly provided in Section 2 of this Article IV:




1)                 Any
merger or consolidation of the Corporation or any Subsidiary (as hereinafter
defined) with (A) any Interested Stockholder (as hereinafter defined) or (B) any
other corporation (whether or not itself an interested Stockholder) which is, or
after such merger or consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Stockholder; or




2)                 Any
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) to or with any Interested Stockholder
or any Affiliate of any Interested Stockholder of any assets of the Corporation
having an aggregate Fair Market Value of $2,000,000 or more; or




3)                 The
issuance or transfer by the Corporation or any Subsidiary (in one transaction or
series of transactions) of any securities of the Corporation or any Subsidiary
to any Interested Stockholder or any Affiliate of any Interested Stockholder in
exchange for cash, securities or other property (or a combination thereof)
having an aggregate Fair Market Value of $2,000,000 or more; or




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4)                 The
adoption of any plan or proposal for the liquidation or dissolution of the
Corporation proposed by or on behalf of any Interested Stockholder or any
Affiliate of any Interested Stockholder; or




5)                 Any
reclassification of securities (including any reverse stock split).
recapitalization, reorganization, merger or consideration of the Corporation. or
any other transaction (whether or not with or into or otherwise involving an
Interested Stockholder) which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of any class of
Equity Security (as hereinafter defined) of the Corporation or any Subsidiary
which is directly or indirectly owned by any Interested Stockholder or any
Affiliate of any Interested Stockholder;




shall
require the affirmative vote of the holders of at least sixty-six percent (66w)
of the voting power of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (the "Voting
Stock"), voting together as a single class (it being understood that for the
purposes of this Article IV, each share of the Voting Stock shall have the
number of votes granted to it pursuant to or in accordance with the provisions
of Article IV of the Certificate of Incorporation). Such affirmative vote shall
be required notwithstanding the fact that no vote may be required, or that a
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.




(2)           Definition of "Business
Combination".  The term "Business Combination" used in this
Article IV shall mean any transaction which is referred to in any one or more of
clauses (i) through (v) of Paragraph (a) of this Section 1.




(b)           When
Higher Vote Is Not Required.




The
provisions of Section 1 of this Article IV shall not he applicable to any
particular Business Combination, and such Business Combination shall require
only such affirmative vote as is required by law and any other provision of the
Certificate of Incorporation, if all of the conditions specified in either of
the following paragraphs (a) or (h) are met:




(1)           Approval by Disinterested
Directors.  The Business Combination shall have been approved
by a majority of the Disinterested Directors (as hereinafter
defined).




(2)           Price and Procedure
Requirements.  All of the following conditions shall have been
met:




1)                 The
aggregate amount of the cash and the Fair Market Value (as hereinafter defined)
as of the date of the consummation of the Business Combination of the
consideration other than cash to be received per share by holders of Common
Stock in such Business Combination shall be at least equal to the higher of the
following:




a)           if
applicable, the highest per share price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by the lnterested Stockholder
for any shares of Common Stock acquired by it (1) within the two-year period
immediately prior to the first public announcement of the terms of the proposed
Business Combination (the "Announcement Date") or (2) in the transaction in
which it became an Interested Stockholder, whichever is higher; and




b)           The
Fair Market Value per share of Common Stock on the Announcement Date or on the
date on which the Interested Stockholder became an Interested Stockholder (such
latter date is referred to in this Article IV as the "Determination Date"),
whichever is higher.




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2)                 The
aggregate amount of the cash and the Fair Market Value as of the date of the
consummation of the Business Combination of consideration other than cash to be
received per share by holders of shares of any other class of outstanding Voting
Stock shall be at least equal to the highest of the following (it being intended
that the requirements of this paragraph (b)(ii) shall he required to be met with
respect to every class of outstanding Voting Stock, whether or not the
Interested Stockholder has previously acquired any shares of a particular class
of Voting Stock):




a)           If
Applicable, the highest per share price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by the Interested Stockholder
for any shares of such class of Voting Stock acquired by it (1) within the
two-year period immediately prior to the Announcement Date or (2) in the
transaction in which it became an Interested Stockholder, whichever is higher;
and




b)           If
applicable, the highest preferential amount per share to which the holders of
shares of such class of Voting Stock are entitled in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation;
and




c)           The
Fair Market Value per share of such class of Voting Stock on the Announcement
Date or on the Determination Date, whichever is higher.




3)                 The
consideration to be received by holders of a particular class of outstanding
Voting Stock (including Common Stock) shall be in cash or in the same form as
the interested Stockholder has previously paid for shares of such class of
Voting Stock.  If the Interested Stockholder has paid for shares of
any class of Voting Stock with varying forms consideration, the form of
consideration for such class of Voting Stock shall he either cash or the form
used to acquire the largest number of shares of such class of Voting Stock
previously acquired by it. The price determined in accordance with paragraph
(b)(i) and (h)(ii) of this Section 2 shall be subject to appropriate adjustment
in the event of any stock dividend, stock split, combination of shares or
similar event.




4)                 After
such interested Stockholder has become an Interested Stockholder and prior to
the consummation of such Business Combination: A. except as approved by a
majority of the Disinterested Directors, there shall have been no failure to
declare and pay at the regular date therefor any full quarterly dividends
(whether or not cumulative) on any outstanding stock having preference over the
Common Stock as to dividends or upon liquidation; B. there shall have been (1)
no reduction in the annual rate of dividends paid on the Common Stock (except as
necessary to reflect any subdivision of the Common Stock), except as approved by
a majority of the Disinterested Directors, and (2) an increase in such annual
rate of dividends as necessary to reflect any reclassification (including any
reverse stock split recapitalization, reorganization or any similar transaction
which has the effect of reducing the number of outstanding shares of the Common
Stock), unless the failure to so increase such annual rate is approved by a
majority of the Disinterested Directors; and C. such Interested Stockholder
shall have not become the beneficial owner of any additional shares of Voting
Stock except as part of the transaction which results in such Interested
Stockholder becoming an Interested Stockholder.




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5)                 After
such Interested Stockholder has become an Interested Stockholder, such
Interested Stockholder shall not have received the benefit, directly or
indirectly (except proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other tax advantages provided by the Corporation whether
in anticipation of or in connection with such Business Combination or
otherwise.




6)                 A
proxy or information statement describing the proposed Business Combination and
complying with the requirements of the Securities Exchange Act of 1934 and the
rules and regulations thereunder (or any subsequent provisions) replacing such
Act, rules or regulations) shall have been mailed to public stockholders of the
Corporation at least thirty (30) days prior to the consummation of such Business
Combination (whether or not such proxy or information statement is required to
be mailed pursuant to such Act or subsequent provisions.




(c)           Certain
Definitions.




For the
purposes of this Article IV:




(1)           A
"person" shall mean any individual, firm, corporation or other
entity.




(2)           "Interested
Stockholder" shall mean any person (other than the Corporation or any
Subsidiary) who or which: (i) is the beneficial owner, directly or indirectly,
of five percent (5%) or more of the voting power of the outstanding Voting
Stock; or (ii) is an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date in question was the beneficial
owner, directly or indirectly of 5% or more of the voting power of the then
outstanding Voting Stock; or (iii) is an assignee of or has otherwise succeeded
to any shares of Voting Stock which were at any time within the two-year period
immediately prior to the date in question beneficially owned by any Interested
Stockholder, if such assignment or succession shall have occurred in the course
of a transaction or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933.




(3)           A
person shall be a "beneficial owner" of any Voting Stock: (i) which such person
or any of its Affiliates or Associates (as hereinafter defined) beneficially
owns directly or indirectly; or (ii) which such person or any of its Affiliates
or Associates has (a) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise, or (b) the right to vote pursuant to
any agreement, arrangement or understanding; or (iii) which are beneficially
owned, directly or indirectly; by any other person with which such person or any
of its Affiliates or Associates has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting, or disposing of any shares of
Voting Stock.




(4)           For
the purpose of determining whether a person is an Interested Stockholder
pursuant to paragraph (b) of this Section 3, the number of shares of Voting
Stock deemed to be outstanding shall include shares deemed owned through
application of paragraph (c) of this Section 3, but shall not include any other
shares of Voting Stock which may he issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.




(5)           "Affiliate'
or 'Associate" shall have the respective meaning ascribed to such terms in Rule
12b-2 of the Rules and Regulations under the Securities Exchange Act of 1934. as
amended.




(6)           "Subsidiary"
means any corporation of which a majority of any class of Equity Security is
owned, directly or indirectly, by the Corporation, provided, however, that for
the purposes of the definition of Interested Stockholder set forth in paragraph
(h) of this Section 3, the term "Subsidiary" shall mean only a corporation of
which a majority of each class of Equity Security is owned, directly or
indirectly, by the Corporation.




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(7)           "Disinterested
Director" means any member of the Board of Directors who is unaffiliated with
the Interested Stockholder and was a member of the Board of Directors prior to
the time the Interested Stockholder becomes an Interested Stockholder and any
successor of a Disinterested Director who is unaffiliated with the Interested
Stockholder and is recommended to succeed a Disinterested Director by a majority
of Disinterested Directors then on the Board of Directors.




(8)           "Fair
Market Value" means: (i) in the case of stock, the highest closing sale price
during the 30-day period immediately preceding the date in question of a share
of such stock on the Composite Tape for the New York Stock Exchange -- Listed
Stocks, or, if such stock is not quoted on the Composite Tape, on the New York
Stock Exchange, or, if such stock is not listed on such Exchange, on the
principal United States securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed, or, if such stock is not
listed on any such exchange, on the National Association of Securities Dealers,
Inc., Automated Quotations System ("NASDAQ"), National Market, or, if such stock
is not traded on the NASDAQ National Market, the highest closing bid quotation
with respect to a share of such stock during the 10-day period preceding the
date in question on the NASDAQ or any system then in use, or if no such
quotations are available, the fair market value on the date in question of a
share of such stock as determined by the Board of Directors in good faith; and
(ii) in the case of property .other than cash or stock, the fair market value of
such property on the date in question as determined by the Board of Directors in
good faith.




(9)           In
the event of any Business Combination in which the Corporation survives, the
phrase "consideration other than cash to be received" as used in paragraphs
(h)(i) and (ii) of Section 2 of this Article IV shall include the shares of
Common Stock and/or the shares of any other class of outstanding Voting Stock
retained by the holders of such shares.




(10)           "Equity
Security" shall have the meaning ascribed to such term in Section 3(a)(11) of
the Securities Exchange Act of 1934, as amended.




(d)           Powers of
the Board of Directors.




A
majority of the directors shall have the power and duty to determine for the
purposes of this Article IV, on the basis of information known to them after
reasonable inquiry. (a) whether a person is an Interested Stockholder, (b) the
number of shares of Voting Stock beneficially owned by any person, (c) whether a
person is an Affiliate or Associate of another, (d) whether the assets which are
the subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the Corporation or any
subsidiary in any Business Combination has, an aggregate Fair Market Value of
$2,000.00() or more. A majority of the directors shall have the further power to
interpret all of the terms and provisions of this Article IV.




(e)           No Effect
on Fiduciary Obligations of Interested Shareholders.




Nothing
contained in this Article IV shall he construed to relieve any Interested
Stockholder from any fiduciary obligation imposed by law.




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(f)           
Amendment,
Repeal, Etc.




Notwithstanding
any other provisions of the Certificate of Incorporation or the Bylaws (and
notwithstanding the fact that a lesser percentage may he specified by law, the
Certificate of incorporation or the Bylaws) the affirmative vote of the holders
of at least sixty-six percent (66%) of the outstanding Voting Stock, voting
together as a single class, shall he required to amend or repeal, or adopt any
provision inconsistent with this Article IV or any provision
hereof.




5.            OFFICERS




(a)           Number.




The
officers of the Corporation shall be appointed or elected by the Board of
Directors.  The officers shall be a Chairman of the Board, President
and Chief Executive Officer, such number of Executive Vice Presidents and Vice
Presidents as the Board of Directors may from time to time determine, a
Secretary and a Treasurer. Any person may hold two or more offices at the same
time.  The Chairman of the Board shall be chosen from among the Board
of Directors, but the other officers need not be members of the Board. The
election or appointment of an officer shall not create any contract of
employment.




(b)           Additional
Officers.




The Board
of Directors may appoint such other officers as it shall deem
appropriate.




(c)           Terms of
Office.




All
officers, agents and employees of the Corporation shall hold their respective
offices or positions at the pleasure of the Board of Directors and may he
removed at any time by the Board of Directors with or without
cause.




(d)           Authorized
Duties.




The
officers of the Corporation shall perform the duties and exercise the powers as
may be assigned to them from time to time by the Board of Directors or the
Chairman of the Board. In the absence of such assignment, the officers shall
have the duties and powers described in Sections 5 through 10 of this Article
V.




(e)           Office of
the Chairman.




The
Office of the Chairman shall consist of such persons as may be appointed by the
Board of Directors.  The members of the Office of the Chairman shall
have such titles, rank, powers and duties as from time to time may be assigned
to them by the Board of Directors.  From time to time, the Board of
Directors shall appoint one member of the Office of the Chairman to hold those
powers and perform those duties to be held or performed by the Chairman of the
Board under these Bylaws, or shall allocate such powers and duties among one or
more members of the Office of the Chairman.




(f)           The
President and Chief Executive Officer.




The
President shall be the Chief Executive Officer of the Corporation and shall have
general and active management, supervision, direction and control of the
business of the Corporation. He or she shall assist the Chairman of the Board in
the management of the Corporation and in the absence or disability of or upon
the delegation by the Chairman of the Board, he or she shall preside at all
meetings of stockholders and of the Board. The President shall have the general
powers and duties of supervision and management usually vested in the office of
president of a corporation and shall exercise such powers and perform such
duties as generally pertain or are necessarily incidental to his or her office
and shall have such other powers and perform such other duties as may be
specifically assigned to him or her from time to time by the Board or the
Chairman of the Board.




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(g)           The Vice
President(s).




The Vice
President, if any he so appointed by the Board, or if there he more than one,
the Vice Presidents, shall perform such duties as may he specifically assigned
to them from time to time by the Board, the Chairman of the Board or the
President. In case of the absence or disability of the President, and if the
Board, the Chairman of the Board or the President has so authorized, the Vice
President, or if there be more than one Vice President. such Vice Presidents as
the Board, the Chairman of the Board or the President shall designate, shall
perform the duties of the office of the President.




(h)           The
Secretary.




The
Secretary shall attend all meetings of the Board and all meetings of
stockholders and record all votes and record the proceedings of such meetings in
a book to he kept for that purpose. He or she shall perform like duties for any
committees of the Board when required or requested. He or she shall give, or
cause to be given, notice of all meetings of stockholders and, when necessary,
of the Board. The Secretary shall exercise such powers and perform such duties
as generally pertain or are necessarily incidental to his or her office and
shall perform such other duties as may be specifically assigned to him or her
from time to time by the Board, the Chairman of the Board or the President. The
Secretary shall have custody of the corporate seal of the Corporation and he or
she, or an Assistant Secretary, if any, shall have authority to affix the
corporate seal to any instrument requiring it, and when so affixed, it shall he
attested by his or her signature or by the signature of an Assistant
Secretary.




(i)           The
Treasurer.




The
Treasurer shall be the Chief Financial Officer of the Corporation and shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books and records belonging
to the Corporation. He or she shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board or any officer of the Corporation authorized by
the Board to make such designation. The Treasurer shall exercise such powers and
perform such duties as generally pertain or are necessarily incidental to his or
her office and shall perform such other duties as may be specifically assigned
to him or her from time to time by the Board, the Chairman of the Board or the
President. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board, the Chairman of the Board or the President, taking proper
vouchers for such disbursements. He or she shall render to the Chairman of the
Board, the President and the Board (at its regular and special meetings), or
whenever any of them may request it, an account of all of his or her
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board, he or she shall give the Corporation a bond in such sum
and with such surety or sureties as shall be satisfactory to the Board for the
faithful performance of the duties of his or her office and for the restoration
to the Corporation, in case of his or her death, resignation, retirement or
removal from office, of all books, papers, vouchers, monies and other property
of whatever kind in his or her possession or under his or her control belonging
to the Corporation.




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(j)           The
Assistant Secretary(ies).




The
Assistant Secretary, if any be so appointed by the Board, or if there be more
than one, the Assistant Secretaries, shall perform such duties as may be
specifically assigned to them from time to time by the Board, the Chairman of
the Board or the President. In case of the absence or disability of the
Secretary, and if the Board, the Chairman of the Board or the President has so
authorized, the Assistant Secretary, or if there be more than one Assistant
Secretary, such Assistant Secretary as the Board, Chairman of the Board or the
President shall designate shall perform the duties of the office of the
Secretary.




6.          
  INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES




(a)           Indemnification
and Insurance.




(1)           Right to
Indemnification. Subject to the provisions and restrictions of Article V,
Section 10 of the Certificate of Incorporation of the Corporation, each person
who was or is made a party or is threatened to be made a party to or is involved
in any action, suit or proceeding, whether civil or criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Corporation, is or was serving at the request of the
Corporation as a director, or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended, against all costs, charges, expenses, liabilities and losses (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to he a director or officer and shall inure to the benefit of his
or her heirs, executors and administrators:  provided, however, that
except as provided in paragraph (c) hereof, the Corporation shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of the Corporation. The right to indemnification
conferred in this Article VI, Section 1(a), shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that if the General Corporation Law of the State of Delaware requires,
the payment of such expenses incurred by a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall he made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced it if shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article VI, Section 1(a), or otherwise.




(2)           Right of Claimant to Bring
Suit.  If a claim under paragraph (a) of this Article VI,
Section 1 is not paid in full by the Corporation within thirty (30) days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter, bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expenses of prosecuting the claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board, independent legal counsel or its stockholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the General Corporation
Law of the State of Delaware, nor an actual determination by the Corporation
(including its Board, independent legal counsel or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.




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(3)           Non-Exclusivity of
Rights.  The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Article VI, Section 1, shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation. bylaw. agreement, vote of
stockholders or disinterested directors or otherwise.




(4)           Insurance. The
Corporation may maintain insurance, at its expense. to protect itself and any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the General
Corporation Law of the State of Delaware.




(5)           Witness. To the
extent that any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise is by
reason of such position a witness in any action, suit or proceeding, he or she
shall he indemnified against all costs and expenses actually and reasonably
incurred by him or her on his or her behalf in connection
therewith.




(6)           Other Persons. The
Board in its discretion, shall have power on behalf of the Corporation, to
indemnify any person other than those mentioned in Article VI above, who is made
a party to any action, suit or proceeding by reason of the fact that he or she
or a person for whom he or she is a legal representative is or was an employee
or agent of the Corporation.




7.           CERTIFICATES
OF STOCK




(a)           Form and
Signature.




The of
stock of the Corporation may be certificated or uncertificated, as provided
under Section 158 of the General Corporation Law of Delaware and shall be
entered in the books of the Corporation and registered as they are
issued.  The stock certificates shall be in such form or forms not
inconsistent with the General Corporation Law of the State of Delaware, the
Certificate of Incorporation and these Bylaws as the Board shall approve from
time to time. Stock certificates shall be numbered, the certificates for the
shares of stock to he numbered consecutively, and shall be entered in the books
and records of the Corporation as such certificates are issued. No certificate
shall be issued for any share until the consideration therefor has been fully
paid. Stock certificates shall exhibit the holder's name, certify the class and
series of stock owned by the holder and shall be signed (a) by the Chairman of
the Board or any Vice Chairman of the Board, or the President or a Vice
President, and (b) by the Treasurer or any Assistant Treasurer, or the Secretary
or Assistant Secretary. Any or all of the signatures on a stock certificate may
be facsimiles. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed on a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, such certificate may he issued by the Corporation with the same effect
as if he or she were such officer, transfer agent or registrar on the date of
issuance.  Each certificate shall state upon the face or back thereof,
in full or in summary, all of the powers, designations, preferences, and rights,
and the limitations or restrictions of the share authorized to be issued or
shall, except as otherwise required by law, set forth on the face or back a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.  If the shares of stock are uncertificated, within a
reasonable time after the issuance or transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the  information required to be set forth by Sections 151,
156, 202(a) or 218(a) of the General Corporation Law of Delaware as applicable
and any other statements required by General Corporation Law of Delaware, or
with respect to Section 151 of the General Corporation Law of Delaware, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.  Except as otherwise expressly provided by law, the
rights and obligations of the holders or certificates representing stock of the
same class and series shall be identical.




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(b)           Lost,
Stolen or Destroyed Certificates.




The Board
may direct that a new stock certificate or uncertificated shares in place of any
certificate be issued in place of any certificate theretofore issued by the
Corporation which alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person, or his or her legal
representative, claiming the certificate to be lost stolen or destroyed. When
authorizing such issuance of a new certificate, or uncertificated shares in
place of any certificates, the Board, in its discretion and as a condition
precedent to the issuance thereof, may require the owner of the lost, stolen or
destroyed certificate, or his or her legal representative, to advertise the same
in such manner as the Board shall require and/or to give the Corporation a bond
in such sum as the Board shall direct as indemnity against any claim that may be
made against the Corporation, any transfer agent or any registrar on account of
the alleged loss, theft or destruction of any such certificate or the issuance
of such new certificate.




(c)           Registration
of Transfer.




Shares of
Common Stock of the Corporation shall he transferable only upon the
Corporation's books by the holders thereof in person or by their duly authorized
attorneys or legal representatives, and upon such transfer the old certificates
or evidence of uncertificated shares shall be surrendered to the Corporation by
the delivery thereof to the person in charge of the stock and transfer hooks and
ledgers of the Corporation, or to such other person as the Board may designate.
Upon surrender to the Corporation of a certificate of shares or evidence of
uncertificated shares, duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall issue a
new certificate to the person entitled thereto, cancel the old certificate and
record the transaction on its hooks and records.




8.           GENERAL
PROVISIONS




(a)           Record
Date.




In order
that the Corporation may determine the stockholders entitled to notice of, and
to vote at, a meeting of the stockholders, or to express consent or dissent to
corporate action in writing without meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or 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, in advance, a
record date which shall not be more than sixty (60) nor less than ten (10) days
prior to the date of such meeting nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of,
and to vote at, a meeting of stockholders shall apply to any adjournment(s) of
such meeting; provided, however, that the Board may, in its discretion, and
shall if otherwise required by these Bylaws fix a new record date for the
adjourned meeting.




15




(b)           Registered
Stockholders.




Except as
specifically provided otherwise by the General Corporation Law of the State of
Delaware, the Corporation shall be entitled to recognize the exclusive right of
a person registered on its books and records as the owner of shares of stock of
the Corporation to receive dividends and to vote as such owner, shall be
entitled to hold such person liable for calls and assessments, if any, and shall
not be bound to recognize any equitable or other claim to or interest in, such
stock on the part of any other person, whether or not the Corporation shall have
express or other notice thereof.




(c)           Dividends.




Subject
to the provisions of Article IV of the Certificate of Incorporation relating to
rights Of holders of any class or series of stock having a preference over the
Common Stock as to dividends, the Board shall declare and pay dividends ratably,
share for share, on the Corporation's capital stock in all sums so declared, out
of funds legally available therefor.




(d)           Dividend
Declarations.




Dividends
on the capital stock of the Corporation may be declared quarterly, semiannually
or annually, or not at all, as the Board may from time to time, in its
discretion, determine.




(e)           Checks
and Notes.




All
checks and drafts on the hank accounts of the Corporation. all hills of exchange
and promissory notes of the Corporation, and all acceptances, obligations and
other instruments for the payment of money drawn, signed or accepted by the
Corporation shall he signed or accepted, as the case may be, by such officer or
officers, agent or agents, and in such manner as shall he thereunto authorized
from time to time by the Board or by officers of the Corporation designated by
the Board to make such authorization.




(f)         
  Fiscal
Year.




The
fiscal year of the Corporation shall commence on April 1 and end on March 31 of
each year, unless otherwise fixed by resolution of the Board.




(g)           Corporate
Seal.




The
corporate seal shall be circular in form and shall have inscribed thereon the
name of the Corporation, the year of its organization, and the words "Corporate Seal" and "Delaware." The seal may be
used by causing it or a facsimile thereof to be impressed, affixed or otherwise
reproduced.




(h)           Voting of
Securities of Other Issuers.




In the
event that the Corporation shall own and/or have power to vote any securities
(including, but not limited to, shares of stock) of any other issuer, such
securities shall he voted by the Chairman of the Board as provided in Article V,
Section 5 of these Bylaws, or by such other person or persons, to such extent,
and in such manner as may he determined by the Board. If the Corporation shall
be a general partner in any partnership, the acts of the Corporation in such
capacity may be approved by the Board and taken by the officers as may he
authorized or determined by the Board from time to time.




16




(i)           Transfer
Agents.




The Board
may make such rules and regulations as it may deem expedient concerning the
issuance, transfer and registration of securities (including, but not limited
to, stock) of the Corporation. The Board may appoint one or more transfer agents
and/or one or more registrars and may require all stock certificates and other
certificates evidencing securities of the Corporation to bear the signature of
either or both.




(j)           Books and
Records.




Except as
specifically provided otherwise by the General Corporation Law of the State of
Delaware, the books and records of the Corporation may be kept at such place or
places, either within or without the State of Delaware, as may be designated by
the Board.




9.           AMENDMENTS




Subject
to the provisions of the Certificate of Incorporation and except as otherwise
provided in these Bylaws, these Bylaws may be altered, amended or repealed at
any regular meeting of the stockholders (or at any special meeting thereof duly
called for that purpose) by a majority vote of the shares represented and
entitled to vote at such meeting; provided that in the notice of such special
meeting, notice of such purpose shall be given. Subject to the laws of the State
of Delaware, the Certificate of Incorporation and these Bylaws, the Board of
Directors may, by majority vote of those present at any meeting at which a
quorum is present, amend these Bylaws, or enact such other Bylaws as in their
judgment may be advisable for the regulation of the conduct of the affairs of
the Corporation.






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