Exhibit 3.2



BYLAWS, AS AMENDED



OF



MERIX CORPORATION



ARTICLE I



SHAREHOLDERS MEETINGS AND VOTING



1.1 Annual Meeting. The annual meeting of the shareholders shall be held
on the fourth Friday in September of each year at 9:00 a.m., unless a different date or time is fixed by the Board of Directors and stated in the notice of the meeting. Failure to hold an annual meeting on the stated date shall not affect the
validity of any corporate action.



1.2 Special Meetings.
Special meetings of the shareholders, for any purposes, unless otherwise prescribed by statute, may be called by the Chair of the Board or the Board of Directors and shall be called by the Chair of the Board upon the written demand of the holders of
not less than one-tenth of all the votes entitled to be cast on any issue proposed to be considered at the meeting. The demand shall describe the purposes for which the meeting is to be held and shall be signed, dated and delivered to the Secretary.



1.3 Place of Meetings. Meetings of the shareholders shall be
held at any place in or out of Oregon designated by the Board of Directors. If a meeting place is not designated by the Board of Directors, the meeting shall be held at the Corporations principal office.



1.4 Notice of Meetings. Written or printed notice stating the date, time and
place of the shareholders meeting and, in the case of a special meeting or a meeting for which special notice is required by law, the purposes for which the meeting is called, shall be delivered by the Corporation to each shareholder entitled to
vote at the meeting and, if required by law, to any other shareholders entitled to receive notice, not earlier than 60 days nor less than 30 days before the meeting date. If mailed, the notice shall be deemed delivered when it is mailed to the
shareholder with postage prepaid at the shareholders address shown in the Corporations record of shareholders. Any previously scheduled meeting of the shareholders may be postponed and any special meeting of the shareholders may be
canceled by resolution of the Board of Directors upon public announcement given prior to the date previously scheduled for such meeting of shareholders.



1.5 Waiver of Notice. A shareholder may at any time waive any notice required by law, these Bylaws or the Articles of Incorporation. The waiver shall be
in writing, be signed by the shareholder entitled to the notice and be delivered to the Corporation for inclusion in the minutes for filing with the corporate records. A shareholders attendance at a meeting waives objection to (i) lack of
notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) consideration of a particular matter at the



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meeting that is not within the purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.



1.6 Fixing of Record Date. The Board of Directors may fix a
future date as the record date to determine the shareholders entitled to notice of a shareholders meeting, demand a special meeting, vote, take any other action or receive payment of any share or cash dividend or other distribution. This date shall
not be earlier than 70 days or, in the case of a meeting, later than 35 days before the meeting or action requiring a determination of shareholders. The record date for any meeting, vote or other action of the shareholders shall be the same for all
voting groups. If not otherwise fixed by the Board of Directors, the record date to determine shareholders entitled to notice of and to vote at an annual or special shareholders meeting is the close of business on the day before the notice is first
mailed or otherwise transmitted to shareholders. If not otherwise fixed by the Board of Directors, the record date to determine shareholders entitled to receive payment of any share or cash dividend or other distribution is the close of business on
the day the Board of Directors authorizes the share or cash dividend or other distribution.



1.7 Shareholders List for Meeting. After a record date for a meeting is fixed, the Corporation shall prepare an alphabetical list of all shareholders entitled to notice of the shareholders meeting. The list shall be
arranged by voting group and, within each voting group, by class or series of shares, and it shall show the address of and number of shares held by each shareholder. The shareholders list shall be available for inspection by any shareholder, upon
proper demand as may be required by law, beginning two business days after notice of the meeting is given and continuing through the meeting, at the Corporations principal office or at a place identified in the meeting notice in the city where
the meeting will be held. The Corporation shall make the shareholders list available at the meeting, and any shareholder or the shareholders agent or attorney shall be entitled to inspect the list at any time during the meeting or any
adjournment. Refusal or failure to prepare or make available the shareholders list does not affect the validity of action taken at the meeting.



1.8 Quorum; Adjournment.



(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to
that matter. A majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.



(2) The chair of the meeting or a majority of votes represented at the meeting, whether or not there is a quorum, may adjourn the meeting from time to
time to a different time and place without further notice to any shareholder of any adjournment, except that notice is required if a new record date is or must be set for the adjourned meeting. At an adjourned meeting at which a quorum is present,
any business may be transacted that might have been transacted at the meeting originally held.



(3) Once a share is represented for any purpose at a meeting, it shall be present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set



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for the adjourned meeting. A new record date must be set if the meeting is adjourned to a date more than 120 days after the date fixed for the original
meeting.



1.9 Voting Requirements; Action Without Meeting.



(1) If a quorum exists, action on a matter, other than the
election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by law or the Articles of
Incorporation. Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.



(2) Action required or permitted by law to be taken at a shareholders meeting
may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote
on the action and delivered to the Secretary for inclusion in the minutes for filing with the corporate records. Shareholder action taken by written consent is effective when the last shareholder signs the consent, unless the consent specifies an
earlier or later effective date.



1.10 Proxies. A shareholder
may vote shares in person or by proxy. A shareholder may appoint a proxy by signing an appointment form either personally or by the shareholders attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other
officer of the Corporation authorized to tabulate votes. An appointment is valid for 11 months unless a different period is provided in the appointment form. An appointment is revocable by the shareholder unless the appointment form conspicuously
states that it is irrevocable and the appointment is coupled with an interest that has not been extinguished.



1.11 Meeting by Telephone Conference. Shareholders may participate in an annual or special meeting by, or conduct the meeting through, use of any means of
communications by which all shareholders participating may simultaneously hear each other during the meeting, except that no meeting for which a written notice is sent to shareholders may be conducted by this means unless the notice states that
participation in this manner is permitted and describes how any shareholder desiring to participate in this manner may notify the Corporation. Participation in a meeting by this means shall constitute presence in person at the meeting.



1.12 Proper Business for Shareholders Meeting. To be properly
brought before the meeting, business must be either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before a meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought before the meeting by a shareholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the



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Secretary of the Corporation. To be timely, a shareholders notice must be delivered to or mailed and received at the principal executive office of the
Corporation not less than 60 days nor more than 90 days prior to the first anniversary of the preceding years annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60
days after such anniversary date, notice by the shareholder to be timely must be so received not later than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day
prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for
the giving of a shareholders notice as described above. A shareholders notice to the Secretary shall set forth (i) one or more matters appropriate for shareholder action that the shareholder proposes to bring before the meeting,
(ii) a brief description of the matters desired to be brought before the meeting and the reasons for conducting such business at the meeting, (iii) the name and record address of the shareholder, (iv) the class and number of shares of
the Corporation that the shareholder owns or is entitled to vote and (v) any material interest of the shareholder in such matters. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at the annual meeting
except in accordance with the procedure set forth in this Section 1.12; provided, however, that nothing in this Section 1.12 shall be deemed to preclude discussion by any shareholder of any business properly brought before the annual
meeting. The Chair of the Board, or the President in the absence of the Chair of the Board, shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the meeting in accordance with the
provisions of this Section 1.12 and if the Chair of the Board, or the President in the absence of the Chair of the Board, should so determine, shall so declare to the meeting any such business not properly brought before the meeting shall not
be transacted.



1.13 Shareholder Nomination of Directors.



(1) Not less than 60 days nor more than 90 days prior to the
first anniversary of the preceding years annual meeting of shareholders, any shareholder who intends to make a nomination at the annual meeting shall deliver a notice to the Secretary of the Corporation setting forth (i) as to each
nominee whom the shareholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the nominee, (b) the principal occupation or employment of the nominee, (c) the
class and number of shares of capital stock of the Corporation that are beneficially owned by the nominee of shares of capital stock of the Corporation that are beneficially owned by the nominee and (d) any other information concerning the
nominee that would be required, under the rules of the Securities and Exchange Commission, in a proxy statement soliciting proxies for the election of such nominee; and (ii) as to the shareholder giving the notice, (a) the name and record
address of the shareholder and (b) the class and number of shares of capital stock of the Corporation that are beneficially owned by the shareholder; provided, however, that in the event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered



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not later than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior
to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Such notice shall include a signed consent to serve as a director of the Corporation, if elected, of each such nominee.
The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation.



(2) Any shareholder who intends to make a nomination at any special meeting
of shareholders held for the purpose of electing directors shall deliver a timely notice to the Secretary of the Corporation setting forth (i) as to each nominee whom the shareholder proposes to nominate for election or reelection as a
director, (a) the name, age, business address and residence address of the nominee, (b) the principal occupation or employment of the nominee, (c) the class and number of shares of capital stock of the corporation that are
beneficially owned by the nominee of shares of capital stock of the corporation that are beneficially owned by the nominee and (d) any other information concerning the nominee that would be required, under the rules of the Securities and
Exchange Commission, in a proxy statement soliciting proxies for the election of such nominee; and (ii) as to the shareholder giving the notice, (a) the name and record address of the shareholder and (b) the class and number of shares
of capital stock of the Corporation that are beneficially owned by the shareholder. To be timely for these purposes, such notice must be given (i) if given by the shareholder (or any of the shareholders) who or that made a demand for a meeting
pursuant to which such meting is to be held, concurrently with the delivery of such demand, and (ii) otherwise, not later than the close of business on the 10th day following the date on which the public announcement is first made of the date
of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Such notice shall include a signed consent to serve as a director of the Corporation, if elected, of each such nominee. The Corporation may
require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period for the giving of a shareholders notice as described above.



(3) The Chair of the Board, or the President in the absence of the Chair of the Board, shall, if the facts warrant, determine and declare that a nominee
was not properly nominated in accordance with the provisions of this Section 1.13 and if the Chair of the Board, or the President in the absence of the Chair of the Board, should so determine, shall so declare to the meeting any such nominee
shall not be considered by shareholders.



(4) For purposes of
Sections 1.4, 1.12 and 1.13, public announcement shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended.



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ARTICLE II



BOARD OF DIRECTORS



2.1 Duties of Board of Directors. All corporate powers of the Corporation shall be exercised by or under the authority of its Board of Directors; the
business and affairs of the Corporation shall be managed under the direction of its Board of Directors.



2.2 Number, Term and Qualification. The number of directors of the Corporation constituting the Board of Directors shall be at least seven (7) and no
more than nine (9). Within this range, the number of directors shall be determined from time to time by the Board of Directors. The term of a director shall expire at the next annual meeting of shareholders after his or her election. Despite the
expiration of a directors term, the director shall continue to serve until the directors successor is elected and qualified or the number of directors is decreased. Directors need not be residents of the State of Oregon or shareholders
of the Corporation.



2.3 Lead Director. The Board of Directors
may designate an Independent Director (as that term is defined in the listing standards of the principal market on which the Corporations Common Stock is traded) as the Lead Director. The Lead Director shall have such duties as may from time
to time be assigned by the Independent Directors, including: acting as the principal liaison between the Independent Directors and Chief Executive Officer of the Corporation; assisting in setting the agenda for meetings of the Board of Directors;
gathering and communicating the consensus of the Independent Directors; representing the Board of Directors in communications with key stakeholders of the Corporation; and organizing and moderating meetings of the Board of Directors and meetings of
the Independent Directors.



2.4 Regular Meetings. A regular
meeting of the Board of Directors shall be held without notice other than this Bylaw immediately after, and at the same place, as the annual meeting of shareholders. The Board of Director may provide by resolution the time and place for the holding
of additional regular meetings in or out of Oregon without notice other than the resolution.



2.5 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chief Executive Officer or any two directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place in or out of Oregon as the place for holding any special meeting of the Board of Directors called by them.



2.6 Notice. Notice of the date, time and place of any special meeting of the Board of Directors shall be given at least 24 hours prior to the meeting by
notice communicated in person or by telephone, telegraph, teletype, facsimile transmission or other form of wire or wireless communication, mail or courier service sent to directors business or home addresses. If written, notice shall be
effective at the earliest of (a) when received, (b) three days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, (c) on the date shown on the return receipt, if sent
by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee, (d) if given by teletype or facsimile, upon transmission of the message or (e) if given by overnight mail or courier, one
day after delivery to the overnight mail or courier service company. Notice by all other means shall be deemed effective when received by or on behalf of the director. Notice of any regular or special meeting need not describe the purposes of the
meeting unless required by law or the Articles of Incorporation.



2.7 Waiver of Notice. A director may at any time waive any notice required by law, these Bylaws or the Articles of Incorporation. Except as set forth below, the waiver must be in writing, be signed by the director entitled to the notice,
specify the meeting for which notice is waived and be filed with the minutes or corporate records. A directors attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the
beginning of the meeting, or promptly upon the directors arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.



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2.8 Quorum. A majority of the number of directors set forth in Section 2.2 of these Bylaws shall
constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.



2.9 Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a different number is provided by law, the Articles of Incorporation or these Bylaws.



2.10 Meeting by Telephone Conference; Action Without Meeting.



(1) Directors may participate in a regular or special meeting by, or conduct the meeting through, use of any means of
communications by which all directors participating may simultaneously hear each other during the meeting. Participation in a meeting by this means shall constitute presence in person at the meeting.



(2) Any action that is required or permitted to be taken at a meeting of the
Board of Directors may be taken without a meeting if one or more written consents describing the action taken are signed by all of the directors entitled to vote on the matter and included in the minutes or filed with the corporate records
reflecting the action taken. The action shall be effective when the last director signs the consent, unless the consent specifies an earlier or later effective date.



2.11 Vacancies. Any vacancy on the Board of Directors, including a vacancy resulting from an increase in the number of
directors, may be filled by the shareholders, the Board of Directors, the remaining directors if less than a quorum (by the vote of a majority thereof) or by a sole remaining director. Any vacancy not filled by the directors shall be filled by
election at an annual meeting or at a special meeting of shareholders called for that purpose. A vacancy that will occur at a specified later date, by reason of a resignation or otherwise, may be filled before the vacancy occurs, but the new
director may not take office until the vacancy occurs.



2.12
Compensation. By resolution of the Board of Directors, the directors may be paid reasonable compensation for services as directors and their expenses of attending meetings of the Board of Directors.



2.13 Presumption of Assent. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors shall be deemed to have assented to the action taken at the meeting unless (a) the directors dissent or abstention from the action is entered in the minutes of the meeting,
(b) the director delivers a written notice of dissent or abstention to the action to the presiding officer of the meeting before any adjournment or to the Corporation immediately after the adjournment of the meeting or (c) the director
objects at the beginning of the meeting or promptly upon the directors arrival to the holding of the meeting or transacting business at the meeting. The right to dissent or abstain is not available to a director who voted in favor of the
action.



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2.14 Removal. The shareholders may remove one or more directors with cause, only if such removal is
approved by a vote of the holders of two-thirds of the votes entitled to be case on the matter, at a meeting called expressly for that purpose.



2.15 Resignation. Any director may resign by delivering written notice to the Board of Directors, its chair or the Corporation. Unless the notice
specifies a later effective date, a resignation notice shall be effective upon the earlier of (a) receipt, (b) five days after its deposit in the United States mails, if mailed postpaid and correctly addressed, or (c) on the date
shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by addressee. Once delivered, a resignation notice is irrevocable unless revocation is permitted by the Board of Directors.



ARTICLE III



COMMITTEES OF THE BOARD



3.1 Committees. The Board of Directors may create one or more committees and
appoint members of the Board of Directors to serve on them. Each committee shall have two or more members. The creation of a committee and appointment of members to it must be approved by a majority of all directors in office when the action is
taken. Subject to any limitation imposed by the Board of Directors or by law, each committee may exercise all the authority of the Board of Directors in the management of the Corporation. A committee may not take any action that a committee is
prohibited from taking by the Oregon Business Corporation Act.



3.2 Changes of Size and Function. Subject to the provisions of law, the Board of Directors shall have the power at any time to change the number of committee members, fill committee vacancies, change any committee members and change the
functions and terminate the existence of a committee.



3.3
Conduct of Meetings. Each committee shall conduct its meetings in accordance with the applicable provisions of these Bylaws relating to meetings and action without meetings of the Board of Directors. Each committee shall adopt any further rules
regarding its conduct, keep minutes and other records and appoint subcommittees and assistants as it deems appropriate.



3.4 Compensation. By resolution of the Board of Directors, committee members may be paid reasonable compensation for services on committees and their
expenses of attending committee meetings.



ARTICLE IV



OFFICERS



4.1 Appointment. The Board of Directors at its first meeting following its
election each year shall appoint a Chair of the Board of Directors (Chair of the Board), a President and a Secretary. The Board of Directors or the Chair of the Board may appoint any other officers, assistant officers and agents. Any two
or more offices may be held by the same person.



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4.2 Compensation. The Corporation may pay its officers reasonable compensation for their services as
fixed from time to time by the Board of Directors or by the Chair of the Board with respect to officers appointed by the Chair of the Board.



4.3 Term. The term of office of all officers commences upon their appointment and continues until their successors are appointed or until their
resignation or removal.



4.4 Removal. Any officer or agent
appointed by the Board of Directors or the Chair of the Board may be removed by the Board of Directors at any time with or without cause. Any officer or agent appointed by the Chair of the Board may be removed by the Chair of the Board at any time
with or without cause.



4.5 Chair of the Board. The Chair of
the Board shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The Chair of the Board may execute in
behalf of the Corporation all contracts, agreements, stock certificates and other instruments. The Chair of the Board shall from time to time report to the Board of Directors all matters within the Chair of the Boards knowledge which should be
brought to the attention of the Board of Directors. The Chair of the Board shall vote all shares of stock in other corporations owned by the Corporation, and shall be empowered to execute proxies, waivers of notice, consents and other instruments in
the name of the Corporation with respect to such stock. The Chair of the Board shall preside at all meetings of the Board of Directors and shall perform any duties and responsibilities prescribed from time to time by the Board of Directors.



4.6 President. The President shall be the chief operating
officer of the Corporation and shall supervise the operations of the Corporation, subject to the discretion of the Board of Directors and the Chair of the Board. The President shall have any other duties and responsibilities prescribed by the Board
of Directors.



4.7 Vice Presidents. Each Vice President shall
perform duties and responsibilities prescribed by the Board of Directors or the Chair of the Board. The Board of Directors or the Chair of the Board may confer a special title upon a Vice President.



4.8 Secretary.



(1) The Secretary shall record and keep the minutes of all meetings of the directors and shareholders in one or more books
provided for that purpose and perform any duties prescribed by the Board of Directors or the Chair of the Board.



(2) Any assistant secretary shall have the duties prescribed from time to time by the Board of Directors, the Chair of the Board or the Secretary. In the
absence or disability of the Secretary, the Secretarys duties shall be performed by an assistant secretary.



4.9 Chief Financial Officer. The Chief Financial Officer shall have charge and custody and be responsible for all funds and securities of the Corporation
and shall have other duties as prescribed from time to time by the Board of Directors, the Chair of the Board or the President.



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ARTICLE V



INDEMNIFICATION



The Corporation shall indemnify to the fullest extent not prohibited by law, any current or former director or officer of the Corporation who is made, or
threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or other (including an action, suit or proceeding by or in the right of the Corporation) by reason of the fact that such person
is or was a director, officer, employee or agent of the Corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation, or serves or served at the
request of the Corporation as a director, officer, employee or agent, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise. The Corporation shall pay for or reimburse the
reasonable expenses incurred by any such current or former director or officer in any such proceeding in advance of the final disposition of the proceeding if the person sets forth in writing (i) the persons good faith belief that the
person is entitled to indemnification under this Article and (ii) the persons agreement to repay all advances if it is ultimately determined that the person is not entitled to indemnification. No amendment to these Bylaws that limits the
Corporations obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later to occur of the effective date of the amendment or the date notice of the amendment is given to the
person. This Article shall not be deemed exclusive of any other provisions for indemnification or advancement of expenses of directors, officers, employees, agents and fiduciaries that may be included in the Articles of Incorporation or any statute,
agreement, general or specific action of the Board of Directors, vote of shareholders or other document or arrangement.



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ARTICLE VI



ISSUANCE OF SHARES



6.1 Adequacy of Consideration.
Before the Corporation issues shares, the Board of Directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The authorization by the Board of Directors of the issuance of shares for stated
consideration shall evidence a determination by the Board that such consideration is adequate.



6.2 Certificates for Shares.



(1) Certificates representing shares of the Corporation shall be in any form determined by the Board of Directors consistent with the requirements of the Oregon Business Corporation Act and these Bylaws. The certificates shall be signed,
either manually or in facsimile, by two officers of the Corporation, at least one of whom shall be the Chair of the Board, the President or a Vice President, and may be sealed with the seal of the Corporation, if any, or a facsimile thereof. All
certificates for shares shall be consecutively numbered or otherwise identified. The signatures of officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or any assistant transfer agent or registered by
a registrar, other than the Corporation itself or an employee of the Corporation.



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(2) Every certificate for shares of stock that are subject to any restriction on transfer or registration
of transfer pursuant to the Articles of Incorporation, the Bylaws, securities laws, a shareholders agreement or any agreement to which the Corporation is a party shall have conspicuously noted on the face or back of the certificate either the full
text of the restriction or a statement of the existence of the restriction and that the Corporation retains a copy of the full text. Every certificate issued when the Corporation is authorized to issue more than one class or series within a class of
shares shall set forth on its face or back either (a) a summary of the designations, relative rights, preferences and limitations of the shares of each class and the variations in rights, preferences and limitations for each series authorized
to be issued and the authority of the Board of Directors to determine variations for future series or (b) a statement of the existence of those designations, relative rights, preferences and limitations and a statement that the Corporation will
furnish a copy thereof to the holder of the certificate upon written request and without charge.



(3) All certificates surrendered to the Corporation for transfer shall be canceled. The Corporation shall not issue a new certificate for previously
issued shares until the former certificate or certificates for those shares are surrendered and canceled; except that in case of a lost, destroyed or mutilated certificate, a new certificate may be issued on terms prescribed by the Board of
Directors.



6.3 Transfer Agent and Registrar. The Board of
Directors may from time to time appoint one or more transfer agents and one or more registrars for the shares of the Corporation, with powers and duties determined by the Board of Directors.



6.4 Officer Ceasing to Act. If the person who signed a share certificate,
either manually or in facsimile, no longer holds office when the certificate is issued, the certificate is nevertheless valid.



ARTICLE VII



CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS



7.1 Contracts. Except as otherwise provided by law, the Board of Directors may authorize any officers or agents to execute and deliver any contract or
other instrument in the name of and on behalf of the Corporation, and this authority may be general or confined to specific instances.



7.2 Loans. The Corporation shall not borrow money and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors.
This authority may be general or confined to specific instances.



7.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money and notes or other evidences of indebtedness issued in the name of the Corporation shall be signed in the manner and by the officers or agents of the
Corporation designated by the Board of Directors.



7.4
Deposits. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in those banks, trust companies or other depositaries as the Board of Directors or officers of the Corporation designated by the Board
of Directors select, or be invested as authorized by the Board of Directors.



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ARTICLE VIII



MISCELLANEOUS PROVISIONS



8.1 Severability. A determination that any provision of these Bylaws is for any reason inapplicable, invalid, illegal or otherwise ineffective shall not
affect or invalidate any other provision of these Bylaws.



8.2
Amendments. These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board of Directors or the shareholders of the Corporation.



Adopted:

March 30, 1994Amended:

July 22, 1994September 23, 1996March 25, 1997




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MERIX CORPORATION



BYLAW AMENDMENTS



|         |  |                                                                        |  |                                                                                                                       
|-------- |  | ---------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------
|DATE     |  | SECTIONS                                                               |  | COMMENT                                                                                                               
|         |  |                                                                       
|07/22/94 |  | Art. I, Section 1.1                                                    |  | Changed Date of Annual Meeting                                                                                        
|         |  |                                                                       
|09/23/96 |  | Art. I, Sections 1.2, 1.12 and 1.13                                    |  | Changed Chairman to Chair                                                                                             
|         |  |                                                                       
|         |  | Art. II, Sections 2.9 and 2.14                                         |  |                                                                                                                       
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|         |  | Art. IV, Sections 4.1, 4.2, 4.4, 4.5, 4.6, 4.7, 4.8(1) and (2) and 4.9 |  |                                                                                                                       
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|         |  | Art. VI, Section 6.2(1)                                                |  |                                                                                                                       
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|3/25/97  |  | Art. I, Sections 1.4, 1.8(2), 1.12, 1.13(1), (2) and (4)               |  | Clarified meeting procedures and notice requirements                                                                  
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|         |  | Art. II, Section 2.5                                                   |  |                                                                                                                       
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|7/13/06  |  | Art. I, Section 2.2, 2.3 - 2.15                                        |  | Changed size range for Board in Section 2.2; added new Section 2.3 for Lead Director; renumbered the rest of Section 2