Exhibit 3.7  AMENDED AND RESTATED
BY-LAWS OF ENTECH  SOLAR, INC. (a Delaware Corporation)  ARTICLE I - OFFICES  Section 1. The principal office of the corporation is
located at Ewing Business Park, 200 Ludlow Drive, Ewing, New Jersey 08638 and
the resident agent is Harvard Business Services, Inc., 25 Greystone Manor,
Lewes, Delaware 19958-9776.  Section 2. The corporation may have such other offices
within or without the State of Delaware as the Board of Directors may designate
or as the business of the corporation may require from time to time.  ARTICLE II - STOCKHOLDERS  Section 1. Annual
Meeting. The annual
meeting of the stockholders shall be held in Pennington, New Jersey on the 3rd
Tuesday of August at 10:00 A.M., beginning with the year 1999, or at
such other time on such other day within such month as shall be fixed by the
Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. If the election of directors shall
not be held on the day designated herein for any annual meeting of the
stockholders, or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the stockholders as soon
thereafter as conveniently may be.  Section 2. Special
Meetings. Special
meetings of the stockholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the Board of Directors, and shall be
called by the president at the request of the holders of not less than ten
percent (10%) of all outstanding shares of the corporation entitled to vote at
the meeting. Unless requested by stockholders entitled to cast a majority of
all the votes entitled to be cast at the meeting, a special meeting need not be
called to consider any matter which is substantially the same as a matter voted
on at any special meeting of the stockholders held during the preceding twelve
(12) months.  Section 3. Place of
Meeting. The Board of
Directors may designate any place, either within or without the State of
Delaware, as the place of meeting for any annual meeting or for any special
meeting called by the Board of Directors. A waiver of notice signed by all
stockholders entitled to vote at a meeting may designate any place, either
within or without the State of Delaware, as the place for the holding of such
meeting.  1


Section 4. Notice of
Meeting. Written
notice stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall, unless
otherwise prescribed by statute, be delivered not less than ten (10) nor
more than fifty (50) days before the date of the meeting, either personally or
by mail, by or at the direction of the president,  or the 
secretary,  or the  officer 
or other  persons  calling 
the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon prepaid.  Section 5. Closing of
Transfer Books or Fixing of Record Date. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, twenty (20) days. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than fifty
(50) days, and, in case of a meeting of stockholders, not less than ten (10) days
prior to the date on which the particular action, requiring such determination
of stockholders, is to be taken. If the stock transfer books are not closed and
no record date is fixed for the determination of stockholders entitled to
notice of or to vote at a meeting of stockholders, or stockholders entitled to
receive payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. But payment or allotment of dividends may not be
made more than sixty (60) days after the date on which the resolution is
adopted. When a determination of stockholders entitled to vote at any meeting
of stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof regardless of its length except where
the determination has been made through the closing of the stock transfer books
and the stated period of closing has expired.  Section 6. Books and
Accounts. This
corporation shall keep and maintain at its principal office in this State:  (a)A certified copy of its certificate of
incorporation or articles of incorporation, and all amendments thereto. (b)A certified copy of its by-laws and all
amendments. (c)A 
stock  ledger  or a 
duplicate  stock  ledger, 
revised  annually, containing  the 
names,   alphabetically  arranged, 
of  all  persons 
who  are stockholders of the  corporation, 
showing their places of residence, 
if known, and the number of shares held by them respectively; or (d)In lieu of the stock ledger or
duplication  stock ledger  specified in paragraph  (c), a statement  setting out the name of the  custodian of the stock ledger or  duplicate 
stock  ledger,  and the present and  complete 
post office address, 
including  street and  number, 
if any,  where  such 
stock  ledger or duplicate stock
ledger specified in this section is kept.  2


Any person who has been a stockholder of
record of a corporation for at least six (6) months immediately preceding
his demand, or any person holding, or thereunto authorized in writing by the
holders of, at least five percent (5%) of all its outstanding shares, upon at
least five (5) days written demand, or any judgment creditor of the
corporation without prior demand, shall have the right to inspect in person or
by agent or attorney, during usual business hours, the stock ledger or
duplicate stock ledger, whether kept in the principal office of the corporation
in this state or elsewhere as provided in paragraph (d) and to make
extracts therefrom. Holders of voting trust certificates representing shares of
the corporation  shall be regarded as
stockholders  for the purpose of this
subsection.  Section 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting
as originally noticed. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.  Section 8. Proxies. At any meeting of stockholders, a
stockholder may vote in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact. Such proxy shall be filed
with the secretary of the corporation before or at the time of the meeting. A
proxy shall not be valid after six (6) months from the date of its
execution, unless coupled with an interest or unless the stockholder specifies
in it the length of time for which it is to continue in force, which may not
exceed seven (7) years from the date of its creation, unless renewed or
extended at any time before its expiration. Notwithstanding that a valid proxy
is outstanding the powers of the proxy holder are suspended, except in the case
of a proxy coupled with an interest which is designated as irrevocable, if the
person executing the proxy is present at a meeting and elects to vote in
person.  Section 9. Voting of
Shares. Subject to
the provisions of Section 13 of this Article II, each outstanding
share entitled to vote shall be entitled to one vote upon each matter submitted
to a vote at a meeting of stockholders.  Section 10. Voting of
Shares by Certain Holders. Shares standing in the name of another corporation may be voted by
such officer, agent or proxy as the by-laws or a resolution of the Board of
Directors of such corporation may prescribe, and a certified copy of the by-law
or resolution is presented at the meeting. Shares held by an administrator,
executor, guardian or conservator may be voted by him, either in person or by
proxy, without a transfer of shares into his name. A stockholder whose shares
are pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred. Neither treasury shares of its own
stock held by the corporation, nor shares held by another corporation if a
majority of the shares entitled to vote for the election of directors of such
other corporation are held by the corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time
for purposes of any meeting.  3


Section 11. Voting
Trusts. A
stockholder, by agreement in writing, may transfer his stock to a voting
trustee or trustees for the purpose of conferring the right to vote thereon for
a period not exceeding fifteen (15) years upon the terms and conditions therein
stated. The certificates of stock so transferred shall be surrendered and
canceled and new certificates therefor issued to such trustee or trustees in
which it shall appear that they are issued pursuant to such agreement, and in
the entry of such ownership in the proper books of such corporation that fact
shall also be noted, and thereupon such trustee or trustees may vote upon the
stock so transferred during the terms of such agreement. A duplicate of every
such agreement shall be filed in the principal office of the corporation and at
all times during such terms be open to inspection by any stockholder or his
attorney.  Section 12. Informal
Action by Stockholders.  Any action, 
except election of directors, required or permitted to be taken at a
meeting of the stockholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
stockholders entitled to vote with respect to the subject matter thereof.  Section 13. Removal of
Directors. Any
director may be removed from office by the vote or written consent of
stockholders representing not less than two-thirds of the issued and
outstanding capital stock entitled to voting power. All vacancies, including
those caused by an increase in the number of directors may be filled by a
majority of the remaining directors though less than a quorum. When one or more
directors shall give notice of his or their resignation to the Board, effective
at a future date, the Board shall have power to fill such vacancy or vacancies
to take effect when such resignation or resignations shall become effective,
each director so appointed to hold office during the remainder of the term of
office of the resigning director or directors.  ARTICLE III - DIRECTORS  Section 1.The business of this corporation shall be
managed by a board of not less than four (4) nor more than eleven (11)
directors or trustees, all of whom shall be at least 18 years of age. Unless
otherwise provided in the certificate or articles of incorporation, or an
amendment thereof, it shall not be necessary for directors to be stockholders.  Section 2. Regular
Meetings. A regular
meeting of the Board of Directors shall be held without other notice than this
By-Law immediately after, and at the same place as, the annual meeting of
stockholders. The Board of Directors may provide, by resolution, the time and
place, either within or without this state, for the holding of additional
regular meetings without other notice than such resolution.  Section 3. Special
Meetings. Special
meetings of the Board of Directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place, either within or
without the state, as the place for holding any special meeting of the Board of
Directors called by them.  4


Section 4. Notice. Notice of any special meeting shall be given
at least ten (10) days previously thereto by written notice delivered
personally or mailed to each director at his business address, or by facsimile
or email.  If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail, so
addressed, with postage thereon prepaid. If notice be given by facsimile or
email, such notice shall be deemed to be delivered when the facsimile or email
is sent. Any director may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.  Section 5. Quorum. A majority of the number of directors fixed
by Section 1 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.  Section 6. 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.  Section 7. Informal or
Irregular Action by Directors or Committees.  (a) Action taken by the required
majority of the directors or members of a committee without a meeting is
nevertheless Board or committee action if written consent to the action in
question is signed by all the directors or members of the committee, as the
case may be, and filed with the minutes of the proceedings of the Board or
committee, whether done before or after the action so taken.  (b) Any one or more directors or members
of a committee may participate in a meeting of the Board or committee by means
of a conference telephone or similar communications device which allows all
persons participating in the meeting to hear each other, and such participation
in a meeting shall be deemed presence in person at such meeting.  Section 8. Executive
and Other Committees.  (a) The Board of Directors, by
resolution adopted by a majority of the number of directors then in office may
designate from among its members and executive committee and one or more other
committees, each consisting of two (2) or more directors, and each of
which, to the extent provided in the resolution or in the charter or these
By-Laws shall have and may exercise all of the authority of the Board of
Directors except the power to:  (i)            Declare dividends or distributions
on stock; (ii)           Issue stock other than as provided in
subsection (b) of this section; (iii)          Recommend  to 
the  stockholders  any 
action  which requires stockholder
approval; (iv)          Amend the By-Laws; or  5


(v)           Approve  any merger or share  exchange 
which does not require stockholder approval.  (b)           If
the Board of  Directors  has given 
general  authorization  for the issuance  of stock, 
a  committee  of the Board, 
in  accordance  with a general formula or method specified by
the Board by resolution or by adoption of a stock option or other plan,  may fix the terms of stock subject to  classification  or reclassification  and the terms on which any stock may be
issued,  including all terms and  conditions 
required or permitted to be 
established or authorized by the Board of Directors under the Delaware
General Corporation Law.  (c)           The
appointment of any committee, the delegation of authority to it or action by it
under that authority  does not constitute
of itself,  compliance by any director  not a member of the  committee, 
with the  standard provided by
statute for the performance of duties of directors.  Section 9. Compensation. By resolution of the Board of Directors,
each director may be paid his expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a stated salary as director or a
fixed sum for attendance at each meeting of the Board of Directors or both. No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.  Section 10. Presumption
of Assent. A director
of the corporation who is present at a meeting...of the Board of Directors at
which action on any corporate matter is taken, unless he shall announce his
dissent at the meeting and his dissent is entered in the minutes and he shall
forward such dissent by registered mail to the secretary of the corporation
immediately after the  adjournment of the
meeting,  shall be presumed to have given
assent to such action.  Such right to
dissent  shall not apply to a director who
voted in favor of such action.  ARTICLE IV - OFFICERS  Section 1. Number. The corporation shall have a Chairman of
the Board, a President, a Secretary, a Treasurer or Chief Financial Officer and
one of more Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents as the Chairman of the Board (or, if the Chairman of the Board is
not also the Chief Executive Officer, then the Chief Executive Officer) may
determine. The Chairman of the Board and Chief Financial Officer (and the
Treasurer, if there is a Treasurer but no Chief Financial Officer) shall be
appointed by the Board of Directors. All other officers and assistant officers
shall be appointed by the Chairman of the Board or, if the Chairman of the
Board is not also the Chief Executive Officer, then by the Chief Executive
Officer. Any two (2) or more offices may be held by the same person.  Section 2. Election and
Term of Office. The
officers of the corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the stockholders. If the election
of officers shall not be held at such meeting, such election shall be held as
soon thereafter as conveniently may be. Each officer shall hold office until
his successor shall have been duly elected and shall  6


have qualified or until he shall resign or
shall have been removed in the manner hereinafter provided.  Section 3. Removal. Any officer or agent may be removed by the
Board of Directors whenever in its judgment, the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of any officer or agent shall not of itself create contract rights.  Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.  Section 5.
President/Chairman of the Board. The president/Chairman of the Board shall be the principal 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 president/Chairman of the Board shall have
authority to institute or defend legal proceedings when the directors are
deadlocked. He shall, when present, preside at all meetings of the stockholders
and of the Board of Directors. He may sign, with the secretary or any other
proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of the president/Chairman of the Board and such
other duties as may be prescribed by the Board of Directors from time to time.  Section 6. The
Secretary. The
secretary shall: (a) keep the minutes of the proceedings of the
stockholder and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with
the provisions of these By-Laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep a register
of the post office address of each stockholder which shall be furnished to the
secretary by such stockholder; (e) sign with the president, certificates
for shares of the corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors; (f) have general charge of the
stock transfer books of the corporation; (g) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him by the president or by the Board of Directors.  Section 7. The
Treasurer. The
treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article VI of these By-Laws; and (c) in general perform
all of  7


the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him by
the president or by the Board of Directors.  Section 8. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.  ARTICLE V INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS  Section 1. Right to
Indemnification. The
corporation shall indemnify to the fullest extent permitted by applicable law
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a Proceeding), by reason of the
fact that such person is or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a director or officer of
another corporation or of a partnership, joint venture, trust or other
enterprise or entity, whether or not for profit, whether domestic or foreign,
including service with respect to an employee benefit plan, its participants or
beneficiaries, against all liability, loss and expense (including attorneys
fees and amounts paid in settlement) actually and reasonably incurred by such
person in connection with such Proceeding, whether or not the indemnified
liability arises or arose from any Proceeding by or in the right of the
corporation.  The holders of the offices
of Controller and of General Counsel, respectively, are officers of the Company
for purposes of the indemnification rights provided for under this Article V.  Section 2. Advance of
Expenses. Expenses
incurred by a director or officer in defending a Proceeding shall be paid by
the corporation in advance of the final disposition of such Proceeding, subject
to the provisions of applicable law, upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation under applicable law.  Section 3. Procedure
for Determining Permissibility. To determine whether any indemnification or advance of expenses under
this Article V is permissible, the Board of Directors by a majority vote
of a quorum consisting of directors who are not parties to such Proceeding may,
and on request of any person seeking indemnification or advance of expenses
shall, determine in each case whether the standards under applicable law have
been met, or such determination shall be made by independent legal counsel if
such quorum is not obtainable, or, even if obtainable, a majority vote of a
quorum of disinterested directors so directs, provided that, if there has been
a change in control of the corporation between the time of the action or
failure to act giving rise to the claim for indemnification or advance of
expenses and the time such-claim is made, at the option of the person seeking
indemnification or advance of expenses, the permissibility of indemnification
or advance of expenses shall be determined by independent legal counsel. The
reasonable expenses of any director or officer in prosecuting a successful
claim for indemnification, and the fees and expenses of any independent legal
counsel engaged to determine permissibility of indemnification or advance of
expenses, shall be borne by the corporation.  8


Section 4. Contractual
Obligation. The
obligations of the corporation to indemnify 
a director or officer  under
this  Article V,  including 
the duty to advance expenses, shall be considered a contract between the
corporation and such director or officer, and no modification or repeal of any
provision of this Article V shall affect, to the detriment of the director
or officer(1), such obligations of the corporation in connection with a claim
based on any act or failure to act occurring before such modification or
repeal.  Section 5.
Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advancement of
expenses provided by this Article V shall not be deemed exclusive of any
other right to which one indemnified may be entitled under any statute,
agreement, vote of shareholders or otherwise, both as to action in such persons
official capacity and as to action in another capacity while holding such
office, and shall inure to the benefit of the heirs, legal representatives and
estate of any such person. The Board of Directors shall have the power to give
other indemnification to the extent not prohibited by applicable law.  ARTICLE VI CONTRACTS, LOANS, CHECKS AND
DEPOSITS  Section 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of or on behalf of the corporation, and such
authority may be general or confined to specific instances.  Section 2. Loans.  No
loans shall be contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific
instances.  Section 3. Checks,
Drafts, etc. All
checks, drafts, or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by resolution of the Board
of Directors.  Section 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.  ARTICLE VII CERTIFICATES FOR SHARES AND
THEIR TRANSFER  Section 1. Certificates
for Shares.
Certificates representing shares of the corporation shall be in such form as
shall be determined by the Board of Directors. Such certificates shall be
signed by the president or a vice-president and countersigned by the secretary
or an assistant secretary and sealed with the corporation seal or a facsimile
thereof. The signatures of such officers upon a certificate may be facsimile
signatures if the certificate is manually signed on behalf of a transfer agent
or a registrar other than the corporation or an employee of the corporation.
Each certificate  9


for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificates shall be issued until the former certificates for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.  Section 2. Transfer of
Shares. Transfer of
shares of the corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal representative, who
shall furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
secretary of the corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books
of the corporation shall be deemed by the corporation to be the owner thereof
for all purposes.  ARTICLE VIII - FISCAL YEAR  Section 1. The fiscal year of the corporation shall
begin on the first day of January.  ARTICLE IX - DIVIDENDS  Section 1. The Board of Directors may, from time to
time, declare and the corporation may pay dividends on its outstanding shares
in the manner, and upon the terms and conditions provided by law and its
Articles of Incorporation.  ARTICLE X - CORPORATE SEAL  Section 1. The Board of Directors shall provide a
corporate seal which shall be circular in form and shall have inscribed thereon
the name of the corporation, the year of its incorporation and the words, Corporate
Seal, Delaware.  ARTICLE XI - WAIVER OF
NOTICE  Section 1. Whenever any notice is required to be given
to any stockholder or director of the corporation under the provisions of these
By-Laws or under the provisions of the Articles of Incorporation or under the
provisions of the general corporation law of the State of Delaware, a waiver
thereof in writing signed by any person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.  ARTICLE XII - AMENDMENTS  Section 1. The Board of Directors shall have the power
to make, alter and repeal By-Laws, but By-Laws made by the Board may be altered
or repealed and new By-Laws made by the stockholders.  10