SRS LABS, INC.

                                     BYLAWS*

 

 

                             STOCKHOLDERS' MEETINGS

 

         1. Time and Place of Meetings. All meetings of the stockholders for the

election of Directors or for any other purpose shall be held at such time and

place, within or without the State of Delaware, as may be designated by the

Board of Directors, or by the Chairman of the Board of Directors, the President

or the Secretary in the absence of a designation by the Board of Directors, and

stated in the notice of meeting. The Chairman of the Board of Directors may

postpone and reschedule any previously scheduled annual or special meeting of

the stockholders of the Corporation.

 

         2. Annual Meeting. An annual meeting of the stockholders shall be held

at such date and time as shall be designated from time to time by the Board of

Directors, at which meeting the stockholders shall elect by a plurality vote the

Directors to succeed those whose terms expire and shall transact such other

business as may properly be brought before the meeting in accordance with Bylaw

8.

 

         3. Special Meetings. Special meetings of the stockholders may be called

only by the Chairman of the Board of Directors or by the Chairman of the Board

of Directors or the Secretary within 10 days after receipt of the written

request of a majority of the total number of Directors which the Corporation

would have if there were no vacancies (the "Whole Board"). Any such request by a

majority of the Whole Board shall be sent to the Chairman of the Board of

Directors and the Secretary and shall state the purpose or purposes of the

proposed meeting. Special meetings of holders of the outstanding Preferred Stock

may be called in the manner and for the purposes provided in the resolutions of

the Board of Directors providing for the issuance of such stock as filed

pursuant to the applicable law of the State of Delaware (a "Preferred Stock

Designation"). At a special meeting of stockholders, only such business shall be

conducted or considered as shall have been stated in the notice of the meeting

given by or at the direction of the Board of Directors.

 

         4. Notice of Meetings. Written notice of every meeting of the

stockholders, stating the place, date and hour of the meeting and, in the case

of a special meeting, the purpose or purposes for which the meeting is called,

shall be given not less than 10 nor more than 60 days before the date of the

meeting to each stockholder entitled to vote at such meeting, except as

otherwise provided herein or by law. When a meeting is adjourned to another

place, date or time, written notice need not be given of the adjourned meeting

if the place, date and time thereof are announced at the meeting at which the

adjournment is taken; provided, however, that if the adjournment is for more

than 30 days, or if after the adjournment a new record date is fixed for the

adjourned meeting, written notice of the place, date and time of the adjourned

meeting shall be given in conformity herewith. At any adjourned meeting, any

business may be transacted which might have been transacted at the original

meeting.

 

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*As amended.

 

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         5. Inspectors. The Board of Directors shall appoint one or more

inspectors of election to act as judges of the voting and to determine those

entitled to vote at any meeting of the stockholders, or any adjournment thereof,

in advance of such meeting, but if the Board of Directors fails to make such

appointment(s) or if an appointee fails to serve, the presiding officer of the

meeting of the stockholders may appoint one or more inspectors (or substitute

inspector(s)) to act at the meeting.

 

         6. Quorum. Except as otherwise provided by law or in a Preferred Stock

Designation, the holders of a majority of the stock issued and outstanding and

entitled to vote thereat, present in person or represented by proxy, shall

constitute a quorum at all meetings of the stockholders for the transaction of

business thereat. If, however, such quorum shall not be present or represented

at any meeting of the stockholders, the stockholders entitled to vote thereat,

present in person or represented by proxy, shall have the power to adjourn the

meeting from time to time, without notice other than announcement at the

meeting, until a quorum shall be present or represented.

 

         7. Voting. Except as otherwise provided by law, by the Certificate of

Incorporation or in a Preferred Stock Designation, each stockholder shall be

entitled at every meeting of the stockholders to one vote for each share of

stock having voting power standing in the name of such stockholder on the books

of the Corporation on the record date for the meeting and such votes may be cast

either in person or by written proxy. Every proxy must be duly executed and

filed with the Secretary of the Corporation. A stockholder may revoke any proxy

that is not irrevocable by attending the meeting and voting in person or by

filing an instrument in writing revoking the proxy or another duly executed

proxy bearing a later date with the Secretary of the Corporation. The vote upon

any question brought before a meeting of the stockholders may be by voice vote,

unless otherwise required by the Certificate of Incorporation or these Bylaws or

unless the presiding officer or the holders of a majority of the outstanding

shares of all classes of stock entitled to vote thereon present in person or by

proxy at such meeting shall so determine. Every vote taken by written ballot

shall be counted by the inspector(s) of election. When a quorum is present at

any meeting, the affirmative vote of the holders of a majority of the stock

present in person or represented by proxy at the meeting and entitled to vote on

the subject matter and which has actually voted shall be the act of the

stockholders, except in the election of Directors or as otherwise provided in

these Bylaws, the Certificate of Incorporation, a Preferred Stock Designation or

by law.

 

         8. Order of Business. (a) The Chairman of the Board of Directors, or

such other officer of the Corporation designated by a majority of the Whole

Board (as defined in Bylaw 3), shall call meetings of the stockholders of the

Corporation to order and shall act as presiding officer thereof. Unless

otherwise determined by the Board of Directors prior to the meeting, the

presiding officer of the meeting of the stockholders shall determine the order

of business and shall have the authority in his discretion to regulate the

conduct of any such meeting, including without limitation by imposing

restrictions on the persons (other than stockholders of the Corporation or their

duly appointed proxies)

 

 

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who may attend any such stockholders' meeting, by ascertaining whether any

stockholder or his proxy may be excluded from any such meeting based upon any

determination by the presiding officer, in his sole discretion, that any such

person has unduly disrupted or is likely to disrupt the proceedings thereat, and

by determining the circumstances in which any person may make a statement or ask

questions at any such meeting.

 

         (b) At an annual meeting of the stockholders, only such business shall

be conducted or considered as shall have been properly brought before the

meeting. To be properly brought before an annual meeting, business must be (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

the meeting by or at the direction of a majority of the Whole Board, or (iii)

otherwise properly requested to be brought before the meeting by a stockholder

of the Corporation.

 

         (c) For business to be properly requested to be brought before an

annual meeting by a stockholder of the Corporation, the stockholder (i) must be

a stockholder of record at the time of the giving of the notice for such annual

meeting provided for in the Bylaws of this Corporation, (ii) must be entitled to

vote at such meeting and (iii) 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 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 changed by more than 30 days

from such anniversary date, notice by the stockholder to be timely must be so

received not later than the close of business on the 10th day following the day

on which public announcement is first made of the date of the meeting. A

stockholder's notice to the Secretary shall set forth as to each matter the

stockholder proposes to bring before the meeting (i) a brief description of the

business desired to be brought before the annual meeting and the reasons for

conducting such business at the annual meeting, (ii) the name and address, as

they appear on the Corporation's books, of the stockholder proposing such

business and the beneficial owner, if any, on whose behalf the proposal is made,

(iii) the class and number of shares of the Corporation that are owned

beneficially and of record by the stockholder proposing such business and by the

beneficial owner, if any, on whose behalf the proposal is made, and (iv) any

material interest of such stockholder proposing such business and the beneficial

owner, if any, on whose behalf the proposal is made, in such business.

Notwithstanding anything in this Bylaw 8 to the contrary, no business shall be

conducted at an annual meeting except in accordance with the procedures set

forth in this Bylaw 8. The presiding officer of the annual meeting shall, if the

facts warrant, determine that business was not properly brought before the

meeting in accordance with the procedures prescribed in this Bylaw 8 and, if he

should so determine, he shall so declare to the meeting and any such business

not properly brought before the meeting shall not be transacted. Notwithstanding

the foregoing provisions of this Bylaw 8, a stockholder shall also comply with

all applicable requirements of the Securities Exchange Act of 1934, as

 

 

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amended, and the rules and regulations thereunder with respect to the matters

set forth in this Bylaw 8. For purposes of this Bylaw and Bylaw 13, "public

announcement" shall mean disclosure in a press release reported by the Dow Jones

News Service, Associated Press or comparable national news service, in a

document publicly filed by the Corporation with the Securities and Exchange

Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act

of 1934, as amended, or in stockholder correspondence or a stockholder report.

Nothing in this Bylaw shall be deemed to affect any rights (including, but not

limited to, the time periods specified to exercise such rights) of stockholders

to request inclusion of proposals in the Corporation's proxy statement pursuant

to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

 

 

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                                    DIRECTORS

 

         9. Powers. The business and affairs of the Corporation shall be managed

under the direction of its Board of Directors, which may exercise all such

powers of the Corporation and do all such lawful acts and things as are not by

law or by the Certificate of Incorporation directed or required to be exercised

or done by the stockholders.

 

         10. Number, Election and Terms. Subject to the rights, if any, of any

series of Preferred Stock to elect additional Directors under specified

circumstances, the authorized number of Directors may be determined from time to

time only by a vote of a majority of the Whole Board (as defined in Bylaw 3) or

by the affirmative vote of the holders of at least 80% 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, but in no case shall the number of Directors be less than 5 or

more than 13. The Directors, other than those who may be elected by the holders

of any series of the Preferred Stock, shall be classified with respect to the

time for which they severally hold office into three classes, as nearly equal in

number as possible, designated Class I, Class II and Class III. The Directors

first appointed to Class I shall hold office for a term expiring at the annual

meeting of stockholders to be held in 1997; the Directors first appointed to

Class II shall hold office for a term expiring at the annual meeting of

stockholders to be held in 1998; and the Directors first appointed to Class III

shall hold office for a term expiring at the annual meeting of stockholders to

be held in 1999, with the members of each class to hold office until their

successors are elected and qualified. At each succeeding annual meeting of the

stockholders of the Corporation, the successors of the class of Directors whose

term expires at that meeting shall be elected by plurality vote of all votes

cast at such meeting to hold office for a term expiring at the annual meeting of

stockholders held in the third year following the year of their election.

 

         11. Vacancies and Newly Created Directorships. Subject to the rights,

if any, of the holders of any series of Preferred Stock to elect additional

Directors under specified circumstances, 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, or by a sole remaining Director. Any Director elected in

accordance with the preceding sentence shall hold office for the remainder of

the full term of the class of Directors in which the new directorship was

created or the vacancy occurred and until such Director's successor shall have

been elected and qualified. No decrease in the number of Directors constituting

the Board of Directors shall shorten the term of an incumbent Director.

 

         12. Removal. Subject to the rights, if any, of the holders of any

series of Preferred Stock to elect additional Directors under specified

circumstances, any Director may be removed from office by the stockholders only

for cause and only in the manner

 

 

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provided in this Bylaw 12. At any annual meeting or special meeting of the

stockholders of the Corporation, the notice of which shall state that the

removal of a Director or Directors is among the purposes of the meeting, the

affirmative vote of the holders of at least 80% of the Voting Stock (as defined

in Bylaw 10), voting together as a single class, may remove such Director or

Directors for cause.

 

         13. Nominations of Directors; Election. Subject to the rights, if any,

of the holders of any series of Preferred Stock to elect additional Directors

under specified circumstances, only persons who are nominated in accordance with

the following procedures shall be eligible for election as Directors of the

Corporation. Nominations of persons for election as Directors of the Corporation

may be made by (i) the Board of Directors or a committee appointed by the Board

of Directors, or (ii) any stockholder who is a stockholder of record at the time

of giving of notice for the meeting provided for in these Bylaws, who shall be

entitled to vote for the election of Directors and who complies with the

procedures set forth in this Bylaw 13. All nominations by stockholders shall be

made pursuant to timely notice in proper written form to the Secretary of the

Corporation. To be timely, a stockholder's notice shall be delivered to or

mailed and received at the principal executive offices of the Corporation (i) in

the case of an annual meeting, 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 changed by

more than 30 days from such anniversary date, notice by the stockholder to be

timely must be so received not later than the close of business on the 10th day

following the day on which public announcement is first made of the date of the

meeting, and (ii) in the case of a special meeting at which Directors are to be

elected, not later than the close of business on the 10th day following the day

on which public announcement is first made of the date of the meeting. To be in

proper written form, such stockholder's notice shall set forth or include (i)

the name and address, as they appear on the Corporation's books, of the

stockholder giving the notice and of the beneficial owner, if any, on whose

behalf the nomination is made; (ii) a representation that the stockholder giving

the notice 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; (iii) the class and

number of shares of stock of the Corporation owned beneficially and of record by

the stockholder giving the notice and by the beneficial owner, if any, on whose

behalf the nomination is made; (iv) a description of all arrangements or

understandings between or among any of (A) the stockholder giving the notice,

(B) the beneficial owner on whose behalf the notice is given, (C) each nominee,

and (D) any other person or persons (naming such person or persons) pursuant to

which the nomination or nominations are to be made by the stockholder giving the

notice; (v) such other information regarding each nominee proposed by the

stockholder giving the notice as would be required to be included in a proxy

statement filed pursuant to the proxy rules of the Securities and Exchange

Commission, had the nominee been nominated, or intended to be nominated, by the

Board of Directors; and (vi) the signed consent of each nominee to serve as a

Director of the Corporation if so elected. At the request of the Board of

Directors, any person nominated by the Board of Directors for election as a

 

 

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Director shall furnish to the Secretary of the Corporation that information

required to be set forth in a stockholder's notice of nomination which pertains

to the nominee. The presiding officer of the meeting for election of Directors

shall, if the facts warrant, determine that a nomination was not made in

accordance with the procedures prescribed by this Bylaw 13, and if he should so

determine, he shall so declare to the meeting and the defective nomination shall

be disregarded. Notwithstanding the foregoing provisions of this Bylaw 13, a

stockholder shall also comply with all applicable requirements of the Securities

Exchange Act of 1934, as amended, and the rules and regulations thereunder with

respect to the matters set forth in this Bylaw.

 

         14. Resignation. Any Director may resign at any time by giving written

notice of his resignation to the Chairman of the Board of Directors or the

Secretary.

 

         15. Regular Meetings. Regular meetings of the Board of Directors may be

held without notice immediately after the annual meeting of the stockholders and

at such other time and place either within or without the State of Delaware as

shall from time to time be determined by the Board of Directors.

 

         16. Special Meetings. Special meetings of the Board of Directors may be

called by the Chairman of the Board of Directors or the President on one day's

written notice to each Director by whom such notice is not waived, given either

personally or by mail, telegram, telex, facsimile or similar medium of

communication, and shall be called by the Chairman of the Board of Directors or

the President in like manner and on like notice on the written request of two

Directors. Special meetings of the Board of Directors may be held at such time

and place either within or without the State of Delaware as is determined by the

Board of Directors or specified in the notice of any such meeting.

 

         17. Quorum. At all meetings of the Board of Directors, a majority of

the total number of Directors then in office shall constitute a quorum for the

transaction of business and, except for the designation of committees (as

provided in Bylaw 18) or as otherwise required by the Certificate of

Incorporation, the act of a majority of the Directors present at any meeting at

which there is a quorum shall be the act of the Board of Directors. If a quorum

shall not be present at any meeting of the Board of Directors, the Directors

present thereat may adjourn the meeting from time to time to another place, time

or date, without notice other than announcement at the meeting, until a quorum

shall be present.

 

         18. Committees of the Board of Directors. The Board of Directors, by

resolution passed by a majority of the Whole Board (as defined in Bylaw 3), may

designate one or more committees, each committee to consist of one or more

Directors and each to have such lawfully delegable powers and duties as the

Board may confer. Each such committee shall serve at the pleasure of the Board

of Directors. The Board of Directors may designate one or more Directors as

alternate members of any committee, who may replace any absent or disqualified

member at any meeting of the committee. In lieu of such action by the Board of

Directors, in the absence or

 

 

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disqualification of any member of a committee, the members thereof present at

any such meeting of the committee and not disqualified from voting, whether or

not they constitute a quorum, may unanimously appoint another member of the

Board of Directors to act at the meeting in the place of any such absent or

disqualified member. Except as otherwise provided by law, any such committee, to

the extent provided in the resolution of the Board of Directors, shall have and

may exercise all the powers and authority of the Board of Directors in the

direction of the management of the business and affairs of the Corporation. Any

committee or committees so designated by the Board of Directors shall have such

name or names as may be determined from time to time by resolution adopted by

the Board of Directors. Unless otherwise prescribed by the Board of Directors, a

majority of the members of the committee shall constitute a quorum for the

transaction of business, and the act of a majority of the members present at a

meeting at which there is a quorum shall be the act of such committee. Each

committee shall prescribe its own rules for calling and holding meetings and its

method of procedure, subject to any rules prescribed by the Board of Directors,

and shall keep a written record of all actions taken by it.

 

         19. Compensation. The Board of Directors may establish the compensation

for, and reimbursement of the expenses of, Directors for membership on the Board

of Directors and on committees of the Board of Directors, attendance at meetings

of the Board of Directors or committees of the Board of Directors, and for other

services by Directors to the Corporation.

 

         20. Rules. The Board of Directors may adopt rules and regulations that

are not inconsistent with law or these Bylaws for the conduct of their meetings

and the management of the affairs of the Corporation.

 

                                     NOTICES

 

         21. Generally. Except as otherwise provided by law, these Bylaws or the

Corporation's Certificate of Incorporation, whenever by law or under the

provisions of the Certificate of Incorporation or these Bylaws, notice is

required to be given to any Director or stockholder, it shall not be construed

to mean personal notice, but such notice may be given in writing, by mail,

addressed to such Director or stockholder, at his address as it appears on the

records of the Corporation, with postage thereon prepaid, and such notice shall

be deemed to be given at the time when the same shall be deposited in the United

States mail. Notice to Directors may also be given by telephone, telegram,

telex, facsimile or similar medium of communication.

 

         22. Waivers. Whenever any notice is required to be given by law or

under the provisions of the Certificate of Incorporation or these Bylaws, a

waiver thereof in writing, signed by the person or persons entitled to such

notice, whether before or after the time of the event for which notice is to be

given, shall be deemed equivalent to such notice. Attendance of a person at a

meeting shall constitute a waiver of notice of such meeting, except when the

person attends a meeting for the express purpose of objecting, at the

 

 

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beginning of the meeting, to the transaction of any business because the meeting

is not lawfully called or convened.

 

                                    OFFICERS

 

         23. Generally. The officers of the Corporation shall be elected by the

Board of Directors and shall consist of a Chairman of the Board of Directors, a

Chief Executive Officer, a President, one or more Vice Presidents, a Secretary,

and a Treasurer. The Board of Directors may also choose any or all of the

following: one or more Vice Chairmen of the Board of Directors, one or more

Executive Vice Presidents, one or more Senior Vice Presidents, and one or more

Assistant Secretaries, Assistant Treasurers, and such other officers as may be

appointed in accordance with Bylaw 24. Any number of offices may be held by the

same person. Any of the offices may be left vacant from time to time as the

Board of Directors may determine. In the case of the absence or disability of

any officer of the Corporation or for any other reason deemed sufficient by a

majority of the Board of Directors, the Board of Directors may delegate his

powers or duties to any other officer or to any Director.

 

         24. Subordinate Officers. The Board of Directors may appoint, and may

empower the Chief Executive Officer or President to appoint, such other officers

as the business of the Corporation may require.

 

         25. Compensation. The compensation of all officers and agents of the

Corporation who are also Directors of the Corporation shall be fixed by the

Board of Directors or by a committee of the Board of Directors established

pursuant to Bylaw 18. The Board of Directors may delegate the power to fix the

compensation of other officers and agents of the Corporation to an officer of

the Corporation.

 

         26. Succession. The officers of the Corporation shall hold office until

their successors are elected and qualified. Any officer elected or appointed by

the Board of Directors may be removed at any time by the affirmative vote of a

majority of the Whole Board. Any vacancy occurring in any office of the

Corporation may be filled by the Board of Directors.

 

         27. Authority and Duties. Each of the officers of the Corporation shall

have such authority and shall perform such duties as are customarily incident to

their respective offices, or as may be specified from time to time by the Board

of Directors in a resolution which is not inconsistent with these Bylaws.

 

         28. Chairman of the Board of Directors. The Chairman of the Board of

Directors shall preside at all meetings of the stockholders and of the Board of

Directors and he shall have such other duties and responsibilities as may be

assigned to him by the Board of Directors. The Chairman of the Board of

Directors may delegate to any qualified person authority to chair any meeting of

the stockholders, either on a temporary or a permanent basis.

 

 

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         29. Chief Executive Officer. The Chief Executive Officer shall have

such supervisory powers and such other duties and responsibilities as may be

assigned to him by the Board of Directors.

 

         30. President. The President shall be responsible for the active

management and direction of the business and affairs of the Corporation. In case

of the inability or failure of the Chairman of the Board of Directors to perform

the duties of that office, the President shall perform the duties of the

Chairman of the Board of Directors, unless otherwise determined by the Board of

Directors.

 

         31. Execution of Documents and Action With Respect to Securities of

Other Corporations. The President, the Chairman of the Board of Directors and

the Chief Executive Officer, if such an officer be elected (for purposes of this

Bylaw 31, each an "Executive Officer"), each shall have and is hereby given,

full power and authority, except as otherwise required by law or directed by the

Board of Directors, (a) to execute, on behalf of the Corporation, all duly

authorized contracts, agreements, deeds, conveyances or other obligations of the

Corporation, applications, consents, proxies and other powers of attorney, and

other documents and instruments, and (b) to vote and otherwise act on behalf of

the Corporation, in person or by proxy, at any meeting of stockholders (or with

respect to any action of such stockholders) of any other corporation in which

the Corporation may hold securities and otherwise to exercise any and all rights

and powers which the Corporation may possess by reason of its ownership of

securities of such other corporation. In addition, the Executive Officer may

delegate to other officers, employees and agents of the Corporation the power

and authority to take any action which the Executive Officer is authorized to

take under this Bylaw 31, with such limitations as the Executive Officer may

specify; such authority so delegated by the Executive Officer shall not be

re-delegated by the person to whom such execution authority has been delegated.

 

         32. Vice President. Each Vice President, however titled, shall perform

such duties and services and shall have such authority and responsibilities as

shall be assigned to or required from time to time by the Board of Directors or

the President.

 

         33. Secretary. The Secretary shall attend all meetings of the

stockholders and all meetings of the Board of Directors and record all

proceedings of the meetings of the stockholders and of the Board of Directors

and shall perform like duties for the standing committees when requested by the

Board of Directors or the President. The Secretary shall give, or cause to be

given, notice of all meetings of the stockholders and meetings of the Board of

Directors. The Secretary shall perform such duties as may be prescribed by the

Board of Directors or the President. The Secretary shall have charge of the seal

of the Corporation and authority to affix the seal to any instrument. The

Secretary or any Assistant Secretary may attest to the corporate seal by

handwritten or facsimile signature. The Secretary shall keep and account for all

books, documents, papers and records of the Corporation except those for which

some other officer or

 

 

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agent has been designated or is otherwise properly accountable. The Secretary

shall have authority to sign stock certificates.

 

         34. Treasurer. The Treasurer shall be the chief financial officer of

the Corporation. The Treasurer shall have the custody of the funds and

securities belonging to the Corporation and shall deposit all moneys and other

valuable effects in the name and to the credit of the Corporation in such

depositories as may be designated by the Treasurer with the prior approval of

the Board of Directors or the President. The Treasurer shall disburse the funds

and pledge the credit of the Corporation as may be directed by the Board of

Directors and shall render to the Board of Directors and the President, as and

when required by them, or any of them, an account of all transactions by the

Treasurer.

 

 

                                      STOCK

 

         35. Certificates. The shares of the Corporation shall be represented by

certificates, in such form as shall be determined by the Board of Directors,

subject to applicable legal requirements, provided that the Board of Directors

may provide by resolution or resolutions that some or all of any or all classes

or series of its stock shall be uncertificated shares. Any such resolution shall

not apply to shares represented by a certificate until such certificate is

surrendered to the corporation. Notwithstanding the adoption of such a

resolution(s) by the Board of Directors, every holder of stock represented by

certificates, and upon request every holder of uncertificated shares, shall be

entitled to have a certificate signed by, or in the name of the Corporation by

the Chairman or Vice-Chairman of the Board of Directors, or the President or

Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary

or an Assistant Secretary of the Corporation representing the number of shares

registered in certificate form. Such certificate also shall be signed by a duly

authorized officer or agent of any properly designated transfer agent of the

Corporation. Any or all of the signatures on the certificate may be a facsimile.

In case any officer, transfer agent or registrar who has signed or whose

facsimile signature has been placed upon a certificate shall have ceased to be

such officer, transfer agent or registrar before such certificate is issued, it

may be issued by the Corporation with the same effect as if such person were

such officer, transfer agent or registrar at the date of issue.

 

                  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 or stated

on certificates pursuant to the Delaware General Corporation Law, including

information regarding partly paid shares, restrictions on transfer or voting

trusts, or, with respect to the information required by Section 151(f) of the

Delaware General Corporation Law, 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 of uncertificated

stock and the rights and obligations of the holders of certificates representing

stock of the same class and series shall be identical.

 

 

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         36. Classes of Stock. The designations, preferences and relative

participating, optional or other special rights of the various classes of stock

or series thereof, and the qualifications, limitations or restrictions thereof,

shall be set forth in full or summarized on the face or back of the certificates

which the Corporation issues to represent its stock, or in lieu thereof, such

certificates shall set forth the office of the Corporation from which the

holders of certificates may obtain a copy of such information.

 

         37. Transfers. Upon surrender to the Corporation or the transfer agent

of the Corporation of a certificate for shares duly endorsed or accompanied by

proper evidence of succession, assignment or authority to transfer, or when

proper instructions with respect to the transfer of uncertificated shares are

received by the Corporation or the transfer agent, it shall be the duty of the

Corporation to transfer such shares upon its records and, in connection with the

transfer of shares that will be certificated, issue, or to cause its transfer

agent to issue, a new certificate to the person entitled thereto and cancel the

old certificate.

 

         38. Lost, Stolen or Destroyed Certificates. The Secretary may direct a

new certificate or certificates to be issued in place of any certificate or

certificates theretofore issued by the Corporation alleged to have been lost,

stolen or destroyed, upon the making of an affidavit of that fact, satisfactory

to the Secretary, by the person claiming the certificate of stock to be lost,

stolen or destroyed. As a condition precedent to the issuance of a new

certificate or certificates, the Secretary may require the owners of such lost,

stolen or destroyed certificate or certificates to give the Corporation a bond

in such sum and with such surety or sureties as the Secretary may direct as

indemnity against any claims that may be made against the Corporation with

respect to the certificate alleged to have been lost, stolen or destroyed or the

issuance of the new certificate.

 

         39. Record Dates. (a) In order that the Corporation may determine the

stockholders entitled to notice of or to vote at any meeting of stockholders or

any adjournment thereof, the Board of Directors may fix a record date, which

record date shall not precede the date upon which the resolution fixing the

record date is adopted by the Board of Directors, and which record date shall

not be more than 60 nor less than 10 days before the date of such meeting. If no

record date is fixed by the Board of Directors, the record date for determining

stockholders entitled to notice of or to vote at a meeting of stockholders shall

be at the close of business on the day next preceding the day on which notice is

given, or, if notice is waived, at the close of business on the day next

preceding the day on which the meeting is held. A determination of stockholders

of record entitled to notice of or to vote at a meeting of the stockholders

shall apply to any adjournment of the meeting; provided, however, that the Board

of Directors may fix a new record date for the adjourned meeting.

 

         (b) In order that the Corporation may determine the stockholders

entitled to receive payment of any dividend or other distribution or allotment

of any rights or the

 

 

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stockholders entitled to exercise any rights in respect of any change,

conversion or exchange of stock, or for the purpose of any other lawful action,

the Board of Directors may fix a record date, which record date shall not

precede the date upon which the resolution fixing the record date is adopted,

and which record date shall be not more than 60 days prior to such action. If no

record date is fixed, the record date for determining stockholders for any such

purpose shall be at the close of business on the day on which the Board of

Directors adopts the resolution relating thereto.

 

         (c) The Corporation shall be entitled to treat the person in whose name

any share of its stock is registered as the owner thereof for all purposes, and

shall not be bound to recognize any equitable or other claim to, or interest in,

such share on the part of any other person, whether or not the Corporation shall

have notice thereof, except as expressly provided by applicable law.

 

 

                                     GENERAL

 

         40. Fiscal Year. The fiscal year of the Corporation shall be fixed from

time to time by the Board of Directors.

 

         41. Seal. The Board of Directors may adopt a corporate seal and use the

same by causing it or a facsimile thereof to be impressed or affixed or

reproduced or otherwise.

 

         42. Reliance upon Books, Reports and Records. Each Director, each

member of a committee designated by the Board of Directors, and each officer of

the Corporation shall, in the performance of his or her duties, be fully

protected in relying in good faith upon the records of the Corporation and upon

such information, opinions, reports or statements presented to the Corporation

by any of the Corporation's officers or employees, or committees of the Board of

Directors, or by any other person as to matters the Director, committee member

or officer believes are within such other person's professional or expert

competence and who has been selected with reasonable care by or on behalf of the

Corporation.

 

         43. Time Periods. In applying any provision of these Bylaws that

requires that an act be done or not be done a specified number of days prior to

an event or that an act be done during a period of a specified number of days

prior to an event, calendar days shall be used, the day of the doing of the act

shall be excluded and the day of the event shall be included.

 

         44. Application of California Corporations Code. In the event that the

Board of Directors determines that the Corporation has become subject to and is

not exempt from the application of Section 2115 of the California Corporations

Code ("Section 2115"), the Board of Directors shall amend these Bylaws from time

to time as necessary to comply with the requirements of Section 2115, such

amendments to be effected without a vote of the stockholders notwithstanding

anything herein to the contrary.

 

 

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