General Surgical Innovations Inc – ‘10-Q’ for 9/30/97 – EX-3.4

As of:  Friday, 11/14/97   ·   For:  9/30/97   ·   Accession #:  1047469-97-4824   ·   File #:  0-28448

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      23    129K 
 2: EX-3.4      Articles of Incorporation/Organization or By-Laws     30    118K 
 3: EX-11.1     Statement re: Computation of Earnings Per Share        1      6K 
 4: EX-27       Exhibit 27 - FDS                                       2      6K 

EX-3.4   —   Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents

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     AMENDED AND RESTATED BYLAWS

      OF

      GENERAL SURGICAL INNOVATIONS, INC.

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     AMENDED AND RESTATED BYLAWS

      OF

      GENERAL SURGICAL INNOVATIONS, INC.

     TABLE OF CONTENTS

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ARTICLE I - CORPORATE OFFICES. . . . . . . . . . . . . . . . . . . . . . . . 1  
  1.1 PRINCIPAL OFFICE . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  1.2 OTHER OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II - MEETINGS OF SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . 1  
  2.1 PLACE OF MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . 1
  2.2 ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  2.3 SPECIAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
  2.4 NOTICE OF SHAREHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . 4
  2.5 ADVANCE NOTICE OF SHAREHOLDER NOMINEES . . . . . . . . . . . . . . . 4
  2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE . . . . . . . . . . . . 5
  2.7 QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  2.8 ADJOURNED MEETING; NOTICE. . . . . . . . . . . . . . . . . . . . . . 6
  2.9 VOTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  2.10 CUMULATIVE VOTING . . . . . . . . . . . . . . . . . . . . . . . . . 7
  2.11 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING . . . . . . 7
  2.12 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT . . . . . . . . . 7
  2.13 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING. . . . . . . . . . . . . 8
  2.14 PROXIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  2.15 INSPECTORS OF ELECTION. . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE III - DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . .10  
  3.1 POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
  3.2 NUMBER OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . .10
  3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS . . . . . . . . . . . . . .10
  3.4 RESIGNATION AND VACANCIES. . . . . . . . . . . . . . . . . . . . . .11
  3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE . . . . . . . . . . . . . .12
  3.6 REGULAR MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . .12
  3.7 SPECIAL MEETINGS; NOTICE . . . . . . . . . . . . . . . . . . . . . .12
  3.8 QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
  3.9 WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . .13
  3.10 ADJOURNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
  3.11 NOTICE OF ADJOURNMENT . . . . . . . . . . . . . . . . . . . . . . .13
  3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING . . . . . . . . .13

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  3.13 FEES AND COMPENSATION OF DIRECTORS. . . . . . . . . . . . . . . . .14
  3.14 APPROVAL OF LOANS TO OFFICERS*. . . . . . . . . . . . . . . . . . .14
ARTICLE IV - COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . . . . .14  
  4.1 COMMITTEES OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . .14
  4.2 MEETINGS AND ACTION OF COMMITTEES. . . . . . . . . . . . . . . . . .15
ARTICLE V - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .15  
  5.1 OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
  5.2 ELECTION OF OFFICERS . . . . . . . . . . . . . . . . . . . . . . . .16
  5.3 SUBORDINATE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . .16
  5.4 REMOVAL AND RESIGNATION OF OFFICERS. . . . . . . . . . . . . . . . .16
  5.5 VACANCIES IN OFFICES . . . . . . . . . . . . . . . . . . . . . . . .16
  5.6 CHAIRMAN OF THE BOARD. . . . . . . . . . . . . . . . . . . . . . . .16
  5.7 PRESIDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
  5.8 VICE PRESIDENTS. . . . . . . . . . . . . . . . . . . . . . . . . . .17
  5.9 SECRETARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
  5.10 CHIEF FINANCIAL OFFICER . . . . . . . . . . . . . . . . . . . . . .18
ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,                 
       AND OTHER AGENTS. . . . . . . . . . . . . . . . . . . . . . . . . .18
  6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. . . . . . . . . . . . . .18
  6.2 INDEMNIFICATION OF OTHERS. . . . . . . . . . . . . . . . . . . . . .18
  6.3 PAYMENT OF EXPENSES IN ADVANCE . . . . . . . . . . . . . . . . . . .19
  6.4 INDEMNITY NOT EXCLUSIVE. . . . . . . . . . . . . . . . . . . . . . .19
  6.5 INSURANCE INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . .19
  6.6 CONFLICTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
ARTICLE VII - RECORDS AND REPORTS. . . . . . . . . . . . . . . . . . . . . .20  
  7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER . . . . . . . . . . . .20
  7.2 MAINTENANCE AND INSPECTION OF BYLAWS . . . . . . . . . . . . . . . .20
  7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. . . . . . . .21
  7.4 INSPECTION BY DIRECTORS. . . . . . . . . . . . . . . . . . . . . . .21
  7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER. . . . . . . . . . . . . . . .21
  7.6 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . .22
  7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS . . . . . . . . . . .22
ARTICLE VIII - GENERAL MATTERS . . . . . . . . . . . . . . . . . . . . . . .23  
  8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. . . . . . . .23
  8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS. . . . . . . . . . . . . .23
  8.3 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. . . . . . . . . .23

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  8.4 CERTIFICATES FOR SHARES. . . . . . . . . . . . . . . . . . . . . . .23
  8.5 LOST CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . .24
  8.6 CONSTRUCTION; DEFINITIONS. . . . . . . . . . . . . . . . . . . . . .24
ARTICLE IX - AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . .24  
  9.1 AMENDMENT BY SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . .24
  9.2 AMENDMENT BY DIRECTORS . . . . . . . . . . . . . . . . . . . . . . .25

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   AMENDED AND RESTATED BYLAWS

OF

GENERAL SURGICAL INNOVATIONS, INC.

 ARTICLE I

 CORPORATE OFFICES

1.1  PRINCIPAL OFFICE                                                 

  The board of directors shall fix the location of the principal executive
office of the corporation at any place within or outside the State of           
California.  If the principal executive office is located outside such state    
and the corporation has one or more business offices in such state, then the    
board of directors shall fix and designate a principal business office in the   
State of California.                                                            

1.2  OTHER OFFICES                                                    

The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do         
business.                                                                       

ARTICLE II

MEETINGS OF SHAREHOLDERS

2.1  PLACE OF MEETINGS                                                

Meetings of shareholders shall be held at any place within or outside 
the State of California designated by the board of directors.  In the absence   
of any such designation, shareholders' meetings shall be held at the            
principal executive office of the corporation.                                  

2.2  ANNUAL MEETING                                                   

(a)  The annual meeting of shareholders shall be held each year on a  
date and at a time designated by the board of directors.  In the absence of     
such designation, the annual meeting of shareholders shall be held on the       
third Wednesday of May in each year at 10:00 a.m.  However, if such day falls   
on a legal holiday, then the meeting shall be held at the same time and place   
on the next succeeding full business day.  At the meeting, directors shall be   
elected, and any other proper business may be transacted.                       

(b)  Nominations of persons for election to the board of directors of 
the corporation and the proposal of business to be transacted by the            
shareholders may be made at an annual meeting of shareholders (i) pursuant to   
the corporation's notice with respect to such meeting, (ii)                     

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by or at the direction of the board of directors or (iii) by any shareholder    
of the corporation who was a shareholder of record at the time of giving of     
the notice provided for in this Section 2.2, who is entitled to vote at the     
meeting and who has complied with the notice procedures set forth in this       
Section 2.2.                                                                    

 (c)  For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (iii) of paragraph (b) of    
this Section 2.2, the shareholder must have given timely notice thereof in      
writing to the secretary of the corporation and such business must be a         
proper matter for shareholder action under the Corporations Code of             
California (the "Code").  To be timely, a shareholder's notice shall be         
delivered to the secretary at the principal executive offices of the            
corporation not less than twenty (20) days nor more than ninety (90) days       
prior to the first anniversary of the preceding year's annual meeting of        
shareholders; provided, however, that in the event that the date of the         
annual meeting is more than thirty (30) days prior to or more than sixty (60)   
days after such anniversary date, notice by the shareholder to be timely must   
be so delivered not earlier than the ninetieth (90th) day prior to such         
annual meeting and not later than the close of business on the later of the     
twentieth (20th) day prior to such annual meeting or the tenth (10th) day       
following the day on which public announcement of the date of such meeting is   
first made.  Such shareholder's notice shall set forth (i) as to each person    
whom the shareholder proposes to nominate for election or reelection as a       
director all information relating to such person that is required to be         
disclosed in solicitations of proxies for election of directors, or is          
otherwise required, in each case pursuant to Regulation 14A under the           
Securities Exchange Act of 1934, as amended (the "Exchange Act") (including     
such person's written consent to being named in the proxy statement as a        
nominee and to serving as a director if elected); (ii) as to any other          
business that the shareholder proposes to bring before the meeting, a brief     
description of such business, the reasons for conducting such business at the   
meeting and any material interest in such business of such shareholder and      
the beneficial owner, if any, on whose behalf the proposal is made; and (iii)   
as to the shareholder giving the notice and the beneficial owner, if any, on    
whose behalf the nomination or proposal is made (A) the name and address of     
such shareholder, as they appear on the corporation's books, and of such        
beneficial owner and (B) the class and number of shares of the corporation      
which are owned beneficially and of record by such shareholder and such         
beneficial owner.                                                               

 (d)  Only persons nominated in accordance with the procedures set forth
in this Section 2.2 shall be eligible to serve as directors and only such       
business shall be conducted at an annual meeting of shareholders as shall       
have been brought before the meeting in accordance with the procedures set      
forth in this Section 2.2.  The chairman of the meeting shall determine         
whether a nomination or any business proposed to be transacted by the           
shareholders has been properly brought before the meeting and, if any           
proposed nomination or business has not been properly brought before the        
meeting, the chairman shall declare that such proposed business or nomination   
shall not be presented for shareholder action at the meeting.                   

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 (e)  For purposes of this Section 2.2, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,           
Associated Press or a comparable national news service.                         

  (f)  Nothing in this Section 2.2 shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the corporation's proxy       
statement pursuant to Rule 14a-8 under the Exchange Act.                        

2.3  SPECIAL MEETING                                                  

 (a)  A special meeting of the shareholders may be called at any time by
the board of directors, or by the chairman of the board, or by the president,   
or by one or more shareholders holding shares in the aggregate entitled to      
cast not less than ten percent (10%) of the votes at that meeting.              

 (b)  If a special meeting is called by any person or persons other than
the board of directors or the president or the chairman of the board, then      
the request shall be in writing, specifying the time of such meeting and the    
general nature of the business proposed to be transacted, and shall be          
delivered personally or sent by registered mail or by telegraphic or other      
facsimile transmission to the chairman of the board, the president, any vice    
president or the secretary of the corporation.  No business may be transacted   
at such special meeting otherwise than specified in such notice.  The officer   
receiving the request shall cause notice to be promptly given to the            
shareholders entitled to vote, in accordance with the provisions of Sections    
2.4 and 2.5 of these bylaws, that a meeting will be held at the time            
requested by the person or persons calling the meeting, so long as that time    
is not less than thirty-five (35) nor more than sixty (60) days after the       
receipt of the request.  If the notice is not given within twenty (20) days     
after receipt of the request, then the person or persons requesting the         
meeting may give the notice.  Nothing contained in this paragraph of this       
Section 2.3 shall be construed as limiting, fixing or affecting the time when   
a meeting of shareholders called by action of the board of directors may be     
held.                                                                           

(c)  Only such business shall be conducted at a special meeting of    
shareholders as shall have been brought before the meeting pursuant to the      
notice of meeting given in accordance with the provisions of Section 2.3(b).    
Nominations of persons for election to the board of directors may be made at    
a special meeting of shareholders at which directors are to be selected         
pursuant to such notice of meeting (i) by or at the direction of the board of   
directors or (ii) by any shareholder of the corporation who is a shareholder    
of record at the time of giving of notice provided for in this Section          
2.3(c), who shall be entitled to vote at the meeting and who complies with      
the notice procedures set forth in this Section 2.3(c).  Nominations by         
shareholders of persons for election to the board of directors may be made at   
such a special meeting of shareholders if the shareholder's notice required     
by Section 2.2(c) shall be delivered to the secretary at the principal          
executive offices of the corporation not earlier than the ninetieth (90th)      

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day prior to such special meeting and not later than the close of business on   
the later of the twentieth (20th) day prior to such special meeting or the      
tenth (10th) day following the day on which public announcement is first made   
of the date of the special meeting and of the nominees proposed by the board    
of directors to be selected at such meeting.                                    

2.4  NOTICE OF SHAREHOLDERS' MEETINGS                                 

  All notices of meetings of shareholders shall be sent or otherwise given
in accordance with Section 2.5 of these bylaws not less than ten (10) (or, if   
sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty        
(30)) nor more than sixty (60) days before the date of the meeting.  The        
notice shall specify the place, date, and hour of the meeting and (i) in the    
case of a special meeting, the general nature of the business to be             
transacted (no business other than that specified in the notice may be          
transacted) or (ii) in the case of the annual meeting, those matters which      
the board of directors, at the time of giving the notice, intends to present    
for action by the shareholders (but subject to the provisions of the next       
paragraph of this Section 2.4 any proper matter may be presented at the         
meeting for such action).  The notice of any meeting at which directors are     
to be elected shall include the name of any nominee or nominees who, at the     
time of the notice, the board intends to present for election.                  

If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect            
financial interest, pursuant to Section 310 of the Code, (ii) an amendment of   
the articles of incorporation, pursuant to Section 902 of the Code, (iii) a     
reorganization of the corporation, pursuant to Section 1201 of the Code, (iv)   
a voluntary dissolution of the corporation, pursuant to Section 1900 of the     
Code, or (v) a distribution in dissolution other than in accordance with the    
rights of outstanding preferred shares, pursuant to Section 2007 of the Code,   
then the notice shall also state the general nature of that proposal.           

2.5  ADVANCE NOTICE OF SHAREHOLDER NOMINEES                           

Only persons who are nominated in accordance with the procedures set  
forth in this Section 2.5 shall be eligible for election as directors.          
Nominations of persons for election to the board of directors of the            
corporation may be made at a meeting of shareholders by or at the direction     
of the board of directors or by any shareholder of the corporation entitled     
to vote for the election of directors at the meeting who complies with the      
notice procedures set forth in this Section 2.5.  Such nominations, other       
than those made by or at the direction of the board of directors, shall be      
made pursuant to timely notice in writing to the secretary of the               
corporation.  To be timely, a shareholder's notice shall be delivered to or     
mailed and received at the principal executive offices of the corporation not   
less than twenty (20) days nor more than ninety (90) days prior to the          
meeting; provided, however, that in the event that less than thirty (30)        
days' notice or prior public disclosure of the date of the meeting is given     
or made to shareholders, notice by the shareholder to be timely must be so      
received not later than the close of business on the 10th day                   

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following the day on which such notice of the date of the meeting was mailed    
or such public disclosure was made.  Such shareholder's notice shall set        
forth (a) as to each person whom the shareholder proposes to nominate for       
election or re-election as a Director, (i) the name, age, business address      
and residence address of such person, (ii) the principal occupation or          
employment of such person, (iii) the class and number of shares of the          
corporation which are beneficially owned by such person and (iv) any other      
information relating to such person that is required to be disclosed in         
solicitations of proxies for election of Directors, or is otherwise required,   
in each case pursuant to Regulation 14A under the Securities Exchange Act of    
1934, as amended (including, without limitation, such person's written          
consent to being named in the proxy statement as a nominee and to serving as    
a director if elected); and (b) as to the shareholder giving the notice (1)     
the name and address, as they appear on the corporation's books, of such        
shareholder and (2) the class and number of shares of the corporation which     
are beneficially owned by such shareholder.  At the request of the board of     
directors any person nominated by the board of directors for election as a      
director shall furnish to the secretary of the corporation that information     
required to be set forth in a shareholder's notice of nomination which          
pertains to the nominee.  No person shall be eligible for election as a         
director of the corporation unless nominated in accordance with the             
procedures set forth in this Section 2.5.  The Chairman of the meeting shall,   
if the facts warrant, determine and declare to the meeting that a nomination    
was not made in accordance with the procedures prescribed by the Bylaws, and    
if he or she should so determine, he or she shall so declare to the meeting     
and the defective nomination shall be disregarded.                              

2.6  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE                     

 Written notice of any meeting of shareholders shall be given either (i)
personally or (ii) by first-class mail or (iii) by third-class mail but only    
if the corporation has outstanding shares held of record by five hundred        
(500) or more persons (determined as provided in Section 605 of the Code) on    
the record date for the shareholders' meeting, or (iv) by telegraphic or        
other written communication.  Notices not personally delivered shall be sent    
charges prepaid and shall be addressed to the shareholder at the address of     
that shareholder appearing on the books of the corporation or given by the      
shareholder to the corporation for the purpose of notice.  If no such address   
appears on the corporation's books or is given, notice shall be deemed to       
have been given if sent to that shareholder by mail or telegraphic or other     
written communication to the corporation's principal executive office, or if    
published at least once in a newspaper of general circulation in the county     
where that office is located.  Notice shall be deemed to have been given at     
the time when delivered personally or deposited in the mail or sent by          
telegram or other means of written communication.                               

If any notice addressed to a shareholder at the address of that       
shareholder appearing on the books of the corporation is returned to the        
corporation by the United States Postal Service marked to indicate that the     
United States Postal Service is unable to deliver the notice to the             
shareholder at that address, then all future notices or reports shall be        
deemed to have been duly                                                        

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given without further mailing if the same shall be available to the             
shareholder on written demand of the shareholder at the principal executive     
office of the corporation for a period of one (1) year from the date of the     
giving of the notice.                                                           

An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting, executed by the secretary, assistant secretary or any    
transfer agent of the corporation giving the notice, shall be prima facie       
evidence of the giving of such notice.                                          

2.7  QUORUM                                                           

The presence in person or by proxy of the holders of a majority of the
shares entitled to vote thereat constitutes a quorum for the transaction of     
business at all meetings of shareholders.  The shareholders present at a duly   
called or held meeting at which a quorum is present may continue to do          
business until adjournment, notwithstanding the withdrawal of enough            
shareholders to leave less than a quorum, if any action taken (other than       
adjournment) is approved by at least a majority of the shares required to       
constitute a quorum.                                                            

2.8  ADJOURNED MEETING; NOTICE                                        

  Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of      
the shares represented at that meeting, either in person or by proxy.  In the   
absence of a quorum, no other business may be transacted at that meeting        
except as provided in Section 2.6 of these bylaws.                              

  When any meeting of shareholders, either annual or special, is adjourned
to another time or place, notice need not be given of the adjourned meeting     
if the time and place are announced at the meeting at which the adjournment     
is taken. However, if a new record date for the adjourned meeting is fixed or   
if the adjournment is for more than forty-five (45) days from the date set      
for the original meeting, then notice of the adjourned meeting shall be         
given.  Notice of any such adjourned meeting shall be given to each             
shareholder of record entitled to vote at the adjourned meeting in accordance   
with the provisions of Sections 2.4 and 2.5 of these bylaws.  At any            
adjourned meeting the corporation may transact any business which might have    
been transacted at the original meeting.                                        

2.9  VOTING                                                           

The shareholders entitled to vote at any meeting of shareholders shall
be determined in accordance with the provisions of Section 2.10 of these        
bylaws, subject to the provisions of Sections 702 through 704 of the Code       
(relating to voting shares held by a fiduciary, in the name of a corporation    
or in joint ownership).                                                         

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The shareholders' vote may be by voice vote or by ballot; provided,   
however, that any election for directors must be by ballot if demanded by any   
shareholder at the meeting and before the voting has begun.                     

Except as may be otherwise provided in the articles of incorporation, 
each outstanding share, regardless of class, shall be entitled to one vote on   
each matter submitted to a vote of the shareholders.  Any shareholder           
entitled to vote on any matter may vote part of the shares in favor of the      
proposal and refrain from voting the remaining shares or, except when the       
matter is the election of directors, may vote them against the proposal; but,   
if the shareholder fails to specify the number of shares which the              
shareholder is voting affirmatively, it will be conclusively presumed that      
the shareholder's approving vote is with respect to all shares which the        
shareholder is entitled to vote.                                                

If a quorum is present, the affirmative vote of the majority of the   
shares represented and voting at a duly held meeting (which shares voting       
affirmatively also constitute at least a majority of the required quorum)       
shall be the act of the shareholders, unless the vote of a greater number or    
a vote by classes is required by the Code or by the articles of incorporation.  

2.10 CUMULATIVE VOTING                                                

  Shareholders shall not be entitled to cumulate votes for the election of
directors of this corporation.                                                  

This Article shall become effective only when the corporation becomes,
and only for so long as the corporation remains, a listed corporation within    
the meaning of Section 301.5 of the California Corporations Code.               

2.11 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING          

No action shall be taken by the shareholders of the corporation other 
than at an annual or special meeting of the shareholders, upon due notice and   
in accordance with the other provisions of these Bylaws.                        

2.12 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT                

The transactions of any meeting of shareholders, either annual or     
special, however called and noticed, and wherever held, shall be as valid as    
though they had been taken at a meeting duly held after regular call and        
notice, if a quorum be present either in person or by proxy, and if, either     
before or after the meeting, each person entitled to vote, who was not          
present in person or by proxy, signs a written waiver of notice or a consent    
to the holding of the meeting or an approval of the minutes thereof.  The       
waiver of notice or consent or approval need not specify either the business    
to be transacted or the purpose of any annual or special meeting of             

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shareholders, except that if action is taken or proposed to be taken for        
approval of any of those matters specified in the second paragraph of Section   
2.4 of these bylaws, the waiver of notice or consent or approval shall state    
the general nature of the proposal.  All such waivers, consents, and            
approvals shall be filed with the corporate records or made a part of the       
minutes of the meeting.                                                         

Attendance by a person at a meeting shall also constitute a waiver of 
notice of and presence at that meeting, except when the person objects at the   
beginning of the meeting to the transaction of any business because the         
meeting is not lawfully called or convened.  Attendance at a meeting is not a   
waiver of any right to object to the consideration of matters required by the   
Code to be included in the notice of the meeting but not so included, if that   
objection is expressly made at the meeting.                                     

2.13 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING                       

For purposes of determining the shareholders entitled to notice of any
meeting or to vote thereat, the board of directors may fix, in advance, a       
record date, which shall not be more than sixty (60) days nor less than ten     
(10) days before the date of any such meeting, and in such event only           
shareholders of record on the date so fixed are entitled to notice and to       
vote, notwithstanding any transfer of any shares on the books of the            
corporation after the record date, except as otherwise provided in the Code.    

 If the board of directors does not so fix a record date the record date
for determining shareholders entitled to notice of or to vote at a meeting of   
shareholders shall be at the close of business on the business day next         
preceding the day on which notice is given or, if notice is waived, at the      
close of business on the business day next preceding the day on which the       
meeting is held; and                                                            

The record date for any other purpose shall be as provided in Article 
VIII of these bylaws.                                                           

2.14 PROXIES                                                          

Every person entitled to vote for directors, or on any other matter,  
shall have the right to do so either in person or by one or more agents         
authorized by a written proxy signed by the person and filed with the           
secretary of the corporation.  A proxy shall be deemed signed if the            
shareholder's name is placed on the proxy (whether by manual signature,         
typewriting, telegraphic transmission or otherwise) by the shareholder or the   
shareholder's attorney-in-fact.  A validly executed proxy which does not        
state that it is irrevocable shall continue in full force and effect unless     
(i) the person who executed the proxy revokes it prior to the time of voting    
by delivering a writing to the corporation stating that the proxy is revoked    
or by executing a subsequent proxy and presenting it to the meeting or by       
voting in person at the meeting, or (ii) written notice of the death or         
incapacity of the maker of that proxy is received by the corporation before     
the vote pursuant to that proxy is counted; provided, however, that no proxy    
shall be valid after the expi-                                                  

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ration of eleven (11) months from the date of the proxy, unless otherwise       
provided in the proxy. The dates contained on the forms of proxy                
presumptively determine the order of execution, regardless of the postmark      
dates on the envelopes in which they are mailed.  The revocability of a proxy   
that states on its face that it is irrevocable shall be governed by the         
provisions of Sections 705(e) and 705(f) of the Code.                           

2.15 INSPECTORS OF ELECTION                                           

Before any meeting of shareholders, the board of directors may appoint
an inspector or inspectors of election to act at the meeting or its             
adjournment. If no inspector of election is so appointed, then the chairman     
of the meeting may, and on the request of any shareholder or a shareholder's    
proxy shall, appoint an inspector or inspectors of election to act at the       
meeting.  The number of inspectors shall be either one (1) or three (3).  If    
inspectors are appointed at a meeting pursuant to the request of one (1) or     
more shareholders or proxies, then the holders of a majority of shares or       
their proxies present at the meeting shall determine whether one (1) or three   
(3) inspectors are to be appointed.  If any person appointed as inspector       
fails to appear or fails or refuses to act, then the chairman of the meeting    
may, and upon the request of any shareholder or a shareholder's proxy shall,    
appoint a person to fill that vacancy.                                          

Such inspectors shall:                                                

  (a)  determine the number of shares outstanding and the voting
power of each, the number of shares represented at the meeting, the existence   
of a quorum, and the authenticity, validity, and effect of proxies;             

(b)  receive votes, ballots or consents;                    

   (c)  hear and determine all challenges and questions in any way
arising in connection with the right to vote;                                   

(d)  count and tabulate all votes or consents;              

(e)  determine when the polls shall close;                  

(f)  determine the result; and                              

     (g)  do any other acts that may be proper to conduct the election
or vote with fairness to all shareholders.                                      

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ARTICLE III 

DIRECTORS 

3.1  POWERS                                                           

Subject to the provisions of the Code and any limitations in the      
articles of incorporation and these bylaws relating to actions required to be   
approved by the shareholders or by the outstanding shares, the business and     
affairs of the corporation shall be managed and all corporate powers shall be   
exercised by or under the direction of the board of directors.                  

3.2  NUMBER OF DIRECTORS                                              

The number of directors of the corporation shall be not less than four
(4) nor more than seven (7).  The exact number of directors shall be seven      
(7) until changed, within the limits specified above, by a bylaw amending       
this Section 3.2, duly adopted by the board of directors or by the              
shareholders.  The indefinite number of directors may be changed, or a          
definite number may be fixed without provision for an indefinite number, by a   
duly adopted amendment to the articles of incorporation or by an amendment to   
this bylaw duly adopted by the vote or written consent of holders of a          
majority of the outstanding shares entitled to vote; provided, however, that    
an amendment reducing the fixed number or the minimum number of directors to    
a number less than five (5) cannot be adopted if the votes cast against its     
adoption at a meeting, or the shares not consenting in the case of an action    
by written consent, are equal to more than sixteen and two-thirds percent       
(16-2/3%) of the outstanding shares entitled to vote thereon.  No amendment     
may change the stated maximum number of authorized directors to a number        
greater than two (2) times the stated minimum number of directors minus one     
(1).                                                                            

  No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.         

3.3  ELECTION AND TERM OF OFFICE OF DIRECTORS                         

The board of directors shall be divided into two classes, as nearly   
equal in number as possible.  The term of office of the first class shall       
expire at the 1997 annual meeting of shareholders or any special meeting in     
lieu thereof and the term of office of the second class shall expire at the     
1998 annual meeting of shareholders or any special meeting in lieu thereof.     
At each annual meeting of shareholders or special meeting in lieu thereof       
following such initial classification, directors elected to succeed those       
directors whose terms expire shall be elected for a term of office to expire    
at the second succeeding annual meeting of shareholders or special meeting in   
lieu thereof after their election and until their successors are duly elected   
and qualified.  The foregoing provisions shall become effective only when the   
corporation becomes a listed corporation within the meaning of Section 301.5    
of the California Corporations Code.                                            

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Directors need not be shareholders unless so required by the articles of        
incorporation or these bylaws, wherein other qualifications for directors may   
be prescribed.                                                                  

3.4  RESIGNATION AND VACANCIES                                        

Any director may resign effective on giving written notice to the     
chairman of the board, the president, the secretary or the board of             
directors, unless the notice specifies a later time for that resignation to     
become effective.  If the resignation of a director is effective at a future    
time, the board of directors may elect a successor to take office when the      
resignation becomes effective.                                                  

Vacancies in the board of directors may be filled by a majority of the
remaining directors, even if less than a quorum, or by a sole remaining         
director; however, a vacancy created by the removal of a director by the vote   
of the shareholders or by court order may be filled only by the affirmative     
vote of a majority of the shares represented and voting at a duly held          
meeting at which a quorum is present (which shares voting affirmatively also    
constitute a majority of the required quorum).  Each director so elected        
shall hold office for a term expiring at the annual meeting of shareholders     
at which the term of office of the class to which they have been elected        
expires, if applicable, and if no such classes shall have been established,     
at the next annual meeting of the shareholders and until a successor has been   
elected and qualified.                                                          

A vacancy or vacancies in the board of directors shall be deemed to   
exist (i) in the event of the death, resignation or removal of any director,    
(ii) if the board of directors by resolution declares vacant the office of a    
director who has been declared of unsound mind by an order of court or          
convicted of a felony, (iii) if the authorized number of directors is           
increased, or (iv) if the shareholders fail, at any meeting of shareholders     
at which any director or directors are elected, to elect the number of          
directors to be elected at that meeting.                                        

The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election     
other than to fill a vacancy created by                                         

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removal shall require the consent of the holders of a majority of the           
outstanding shares entitled to vote thereon.                                    

3.5  PLACE OF MEETINGS; MEETINGS BY TELEPHONE                           

Regular meetings of the board of directors may be held at any place     
within or outside the State of California that has been designated from time    
to time by resolution of the board.  In the absence of such a designation,      
regular meetings shall be held at the principal executive office of the         
corporation.  Special meetings of the board may be held at any place within     
or outside the State of California that has been designated in the notice of    
the meeting or, if not stated in the notice or if there is no notice, at the    
principal executive office of the corporation.                                  

Any meeting, regular or special, may be held by conference telephone or 
similar communication equipment, so long as all directors participating in      
the meeting can hear one another; and all such directors shall be deemed to     
be present in person at the meeting.                                            

3.6  REGULAR MEETINGS                                                   

Regular meetings of the board of directors may be held without notice if
the times of such meetings are fixed by the board of directors.                 

3.7  SPECIAL MEETINGS; NOTICE                                           

Special meetings of the board of directors for any purpose or purposes  
may be called at any time by the chairman of the board, the president, any      
vice president, the secretary or any two directors.                             

Notice of the time and place of special meetings shall be delivered     
personally or by telephone to each director or sent by first-class mail or      
telegram, charges prepaid, addressed to each director at that director's        
address as it is shown on the records of the corporation.  If the notice is     
mailed, it shall be deposited in the United States mail at least four (4)       
days before the time of the holding of the meeting.  If the notice is           
delivered personally or by telephone or telegram, it shall be delivered         
personally or by telephone or to the telegraph company at least forty-eight     
(48) hours before the time of the holding of the meeting.  Any oral notice      
given personally or by telephone may be communicated either to the director     
or to a person at the office of the director who the person giving the notice   
has reason to believe will promptly communicate it to the director.  The        
notice need not specify the purpose or the place of the meeting, if the         
meeting is to be held at the principal executive office of the corporation.     

3.8  QUORUM                                                             

A majority of the authorized number of directors shall constitute a     
quorum for the transaction of business, except to adjourn as provided in        
Section 3.10 of these bylaws.  Every act                                        

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or decision done or made by a majority of the directors present at a duly       
held meeting at which a quorum is present shall be regarded as the act of the   
board of directors, subject to the provisions of Section 310 of the Code (as    
to approval of contracts or transactions in which a director has a direct or    
indirect material financial interest), Section 311 of the Code (as to           
appointment of committees), Section 317(e) of the Code (as to indemnification   
of directors), the articles of incorporation, and other applicable law.         

 A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is    
approved by at least a majority of the required quorum for that meeting.        

3.9  WAIVER OF NOTICE                                                   

Notice of a meeting need not be given to any director (i) who signs a   
waiver of notice or a consent to holding the meeting or an approval of the      
minutes thereof, whether before or after the meeting, or (ii) who attends the   
meeting without protesting, prior thereto or at its commencement, the lack of   
notice to such director.  All such waivers, consents, and approvals shall be    
filed with the corporate records or made part of the minutes of the meeting.    
A waiver of notice need not specify the purpose of any regular or special       
meeting of the board of directors.                                              

3.10 ADJOURNMENT                                                        

A majority of the directors present, whether or not constituting a      
quorum, may adjourn any meeting to another time and place.                      

3.11 NOTICE OF ADJOURNMENT                                              

Notice of the time and place of holding an adjourned meeting need not be
given unless the meeting is adjourned for more than twenty-four (24) hours.     
If the meeting is adjourned for more than twenty-four (24) hours, then notice   
of the time and place of the adjourned meeting shall be given before the        
adjourned meeting takes place, in the manner specified in Section 3.7 of        
these bylaws, to the directors who were not present at the time of the          
adjournment.                                                                    

3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING                  

Any action required or permitted to be taken by the board of directors  
may be taken without a meeting, provided that all members of the board          
individually or collectively consent in writing to that action.  Such action    
by written consent shall have the same force and effect as a unanimous vote     
of the board of directors.  Such written consent and any counterparts thereof   
shall be filed with the minutes of the proceedings of the board.                

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3.13 FEES AND COMPENSATION OF DIRECTORS                                 

Directors and members of committees may receive such compensation, if   
any, for their services and such reimbursement of expenses as may be fixed or   
determined by resolution of the board of directors.  This Section 3.13 shall    
not be construed to preclude any director from serving the corporation in any   
other capacity as an officer, agent, employee or otherwise and receiving        
compensation for those services.                                                

3.14 APPROVAL OF LOANS TO OFFICERS*                                     

The corporation may, upon the approval of the board of directors alone, 
make loans of money or property to, or guarantee the obligations of, any        
officer of the corporation or its parent or subsidiary, whether or not a        
director, or adopt an employee benefit plan or plans authorizing such loans     
or guaranties provided that (i) the board of directors determines that such a   
loan or guaranty or plan may reasonably be expected to benefit the              
corporation, (ii) the corporation has outstanding shares held of record by      
100 or more persons (determined as provided in Section 605 of the Code) on      
the date of approval by the board of directors, and (iii) the approval of the   
board of directors is by a vote sufficient without counting the vote of any     
interested director or directors.                                               

ARTICLE IV            

COMMITTEES            

4.1  COMMITTEES OF DIRECTORS                                            

The board of directors may, by resolution adopted by a majority of the  
authorized number of directors, designate one (1) or more committees, each      
consisting of two or more directors, to serve at the pleasure of the board.     
The board may designate one (1) or more directors as alternate members of any   
committee, who may replace any absent member at any meeting of the committee.   
The appointment of members or alternate members of a committee requires the     
vote of a majority of the authorized number of directors.  Any committee, to    
the extent provided in the resolution of the board, shall have all the          
authority of the board, except with respect to:                                 

      (a)  the approval of any action which, under the Code, also requires
shareholders' approval or approval of the outstanding shares;                   

   (b)  the filling of vacancies on the board of directors or in any
committee;                                                                      

---------------------                                                           
*  This section is effective only if it has been approved by the shareholders   
in accordance with Sections 315(b) and 152 of the Code.                   

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     (c)  the fixing of compensation of the directors for serving on the
board or any committee;                                                         

     (d)  the amendment or repeal of these bylaws or the adoption of new
bylaws;                                                                         

(e)  the amendment or repeal of any resolution of the board of
directors which by its express terms is not so amendable or repealable;         

    (f)  a distribution to the shareholders of the corporation, except
at a rate or in a periodic amount or within a price range determined by the     
board of directors; or                                                          

(g)  the appointment of any other committees of the board of  
directors or the members of such committees.                                    

4.2  MEETINGS AND ACTION OF COMMITTEES                                  

Meetings and actions of committees shall be governed by, and held and   
taken in accordance with, the provisions of Article III of these bylaws,        
Section 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7    
(special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of     
notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment),      
and Section 3.12 (action without meeting), with such changes in the context     
of those bylaws as are necessary to substitute the committee and its members    
for the board of directors and its members; provided, however, that the time    
of regular meetings of committees may be determined either by resolution of     
the board of directors or by resolution of the committee, that special          
meetings of committees may also be called by resolution of the board of         
directors, and that notice of special meetings of committees shall also be      
given to all alternate members, who shall have the right to attend all          
meetings of the committee.  The board of directors may adopt rules for the      
government of any committee not inconsistent with the provisions of these       
bylaws.                                                                         

ARTICLE V       

OFFICERS        

5.1  OFFICERS                                                           

The officers of the corporation shall be a president, a secretary, and a
chief financial officer.  The corporation may also have, at the discretion of   
the board of directors, a chairman of the board, one or more vice presidents,   
one or more assistant secretaries, one or more assistant treasurers, and such   
other officers as may be appointed in accordance with the provisions of         
Section 5.3 of these bylaws.  Any number of offices may be held by the same     
person.                                                                         

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5.2  ELECTION OF OFFICERS                                               

 The officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Section 5.3 or Section 5.5 of these        
bylaws, shall be chosen by the board, subject to the rights, if any, of an      
officer under any contract of employment.  Any contract of employment with an   
officer shall be unenforceable unless in writing and specifically authorized    
by the board of directors.                                                      

5.3  SUBORDINATE OFFICERS                                               

The board of directors may appoint, or may empower the president to     
appoint, such other officers as the business of the corporation may require,    
each of whom shall hold office for such period, have such authority, and        
perform such duties as are provided in these bylaws or as the board of          
directors may from time to time determine.                                      

5.4  REMOVAL AND RESIGNATION OF OFFICERS                                

Subject to the rights, if any, of an officer under any contract of      
employment, any officer may be removed, either with or without cause, by the    
board of directors at any regular or special meeting of the board or, except    
in case of an officer chosen by the board of directors, by any officer upon     
whom such power of removal may be conferred by the board of directors.          

Any officer may resign at any time by giving written notice to the      
corporation.  Any resignation shall take effect at the date of the receipt of   
that notice or at any later time specified in that notice; and, unless          
otherwise specified in that notice, the acceptance of the resignation shall     
not be necessary to make it effective.  Any resignation is without prejudice    
to the rights, if any, of the corporation under any contract to which the       
officer is a party.                                                             

5.5  VACANCIES IN OFFICES                                               

A vacancy in any office because of death, resignation, removal,         
disqualification or any other cause shall be filled in the manner prescribed    
in these bylaws for regular appointments to that office.                        

5.6  CHAIRMAN OF THE BOARD                                              

The chairman of the board, if such an officer be elected, shall, if     
present, preside at meetings of the board of directors and exercise and         
perform such other powers and duties as may from time to time be assigned to    
him by the board of directors or as may be prescribed by these bylaws.  If      
there is no president, then the chairman of the board shall also be the chief   
executive officer of the corporation and shall have the powers and duties       
prescribed in Section 5.7 of these bylaws.                                      

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5.7  PRESIDENT                                                          

Subject to such supervisory powers, if any, as may be given by the board
of directors to the chairman of the board, if there be such an officer, the     
president shall be the chief executive officer of the corporation and shall,    
subject to the control of the board of directors, have general supervision,     
direction, and control of the business and the officers of the corporation.     
He shall preside at all meetings of the shareholders and, in the absence or     
nonexistence of a chairman of the board, at all meetings of the board of        
directors.  He shall have the general powers and duties of management usually   
vested in the office of president of a corporation, and shall have such other   
powers and duties as may be prescribed by the board of directors or these       
bylaws.                                                                         

5.8  VICE PRESIDENTS                                                    

In the absence or disability of the president, the vice presidents, if  
any, in order of their rank as fixed by the board of directors or, if not       
ranked, a vice president designated by the board of directors, shall perform    
all the duties of the president and when so acting shall have all the powers    
of, and be subject to all the restrictions upon, the president.  The vice       
presidents shall have such other powers and perform such other duties as from   
time to time may be prescribed for them respectively by the board of            
directors, these bylaws, the president or the chairman of the board.            

5.9  SECRETARY                                                          

The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may     
direct, a book of minutes of all meetings and actions of directors,             
committees of directors and shareholders.  The minutes shall show the time      
and place of each meeting, whether regular or special (and, if special, how     
authorized and the notice given), the names of those present at directors'      
meetings or committee meetings, the number of shares present or represented     
at shareholders' meetings, and the proceedings thereof.                         

 The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation or at the office of the corporation's transfer        
agent or registrar, as determined by resolution of the board of directors, a    
share register, or a duplicate share register, showing the names of all         
shareholders and their addresses, the number and classes of shares held by      
each, the number and date of certificates evidencing such shares, and the       
number and date of cancellation of every certificate surrendered for            
cancellation.                                                                   

 The secretary shall give, or cause to be given, notice of all meetings of
the shareholders and of the board of directors required to be given by law or   
by these bylaws.  He shall keep the seal of the corporation, if one be          
adopted, in safe custody and shall have such other powers and perform such      
other duties as may be prescribed by the board of directors or by these         
bylaws.                                                                         

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5.10 CHIEF FINANCIAL OFFICER                                            

The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the       
properties and business transactions of the corporation, including accounts     
of its assets, liabilities, receipts, disbursements, gains, losses, capital,    
retained earnings, and shares.  The books of account shall at all reasonable    
times be open to inspection by any director.                                    

The chief financial officer shall deposit all money and other valuables 
in the name and to the credit of the corporation with such depositories as      
may be designated by the board of directors.  He shall disburse the funds of    
the corporation as may be ordered by the board of directors, shall render to    
the president and directors, whenever they request it, an account of all of     
his transactions as chief financial officer and of the financial condition of   
the corporation, and shall have such other powers and perform such other        
duties as may be prescribed by the board of directors or these bylaws.          

ARTICLE VI    

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,  
AND OTHER AGENTS    

6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS                          

The corporation shall, to the maximum extent and in the manner permitted
by the Code, indemnify each of its directors and officers against expenses      
(as defined in Section 317(a) of the Code), judgments, fines, settlements,      
and other amounts actually and reasonably incurred in connection with any       
proceeding (as defined in Section 317(a) of the Code), arising by reason of     
the fact that such person is or was an agent of the corporation.  For           
purposes of this Article VI, a "director" or "officer" of the corporation       
includes any person (i) who is or was a director or officer of the              
corporation, (ii) who is or was serving at the request of the corporation as    
a director or officer of another corporation, partnership, joint venture,       
trust or other enterprise, or (iii) who was a director or officer of a          
corporation which was a predecessor corporation of the corporation or of        
another enterprise at the request of such predecessor corporation.              

6.2  INDEMNIFICATION OF OTHERS                                          

The corporation shall have the power, to the extent and in the manner   
permitted by the Code, to indemnify each of its employees and agents (other     
than directors and officers) against expenses (as defined in Section 317(a)     
of the Code), judgments, fines, settlements, and other amounts actually and     
reasonably incurred in connection with any proceeding (as defined in Section    
317(a) of the Code), arising by reason of the fact that such person is or was   
an agent of the corporation.  For purposes of this Article VI, an "employee"    
or "agent" of the corporation                                                   

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(other than a director or officer) includes any person (i) who is or was an     
employee or agent of the corporation, (ii) who is or was serving at the         
request of the corporation as an employee or agent of another corporation,      
partnership, joint venture, trust or other enterprise, or (iii) who was an      
employee or agent of a corporation which was a predecessor corporation of the   
corporation or of another enterprise at the request of such predecessor         
corporation.                                                                    

6.3  PAYMENT OF EXPENSES IN ADVANCE                                     

 Expenses incurred in defending any civil or criminal action or proceeding
for which indemnification is required pursuant to Section 6.1 or for which      
indemnification is permitted pursuant to Section 6.2 following authorization    
thereof by the board of directors shall be paid by the corporation in advance   
of the final disposition of such action or proceeding upon receipt of an        
undertaking by or on behalf of the indemnified party to repay such amount if    
it shall ultimately be determined that the indemnified party is not entitled    
to be indemnified as authorized in this Article VI.                             

6.4  INDEMNITY NOT EXCLUSIVE                                            

The indemnification provided by this Article VI shall not be deemed     
exclusive of any other rights to which those seeking indemnification may be     
entitled under any bylaw, agreement, vote of shareholders or disinterested      
directors or otherwise, both as to action in an official capacity and as to     
action in another capacity while holding such office, to the extent that such   
additional rights to indemnification are authorized in the articles of          
incorporation.                                                                  

6.5  INSURANCE INDEMNIFICATION                                          

The corporation shall have the power to purchase and maintain insurance 
on behalf of any person who is or was a director, officer, employee or agent    
of the corporation against any liability asserted against or incurred by such   
person in such capacity or arising out of such person's status as such,         
whether or not the corporation would have the power to indemnify him against    
such liability under the provisions of this Article VI.                         

6.6  CONFLICTS                                                          

 No indemnification or advance shall be made under this Article VI, except
where such indemnification or advance is mandated by law or the order,          
judgment or decree of any court of competent jurisdiction, in any               
circumstance where it appears:                                                  

     (1)  That it would be inconsistent with a provision of the articles
of incorporation, these bylaws, a resolution of the shareholders or an          
agreement in effect at the time of the accrual of the alleged cause of the      
action asserted in the proceeding in which the expenses were incurred or        
other amounts were paid, which prohibits or otherwise limits indemnification;   
or                                                                              

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 (2)  That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.                                   

 ARTICLE VII

RECORDS AND REPORTS 

7.1  MAINTENANCE AND INSPECTION OF SHARE REGISTER                       

 The corporation shall keep either at its principal executive office or at
the office of its transfer agent or registrar (if either be appointed), as      
determined by resolution of the board of directors, a record of its             
shareholders listing the names and addresses of all shareholders and the        
number and class of shares held by each shareholder.                            

A shareholder or shareholders of the corporation who holds at least five
percent (5%) in the aggregate of the outstanding voting shares of the           
corporation or who holds at least one percent (1%) of such voting shares and    
has filed a Schedule 14B with the Securities and Exchange Commission relating   
to the election of directors, may (i) inspect and copy the records of           
shareholders' names, addresses, and shareholdings during usual business hours   
on five (5) days' prior written demand on the corporation, (ii) obtain from     
the transfer agent of the corporation, on written demand and on the tender of   
such transfer agent's usual charges for such list, a list of the names and      
addresses of the shareholders who are entitled to vote for the election of      
directors, and their shareholdings, as of the most recent record date for       
which that list has been compiled or as of a date specified by the              
shareholder after the date of demand. Such list shall be made available to      
any such shareholder by the transfer agent on or before the later of five (5)   
days after the demand is received or five (5) days after the date specified     
in the demand as the date as of which the list is to be compiled.               

The record of shareholders shall also be open to inspection on the      
written demand of any shareholder or holder of a voting trust certificate, at   
any time during usual business hours, for a purpose reasonably related to the   
holder's interests as a shareholder or as the holder of a voting trust          
certificate.                                                                    

Any inspection and copying under this Section 7.1 may be made in person 
or by an agent or attorney of the shareholder or holder of a voting trust       
certificate making the demand.                                                  

7.2  MAINTENANCE AND INSPECTION OF BYLAWS                               

The corporation shall keep at its principal executive office or, if its 
principal executive office is not in the State of California, at its            
principal business office in California the original or a copy of these         
bylaws as amended to date, which bylaws shall be open to inspection by the      
shareholders at all reasonable times during office hours.  If the principal     
executive office of the                                                         

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corporation is outside the State of California and the corporation has no       
principal business office in such state, then the secretary shall, upon the     
written request of any shareholder, furnish to that shareholder a copy of       
these bylaws as amended to date.                                                

7.3  MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS              

The accounting books and records and the minutes of proceedings of the  
shareholders, of the board of directors, and of any committee or committees     
of the board of directors shall be kept at such place or places as are          
designated by the board of directors or, in absence of such designation, at     
the principal executive office of the corporation.  The minutes shall be kept   
in written form, and the accounting books and records shall be kept either in   
written form or in any other form capable of being converted into written       
form.                                                                           

The minutes and accounting books and records shall be open to inspection
upon the written demand of any shareholder or holder of a voting trust          
certificate, at any reasonable time during usual business hours, for a          
purpose reasonably related to the holder's interests as a shareholder or as     
the holder of a voting trust certificate.  The inspection may be made in        
person or by an agent or attorney and shall include the right to copy and       
make extracts.  Such rights of inspection shall extend to the records of each   
subsidiary corporation of the corporation.                                      

7.4  INSPECTION BY DIRECTORS                                            

Every director shall have the absolute right at any reasonable time to  
inspect all books, records, and documents of every kind as well as the          
physical properties of the corporation and each of its subsidiary               
corporations.  Such inspection by a director may be made in person or by an     
agent or attorney.  The right of inspection includes the right to copy and      
make extracts of documents.                                                     

7.5  ANNUAL REPORT TO SHAREHOLDERS; WAIVER                              

The board of directors shall cause an annual report to be sent to the   
shareholders not later than one hundred twenty (120) days after the close of    
the fiscal year adopted by the corporation.  Such report shall be sent at       
least fifteen (15) days (or, if sent by third-class mail, thirty-five (35)      
days) before the annual meeting of shareholders to be held during the next      
fiscal year and in the manner specified in Section 2.5 of these bylaws for      
giving notice to shareholders of the corporation.                               

The annual report shall contain (i) a balance sheet as of the end of the
fiscal year, (ii) an income statement, (iii) a statement of changes in          
financial position for the fiscal year, and (iv) any report of independent      
accountants or, if there is no such report, the certificate of an authorized    
officer of the corporation that the statements were prepared without audit      
from the books and records of the corporation.                                  

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The foregoing requirement of an annual report shall be waived so long as
the shares of the corporation are held by fewer than one hundred (100)          
holders of record.                                                              

7.6  FINANCIAL STATEMENTS                                               

If no annual report for the fiscal year has been sent to shareholders,  
then the corporation shall, upon the written request of any shareholder made    
more than one hundred twenty (120) days after the close of such fiscal year,    
deliver or mail to the person making the request, within thirty (30) days       
thereafter, a copy of a balance sheet as of the end of such fiscal year and     
an income statement and statement of changes in financial position for such     
fiscal year.                                                                    

If a shareholder or shareholders holding at least five percent (5%) of  
the outstanding shares of any class of stock of the corporation makes a         
written request to the corporation for an income statement of the corporation   
for the three-month, six-month or nine-month period of the then current         
fiscal year ended more than thirty (30) days before the date of the request,    
and for a balance sheet of the corporation as of the end of that period, then   
the chief financial officer shall cause that statement to be prepared, if not   
already prepared, and shall deliver personally or mail that statement or        
statements to the person making the request within thirty (30) days after the   
receipt of the request.  If the corporation has not sent to the shareholders    
its annual report for the last fiscal year, the statements referred to in the   
first paragraph of this Section 7.6 shall likewise be delivered or mailed to    
the shareholder or shareholders within thirty (30) days after the request.      

The quarterly income statements and balance sheets referred to in this  
section shall be accompanied by the report, if any, of any independent          
accountants engaged by the corporation or by the certificate of an authorized   
officer of the corporation that the financial statements were prepared          
without audit from the books and records of the corporation.                    

7.7  REPRESENTATION OF SHARES OF OTHER CORPORATIONS                     

The chairman of the board, the president, any vice president, the chief 
financial officer, the secretary or assistant secretary of this corporation,    
or any other person authorized by the board of directors or the president or    
a vice president, is authorized to vote, represent, and exercise on behalf of   
this corporation all rights incident to any and all shares of any other         
corporation or corporations standing in the name of this corporation.  The      
authority herein granted may be exercised either by such person directly or     
by any other person authorized to do so by proxy or power of attorney duly      
executed by such person having the authority.                                   

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ARTICLE VIII  

GENERAL MATTERS 

8.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING              

For purposes of determining the shareholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the         
shareholders entitled to exercise any rights in respect of any other lawful     
action (other than action by shareholders by written consent without a          
meeting), the board of directors may fix, in advance, a record date, which      
shall not be more than sixty (60) days before any such action.  In that case,   
only shareholders of record at the close of business on the date so fixed are   
entitled to receive the dividend, distribution or allotment of rights, or to    
exercise such rights, as the case may be, notwithstanding any transfer of any   
shares on the books of the corporation after the record date so fixed, except   
as otherwise provided in the Code.                                              

If the board of directors does not so fix a record date, then the record
date for determining shareholders for any such purpose shall be at the close    
of business on the day on which the board adopts the applicable resolution or   
the sixtieth (60th) day before the date of that action, whichever is later.     

8.2  CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS                          

From time to time, the board of directors shall determine by resolution 
which person or persons may sign or endorse all checks, drafts, other orders    
for payment of money, notes or other evidences of indebtedness that are         
issued in the name of or payable to the corporation, and only the persons so    
authorized shall sign or endorse those instruments.                             

8.3  CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED                  

 The board of directors, except as otherwise provided in these bylaws, may
authorize any officer or officers, or agent or agents, to enter into any        
contract or execute any instrument in the name of and on behalf of the          
corporation; such authority may be general or confined to specific instances.   
Unless so authorized or ratified by the board of directors or within the        
agency power of an officer, no officer, agent or employee shall have any        
power or authority to bind the corporation by any contract or engagement or     
to pledge its credit or to render it liable for any purpose or for any amount.  

8.4  CERTIFICATES FOR SHARES                                            

A certificate or certificates for shares of the corporation shall be    
issued to each shareholder when any of such shares are fully paid.  The board   
of directors may authorize the issuance of certificates for shares partly       
paid provided that these certificates shall state the total                     

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amount of the consideration to be paid for them and the amount actually paid.   
All certificates shall be signed in the name of the corporation by the          
chairman of the board or the vice chairman of the board or the president or a   
vice president and by the chief financial officer or an assistant treasurer     
or the secretary or an assistant secretary, certifying the number of shares     
and the class or series of shares owned by the shareholder.  Any or all of      
the signatures on the certificate may be facsimile.                             

In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed on a certificate ceases to be that          
officer, transfer agent or registrar before that certificate is issued, it      
may be issued by the corporation with the same effect as if that person were    
an officer, transfer agent or registrar at the date of issue.                   

8.5  LOST CERTIFICATES                                                  

Except as provided in this Section 8.5, no new certificates for shares  
shall be issued to replace a previously issued certificate unless the latter    
is surrendered to the corporation and canceled at the same time.  The board     
of directors may, in case any share certificate or certificate for any other    
security is lost, stolen or destroyed, authorize the issuance of replacement    
certificates on such terms and conditions as the board may require; the board   
may require indemnification of the corporation secured by a bond or other       
adequate security sufficient to protect the corporation against any claim       
that may be made against it, including any expense or liability, on account     
of the alleged loss, theft or destruction of the certificate or the issuance    
of the replacement certificate.                                                 

8.6  CONSTRUCTION; DEFINITIONS                                          

Unless the context requires otherwise, the general provisions, rules of 
construction, and definitions in the Code shall govern the construction of      
these bylaws.  Without limiting the generality of this provision, the           
singular number includes the plural, the plural number includes the singular,   
and the term "person" includes both a corporation and a natural person.         

ARTICLE IX  

AMENDMENTS  

9.1  AMENDMENT BY SHAREHOLDERS                                          

New bylaws may be adopted or these bylaws may be amended or repealed by 
the vote of holders of a majority of the outstanding shares entitled to vote;   
provided, however, that if the articles of incorporation of the corporation     
set forth the number of authorized directors of the corporation, then the       
authorized number of directors may be changed only by an amendment of the       
articles of incorporation.                                                      

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9.2  AMENDMENT BY DIRECTORS                                             

Subject to the rights of the shareholders as provided in Section 9.1 of 
these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing    
the authorized number of directors (except to fix the authorized number of      
directors pursuant to a bylaw providing for a variable number of directors),    
may be adopted, amended or repealed by the board of directors.                  

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    CERTIFICATE OF AMENDMENT OF BYLAWS

OF

    GENERAL SURGICAL INNOVATIONS, INC.

The undersigned, being the duly acting and appointed Secretary of     
General Surgical innovations, Inc., a California corporation, hereby            
certifies that the Bylaws of this corporation were amended by a resolution      
duly adopted by the Board of Directors at a meeting held on August 5, 1997,     
pursuant to which the second sentence of Article III, Section 3.2 was amended   
to read as follows:                                                             

    "The exact number of directors shall be seven (7) until changed,
within the limits specified above, by a bylaw amending this 
 Section 3.2, duly adopted by the board of directors or by the
shareholders."                                              

Dated: August 5, 1997                                                           

                                    /s/ Tae Hea Nahm
                                           -----------------------
                                Tae Hea Nahm
                             Secretary

Dates Referenced Herein

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		11/19/97							None on these Dates
Filed on:		11/14/97
For Period End:		9/30/97
		8/5/97		30
									List all Filings