EXHIBIT 23(B)

                                     BY-LAWS
                                       OF
                               CLIPPER FUND, INC.
                          As amended December 19, 2005


                                    ARTICLE I
                                     OFFICES

Section 1. PRINCIPAL OFFICES. 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
this state, and the corporation has one or more business offices in this state,
the board of directors shall fix and designate a principal business office in
the State of California.

Section 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


Section 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.

Section 2. SHAREHOLDER MEETING. A meeting of the shareholders shall be held as
required by the Investment Company Act of 1940. A meeting may also 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 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the board of
directors, 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. 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 4 and 5 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting, 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, the person or persons requesting the
meeting may give the notice. Nothing




contained in this paragraph of this Section 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.

Section 3. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not less than ten (10) 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 the general nature of the business to be transacted. The notice of
any meeting at which directors are to be elected shall include the name of any
nominee or nominees whom, at the time of the notice, management 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 Corporations Code of California, (ii) an
amendment of the articles of incorporation, pursuant to Section 902 of that
Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of
that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of that Code, or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, pursuant to Section 2007 of
that Code, the notice shall also state the general nature of that proposal.

Section 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting
of shareholders shall be given either personally or by first-class mail or
telegraphic or other written communication, charges prepaid, 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
first-class 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, all
future notices or reports shall be deemed to have been duly given without
further mailing if these 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 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 shall be executed by the secretary, assistant secretary,
or any transfer agent of the corporation giving the notice, and shall be filed
and maintained in the minute book of the Corporation.

Section 5. QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of shareholders shall
constitute a quorum for the




transaction of business. 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.

Section 6. ADJOURNED MEETING; NOTICE. Any shareholders' meeting, 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, but in the absence of a quorum, no other business may be transacted at
that meeting, except as provided in Section 6 of this Article II.

When any meeting of shareholders is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place are announced
at a meeting at which the adjournment is taken, unless a new record date for the
adjourned meeting is fixed, or unless the adjournment is for more than
forty-five (45) days from the date set for the original meeting, in which case
the board of directors shall set a new record date. 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 4 and 5 of this
Article II. At any adjourned meeting the corporation may transact any business
which might have been transacted at the original meeting.

Section 7. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section 11
of this Article II, subject to the provisions of Sections 702 to 704, inclusive,
of the Corporations Code of California (relating to voting shares held by a
fiduciary, in the name of a corporation, or in joint ownership). 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
before the voting has begun. On any matter other than elections of directors,
any shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or 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 that the shareholder is entitled to
vote. If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on any matter (other than the
election of directors) shall be the act of the shareholders, unless the vote of
a greater number or voting by classes is required by California General
Corporation law or by the articles of incorporation.

At a shareholders' meeting at which directors are to be elected, no shareholder
shall be entitled to cumulate votes (i.e., cast for any one or more candidates a
number of votes greater than the number of the shareholder's shares) unless the
candidates' names have been placed in nomination prior to commencement of the
voting and a shareholder has given notice prior to commencement of the voting of
the shareholder's intention to cumulate votes. If any shareholder has given such
a notice, then every shareholder entitled to vote may cumulate votes for
candidates in nomination and give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of votes to which
that shareholder's shares are entitled, or distribute the shareholder's votes on
the same principle among any or all of the




candidates, as the shareholder thinks fit. The candidates receiving the highest
number of votes, up to the number of directors to be elected, shall be elected.

Section 8. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions
of any meeting of shareholders however called and noticed, and wherever held,
shall be as valid as though had 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 a
holding of the meeting, or an approval of the minutes. The waiver of notice or
consent need not specify either the business to be transacted or the purpose of
any meeting of 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 4 of this Article II, the waiver of notice or consent shall state the
general nature of the proposal. All such waivers, consent or 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
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, and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters not included in the notice of the
meeting if that objection is expressly made at the meeting.

Section 9. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
which may be taken at any meeting of shareholders may be taken without a meeting
and without prior notice, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take that action
at a meeting at which all shares entitled to vote on that action were present
and voted. In the case of election of directors, such a consent shall be
effective only if signed by the holders of all outstanding shares entitled to
vote for the election of directors; provided, however, that a director may be
elected at any time to fill a vacancy on the board of directors that has not
been filled by the directors, by the written consent of the holders of a
majority of the outstanding shares entitled to vote for the election of
directors. All such consents shall be filed with the secretary of the
corporation and shall be maintained in the corporate records. Any shareholder
giving a written consent, or the shareholder's proxy holders, or a transferee of
the shares of a personal representative of the shareholder or their respective
proxy holders, may revoke the consent by a writing received by the secretary of
the corporation before written consents of the number of shares required to
authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in
writing, and if the unanimous written consent of all such shareholders shall not
have been received, the secretary shall give prompt notice of the corporate
action approved by the shareholders without a meeting. This notice shall be
given in the manner specified in Section 5 of this Article II. In the case of
approval of (i) contracts or transactions in which a director has a direct or
indirect financial interest, pursuant to Section 310 of the Corporations Code of
California, (ii) indemnification of agents of the corporation, pursuant to
Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to
Section 1201 of that Code, or (iv) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares, pursuant to Section
2007 of that




Code, the notice shall be given at least ten (10) days before the consummation
of any action authorized by that approval.

Section 10. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS. For
purposes of determining the shareholders entitled to notice of any meeting or to
vote or entitled to give consent to corporate action without a meeting, 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 nor more than sixty (60) days before any such action without a meeting,
and in this event only shareholders of record on the date so fixed are entitled
to notice and to vote or to give consents, as the case may be, notwithstanding
any transfer of any shares on the books of the corporation after the record
date, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date:

(a) 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.

(b) The record date for determining shareholders entitled to give consent to
corporate action in writing without a meeting, (i) when no prior action by the
board has been taken, shall be the day on which the first written consent is
given, or (ii) when prior action of the board has been taken, shall be at the
close of business on the day on which the board adopts the resolution relating
to that action, or the sixtieth (60th) day before the date of such other action,
whichever is later.

Section 11. 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 irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered to the
corporation stating that the proxy is revoked, or by a subsequent proxy executed
by, or attendance at the meeting and voting in person by, the person executing
the proxy; 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 expiration
of eleven (11) months from the date of the proxy, unless otherwise provided in
the proxy. 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 Corporations Code of California.

Section 12. INSPECTORS OF ELECTION. Before any meeting of shareholders, the
board of directors may appoint any persons other than nominees for office to act
as inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the chairman of the meeting may, and on the request
of any shareholder or a shareholder's proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall be either one (1) or
three




(3). If inspectors are appointed at a meeting on the request of one or more
shareholders or proxies, 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, 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.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power of each, the
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.


                                   Article III
                                    DIRECTORS


Section 1 POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the articles of incorporation and these
by-laws relating to action 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.

Section 2. NUMBER OF DIRECTORS. The authorized number of directors shall be no
more than five (5) and no less than three (3), with the exact number to be fixed
within these limits by the Board of Directors, subject to change by the
shareholders.

Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Each director, including a
director elected to fill a vacancy, shall hold office until a successor has been
elected and qualified.




Section 4. VACANCIES. Vacancies in the board of directors may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, except that a vacancy created by the removal of a director
by the vote or written consent of the shareholders or by court order may be
filled only by the vote of a majority of the shares entitled to vote represented
at a duly held meeting at which a quorum is present, or by the written consent
of holders of a majority of the outstanding shares entitled to vote. Each
director so elected shall hold office until a successor has been elected and
qualified.

A vacancy or vacancies in the board of directors shall be deemed to exist in the
event of the death, resignation, or removal of any director, or 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, or if
the authorized number of directors is increased or 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 voted for 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 by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.

Any director other than a director who is an "interested person" as defined in
the Investment Company Act of 1940 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.

A director who is an "interested person" as defined in the Investment Company
Act of 1940 by virtue of an affiliation with the investment adviser of the
corporation shall resign as a director of the corporation upon the termination
of his employment relationship with the investment adviser. The board of
directors may, at its option, decline to accept the resignation of a director
who tenders his resignation under these circumstances.

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

Section 5. PLACE OF MEETINGS AND 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
shall 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
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.




Section 6. REGULAR MEETINGS. Regular meetings of the board of directors shall be
held without call at such time as shall from time to time be fixed by the board
of directors. Such regular meetings may be held without notice.

Section 7. SPECIAL MEETINGS. Special meetings of the board of directors for any
purpose or purposes may be called at any time by the chairman of the board or
the president or any vice president or 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 the director's address as it is
shown on the records of the corporation. In case 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. In case 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 of the meeting nor
the place if the meeting is to be held at the principal executive office of the
corporation.

Section 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 11 of this Article III. Every act or decision done or made
by a majority of the directors present at a meeting duly held 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 Corporations Code of California (as to
approval of contracts or transactions in which a director has a direct or
indirect material financial interest), Section 311 of that Code (as to
appointment of committees), and Section 317(e) of that Code (as to
indemnification of directors). 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.

Section 9. CERTAIN INVESTMENT DECISIONS. In any case where an officer or
director of the corporation or of any investment adviser of the corporation, or
a member of any committee of the corporation, is also an officer or director of
another corporation and the purchase or sale of the securities issued by such
other corporation is under consideration, the officer, director or committee
member concerned will abstain from participating in any decision made on behalf
of the corporation to purchase or sell any securities issued by such other
corporation.

Section 10. WAIVER OF NOTICE. The transactions of any meeting of the board of
directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, a consent to holding the meeting or an
approval of the minutes. The waiver of notice or consent need not specify the
purpose of the meeting. All such waivers, consents, and approvals shall be filed
with the corporate records or made a part of the minutes of the meeting. Notice
of a meeting shall also be deemed given to any director who attends the meeting
without protesting, before or at its commencement, the lack of notice to that
director.




Section 11. ADJOURNMENT. A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.

Section 12. 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 hours, in which case notice of the time and place shall be
given before the time of the adjourned meeting, in the manner specified in
Section 8 of this Article III, to the directors who were not present at the time
of the adjournment.

Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken
by the board of directors may be taken without a meeting, if all members of the
board shall 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 or consents shall be filed
with the minutes of the proceedings of the board.

Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees other than directors who are officers, directors or employees of the
investment advisers of the corporation 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 14 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.


                                   ARTICLE IV
                                   COMMITTEES


Section 1. COMMITTEES OF DIRECTORS. The board of directors may, by resolution
adopted by a majority of the authorized number of directors, designate one or
more committees, each consisting of two or more directors, to serve at the
pleasure of the board. The board may designate one or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of the committee. 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 General Corporation Law of
California, also requires shareholders' approval or approval of the outstanding
shares;

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

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

(d) the amendment or repeal of by-laws or the adoption of new by-laws;

(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 these committees.

Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees
shall be governed by, and held and taken in accordance with, the provisions of
Article III of these by-laws, Sections 5 (place of meetings), 7 (regular
meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice),
11 (adjournment), 12 (notice of adjournment), and 13 (action without meeting),
with such changes in the context of those by-laws as are necessary to substitute
the committee and its members for the board of directors and its members, except
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; special
meetings of committees may also be called by resolution of the board of
directors; and 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 by-laws.


                                    Article V
                                    OFFICERS


Section 1. OFFICERS; CHAIRMAN OF THE BOARD. 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, 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 3 of this Article V. Any number of offices may be held by
the same person. The directors shall also, from time to time, elect a Chairman
of the Board. The position of Chairman of the Board shall not be an office of
the corporation; however, an officer of the corporation may serve as Chairman of
the Board provided that the Trust does not rely on any rules under the
Investment Company Act of 1940 which require such Chairman to be a director who
is not an "interested person" of the corporation as defined in the Investment
Company Act. The Chairman of the Board shall serve in such capacity for such
time and with such authority as the directors may, in their discretion, so
designate or as provided for in these by-laws.

Section 2. ELECTION OF OFFICERS. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article V, shall be chosen by the board of directors, and each
shall serve at the pleasure of the board, subject to all rights, if any, of an
officer under any contract of employment.

Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and 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 the laws or as the
board of directors may from time to time determine.




Section 3. 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.

Section 4. 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 by-laws for regular appointments to that office.

Section 5. CHAIRMAN OF THE BOARD. The chairman of the board shall, if present,
preside at meetings of the board of directors and exercise and perform such
other powers and duties as may be from time to time assigned to him by the board
of directors or prescribed by the by-laws.

Section 6. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the board of directors to the chairman of the board, 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 (if a director of the corporation) in the
absence of the 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 by-laws. He shall serve
as the corporation's "principal executive officer" for purposes of the
Sarbanes-Oxley Act of 2002.

Section 7. 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 or the by-laws, and the president, or the chairman of the
board.

Section 8. SECRETARY. The secretary shall keep or cause to be kept, at the
principal executive office 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, with the time and place of holding, whether
regular or special, and, if special, how authorized, 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.




The secretary shall keep, or cause to be kept, at the principal executive office
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 issued
for the same, 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 by the by-laws or by law to
be given, and 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 the by-laws.

Section 9. CHIEF FINANCIAL OFFICER. The chief financial officer shall have
custody of the corporate funds and securities and 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 moneys and other valuables in the
name and to the credit of the corporation with such depositaries 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 other powers and perform such other duties as may be
prescribed by the board of directors or the by-laws.


                                   ARTICLE VI
                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                           EMPLOYEES, AND OTHER AGENTS


Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purposes of this Article,
"agent" means any person who is or was a director, officer, employee, or other
agent of this corporation, or is or was serving at the request of this
corporation as a director, officer, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
was a director, officer, employee, or agent of a foreign or domestic corporation
which was a predecessor corporation; "proceeding" means any threatened, pending
or completed action or proceeding, whether civil, criminal, administrative, or
investigative, and "expenses" includes, without limitation, attorneys' fees and
any expenses of establishing a right to indemnification under Section 4 or
Section 5(c) of this Article.

Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This corporation shall
indemnify any person who was or is a party, or is threatened to be made a party,
to any proceeding (other than an action by or in the right of this corporation)
by reason of the fact that such person is or was an agent of this corporation,
against expenses, judgments, fines,




settlements and other amounts actually and reasonably incurred in connection
with such proceeding if that person acted in good faith and in a manner that
person reasonably believed to be in the best interests of this corporation and,
in the case of a criminal proceeding, had no reasonable cause to believe the
conduct of that person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in the best interests of this corporation or that the person had reasonable
cause to believe the person's conduct was unlawful.

Section 3. ACTIONS BY THE CORPORATION. This corporation shall indemnify any
person who was or is a party, or is threatened to be made a party pending or
completed action by or in the right of this corporation to procure a judgment in
its favor by reason of the fact that that person is or was an agent of this
corporation, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner that person believed to be in the best interests of this
corporation and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances. No
indemnification shall be made under this Section 3.

(a) In respect of any claim, issue or matter as to which that person shall have
been adjudged to be liable to this corporation in the performance of that
person's duty to this corporation, unless and only to the extent that the court
in which that action was brought shall determine upon application that, in view
of all the circumstances of that case, that person is fairly and reasonably
entitled to indemnity for the expenses which the court shall determine;

(b) Of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval; or

(c) Of expenses incurred in defending a threatened or pending action which is
settled or otherwise disposed of without court approval.

Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this
corporation has been successful on the merits in defense of any proceeding
referred to in Sections 2 or 3 of this Article, or in defense of any claim,
issue, or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection therewith.

Section 5. REQUIRED APPROVAL. Except as provided in Section 4 of this Article,
any indemnification under this Article shall be made by this corporation only if
authorized in the specific case on a determination that indemnification of the
agent is proper in the circumstances because the agent has met the applicable
standard of conduct set forth in Sections 2 or 3 of this Article, by:

(a) A majority vote of a quorum consisting of directors who are not parties to
the proceeding;

(b) Approval by the affirmative vote of a majority of the shares of this
corporation entitled to vote represented at a duly held meeting at which a
quorum is present or by the written consent of holders of a majority of the
outstanding shares entitled to vote. For this purpose, the shares




owned by the person to be indemnified shall not be considered outstanding or
entitled to vote thereon; or

(c) The court in which the proceeding is or was pending, on application made by
this corporation or the agent or the attorney or other person rendering services
in connection with the defense, whether or not such application by the agent,
attorney, or other person is opposed by this corporation.

(d) ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be
advanced by this corporation before the final disposition of the proceeding on
receipt of an undertaking by or on behalf of the agent to repay the amount of
the advance unless it shall be determined ultimately that the agent is entitled
to be indemnified as authorized in this Article.

Section 6. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article shall
affect any right to indemnification to which persons other than directors and
officers of this corporation or any subsidiary hereof may be entitled by
contract or otherwise.

Section 7. LIMITATIONS. No indemnification or advance shall be made under this
Article, except as provided in Section 4 or Section 5(c), in any circumstance
where it appears:

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

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

Section 8. INSURANCE. Upon and in the event of a determination by the board of
directors of this corporation to purchase such insurance, this corporation shall
purchase and maintain insurance on behalf of any agent of the corporation
against any liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such whether or not this corporation
would have the power to indemnify the agent against that liability under the
provisions of this section.

Section 9. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article does not
apply to any proceeding against any trustee, investment manager, or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of the corporation as defined in Section
1 of this Article. Nothing contained in this Article shall limit any right to
indemnification to which such a trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise, which shall be enforceable to the
extent permitted by applicable law other than this Article.


                                   ARTICLE VII
                               RECORDS AND REPORTS




Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall
keep at its principal executive office, or at the office of its transfer agent
or registrar, if either be appointed and as determined by resolution of the
board of directors, a record of its shareholders, giving 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 holding at least five percent
(5%) in the aggregate of the outstanding voting shares of the corporation may
(i) inspect and copy the records of shareholders' names and addresses and
shareholdings during usual business hours on five days prior written demand on
the corporation, and (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 shareholders' names and addresses, 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. This list shall be made available to
any such shareholder by transfer agent on or before the later of five (5) days
after the demand is received or 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 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.

Section 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 this state, the
original or a copy of the by-laws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during office hours. If
the principal executive office of the corporation is outside the State of
California and the corporation has no principal business office in this state,
the Secretary shall, upon the written request of any shareholder, furnish to
that shareholder a copy of the by-laws as amended to date.

Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting
books and records and minutes of proceedings of the shareholders and the board
of directors and any committee or committees of the board of directors shall be
kept at such place or places designated by the board of directors, or, in the
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. These rights of inspection shall extend to the records
of each subsidiary corporation of the corporation.




Section 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 and the physical properties of the corporation and each of its subsidiary
corporations. This inspection by a director may be made in person or by an agent
or attorney and the right of inspection includes the right to copy and make
extracts of documents.

Section 5. ANNUAL REPORT TO SHAREHOLDERS. The board of directors shall cause an
annual report to be sent to the shareholders not later than one hundred twenty
days (120) after the close of the fiscal year adopted by the corporation. The
annual report shall contain a balance sheet as of the end of the fiscal year and
an income statement and statement of changes in financial position for the
fiscal year, accompanied by 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.

Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement and
any income statement of the corporation for each quarterly period of each fiscal
year, and any accompanying balance sheet of the corporation as of the end of
each such period, that has been prepared by the corporation shall be kept on
file in the principal executive office of the corporation for twelve (12) months
and each such statement shall be exhibited at all reasonable times to any
shareholder demanding an examination of any such statement or a copy shall be
mailed to any such shareholder.

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 a balance
sheet of the corporation as of the end of that period, 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, this report shall likewise be delivered or mailed to the
shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to
the shareholder a copy of the last annual, semi-annual, or quarterly income
statement which it has prepared, and a balance sheet as of the end of that
period.

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 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.

Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation shall,
during the period commencing on December 1 and ending on November 30 in each
year, file with the Secretary of State of the State of California, on the
prescribed form, a statement setting forth the names and complete business or
residence addresses of all incumbent directors, the number of vacancies on the
board, if any, the names and complete business or residence




addresses of the chief executive officer, secretary, and chief financial
officer, the street address of its principal executive office or principal
business office in this state, and the general type of business constituting the
principal business activity of the corporation, together with a designation of
the agent of the corporation for the purpose of service of process, all in
compliance with Section 1502 of the Corporations Code of California.


                                  ARTICLE VIII
                            GENERAL CORPORATE MATTERS


Section 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 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, and in that case only shareholders of record on the date so fixed are
entitled to receive the dividend, distribution, or allotment of rights or to
exercise the 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 California General Corporation Law.

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

Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts, or
other orders for payment of money, notes, or other evidences of indebtedness,
issued in the name of or payable to the corporation, shall be signed or endorsed
by such person or persons and in such manner as from time to time, shall be
determined by resolution of the board of directors.

Section 3. CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED. The board of
directors, except as otherwise provided in these by-laws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation, and this authority
may be general or confined to specific instances; and, 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.

Section 4. CERTIFICATES FOR SHARES. Each holder of shares of the capital stock
of the corporation shall be entitled to have a certificate issued when any of
these shares are fully paid, and the board of directors may authorize the
issuance of certificates and/or shares as partly paid provided that these
certificates shall state the amount of the consideration to be paid for them and
the amount paid. All certificates shall be signed in the name of the corporation
by the chairman




of the board or vice chairman of the board or the president or vice president
and by the chief financial officer or an assistant treasurer or the secretary or
any 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
shall have ceased 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.

Section 5. TRANSFER OF SHARES. The shares of any class of stock of the
corporation shall be transferable on the books of the corporation by the holder
thereof in person or by a duly authorized attorney, upon surrender for
cancellation of a certificate or certificates for a like number of shares, with
a duly executed assignment and power of transfer endorsed thereon or attached
thereto, or, if no certificate has been issued to the holder in respect of
shares of stock of the corporation, upon receipt of written instructions, signed
by such holder, to transfer such shares from the account maintained in the name
of such holder by the corporation or its agent. Such proof of the authenticity
of the signatures as the corporation or its agent may reasonably require shall
be provided.

Section 6. LOST CERTIFICATES. Except as provided in this Section 5, no new
certificates for shares shall be issued to replace an old certificate unless the
latter is surrendered to the corporation and cancelled 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 a
replacement certificate on such terms and conditions as the board may require,
including provision for 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.

Section 7. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the
board, the president, or any vice president, or any other person authorized by
resolution of the board of directors or by any of the foregoing designated
officers, is authorized to vote on behalf of the corporation any and all shares
of any other corporation or corporations, foreign or domestic, standing in the
name of the corporation. The authority granted to these officers to vote or
represent on behalf of the corporation any and all shares held by the
corporation in any other corporation or corporations may be exercised by any of
these officers in person or by any person authorized to do so by a proxy duly
executed by these officers.

Section 8. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise,
the general provisions, rules of construction, and definitions in the California
General Corporation Law shall govern the construction of these by-laws. 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


Section 1. AMENDMENT BY SHAREHOLDERS. New by-laws may be adopted or these
by-laws may be amended or repealed by the vote or written consent 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, the authorized number of directors may
be changed only by an amendment of the articles of incorporation.

Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as
provided in Section 1 of this Article IX, by-laws, other than a by-law or an
amendment of a by-law changing the authorized number of directors, may be
adopted, amended, or repealed by the board of directors.