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EXHIBIT 3.3
CERTIFICATE OF SECRETARY
OF
MEADE INSTRUMENTS CORP.,
A DELAWARE CORPORATION
The undersigned, Steven G. Murdock, does hereby certify that he is the
Secretary of Meade Instruments Corp., a Delaware corporation (the "Company"),
and that attached hereto as Exhibit A is a true, complete and correct copy of
the amendment to Article III, Section 3.02(a), of the Amended and Restated
Bylaws of the Company, adopted effective as of March 1, 2000.
IN WITNESS WHEREOF, the undersigned has signed his name to this certificate
this 1st day of March, 2000.
/s/ Steven G. Murdock
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Steven G. Murdock
Secretary
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EXHIBIT A
AMENDMENT TO ARTICLE III, SECTION 3.02(a), OF
THE AMENDED AND RESTATED BYLAWS OF
MEADE INSTRUMENTS CORP.,
A DELAWARE CORPORATION
The second sentence of Article III, Section 3.02(a), of the Amended and
Restated Bylaws is hereby amended to read in its entirety as follows:
"The exact number of directors shall be six (6) until changed, within
the limits specified above, by resolution, duly approved by the Board
of Directors."
