Attached files

Exhibit 3.2
By-Laws of
CARDIGANT MEDICAL INC.
(a Delaware Corporation)

ARTICLE I

OFFICES
Section 1.01 Offices. The Corporation shall have its registered office in the
State of Delaware, and may have such other offices and places of business
within or without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

ARTICLE II
STOCKHOLDERS
Section 2.01 Place of Meetings. Meetings of stockholders for any purpose
may be held at such place or places, either within or without the State
of Delaware, as shall be designated by the Board of Directors, or by the
President with respect to meetings called by him.

Section 2.02 Annual Meeting. The annual meeting of stockholders shall be
held on such date as may be determined by the Board of Directors. At such
meeting, the stockholders shall elect a Board of Directors and transact
such other business as may properly come before the meeting.

Section 2.03 Special Meetings. Special meetings of stockholders may be called
at any time by the Board of Directors or by the President, and shall be called
by the President or Secretary at the written request of stockholders owning a
majority of the shares of the Corporation then outstanding and entitled to
vote.

Section 2.04 Notice of Meetings. Written notice of the annual meeting or any
special meeting of stock shall be given to each stockholder entitled to vote
thereat, not less than ten nor more than sixty days prior to the meeting,
except as otherwise required by statute, and shall state the time and place
and, in the case of a special meeting, the purpose or purposes of the meeting.
Notice need not be given, however, to any stockholder who submits a signed
waiver of notice, before or after the meeting, or who attends the meeting
in person or by proxy without objecting to the transaction of business.

Section 2.05 Quorum. At all meetings of stockholders, the holders of a
majority of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business, except as otherwise provided by statute, the
Certificate of Incorporation or these By-Laws. When a quorum is once present
to organize a meeting, it is not broken by the subsequent withdrawal of any
stockholder.

Section 2.06 Voting. (a) At all meetings of stockholders, each stockholder
having the right to vote thereat may vote in person or by proxy, and, unless
otherwise provided in the Certificate of Incorporation or in any resolution
providing for the issuance of any class or series of stock adopted by the
Board of Directors pursuant to authority vested in the Board by the
Certificate of Incorporation, shall have one vote for each share of stock
registered in his name. Election of directors shall be by written ballot.
(b) When a quorum is once present at any meeting of stockholders, a majority
of the votes cast, whether in person or represented by proxy, shall decide
any question or proposed action brought before such meeting, except for the
election of directors, who shall be elected by a plurality of the votes cast,
or unless the question or action is one upon which a different vote is required
by express provision of statute, the Certificate of Incorporation or these
By-Laws or an agreement among stockholders, in which case such provision
shall govern the vote on the decision of such question or action.

Section 2.07 Adjourned Meetings. Any meeting of stockholders may be adjourned
to a designated time and place by a vote of a majority in interest of the
stockholders present in person or by proxy and entitled to vote, even though
less than a quorum is present, or by the President if a quorum of stockholders
is not present. No notice of such adjourned meeting need be given, other than
by announcement at the meeting at which adjournment is taken, and any business
may be transacted at the adjourned meeting which might have been transacted at
the meeting as originally called. However, if such adjournment is for more than
thirty days, or if after such adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at such meeting.

Section 2.08 Action by Written Consent of Stockholders. Any action of the
stockholders required or permitted to be taken at any regular or special
meeting thereof may be taken without any such meeting, notice of meeting
or vote if a consent in writing setting forth the action thereby taken is
signed by the holders of outstanding stock having not less than the number
of votes that would have been necessary to authorize such action at a meeting
at which all shares entitled to vote were present and voted. Prompt notice of
the taking of any such action shall be given to any stockholders entitled to
vote who have not so consented in writing.

Section 2.09 Stockholders of Record. (a) The stockholders from time to time
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to any corporate action without
a meeting, or entitled to receive payment of any dividend or other distribution
or the allotment of any rights, or entitled to exercise any rights in respect
of any change, conversion or exchange of stock or for the purpose of any other
lawful action, shall be the stockholders of record as of the close of business
on a date fixed by the Board of Directors as the record date for any such
purpose. Such a record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors,
and shall not, with respect to stockholder meetings, be more than sixty
days nor less than ten days before the date of such meeting, or, with
respect to stockholder consents, more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors.
(b) If the Board of Directors does not fix a record date, (i) the record date
for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall be as of the close of business on the day next
preceding the day on which notice of such meeting is given, or, if notice is
waived as provided herein, on the day next preceding the day on which the
meeting is held; (ii) the record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, where
no prior action by the Board of Directors is necessary, shall be the close
of business on the day on which the first signed written consent setting
forth the action taken or proposed to be taken is delivered to the
Corporation; and (iii) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on
which the resolution of the Board of Directors relating thereto is adopted.

ARTICLE III
DIRECTORS
Section 3.01 Board of Directors. The management of the affairs, property and
business of the Corporation shall be vested in a Board of Directors, the
members of which need not be stockholders. In addition to the power and
authority expressly conferred upon it by these By-Laws and the Certificate
of Incorporation, the Board of Directors may take any action and do all such
lawful acts and things on behalf of the Corporation and as are not by statute
or by the Certificate of Incorporation or these By-Laws required to be taken
or done by the stockholders.

Section 3.02 Number. The number of directors shall be as fixed from time to
time by the Board of Directors.

Section 3.03 Election and Term of Directors. At each annual meeting of the
stockholders, the stockholders shall elect directors to hold office until the
next annual meeting. Each director shall hold office until the expiration of
such term and until his successor, if any, has been elected and qualified, or
until his earlier resignation or removal.

Section 3.04 Annual and Regular Meetings. The annual meeting of the Board of
Directors shall be held promptly after the annual meeting of stockholders, and
regular meetings of the Board of Directors may be held at such times as the
Board of Directors may from time to time determine. No notice shall be required
for the annual or any regular meeting of the Board of Directors.

Section 3.05 Special Meetings. Special meetings of the Board of Directors
may be called by the President, by an officer of the corporation who is also
a director or by any two directors, upon one day's notice to each director
either personally or by mail, telephone, telecopier or telegraph, and if by
telephone, telecopier or telegraph confirmed in writing before or after the
meeting, setting forth the time and place of such meeting. Notice of any
special meeting need not be given, however, to any director who submits a
signed waiver of notice, before or after the meeting, or who attends the
meeting without objecting to the transaction of business.

Section 3.06 Place of Meetings. (a) The Board of Directors may hold its
meetings, regular or special, at such places, either within or without the
State of Delaware, as it may from time to time determine or as shall be set
forth in any notice of such meeting.
(b) Any meeting of the Board of Directors may be held by means of conference
telephone or similar communications equipment whereby all persons participating
in the meeting can hear each other, and such participation shall constitute
presence at the meeting.

Section 3.07 Adjourned Meetings. A majority of the directors present, whether
or not a quorum, may adjourn any meeting of the Board of Directors to another
time and place. Notice of such adjourned meeting need not be given if the time
and place thereof are announced at the meeting at which the adjournment is
taken.

Section 3.08 Quorum of Directors. A majority of the total number of directors
shall constitute a quorum for the transaction of business. The total number
of directors means the number of directors the Corporation would have if
there were no vacancies.

Section 3.09 Action of the Board of Directors. The vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors, unless the question or action is one upon which a
different vote is required by express provision of statute, the Certificate
of Incorporation or these By-Laws, in which case such provision shall govern
the vote on the decision of such question or action. Each director present
shall have one vote.

Section 3.10 Action by Written Consent of Directors. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written consent
thereto is signed by all members of the Board of Directors or of such
committee, and such written consent is filed with the minutes of
proceedings of the Board of Directors or committee.

Section 3.11 Resignation. A director may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary
of the Corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt by the Board of Directors or
such officer, and acceptance of the resignation shall not be necessary.

Section 3.12 Removal of Directors. Any or all of the directors may be
removed with or without cause by the stockholders.

Section 3.13 Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors or
vacancies occurring in the Board of Directors for any reason except the
removal of directors without cause may be filled by a vote of the majority
of the directors then in office, although less than a quorum. Vacancies
occurring by reason of the removal of directors without cause shall be
filled by a vote of the stockholders. A director elected to fill a newly
created directorship or to fill any vacancy shall hold office until the
next annual meeting of stockholders, and until his successor, if any, has
been elected and qualified.

Section 3.14 Chairman. At all meetings of the Board of Directors the
Chairman of the Board or, if one has not been elected or appointed or
in his absence, a chairman chosen by the directors present at such meeting,
shall preside.

Section 3.15 Committees Appointed by the Board of Directors. The Board of
Directors may, by resolution passed by a majority of the entire Board of
Directors or by written consent of all of the directors, designate one or
more committees, each committee to consist of one or more of the directors. The
Board may also designate one or more directors as alternate members of any
committee who may replace any absent or disqualified committee member at any
committee meeting. Any such committee, to the extent provided in the
resolution, except as restricted by law, shall have and may exercise the powers
of the Board of Directors in the management of the affairs, business and
property of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it.

Section 3.16 Compensation. Compensation may be paid to non-employee directors
for their services, and the Board of Directors may authorize payment of an
annual retainer and/or fixed sum and expenses for attendance for all directors
at each annual, regular or special meeting of the Board of Directors. Any
compensation should be equal for all non-employee directors and can include
cash, warrants or combination thereof. Additional compensation can be granted
to any non-employee director serving on a committee. Nothing herein contained
shall be construed to preclude any director from serving the corporation in
any other capacity and receiving compensation therefore.

ARTICLE IV
OFFICERS
Section 4.01 Offices, Election and Term. (a) At its annual meeting the Board
of Directors shall elect or appoint a President and a Secretary and may, in
addition, elect or appoint at any time such other officers as it may
determine. Any number of offices may be held by the same person.
(b) Unless otherwise specified by the Board of Directors, each officer shall
be elected or appointed to hold office until the annual meeting of the Board
of Directors next following his election or appointment and until his
successor, if any, has been elected or appointed and qualified, or until his
earlier resignation or removal.
(c) Any officer may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt
thereof, and the acceptance of the resignation shall not be necessary to make
it effective.
(d) Any officer elected or appointed by the Board of Directors may be removed
by the Board of Directors with or without cause. Any vacancy occurring in any
office by reason of death, resignation, removal or otherwise may be filled by
the Board of Directors.

Section 4.02 Powers and Duties. The officers, agents and employees of the
corporation shall each have such powers and perform such duties in the
management of the affairs, property and business of the Corporation, subject
 to the control of and limitation by the Board of Directors, as generally
	pertain to their respective offices, as well as such powers and duties as
	may be authorized from time to time by the Board of Directors.

ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES
Section 5.01 Certificates. Unless otherwise provided pursuant to the General
Corporation Law of the State of Delaware, the shares of stock of the
Corporation shall be represented by certificates, as provided by the General
Corporation Law of the State of Delaware. They shall be numbered and entered
in the books of the Corporation as they are issued.

Section 5.02 Lost or Destroyed Certificates. The Board of Directors may in
its discretion authorize the issuance of a new certificate or certificates
in place of any certificate or certificates theretofore issued by the
Corporation, alleged to have been lost, stolen or destroyed. As a condition
of such issuance, the Board of Directors may require, either generally or in
each case, the record holder of such certificates, or his legal
representative, to furnish an affidavit setting forth the facts of such
alleged loss, theft or destruction, together with proof of advertisement
of the alleged loss, theft or destruction, and a bond with such surety
and in such form and amount as the Board may specify indemnifying the
Corporation, any transfer agent and registrar against any claim against
any of them relating to such lost, stolen or destroyed certificates.

Section 5.03 Transfer of Shares. (a) Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares or other
securities of the Corporation duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, the corporation shall issue
a new certificate to the person entitled thereto, and cancel the old
certificate, except to the extent the Corporation or such transfer agent may
be prevented from so doing by law, by the order or process of any court of
competent jurisdiction, or under any valid restriction on transfer imposed
by the Certificate of Incorporation, these By-Laws, or agreement of security
holders. Every such transfer shall be entered on the transfer books of the
Corporation. (b) The Corporation shall be entitled to treat the holder of
record of any share or other security of the Corporation as the holder in fact
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such share or security on the part of any other person whether or
not it shall have express or other notice thereof, except as expressly provided
by law.

ARTICLE VI
INDEMNIFICATION
Section 6.01 Indemnification. The Corporation shall indemnify the directors,
officers, agents and employees of the Corporation in the manner and to the
full extent provided in the General Corporation Law of the State of Delaware.
Such indemnification may be in addition to any other rights to which any
person seeking indemnification may be entitled under any agreement, vote of
stockholders or directors, any provision of these By-Laws or otherwise. The
directors, officers, employees and agents of the Corporation shall be fully
protected individually in making or refusing to make any payment or in
taking or refusing to take any other action under this Article VI in reliance
upon the advice of counsel.

ARTICLE VII
MISCELLANEOUS
Section 7.01 Corporate Seal. The seal of the Corporation shall be circular
in form and bear the name of the Corporation, the year of its organization and
the words, "Corporate Seal, Delaware". The seal of the certificates for shares
or any corporate obligation for the payment of money, or on any other
instrument, may be a facsimile, engraved, printed or otherwise reproduced.
Section 7.02 Execution of Instruments. All corporate instruments and documents
shall be signed or countersigned, executed, and, if desired, verified or
acknowledged by a proper officer or officers or such other person or persons
as the Board of Directors may from time to time designate.

Section 7.03 Fiscal Year. The fiscal year of the Corporation shall be as
determined by the Board of Directors.

ARTICLE VIII
AMENDMENTS
Section 8.01 Amendments. These By-Laws may be altered, amended or repealed
from time to time by the stockholders or by the Board of Directors without the
assent or vote of the stockholders.

ARTICLE IX
STOCKHOLDERS AGREEMENT
Section 9.01 Stockholders Agreement. Should the Corporation at any time, or
from time to time, be party to a stockholders agreement
(a "Stockholders Agreement"), then notwithstanding anything to the contrary
contained in these By-Laws, in the event of any conflict between any provision
of such Stockholders Agreement and any provision of these By-Laws, such
conflicting provision of the Stockholders Agreement shall be incorporated
herein as a By-Law and shall control