On February 10, 2009, the Company's Board of Directors voted by an Action by Unanimous Written Consent to amend Section 3.02(a) of the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately, to reduce the size of the Board from seven (7) members to four (4) members as permitted under the Bylaws. The Board of Directors has taken this action as a result of the recent resignations from the Board of Directors by James Chadwick, Harry Casari and Steven Muellner. Section 3.02(a) of the Bylaws was amended to read as follows:

"(a) The number of directors of the Corporation shall not be less than three
(3) nor more than fifteen (15), with the exact number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the directors then in office. The exact number of directors shall be four (4) until changed, within the limits specified above, by resolution, duly approved by the Board of Directors. The maximum and minimum number of directors permitted under these Bylaws may not be amended without a duly adopted amendment to these Bylaws approved in accordance with the provisions of the Corporation's Certificate of Incorporation. Except as otherwise provided in the Certificate of Incorporation, each director shall serve for a one-year term until the next annual meeting of stockholders of the Corporation or until each director's earlier death, resignation or removal. The election of directors is subject to any provisions contained in the Certificate of Incorporation relating thereto, including provisions for no cumulative voting."

(d) The following exhibit is being furnished herewith:

Exhibit No.                        Exhibit Title or Description
3.11             Amendment to Article III, Section 3.02(a) of the Amended and
                 Restated Bylaws of Meade Instruments Corp.