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BY-LAWS FOR THE REGULATION, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR ITS
ARTICLES OF INCORPORATION, OF

INTERNATIONAL ALUMINUM CORPORATION

ARTICLE I

Offices

Section 1.01 Principal Office. The principal office for the transaction of the business of the Corporation is hereby located at 767 Monterey Pass Road in the City of Monterey Park, County of Los Angeles, State of California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in said county by amendment of this Section 1.01.

Section 1.02 Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business.

ARTICLE II

Meeting of Shareholders

Section 2.01 Place of Meetings. All annual meetings of shareholders and all other meetings of shareholders shall be held either at the principal office or at any other place within or without the State of California which may be designated either by the Board of Directors pursuant to authority hereinafter granted to said Board, or by the written consent of all shareholders entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the Corporation.

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		Page
ARTICLE I - Offices		1
Section 1.01	Principal Office	1
Section 1.02	Other Offices	1

ARTICLE II - Meetings of Shareholders		1
Section 2.01	Place of Meetings	1
Section 2.02	Annual Meetings	1
Section 2.03	Special Meetings	1
Section 2.04	Adjourned Meetings and Notices Thereof	2
Section 2.05	Voting	2
Section 2.06	Quorum	2
Section 2.07	Consent of Absentees	2
Section 2.08	Action Without Meeting	2
Section 2.09	Proxies	2

ARTICLE III - Directors		3
Section 3.01	Powers	3
Section 3.02	Number of Directors	3
Section 3.03	Election and Term of Office	3
Section 3.04	Vacancies	4
Section 3.05	Place of Meeting	4
Section 3.06	Organization Meeting	4
Section 3.07	Other Regular Meetings	4
Section 3.08	Special Meetings	4
Section 3.09	Notice of Adjournment	4
Section 3.10	Waiver of Notice	4
Section 3.11	Quorum	5

Section 3.12	Adjournment	5
Section 3.13	Action Without Meeting	5
Section 3.14	Fees and Compensation	5
Section 3.15	Indemnification of Directors, Officers and Employees	5

ARTICLE IV - Officers		6
Section 4.01	Officers	6
Section 4.02	Election	6
Section 4.03	Subordinate Officers, etc.	6
Section 4.04	Removal and Resignation	6
Section 4.05	Vacancies	6
Section 4.06	Chairman of the Board	6
Section 4.07	President	6
Section 4.08	Vice President	6
Section 4.09	Secretary	7
Section 4.10	Treasurer	7

ARTICLE V - Miscellaneous		7
Section 5.01	Record Date and Closing Stock Books	7
Section 5.02	Inspection of Corporate Records	7
Section 5.03	Checks, Drafts, etc.	8
Section 5.04	Annual Report	8
Section 5.05	Contract, etc., How executed	8
Section 5.06	Certificates of Stock	8
Section 5.07	Representation of Shares of Other Corporations	8
Section 5.08	Inspection of By-Laws	8
Section 5.09	Periodic Reports	8

ARTICLE VI - Amendments		9
Section 6.01	Powers of Shareholders	9
Section 6.02	Powers of Directors	9