**EXHIBIT
3.2**
 
 
 **BYLAWS
OF**
 **WITS
BASIN PRECIOUS MINERALS INC.**
 
 **ARTICLE
1**
 **OFFICES**
 
 **1.1**  **Registered
Office** **.** The registered office of
the Corporation shall be located within the State of Minnesota as set forth in
the Articles of Incorporation. The Board of Directors shall have authority to
change the registered office of the Corporation and a statement evidencing any
such change shall be filed with the Secretary of State of Minnesota as required
by law.
 
 **1.2**  **Offices** **.** The Corporation may have
other offices, including its principal business office, either within or without
the State of Minnesota.
 
 **ARTICLE
2**
 **CORPORATE
SEAL**
 
 **2.1**  **Corporate
Seal** **.** The Board of Directors
shall determine whether or not the Corporation will adopt a corporate seal. If a
corporate seal is adopted, inscribed on the corporate seal shall be the name of
the Corporation and the words "Corporate Seal," and when so directed by the
Board of Directors, a duplicate of the seal may be kept and used by the
Secretary of the Corporation.
 
 **ARTICLE
3**
 **SHAREHOLDERS**
 
 **3.1**  **Regular
Meetings** **.** Regular meetings of the
shareholders shall be held at the Corpora-tion's registered office or at such
other place within or without the State of Minnesota as is designated by the
Board of Directors. Regular meetings may be held annually or on a less frequent
periodic basis, as established by a resolution of the Board of Directors, or may
be held on call by the Board of Directors from time to time as and when the
Board determines. At each regular meeting, the shareholders shall elect
qualified successors for directors who serve for an indefinite term or whose
terms have expired or are due to expire within six (6) months after the date of
the meeting, and may transact such other business which properly comes before
them. Notwithstanding the foregoing, if a regular meeting of the shareholders
has not been held for a period of fifteen (15) months, a shareholder or group of
shareholders holding three percent (3%) or more of the issued and outstanding
voting shares of the Corporation may demand that a regular meeting of the
shareholders be held by giving written notice to the President or Treasurer of
the Corporation. Within ten (10) days after receipt of the notice, the Board
shall cause a regular meeting of the shareholders to be called and held within
thirty (30) days after receipt of the notice. Any regular meeting held pursuant
to such a demand by a shareholder or shareholders shall be held within the
county where the principal executive office of the Corporation is
located.
 
 
 **3.2**  **Special
Meeting** **.** Special meetings of the
shareholders may be called by the President, by a Vice-President in the absence
of the President, by the Treasurer, or by the Board of Directors or any two or
more members thereof. Special meetings may also be called by one or more
shareholders holding ten percent (10%) or more of the issued and outstanding
voting shares of the Corporation by delivering to the President or Treasurer a
written demand for a special meeting, which demand shall state the purposes of
such meeting. Within ten (10) days after receipt of the written demand, the
Board of Directors shall call a special meeting of the shareholders to be held
within thirty (30) days after receipt of the written demand. Any special meeting
held pursuant to such written demand shall be held within the county where the
principal executive office of the Corporation is located.
 
 **3.3**  **Quorum** **.** Business may be
transacted at any duly held meeting of the shareholders at which a quorum is
present. The holders of a majority of the voting power of the shares entitled to
vote at a meeting are a quorum. The shareholders present at the meeting may
continue to transact business until adjournment, even though a number of
shareholders withdraw leaving less than a quorum. If a quorum is not present at
any meeting, those shareholders present have the power to adjourn the meeting
from time to time until the requisite number of voting shares are present. The
date, time and place of the reconvened meeting shall be announced at the time of
adjournment and notice of the reconvened meeting shall be given to all
shareholders who were not present at the time of adjournment. Any business which
might have been transacted at the meeting which was adjourned may be transacted
at the reconvened meeting.
 
 **3.4**  **Voting** **.** At each shareholders'
meeting, every shareholder having the right to vote is entitled to vote in
person or by proxy. Shareholders have one (1) vote for each share having voting
power standing in their name on the books of the Corporation, unless otherwise
provided in the Articles of Incorporation, or these By-Laws, or in the terms of
the shares. All elections and questions shall be decided by a majority vote of
the number of shares entitled to vote and represented at any meeting at which
there is a quorum, except as otherwise required by statute, the Articles of
Incorporation, these By-Laws, or by agreement among the
shareholders.
 
 **3.5**  **Notice
of Meeting** **.** Notice of regular or
special meetings of the sharehold-ers shall be given by an officer or agent of
the Corporation to each shareholder shown on the books of the Corporation to be
the holder of record of shares entitled to vote at the meeting. If the notice is
to be mailed, then the notice must be mailed to each shareholder at the
shareholder's address as shown on the books of the Corporation at least five (5)
calendar days prior to the meeting. If the notice is not mailed, then the notice
must be given at least forty-eight (48) hours prior to the meeting. The notice
must contain the date, time and place of the meeting, and in the case of a
special meeting, must also contain a statement of the purpose of the meeting. In
no event shall notice be given more than sixty (60) days prior to the meeting.
If a plan of merger, exchange, sale or other disposition of all or substantially
all of the assets of the Corporation is to be considered at a meeting of
shareholders, notice of such meeting shall be given to every shareholder,
whether or not entitled to vote, not less than ten (10) days prior to the date
of such meeting. A shareholder may orally or in writing waive notice of the
meeting. Attendance by a shareholder at a meeting of the Board of Directors also
constitutes a waiver of notice of such meeting, unless the shareholder objects
at the beginning of the meeting to the transaction of business because the
meeting allegedly is not lawfully called or convened and such shareholder does
not participate thereafter in the meeting.
 
 
 **3.6**  **Proxies** **.** At all meetings of
shareholders, a shareholder may vote by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. Such proxies must be
filed with an officer of the Corporation before or at the time of the meeting.
No proxy shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.
 
 **3.7**  **Closing
Transfer Books** **.** The Board of Directors
may close the stock transfer books for a period of time which does not exceed
sixty (60) days preceding any of the following: the date of any meeting of
shareholders; the payment of dividends; the allotment of rights; or the change,
conversion, or exchange of shares.
 
 **3.8**  **Meeting
by Electronic Communications** **.** A conference among
shareholders by any means of communication through which the shareholders may
simultaneously hear each other during the conference constitutes a meeting of
the shareholders if the number of shares held by the shareholders participating
in the conference would be sufficient to constitute a quorum at a meting, and if
the same notice is given of the conference as would be required for a
shareholders meeting under these Bylaws. In any shareholders meeting, a
shareholder may participate by any means of communication through which the
shareholder, other shareholders so participating, and all shareholders
physically present at the meeting may simultaneously hear each other during the
meeting.
 
 **3.9**  **Record
Date** **.** In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date, not
exceeding sixty (60) days preceding the date of any of the events described in
Section 3.7, as a record date for the determination of which shareholders are
entitled (I) to notice of and to vote at any meeting and any meeting subsequent
to adjournment, (ii) to receive any dividend or allotment of rights, or (iii) to
exercise the rights in respect to any change, conversion, or exchange of shares.
If a record date is fixed by the Board of Directors, only those shareholders of
record on the record date shall be entitled to receive notice of and to vote at
the meeting and any meeting subsequent to adjournment or to exercise such
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the Corporation after the record date so fixed. If the share transfer
books are not closed and no record date is fixed for determination of the
shareholders of record, then the date on which notice of the meeting is mailed
or the date of adoption of a resolution of the Board of Directors declaring a
dividend, allotment of rights, change, conversion or exchange of shares, as the
case may be, shall be the record date for such determina-tion.
 
 **3.10**  **Presiding
Officer** **.** The President of the
Corporation shall preside over all meetings of the shareholders. In the absence
of the President, the shareholders may choose any person present to act as
presiding officer.
 
 **3.11**  **Written
Action by Shareholders** **.** Any action which may be
taken at a meeting of the shareholders may be taken without a meeting and notice
if a consent in writing, setting forth the action so taken, is signed by all of
the shareholders entitled to notice of a meeting for such
purpose.
  
  **ARTICLE
4**
 **DIRECTORS**
 
 **4.1**  **General
Powers** **.** The property, affairs and
business of the Corporation shall be managed by the Board of Directors which
shall initially consist of three directors. In addition to the powers and
authorities by these By-Laws expressly conferred upon it, the Board may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law, the Articles of Incorporation or these By-Laws directed or required
to be exercised or done by the shareholders.
 
 **4.2**  **Number** **.** The number of directors
may be either increased or decreased by resolution of the shareholders at their
regular meetings or at a special meeting called for that purpose. The number of
directors may be increased by resolution adopted by the affirmative vote of a
majority of the Board of Directors. Any newly created directorships established
by the Board of Directors shall be filled by a majority vote of the directors
serving at the time of increase.
 
 **4.3**  **Qualifications
and Term of Office** **.** Directors need not be
shareholders or residents of the State of Minnesota. The Board of Directors
shall be elected by the shareholders at their regular meeting and at any special
shareholders' meeting called for that purpose. A director shall hold office
until the annual meeting for the year in which his or her term expires and until
the director's successor is elected and qualifies, or until the earlier death,
resignation, removal, or disqualification of the director.
 
 **4.4**  **Quorum** **.** A majority of the Board
of Directors constitutes a quorum for the transaction of business; provided,
however, that if any vacancies exist by reason of death, resignation, or
otherwise, a majority of the remaining directors constitutes a quorum. If less
than a quorum is present at any meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
 
 **4.5**  **Action
of Directors** **.** The acts of a majority of
the directors present at a meeting at which a quorum is present are the acts of
the Board of Directors.
 
 **4.6**  **Meetings** **.** Meetings of the Board of
Directors may be held from time to time at any place, within or without the
State of Minnesota, that the Board of Directors may select. If the Board of
Directors fails to select a place for a meeting, the meeting shall be held at
the principal executive office of the Corporation. The President or any director
may call a meeting of the Board of Directors by giving notice to all directors
of the date, time and place of the meeting. If the notice is to be mailed, then
the notice must be mailed to each director at least five (5) calendar days prior
to the meeting. If the notice is not to be mailed, then the notice must be given
at least forty-eight (48) hours prior to the meeting. If the date, time and
place of the meeting of the Board of Directors has been announced at a previous
meeting of the Board of Directors, no additional notice of such meeting is
required, except that notice shall be given to all directors who were not
present at the previous meeting. Notice of the meeting of the Board of Directors
need not state the purpose of the meeting. A director may orally or in writing
waive notice of the meeting. Attendance by a director at a meeting of the Board
of Directors also constitutes a waiver of notice of such meeting, unless the
director objects at the beginning of the meeting to the transaction of business
because the meeting allegedly is not lawfully called or convened and such
director does not participate thereafter in the meeting.
 
 
 **4.7**  **Meeting
by Electronic Communications** **.** A conference among
directors by any means of communication through which the directors may
simultaneously hear each other during the conference constitutes meeting of the
Board of Directors if the number of directors participating in the conference
would be sufficient to constitute a quorum at a meeting, and if the same notice
is given of the conference as would be required for a Board of Directors meeting
under these By-Laws. In any Board of Directors meeting, a director may
participate by any means of communica-tion through which the director, other
directors so participating, and all directors physically present at the meeting
may simultaneously hear each other during the meeting.
 
 **4.8**  **Compensation** **.** Directors may receive
such compensation as may be deter-mined from time to time by resolution of the
Board of Directors.
 
 **4.9**  **Committee** **.** By the affirmative vote
of a majority of the directors, the Board of Directors may establish a committee
or committees having the authority of the Board of Directors in the management
of the business of the Corporation to the extent provided in the resolution
adopted by the Board of Directors. A committee shall consist of one or more
persons, who need not be directors, that have been appointed by affirmative vote
of a majority of the directors present. A majority of the members of the
committee present at any meeting of the committee is a quorum for the
transaction of business, unless a larger or smaller proportion or number is
provided in the resolution approved by the Board of Directors. Minutes of any
meetings of committees created by the Board of Directors shall be available upon
request to members of the committee and to any director.
 
 **4.10**  **Action
by Absent Director** **.** A director may give
advance written consent or opposition to a proposal to be acted upon at a Board
of Directors meeting by giving a written statement to the President, Treasurer,
or any director which sets forth the proposal to be voted on and contains a
statement of the director's voting preference with regard to the proposal. An
advance written statement does not constitute presence of the director for
purposes of determining a quorum, but the advance written statement shall be
counted in the vote on the subject proposal provided that the proposal acted on
at the meeting is substantially the same or has substantially the same effect as
the proposal set forth in the advance written statement. The advance written
statement by a director on a proposal shall be included in the records of the
Board of Directors' action on the proposal.
 
 **4.11**  **Removal
of Directors by Board of Directors** **.** Any director who has been
elected by the Board of Directors to fill a vacancy on the Board of Directors,
or to fill a directorship created by action of the Board of Directors, and who
has not subsequently been reelected by the share-holders, may be removed by a
majority vote of all directors constituting the Board, exclusive of the director
whose removal is proposed.
 
 **4.12**  **Vacancies** **.** Any vacancy on the Board
of Directors may be filled by vote of the remaining directors, even though less
than a quorum.
 
 **4.13**  **Written
Action by Less than All of Directors** . Any action required or
permitted to be taken at a Board meeting, other than an action requiring
shareholder approval, may be taken by written action of the Board of Directors
if signed by the number of directors that would be required to take the same
action at a meeting at which all directors were present.
 
 
 **4.14**  **Dissent
from Action** **.** A director of the
Corporation who is present at a meeting of the Board of Directors at which any
action is taken shall be presumed to have assented to the action taken unless
the director objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened and does not
participate thereafter, or unless the director votes against the action at the
meeting, or is prohibited from voting on the action.
 
 **ARTICLE
5**
 **OFFICERS**
 
 **5.1**  **Election
of Officers** **.** The Board of Directors
shall from time to time, elect a Chief Executive Officer, who may also be
designated as President, and a Chief Financial Officer, who may also be
designated as Treasurer. The Board of Directors may elect, but shall not be
required to elect, a Secretary, one or more Vice Presidents, and a Chairman of
the Board. In addition, the Board of Directors may elect such other officers and
agents as it may deem necessary. The officers shall exercise such powers and
perform such duties as are prescribed by applicable statutes, the Articles of
Incorporation, the By--Laws, or as may be determined from time to time by the
Board of Directors. Any number of offices may be held by the same
person.
 
 **5.2**  **Term
of Office** **.** The officers shall hold
office until their successors are elected and qualify; provided, however, that
any officer may be removed with or without cause by the affirmative vote of a
majority of the directors present at a Board of Directors meeting at which a
quorum is present.
 
 **5.3** **Chief
Executive Officer** **.** The Chief Executive
Officer shall:
 
 (a)
    Have
      general active management of the business;
 
 (b)
    When
      present, preside at all meetings of the
shareholders;
 
 (c)
    When
      present, and if there is not a Chairman of the Board, preside at all
      meetings of the Board of Directors;
 
 (d)
    See
      that all orders and resolutions of the Board of Directors are carried into
      effect;
 
 (e)
    Sign
      and deliver in the name of the Corporation any deeds, mortgages, bonds,
      contracts or other instruments pertaining to the business of the
      Corporation, except in cases in which the authority to sign and deliver is
      required by law to be exercised by another person or is expressly
      delegated by the Articles of Incorpora-tion or By-Laws or by the Board of
      Directors to some other officer or agent of the
    Corporation;
 
 (f)
    Maintain
      records of and, whenever necessary, certify all proceedings of the Board
      of Directors and the shareholders; and
 
 (g)
    Perform
      all other duties prescribed by the Board of
Directors.
 
 
 All other
officers shall be subject to the direction and authority of the Chief Executive
Officer.
 
 **5.4**  **Chief
Financial Officer** **.** The Chief Financial
Officer shall:
 
 (a)
    Keep
      accurate financial records for the
Corporation;
  (b)
    Deposit
      all money, drafts and checks in the name of and to the credit of the
      Corporation in the banks and depositories designated by the Board of
      Directors;
 (c)
    Endorse
      for deposit all notes, checks and drafts received by the Corporation as
      ordered by the Board of Directors, making proper vouchers
      therefor;
 
 (d)
    Disburse
      corporate funds and issue checks and drafts in the name of the
      Corpora-tion, as ordered by the Board of
Directors;
 
 (e)
    Render
      to the Chief Executive Officer and the Board of Directors, whenever
      requested, an account of all transactions by the Chief Financial Officer
      and of the financial condition of the Corporation;
and
 
 (f)
    Perform
      all other duties prescribed by the Board of Directors or by the Chief
      Executive Officer.
 
 **5.5**  **President** **.** Unless otherwise
determined by the Board of Directors, the President shall be the Chief Executive
Officer of the Corporation. If an officer other than the President is designated
Chief Executive Officer, the President shall perform such duties as may from
time to time be assigned by the Board of Directors.
 
 **5.6**  **Vice
President** **.** Each Vice President, if
any, shall have such powers and perform such duties as may be specified in these
By-Laws or prescribed by the Board of Directors. If the Chief Executive Officer
is absent or disabled, the Vice President shall succeed to the President's
powers and duties. If there are two or more Vice Presidents, the order of
succession shall be determined by seniority of election or as otherwise
prescribed by the Board of Directors.
 
 **5.7**  **Secretary** **.** The Secretary, if any,
shall attend all meetings of the shareholders and the Board of Directors. The
Secretary shall act as clerk and shall record all the proceedings of the
meetings in the minute book of the Corporation and shall give proper notice of
meetings of shareholders and the Board of Directors. The Secretary shall keep
the seal of the Corporation, if any, and shall affix the seal to any instrument
requiring it and shall attest the seal, and shall perform such other duties as
may be prescribed from time to time by the Board of Directors.
 
 **5.8**  **Treasurer** **.** Unless otherwise
determined by the Board of Directors, the Treasurer shall be the Chief Financial
Officer of the Corporation. If an officer other than the Treasurer is designated
Chief Financial Officer, the Treasurer shall perform such duties as may from
time to time be assigned by the Board of Directors.
 
 
 **5.9**  **Chairman
of the Board** **.** The Chairman of the
Board, if any, shall preside at all meetings of the Board of Directors and shall
perform such other duties as may from time to time be assigned by the Board of
Directors.
 
 **5.10**  **Assistant
Officers** **.** In the event of absence
or disability of any Vice President, Secretary or the Chief Financial Officer,
the assistant to such officer, if any, shall succeed to the powers and duties of
the absent officer until the principal officer resumes his duties or a
replace-ment is elected by the Board of Directors. If there are two or more
assistants, the order of succession shall be determined through seniority by the
order in which elected or as otherwise prescribed by the Board of Directors. The
assistant officers shall exercise such other powers and duties as may be
delegated to them from time to time by the Board of Directors or the principal
officer under whom they serve, but at all times shall remain subordinate to the
principal officers they are designated to assist.
 
 **ARTICLE
6**
 **INDEMNIFICATION**
 
 The
Corporation shall indemnify its officers, directors, employees and agents to the
full extent permitted by the laws of the State of Minnesota, as now in effect,
or as the same may be hereafter modified.
 
 **ARTICLE
7**
 **SHARES
AND THEIR TRANSFER**
 
 **7.1**  **Certificates
of Shares** **.** Unless the Board of
Directors has provided that the Corpora-tion's shares are to be uncertified,
every owner of shares of the Corporation shall be entitled to a certificate, to
be in such form as the Board of Directors prescribes, certifying the number of
shares owned by such shareholder. The certificates for shares shall be numbered
in the order in which they are issued and shall be signed in the name of the
Corporation by the Chief Executive Officer, the President or a Vice President
and by the Secretary or Assistant Secretary, or the Chief Financial Officer, or
any other officer of the Corporation authorized by the Board of Directors and
shall have the corporate seal, if any, affixed thereto. A record shall be kept
of the name of the person owning the shares represented by each certificate, the
respective issue dates thereof, and in the case of cancellation, the respective
dates of cancellation. Except as provided in Section 7.5 of this Article 7,
every certificate surrendered to the Corporation for exchange or transfer shall
be canceled, and no other certificate shall be issued in exchange for any
existing certificate until such existing certificate is canceled.
 
 **7.2**  **Uncertificated
Shares** **.** The Board of Directors by
a majority vote of directors present at a duly called meeting may provide that
any or all shares of classes or series of shares are to be uncertificated
shares. In that case, any shareholder who is issued uncertificated shares shall
be provided with the information legally required to be disclosed in a
certificate.
 
 
 **7.3**  **Issuance
of Shares** **.** The Board of Directors is
authorized to issue shares of the capital stock of the Corporation up to the
number of shares authorized by the Articles of Incorporation. Shares may be
issued for any consideration (including, without limitation, money or other
tangible or intangible property received by the Corporation or to be received by
the Corporation under a written agreement, or services rendered to the
Corporation or to be rendered to the Corporation under a written agreement)
which is authorized by a resolution approved by the affirmative vote of a
majority of the directors present, valuing all nonmonetary consideration and
establishing a price in money or other consideration, or a minimum price, or a
general formula or method by which the price will be determined. Upon
authorization by resolution approved by the affirmative vote of a majority of
the directors present, the Corporation may, without any new or additional
consideration, issue shares of its authorized and unissued capital stock in
exchange for or in conversion of its outstanding shares, or issue its own shares
pro rata to its shareholders or the shareholders of one or more classes or
series, to effectuate share dividends or splits, including reverse share splits.
No shares of a class or series shall be issued to the holder of the shares of
another class or series, unless issuance is either expressly provided for in the
Articles of Incorporation or is approved at a meeting by the affirmative vote of
the holders of a majority of the voting power of all shares of the same class or
series as the shares to be issued.
 
 **7.4**  **Transfer
of Shares** **.** Transfer of shares on the
books of the Corporation may be authorized only by the shareholder named in the
certificates or the shareholder's representative or duly authorized
attorney-in-fact and only upon surrender for cancella-tion of the certificate
for such shares. The shareholder in whose name shares stand on the books of the
Corporation shall be considered the owner thereof for all purposes regarding the
Corporation.
 
 **7.5**  **Lost
Certificates** **.** Any shareholder claiming
a certificate for shares has been lost or destroyed shall make an affidavit or
affirmation of that fact in such form as the Board of Directors may require and
shall, if the directors so require, give the Corporation a bond of indemnity in
form and with one or more sureties satisfactory to the Board of Directors and in
an amount determined by the Board of Directors, to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss or
destruction of the certificate. A new certificate may then be issued in the same
tenor for the same number of shares as the one alleged to have been lost or
destroyed.
 
 **7.6**  **Transfer
Agent and Registrar** **.** The Board of Directors
may appoint one or more transfer agents or transfer clerks and one or more
registrars and may require all certificates for shares to bear the signature or
signatures of any of them.
 
 **7.7**  **Facsimile
Signature** **.** When any certificate is
manually signed by a transfer agent, a transfer clerk, or a registrar appointed
by the Board of Directors to perform such duties, a facsimile or engraved
signature of the officers and a facsimile corporate seal, if any, may be
inscribed on the certificate in lieu of the actual signatures and
seal.
  
 **ARTICLE
8**
 **FINANCIAL
AND PROPERTY MANAGEMENT**
 
 **8.1**  **Checks** **.** All checks, drafts, other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed by the President or Treasurer, or
any other officer or officers, agent or agents of the Corporation, as may from
time to time be determined by resolution of the Board of Directors.
 
 **8.2**  **Deposits** **.** All funds of the
Corporation not otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies, or other depositories
as the Board of Directors may select.
 
 **8.3**  **Voting
Securities Held by Corporation** **.** The President, or other
officer or agent designated by the Board of Directors, shall have full power and
authority on behalf of the Corporation to attend, act at, and vote at any
meeting of security or interest holders of other corporations or entities in
which the Corporation may hold securities or interests. At the meeting, the
President or other designated agent shall possess and exercise any and all
rights and powers incident to the ownership of the securities or interest which
the Corporation holds.
 
 **ARTICLE
9**
 **AMENDMENTS**
 
 The Board
of Directors of the Corporation is expressly authorized to make By-Laws of the
Corporation and from time to time to adopt, amend or repeal By-Laws so made to
the extent and in the manner prescribed in the Minnesota Statutes. The Board of
Directors shall not adopt, amend, or repeal a By-Law fixing a quorum for
meetings of shareholders, prescribing procedures for removing directors or
filling vacancies in the Board of Directors, or fixing the number of directors
or their classifications, qualifica-tions, or terms of office, but may adopt or
amend a By-Law to increase the number of directors. The authority in the Board
of Directors is subject to the power of the voting shareholders to adopt, change
or repeal the By-Laws by a vote of shareholders holding a majority of the shares
entitled to vote and present or represented at any regular meeting or special
meeting called for that purpose.
 
 Dated: July 9,
      2003****By:
    /s/ Mark D.
DackoMark D. Dacko, Secretary