**Exhibit 3.2**

 

BYLAWS

OF

CORGENIX MEDICAL CORPORATION

(A NEVADA CORPORATION)

ARTICLE I

OFFICES

 

SECTION 1          REGISTEREDOFFICE. The corporation shall maintain a registered office in the State ofNevada.

 

SECTION 2          OTHEROFFICES. The corporation shall also have and maintain an office or principalplace of business at such place as may be fixed by the Board of Directors, andmay also have offices at such other places, both within and without the Stateof Nevada as the Board of Directors may from time to time determine or thebusiness of the corporation may require.

 

ARTICLE II

CORPORATE SEAL

 

SECTION 3          CORPORATESEAL. The corporate seal shall consist of a die bearing the name of thecorporation and the inscription, “Corporate Seal-Nevada.” Said seal may be usedby causing it or a facsimile thereof to be impressed or affixed or reproducedor otherwise.

 

ARTICLE III

STOCKHOLDERS’ MEETINGS

 

SECTION 4          PLACE OFMEETINGS. Meetings of the stockholders of the corporation shall be held at suchplace, either within or without the State of Nevada, as may be designated fromtime to time by the Board of Directors, or, if not so designated, then at theoffice of the corporation required to be maintained pursuant to Section 2hereof.

 

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SECTION 5          ANNUAL MEETING.

 

(a)           The annual meetingof the stockholders of the corporation, for the purpose of election ofdirectors and for such other business as may lawfully come before it, shall beheld on such date and at such time as may be designated from time to time bythe Board of Directors.

 

(b)           At an annual meetingof the stockholders, only such business shall be conducted as shall have beenproperly brought before the meeting. To be properly brought before an annualmeeting, business must be: (A) specified in the notice of meeting (or anysupplement thereto) given by or at the direction of the Board of Directors,(B) otherwise properly brought before the meeting by or at the directionof the Board of Directors, or (C) otherwise properly brought before themeeting by a stockholder. For business to be properly brought before an annualmeeting by a stockholder, the stockholder must have given timely notice thereofin writing to the Secretary of the corporation. To be timely, a stockholder’snotice must be delivered to or mailed and received at the principal executiveoffices of the corporation not later than the close of business on the onehundred twentieth (120th) day prior to the first anniversary of the precedingyear’s annual meeting; provided, however, that in the event that no annualmeeting was held in the previous year or the date of the annual meeting hasbeen changed by more than thirty (30) days from the date contemplated at thetime of the previous year’s proxy statement, notice by the stockholder to betimely must be so received not later than the close of business on the later ofthe one hundred twentieth (120th) day prior to such annual meeting or, in theevent public announcement of the date of such annual meeting is first made bythe corporation fewer than seventy (70) days prior to the date of such annualmeeting, the close of business on the tenth (10th) day following the day onwhich public announcement of the date of such meeting is first made by thecorporation. A stockholder’s notice to the Secretary shall set forth as to eachmatter the stockholder proposes to bring before the annual meeting: (i) abrief description of the business desired to be brought before the annualmeeting and the reasons for conducting such business at the annual meeting,(ii) the name and address, as they appear on the corporation’s books, ofthe stockholder proposing such business, (iii) the class and number ofshares of the corporation which are beneficially owned by the stockholder,(iv) any material interest of the stockholder in such business and(v) any other information that is required to be provided by thestockholder pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended (the “1934 Act”), in his capacity as a proponent to astockholder proposal.

 

Notwithstanding the foregoing, in order to include information withrespect to a stockholder proposal in the proxy statement and form of proxy fora stockholder’s meeting, stockholders must provide notice as required by theregulations promulgated under the 1934 Act. Notwithstanding anything in theseBylaws to the contrary, no business shall be conducted at any annual meetingexcept in accordance with the procedures set forth in this paragraph (b). Thechairman of the annual meeting shall, if the facts warrant, determine anddeclare at the meeting that business was not properly brought before themeeting and in accordance with the provisions of this paragraph (b) , and,if he should so determine, he shall so declare at the meeting that any suchbusiness not properly brought before the meeting shall not be transacted.

 

(c)           Only persons who arenominated in accordance with the procedures set forth in this paragraph(c) shall be eligible for election as directors. Nominations of personsfor election to the Board of Directors of the corporation may be made at ameeting of stockholders by or at the direction of the Board of Directors or byany stockholder of the corporation entitled to vote in the election ofdirectors at the meeting who complies with the notice procedures set forth inthis paragraph (c) Such nominations, other than those made by or at thedirection of the Board of Directors, shall be made pursuant to timely notice inwriting to the Secretary of the corporation in accordance with the provisionsof paragraph (b) of this Section 5. Such stockholder’s notice shallset forth (i) as to each person, if any,- whom the stockholder proposes tonominate for election or reelection as a director: (A) the name, age,business address and residence address of such person, (B) the principaloccupation or employment of such person, (C) the

 

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class and number of shares of the corporation which are beneficiallyowned by such person, (D) a description of all arrangements orunderstandings between the stockholder and each nominee and any other person orpersons (naming such person or persons) pursuant to which the nominations areto be made by the stockholder, and (E) any other information relating tosuch person that is required to be disclosed in solicitations of proxies forelection of directors, or is otherwise required, in each case pursuant toRegulation 14A under the 1934 Act (including without limitation such person’swritten consent to being named in the proxy statement, if any, as a nominee andto serving as a director if elected) and (ii) as to such stockholdergiving notice, the information required to be provided pursuant to paragraph(b) of this Section 5. At the request of the Board of Directors, anyperson nominated by a stockholder for election as a director shall furnish tothe Secretary of the corporation that information required to be set forth inthe stockholder’s notice of nomination which pertains to the nominee. No personshall be eligible for election as a director of the corporation unlessnominated in accordance with the procedures set forth in this paragraph(c) The chairman of the meeting shall, if the facts warrant, determine anddeclare at the meeting that a nomination was not made in accordance with theprocedures prescribed by these Bylaws, and if he should so determine, he shallso declare at the meeting, and the defective nomination shall be disregarded.

 

(d)           For purposes of thisSection 5, “public announcement” shall mean disclosure in a press releasereported by the Dow Jones News Service, Associated Press or comparable nationalnews service or in a document publicly filed by the corporation with theSecurities and Exchange Commission pursuant to Section 13, 14 or15(d) of the Exchange Act.

 

SECTION 6          SPECIALMEETINGS.

 

(a)           Special meetings ofthe stockholders of the corporation may be called, for any purpose or purposes,solely by (i) the Chairman of the Board of Directors, (ii) the ChiefExecutive officer, or (iii) the Board of Directors pursuant to aresolution adopted by a majority of the total number of authorized directors(whether or not there exist any vacancies in previously authorizeddirectorships at the time any such resolution is presented to the Board ofDirectors for adoption), and shall be held at such place, on such date, and atsuch time as the Board of Directors, shall fix.

 

(b)           If a special meetingis called by the Chairman of the Board of Directors or the Chief Executiveofficer, the request shall be in writing, specifying the general nature of thebusiness proposed to be transacted, and shall be delivered personally or sentby registered mail or by telegraphic or other facsimile transmission to theSecretary of the corporation. No business may be transacted at such specialmeeting otherwise than specified in such notice. The Board of Directors shalldetermine the time and place of such special meeting, which shall be held notless than thirty-five (35) nor more than on hundred twenty (120) days after thedate of the receipt of the request. Upon determination of the time and place ofthe meeting, the Secretary shall cause notice to be given to the stockholdersentitled to vote, in accordance with the provisions of Section 7 of theseBylaws. If the notice is not given within sixty (60) days after the receipt ofthe request, the person or persons requesting the meeting may set the time andplace of the meetings and give the notice. Nothing contained in this paragraph(b) shall be construed as limiting, fixing, or affecting the time when ameeting of stockholders called by action of the Board of Directors may be held.

 

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SECTION 7          NOTICE OFMEETINGS. Except as otherwise provided by law or the Articles of Incorporation,written notice of each meeting of stockholders shall be given not less than ten(10) nor more than sixty (60) days before the date of the meeting to eachstockholder entitled to vote at such meeting, such notice to specify the place,date and hour and purpose or purposes of the meeting. Notice of the time, placeand purpose of any meeting of stockholders may be waived in writing, signed bythe person entitled to notice thereof, either before or after such meeting, andwill be waived by any stockholder by his attendance thereat in person or byproxy, except when the stockholder attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened. Any stockholder sowaiving notice of such meeting shall be bound by the proceedings of any suchmeeting in all respects as if due notice thereof had been given.

 

SECTION 8          QUORUM. Atall meetings of stockholders, except where otherwise provided by statute or bythe Articles of Incorporation, or by these Bylaws, the presence, in person orby proxy duly authorized, of the holders of a majority of the outstandingshares of stock entitled to vote shall constitute a quorum for the transactionof business. in the absence of a quorum, any meeting of stockholders may beadjourned, from time to time, either by the chairman of the meeting or by voteof the holders of a majority of the shares represented thereat, but no otherbusiness shall be transacted at such meeting. The stockholders present at aduly called or convened meeting, at which a quorum is present, may continue totransact business until adjournment, notwithstanding the withdrawal of enoughstockholders to leave less than a quorum. Except as otherwise provided by law,the Articles of Incorporation or these Bylaws, all action taken by the holdersof a majority of the vote cast, excluding abstentions, at any meeting at whicha quorum is present shall be valid and binding upon the corporation; provided,however, that directors shall be elected by a plurality of the votes of theshares present in person or represented by proxy at the meeting and entitled tovote on the election of directors. Where a separate vote by a class or classesor series is required, except where otherwise provided by the statute or by theArticles of Incorporation or these Bylaws, a majority of the outstanding sharesof such class or classes or series, present in person or represented by proxy,shall constitute a quorum entitled to take action with respect to that vote onthat matter and, except where otherwise provided by the statute or by theArticles of Incorporation or these Bylaws, the affirmative vote of the majority(plurality, in the case of the election of directors) of the votes cast,including abstentions, by the holders of shares of such class or classes orseries shall be the act of such class or classes or series.

 

SECTION 9          ADJOURNMENTAND NOTICE OF ADJOURNED MEETINGS; POSTPONEMENT OF MEETINGS.

 

A.            Anymeeting of stockholders, whether annual or special, may be adjourned from timeto time either by the chairman of the meeting or by the vote of a majority ofthe shares casting votes, excluding abstentions. When a meeting is adjourned toanother time or place, notice need not be given of the adjourned meeting if thetime and place thereof are announced at the meeting at which the adjournment istaken. At the adjourned meeting, the corporation may transact any businesswhich might have been transacted at the original meeting. If the adjournment isfor more than thirty (30) days or if after the adjournment a new record date isfixed for the adjourned meeting, a notice of the adjourned meeting shall begiven to each stockholder of record entitled to vote at the meeting.

 

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B.            TheBoard of Directors may postpone or reschedule any previously scheduledstockholder meeting for any reason.

 

C.            Inno event shall the public announcement of an adjournment or postponement of anannual meeting commence a new time period (or extend any time period) for thegiving of a stockholder’s notice as described in Article III,Section 5 of the Bylaws.”

 

SECTION 10        VOTINGRIGHTS. For the purpose of determining those stockholders entitled to vote atany meeting of the stockholders, except as otherwise provided by law, onlypersons in whose names shares stand on the stock records of the corporation onthe record date, as provided in Section 12 of these Bylaws, shall beentitled to vote at any meeting of stockholders. Every person entitled to voteor execute consents shall have the right to do so either in person or by anagent or agents authorized by a proxy granted in accordance with Nevada law. Anagent so appointed need not be a stockholder. No proxy shall be voted afterthree (3) years from its date of creation unless the proxy provides for alonger period. Notwithstanding the provisions of Nevada Revised Statute 78.320,no action required or permitted by the stockholders may be taken by writtenconsent.

 

SECTION 11        JOINTOWNERS OF STOCK. If shares or other securities having voting power stand ofrecord in the names of two (2) or more persons, whether fiduciaries,members of a partnership, joint tenants, tenants in common, tenants by theentirety, or otherwise, or if two (2) or more persons have the samefiduciary relationship respecting the same shares unless the Secretary is givenwritten notice to the contrary and is furnished with a copy of the instrumentor order appointing them or creating the relationship wherein it is soprovided, their acts with respect to voting shall have the following effect:(a) if only one (1) votes, his act binds all; (b) if more than one(1) votes, the act of the majority so voting binds all; (c) if morethan one (1) votes, but the vote is evenly split on any particular matter,each faction may vote the securities in question proportionally. If theinstrument filed with the Secretary shows that any such tenancy is held inunequal interests, a majority or evensplit for the purpose of subsection(c) shall be a majority or evensplit in interest.

 

SECTION 12        LIST OFSTOCKHOLDERS. The Secretary shall prepare and make, not less than ten(10) nor more than sixty (60) days before every meeting of stockholders, acomplete list of the stockholders entitled to vote at said meeting, arranged inalphabetical order, showing the address of each stockholder and the number ofshares registered in the name of each stockholder. Such list shall be open tothe examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten (10) daysprior to the meeting, either at a place within the city where the meeting is tobe held, which place shall be specified in the notice of the meeting, or, ifnot specified, at the place where the meeting is to be held. The list shall beproduced and kept at the time and place of meeting during the whole timethereof and may be inspected by any stockholder who is present.

 

SECTION 13        ORGANIZATION.

 

(a)           Atevery meeting of stockholders, the Chairman of the Board of Directors, or, if aChairman has not been appointed or is absent, the President, or, if thePresident is absent, a chairman of the meeting

 

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chosen by a majority in interest of the stockholders entitled to vote,present in person or by proxy, shall act as chairman. The Secretary, or, in hisabsence, an Assistant Secretary directed to do so by the President, shall actas secretary of the meeting.

 

(b)           The Board ofDirectors of the corporation shall be entitled to make such rules orregulations for the conduct of meetings of stockholders as it shall deemnecessary, appropriate or convenient. Subject to such rules and regulationsof the Board of Directors, if any, the chairman of the meeting shall have theright and authority to prescribe such rules, regulations and procedures and todo all such acts as, in the judgment of such chairman, are necessary,appropriate or convenient for the proper conduct of the meeting, including,without limitation, establishing an agenda or order of business for themeeting, rules and procedures for maintaining order at the meeting and thesafety of those present, limitations on participation in such meeting tostockholders of record of the corporation and their duly authorized andconstituted proxies and such other persons as the chairman shall permit,restrictions on entry to the meeting after the time fixed for the commencementthereof, limitations on the time allotted to questions or comments byparticipants and regulation of the opening and closing of the polls forballoting on matters which are to be voted on by ballot. Unless and to theextent determined by the Board of Directors or the chairman of the meeting,meetings of stockholders shall not be required to be held in accordance withrules of parliamentary procedure.

 

ARTICLE IV

DIRECTORS

 

SECTION 14        NUMBER ANDTERM OF OFFICE. The authorized number of directors of the corporation shall befive (5) Such number of directors may be fixed from time to time byresolution of the Board of Directors. Directors need not be stockholders unlessso required by the Articles of Incorporation. If for any cause, the directorsshall not have been elected at an annual meeting, they may be elected as soonthereafter as convenient at a special meeting of the stockholders called forthat purpose in the manner provided in these Bylaws.

 

SECTION 15        POWERS. Thepowers of the corporation shall be exercised, its business conducted and itsproperty controlled by the Board of Directors, except as may be otherwiseprovided by statute or by the Articles of Incorporation.

 

SECTION 16        CLASSES OFDIRECTORS. Subject to the rights of the holders of any series of PreferredStock to elect additional directors under specified circumstances, directorsshall be elected at each annual meeting of stockholders for a term of one year.Each director shall serve until his successor is duly elected and qualified oruntil his death, resignation or removal. No decrease in the number of directorsconstituting the Board of Directors shall shorten the term of any incumbentdirector.

 

SECTION 17        VACANCIES.Unless otherwise provided in the Articles of Incorporation, any vacancies onthe Board of Directors resulting from death, resignation, disqualification,removal or other causes and

 

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any newly created directorships resulting from any increase in thenumber of directors, shall unless the Board of Directors determines byresolution that any such vacancies or newly created directorships shall befilled by stockholders, be filled only by the affirmative vote of a majority ofthe directors then in office, even though less than a quorum of the Board ofDirectors. Any director elected in accordance with the preceding sentence shallhold office for the remainder of the full term of the director for which thevacancy was created or occurred and until such director’s successor shall havebeen elected and qualified. A vacancy in the Board of Directors shall be deemedto exist under this Bylaw in the case of the death, removal or resignation ofany director.

 

SECTION 18        RESIGNATION.Any director may resign at any time by delivering his written resignation tothe Secretary, such resignation to specify whether it will be effective at aparticular time, upon receipt by the Secretary or at the pleasure of the Boardof Directors. If no such specification is made, it shall be deemed effective atthe pleasure of the Board of Directors. When one or more directors shall resignfrom the Board of Directors, effective at a future date, a majority of thedirectors then in office, including those who have so resigned, shall havepower to fill such vacancy or vacancies, the vote thereon to take effect whensuch resignation or resignations shall become effective, and each Director sochosen shall hold office for the unexpired portion of the term of the Directorwhose place shall be vacated and until his successor shall have been dulyelected and qualified.

 

SECTION 19        REMOVAL.

 

(a)           Subject to therights of the holders of any series of Preferred Stock, the Board of Directorsor any individual director may be removed from office at any time (i) withcause by the affirmative vote of the holders of a majority of the voting powerof all the then-outstanding shares of voting stock of the corporation, entitledto vote at an election of directors (the “Voting Stock”) or (ii) withoutcause by the affirmative vote of the holders of a majority of the voting powerof all the then-outstanding shares of the Voting Stock.

 

(b)           Subject to therights of the holders of any series of Preferred Stock, any individual directormay be removed without cause. Subject to any limitations imposed by law, theBoard of Directors or any individual director may be removed from office at anytime without cause by the affirmative vote of the holders of a majority of theVoting Stock.

 

SECTION 20        MEETINGS.

 

(a)           ANNUAL MEETINGS. Theannual meeting of the Board of Directors shall be held immediately before orafter the annual meeting of stockholders and at the place where such meeting isheld. No notice of an annual meeting of the Board of Directors shall benecessary and such meeting shall be held for the purpose of electing officersand transacting such other business as may lawfully come before it.

 

(b)           REGULARMEETINGS. Except as hereinafter otherwise provided, regular meetings of theBoard of Directors shall be held in the office of the corporation required tobe maintained pursuant to Section 2 hereof. Unless otherwise restricted bythe Articles of Incorporation, regular meetings of the Board of Directors mayalso be held at any place within or without the State of Nevada which has beendesignated by resolution of the Board of Directors or the written consent of alldirectors.

 

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(c)           SPECIALMEETINGS. Unless otherwise restricted by the Articles of Incorporation, specialmeetings of the Board of Directors may be held at any time and place within orwithout the State of Nevada whenever called by the Chairman of the Board, thePresident or any two of the directors.

 

(d)           TELEPHONE MEETINGS.Any member of the Board of Directors, or of any committee thereof, mayparticipate in a meeting by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and participation in a meeting by such means shallconstitute presence in person at such meeting.

 

(e)           NOTICE OF MEETINGS.Notice of the time and place of all special meetings of the Board of Directorsshall be orally or in writing, by telephone, facsimile, telegraph or telex,during normal business hours, at least twenty-four (24) hours before the dateand time of the meeting, or sent in writing to each director by first classmail, charges prepaid, at least three (3) days before the date of themeeting. Notice of any meeting may be waived in writing at any time before orafter the meeting and will be waived by any director by attendance thereat,except when the director attends the meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened.

 

(f)            WAIVER OF NOTICE.The transaction of all business at any meeting of the Board of Directors, orany committee thereof, however called or noticed, or wherever held, shall be asvalid as though had at a meeting duly held after regular call and notice, if aquorum be present and if, either before or after the meeting, each of thedirectors not present shall sign a written waiver of notice. All such waiversshall be filed with the corporate records or made a part of the minutes of themeeting.

 

SECTION 21        QUORUM ANDVOTING.

 

(a)           Unless the Articlesof Incorporation requires a greater number and except with respect toindemnification questions arising under Section 42 hereof, for which aquorum shall be one-third of the exact number of directors fixed from time totime in accordance with the Articles of Incorporation, a quorum of the Board ofDirectors shall consist of a majority of the exact number of directors fixedfrom time to time by the Board of Directors in accordance with the Articles ofIncorporation; provided, however, at any meeting whether a quorum be present orotherwise, a majority of the directors present may adjourn from time to timeuntil the time fixed for the next regular meeting of the Board of Directors,without notice other than by announcement at the meeting.

 

(b)           At each meeting ofthe Board of Directors at which a quorum is present, all questions and businessshall be determined by the affirmative vote of a majority of the directorspresent, unless a different vote be required by law, the Articles ofIncorporation or these Bylaws.

 

SECTION 22        ACTIONWITHOUT MEETING. Unless otherwise restricted by the Articles of Incorporationor these Bylaws, any action required or permitted to be taken at any meeting ofthe Board of Directors or of any committee thereof may be taken without ameeting, if all members of the Board of Directors or committee, as the case maybe, consent thereto in writing, and such writing or writings are filed with theminutes of proceedings of the Board of Directors or committee.

 

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SECTION 23        FEES ANDCOMPENSATION. Directors shall be entitled to such compensation for theirservices as may be approved by the Board of Directors, including, if soapproved, by resolution of the Board of Directors, a fixed sum and expenses ofattendance, if any, for attendance at each regular or special meeting of theBoard of Directors and at any meeting of a committee of the Board of Directors.Nothing herein contained shall be construed to preclude any director fromserving the corporation in any other capacity as an officer, agent, employee,or otherwise and receiving compensation therefore.

 

SECTION 24        COMMITTEES.

 

(a)           EXECUTIVECOMMITTEE. The Board of Directors may by resolution passed by a majority of thewhole Board of Directors appoint an Executive Committee to consist of one(1) or more members of the Board of Directors. The Executive Committee, tothe extent permitted by law and provided in the resolution of the Board ofDirectors shall have and may exercise all the powers and authority of the Boardof Directors in the management of the business and affairs of the corporation,including without limitation the power or authority to declare a dividend, toauthorize the issuance of stock and to adopt a certificate of ownership andmerger, and may authorize the seal of the corporation to be affixed to allpapers which may require it; but no such committee shall have the power orauthority in reference to amending the Articles of Incorporation (except that acommittee may, to the extent authorized in the resolution or resolutionsproviding for the issuance of shares of stock adopted by the Board of Directorsfix the designations and any of the preferences or rights of such sharesrelating to dividends, redemption, dissolution, any distribution of assets ofthe corporation or the conversion into, or the exchange of such shares for,shares of any other class or classes or any other series of the same or anyother class or classes of stock of the corporation or fix the number of sharesof any series of stock or authorize the increase or decrease of the shares ofany series), adopting an agreement of merger or consolidation, recommending tothe stockholders the sale, lease or exchange of all or substantially all of thecorporation’s property and assets, recommending to the stockholders adissolution of the corporation or a revocation of a dissolution, or amendingthe bylaws of the corporation.

 

(b)           OTHERCOMMITTEES. The Board of Directors may, by resolution passed by a majority ofthe whole Board of Directors, from time to time appoint such other committeesas may be permitted by law. Such other committees appointed by the Board ofDirectors shall consist of one (1) or more members of the Board ofDirectors and shall have such powers and perform such duties as may beprescribed by the resolution or resolutions creating such committees, but in noevent shall such committee have the powers denied to the Executive Committee inthese Bylaws.

 

(c)           TERM.Each member of a committee of the Board of Directors shall serve a term on thecommittee coexistent with such member’s term on the Board of Directors. TheBoard of Directors, subject to the provisions of subsections (a) or(b) of this Bylaw may at any time increase or decrease the number ofmembers of a committee or terminate the existence of a committee. Themembership of a committee member shall terminate on the date of his death orvoluntary resignation from the committee or from the Board of Directors. TheBoard of Directors may at any time for any reason remove any individualcommittee member and the Board of Directors may fill any committee vacancy createdby death, resignation, removal or increase in the number of members of thecommittee. The Board of Directors may designate one or more directors asalternate members of any committee, who may replace any absent or

 

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disqualified member at any meeting of the committee, and, in addition,in the absence or disqualification of any member of a committee, the member ormembers thereof present at any meeting and not disqualified from voting,whether or not he or they constitute a quorum, may unanimously appoint anothermember of the Board of Directors to act at the meeting in the place of any suchabsent or disqualified member.

 

(d)           MEETINGS. Unless theBoard of Directors shall otherwise provide, regular meetings of the ExecutiveCommittee or any other committee appointed pursuant to this Section 25shall be held at such times and places as are determined by the Board ofDirectors, or by any such committee, and when notice thereof has been given toeach member of such committee, no further notice of such regular meetings needbe given thereafter. Special meetings of any such committee may be held at anyplace which has been determined from time to time by such committee, and may becalled by any director who is a member of such committee, upon written notice tothe members of such committee of the time and place of such special meetinggiven in the manner provided for the giving of written notice to members of theBoard of Directors of the time and place of special meetings of the Board ofDirectors. Notice of any special meeting of any committee may be waived inwriting at any time before or after the meeting and will be waived by anydirector by attendance thereat, except when the director attends such specialmeeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened. A majority of the authorized number of members of any suchcommittee shall constitute a quorum for the transaction of business, and theact of a majority of those present at any meeting at which a quorum is presentshall be the act of such committee.

 

SECTION 25        ORGANIZATION.At every meeting of the directors, the Chairman of the Board of Directors, or,if a Chairman has not been appointed or is absent, the President, or if thePresident is absent, the most senior Vice President, or, in the absence of anysuch officer, a chairman of the meeting chosen by a majority of the directorspresent, shall preside over the meeting. The Secretary, or in his absence, anAssistant Secretary directed to do so by the President, shall act as secretaryof the meeting.

 

ARTICLE V

OFFICERS

 

SECTION 26        OFFICERSDESIGNATED. The officers of the corporation shall include, if and whendesignated by the Board of Directors, the Chairman of the Board of Directors,the Chief Executive Officer, the President, one or more vice Presidents, theSecretary, the Chief Financial Officer, the Treasurer, the Controller, all ofwhom shall be elected at the annual organizational meeting of the Board ofDirectors. The Board of Directors may also appoint one or more AssistantSecretaries, Assistant Treasurers, Assistant Controllers and such otherofficers and agents with such powers and duties as it shall deem necessary. TheBoard of Directors may assign such additional titles to one or more of theofficers as it shall deem appropriate. Any one person may hold any number ofoffices of the corporation at any one

 

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time unless specifically prohibited therefrom by law. The salaries andother compensation of the officers of the corporation shall be fixed by or inthe manner designated by the Board of Directors.

 

SECTION 27        TENURE ANDDUTIES OF OFFICERS.

 

(a)           GENERAL. Allofficers shall hold office at the pleasure of the Board of Directors and untiltheir successors shall have been duly elected and qualified, unless soonerremoved. Any officer elected or appointed by the Board of Directors may beremoved at any time by the Board of Directors. If the office of any officerbecomes vacant for any reason, the vacancy may be filled by the Board ofDirectors.

 

(b)           DUTIES OF CHAIRMANOF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors, whenpresent, shall preside at all meetings of the stockholders and the Board ofDirectors. The Chairman of the Board of Directors shall perform other dutiescommonly incident to his office and shall also perform such other duties andhave such other powers as the Board of Directors shall designate from time totime. If there is no President, then the Chairman of the Board of Directorsshall also serve as the Chief Executive officer of the corporation and shallhave the powers and duties prescribed in paragraph (c) of thisSection 28.

 

(c)           DUTIES OF PRESIDENT.The President shall preside at all meetings of the stockholders and at allmeetings of the Board of Directors, unless the Chairman of the Board ofDirectors has been appointed and is present. Unless some other officer has beenelected Chief Executive officer of the corporation, the President shall be thechief executive officer of the corporation and shall, subject to the control ofthe Board of Directors, have general supervision, direction and control of thebusiness and officers of the corporation. The President shall perform otherduties commonly incident to his office and shall also perform such other dutiesand have such other powers as the Board of Directors shall designate from timeto time.

 

(d)           DUTIES OF VICEPRESIDENTS. The Vice Presidents may assume and perform the duties of thePresident in the absence or disability of the President or whenever the officeof President is vacant. The Vice Presidents shall perform other duties commonlyincident to their office and shall also perform such other duties and have suchother powers as the Board of Directors or the President shall designate fromtime to time.

 

(e)           DUTIES OF SECRETARY.The Secretary shall attend all meetings of the stockholders and of the Board ofDirectors and shall record all acts and proceedings thereof in the minute bookof the corporation. The Secretary shall give notice in conformity with theseBylaws of all meetings of the stockholders and of all meetings of the Board ofDirectors and any committee thereof requiring notice. The Secretary shallperform all other duties given him in these Bylaws and other duties commonlyincident to his office and shall also perform such other duties and have suchother powers as the Board of Directors shall designate from time to time. ThePresident may direct any Assistant Secretary to assume and perform the dutiesof the Secretary in the absence or disability of the Secretary, and eachAssistant Secretary shall perform other duties commonly incident to his officeand shall also perform such other duties and have such other powers as the Boardof Directors or the President shall designate from time to time.

 

(f)            DUTIES OF CHIEFFINANCIAL OFFICER. The Chief Financial officer shall keep or cause to be keptthe books of account of the corporation in a thorough and proper manner andshall render statements of the financial affairs of the corporation in suchform and as often as required by the Board of

 

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Directors or the President. The Chief Financial officer, subject to theorder of the Board of Directors, shall have the custody of all funds andsecurities of the corporation. The Chief Financial officer shall perform otherduties commonly incident to his office and shall also perform such other dutiesand have such other powers as the Board of Directors or the President shalldesignate from time to time. The President may direct the Treasurer or anyAssistant Treasurer, or the Controller or any Assistant Controller to assumeand perform the duties of the Chief Financial Officer in the absence ordisability of the Chief Financial Officer, and each Treasurer and AssistantTreasurer and each Controller and Assistant Controller shall perform otherduties commonly incident to his office and shall also perform such other dutiesand have such other powers as the Board of Directors or the President shalldesignate from time to time.

 

SECTION 28        DELEGATION OFAUTHORITY. The Board of Directors may from time totime delegate the powers orduties of any officer to any other officer or agent, notwithstanding anyprovision hereof.

 

SECTION 29        RESIGNATIONS.Any officer may resign at any time by giving written notice to the Board ofDirectors or to the President or to the Secretary. Any such resignation shallbe effective when received by the person or persons to whom such notice isgiven, unless a later time is specified therein, in which event the resignationshall become effective at such later time. Unless otherwise specified in suchnotice, the acceptance of any such resignation shall not be necessary to makeit effective. Any resignation shall be without prejudice to the rights, if any,of the corporation under any contract with the resigning officer.

 

SECTION 30        REMOVAL. Anyofficer may be removed from office at any time, either with or without cause,by the affirmative vote of a majority of the directors in office at the time,or by the unanimous written consent of the directors in office at the time, orby any committee or superior officers upon whom such power of removal may havebeen conferred by the Board of Directors.

 

ARTICLE VI

 

EXECUTION OF CORPORATEINSTRUMENTS AND VOTINGOF SECURITIES OWNED BY THE CORPORATION

 

SECTION 31        EXECUTION OFCORPORATE INSTRUMENTS. The Board of Directors may, in its discretion, determinethe method and designate the signatory officer or officers, or other person orpersons, to execute on behalf of the corporation any corporate instrument ordocument, or to sign on behalf of the corporation the corporate name withoutlimitation, or to enter into contracts on behalf of the corporation, exceptwhere otherwise provided by law or these Bylaws, and such execution orsignature shall be binding upon the corporation.

 

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Unless otherwise specifically determined by the Board of Directors orotherwise required by law, promissory notes, deeds of trust, mortgages andother evidences of indebtedness of the corporation, and other corporateinstruments or documents requiring the corporate seal, and certificates ofshares of stock owned by the corporation, shall be executed, signed or endorsedby the Chairman of the Board of Directors, or the President or any VicePresident, and by the Secretary or Treasurer or any Assistant Secretary orAssistant Treasurer. All other instruments and documents requiring thecorporate signature, but not requiring the corporate seal, may be executed asaforesaid or in such other manner as may be directed by the Board of Directors.

 

All checks and drafts drawn on banks or other depositaries on funds tothe credit of the corporation or in special accounts of the corporation shallbe signed by such person or persons as the Board of Directors shall authorizeso to do.

 

Unless authorized or ratified by the Board of Directors or within theagency power of an officer, no officer, agent or employee shall have any poweror authority to bind the corporation by any contract or engagement or to pledgeits credit or to render it liable for any purpose or for any amount.

 

SECTION 32        VOTING OFSECURITIES OWNED BY THE CORPORATION. All stock and other securities of othercorporations owned or held by the corporation for itself, or for other partiesin any capacity, shall be voted, and all proxies with respect thereto shall beexecuted, by the person authorized so to do by resolution of the Board ofDirectors, or, in the absence of such authorization, by the Chairman of theBoard of Directors, the Chief Executive Officer, the President, or any VicePresident.

 

ARTICLE VII

SHARES OF STOCK

 

SECTION 33        FORM ANDEXECUTION OF CERTIFICATES. Certificates for the shares of stock of thecorporation shall be in such form as is consistent with the Articles ofIncorporation and applicable law. Every holder of stock in the corporationshall be entitled to have a certificate signed by or in the name of thecorporation by the Chairman of the Board of Directors, or the President or anyvice President and by the Treasurer or Assistant Treasurer or the Secretary orAssistant Secretary, certifying the number of shares owned by him in thecorporation. If the certificate is signed by (i) a transfer agent otherthan the corporation or its employees or (ii) a registrar other than thecorporation or its employees, the signatures on the certificate may be facsimiles.In case any officer, transfer agent, or registrar who has signed or whosefacsimile signature has been placed upon a certificate shall have ceased to besuch officer, transfer agent, or registrar before such certificate is issued,it may be issued with the same effect as if he were such officer, transferagent, or registrar at the date of issue. Each certificate shall state upon theface or back thereof, in full or in summary, all of the powers, designations,preferences, and rights, and the limitations or restrictions of the sharesauthorized to be issued or shall, except as otherwise required by law, setforth on the face or back a statement that the corporation will furnish withoutcharge to each stockholder who so requests the powers, designations, preferencesand relative, participating, optional, or other special rights of each class ofstock or series thereof and the qualifications, limitations or restrictions

 

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of such preferences and/or rights. Within a reasonable time after theissuance or transfer of uncertificated stock, the corporation shall send to theregistered owner thereof a written notice containing the information requiredto be, set forth or stated on certificates pursuant to this section orotherwise required by law or with respect to this section a statement that thecorporation will furnish without charge to each stockholder who so requests thepowers, designations, preferences and relative participating, optional or otherspecial rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights. Except asotherwise expressly provided by law, the rights and obligations of the holdersof certificates representing stock of the same class and series shall beidentical.

 

SECTION 34        LOSTCERTIFICATES. A new certificate or certificates shall be issued in place of anycertificate or certificates theretofore issued by the corporation alleged tohave been lost, stolen, or destroyed, upon the making of an affidavit of thatfact by the person claiming the certificate of stock to be lost, stolen, ordestroyed. The corporation may require, as a condition precedent to theissuance of a new certificate or certificates, the owner of such lost, stolen,or destroyed certificate or certificates, or his legal representative, toadvertise the same in such manner as it shall require or to give thecorporation a surety bond in such form and amount as it may direct as indemnityagainst any claim that may be made against the corporation with respect to thecertificate alleged to have been lost, stolen, or destroyed.

 

SECTION 35        TRANSFERS.

 

(a)           Transfers ofrecord of shares of stock of the corporation shall be made only upon its booksby the holders thereof, in person or by attorney duly authorized, and upon thesurrender of a properly endorsed certificate or certificates for a like numberof shares.

 

(b)           The corporationshall have power to enter into and perform any agreement with any number ofstockholders of any one or more classes of stock of the corporation to restrictthe transfer of shares of stock of the corporation of any one or more classesowned by such stockholders in any manner not prohibited by the Generalcorporation law of Nevada.

 

SECTION 36        FIXING RECORDDATES.

 

(a)           In order thatthe corporation may determine the stockholders entitled to notice of or to voteat any meeting of stockholders or any adjournment thereof, the Board ofDirectors may fix, in advance, a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted bythe Board of Directors, and which record date shall not be more than sixty (60)nor less than ten (10) days before the date of such meeting. If no recorddate is fixed by the Board of Directors, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholdersshall be at the close of business on the day next preceding the day on whichnotice is given, or if notice is waived, at the close of business on the daynext preceding the day on which the meeting is held. A determination ofstockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however,that the Board of Directors may fix a new record date for the adjournedmeeting.

 

(b)           Prior to theInitial Public Offering, in order that the corporation may determine thestockholders entitled to consent to corporate action in writing without ameeting, the Board of Directors may fix a record

 

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date, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the Board of Directors, andwhich date shall not be more than 10 days after the date upon which theresolution fixing the record date is adopted by the Board of Directors. Anystockholder of record seeking to have the stockholders authorize or takecorporate action by written consent shall, by written notice to the Secretary,request the Board of Directors to fix a record date. The Board of Directors shallpromptly, but in all events within 10 days after the date on which such arequest is received, adopt a resolution fixing the record date. If no recorddate has been fixed by the Board of Directors within 10 days of the date onwhich such a request is received, the record date for determining stockholdersentitled to consent to corporate action in writing without a meeting, when noprior action by the Board of Directors is required by applicable law, shall bethe first date on which a signed written consent setting forth the action takenor proposed to be taken is delivered to the corporation by delivery to itsregistered office in the State of Nevada, its principal place of business or anofficer or agent of the corporation having custody of the book in whichproceedings of meetings of stockholders are recorded. Delivery made to thecorporation’s registered office shall be by hand or by certified or registeredmail, return receipt requested. If no record date has been fixed by the Boardof Directors and prior action by the Board of Directors is required by law, therecord date for determining stockholders entitled to consent to corporateaction in writing without a meeting shall be at the close of business on theday on which the Board of Directors adopts the resolution taking such prioraction.

 

(c)           In order thatthe corporation may determine the stockholders entitled to receive payment ofany dividend or other distribution or allotment of any rights or thestockholders entitled to exercise any rights in respect of any change,conversion or exchange of stock, or for the purpose of any other lawful action,the Board of Directors may fix, in advance, a record date, which record dateshall not precede the date upon which the resolution fixing the record date isadopted, and which record date shall be not more than sixty (60) days prior tosuch action. If no record date is fixed, the record date for determiningstockholders for any such purpose shall be at the close of business on the dayon which the Board of Directors adopts the resolution relating thereto.

 

SECTION 37        REGISTEREDSTOCKHOLDERS. The corporation shall be entitled to recognize the exclusiveright of a person registered on its books as the owner of shares to receivedividends, and to vote as such owner, and shall not be bound to recognize anyequitable or other claim to or interest in such share or shares on the part ofany other person whether or not it shall have express or other notice thereof,except as otherwise provided by the laws of Nevada.

 

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

 

SECTION 38        EXECUTION OFOTHER SECURITIES. All bonds, debentures and other corporate securities of thecorporation, other than stock certificates (covered in Section 33), may besigned by the Chairman of the Board of Directors, the President or any VicePresident, or such other person as may be authorized by the Board of Directors,and the corporate seal impressed thereon or a facsimile of such seal imprintedthereon and attested by the signature of the Secretary or an AssistantSecretary, or the

 

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Chief Financial Officer or Treasurer or an Assistant Treasurer;provided, however, that where any such bond, debenture or other corporatesecurity shall be authenticated by the manual signature, or where permissiblefacsimile signature, of a trustee under an indenture pursuant to which suchbond, debenture or other corporate security shall be issued, the signatures ofthe persons signing and attesting the corporate seal on such bond, debenture orother corporate security may be the imprinted facsimile of the signatures ofsuch persons. Interest coupons appertaining to any such bond, debenture orother corporate security, authenticated by a trustee as aforesaid, shall besigned by the Treasurer or an Assistant Treasurer of the corporation or suchother person as may be authorized by the Board of Directors, or bear imprintedthereon the facsimile signature of such person. In case any officer who shallhave signed or attested any bond, debenture or other corporate security, orwhose facsimile signature shall appear thereon or on any such interest coupon,shall have ceased to be such officer before the bond, debenture or othercorporate security so signed or attested shall have been delivered, such bond,debenture or other corporate security nevertheless may be adopted by thecorporation and issued and delivered as though the person who signed the sameor whose facsimile signature shall have been used thereon had not ceased to besuch officer of the corporation.

 

ARTICLE IX

DIVIDENDS

 

SECTION 39        DECLARATION OFDIVIDENDS. Dividends upon the capital stock of the corporation, subject to theprovisions of the Articles of Incorporation, if any, may be declared by theBoard of Directors pursuant to law at any regular or special meeting. Dividendsmay be paid in cash, in property, or in shares of the capital stock, subject tothe provisions of the Articles of Incorporation.

 

SECTION 40        DIVIDENDRESERVE. Before payment of any dividend, there may be set aside out of anyfunds of the corporation available for dividends such sum or sums as the Boardof Directors from time to time, in their absolute discretion, think proper as areserve or reserves to meet contingencies, or for equalizing dividends, or forrepairing or maintaining any property of the corporation, or for such otherpurpose as the Board of Directors shall think conducive to the interests of thecorporation, and the Board of Directors may modify or abolish any such reservein the manner in which it was created.

 

ARTICLE X

FISCAL YEAR

 

SECTION 41        FISCAL YEAR.The fiscal year of the corporation shall be fixed by resolution of the Board ofDirectors.

 

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ARTICLE XI

INDEMNIFICATION

 

SECTION 42        INDEMNIFICATIONOF DIRECTORS, EXECUTIVE OFFICERS, OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS.

 

(a)           DIRECTORS ANDEXECUTIVE OFFICERS. The corporation shall indemnify its directors and executiveofficers (for the purposes of this Article XI, “executive officers” shallhave the meaning defined in Rule 3b-7 promulgated under the 1934 Act tothe fullest extent not prohibited by the Nevada general corporation law;provided, however, that the corporation may modify the extent of suchindemnification by individual contracts with its directors and executiveofficers and, provided further, that the corporation shall not be required toindemnify any director or executive officer in connection with any proceeding(or part thereof) initiated by such person unless (i) such indemnificationis expressly required to be made by law, (ii) the proceeding wasauthorized by the Board of Directors of the corporation, (iii) suchindemnification is provided by the corporation, in its sole discretion,pursuant to the powers vested in the corporation under the Nevada generalcorporation law or (iv) such indemnification is required to be made undersubsection (d)

 

(b)           OTHER OFFICERS,EMPLOYEES AND OTHER AGENTS. The corporation shall have power to indemnify itsother officers, employees and other agents as set forth in the Nevada generalcorporation law.

 

(c)           EXPENSES. Thecorporation shall advance to any person who was or is a party or is threatenedto be made a party to any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative, by reasonof the fact that he is or was a director or executive officer, of thecorporation, or is or was serving at the request of the executive officer toenforce a right to indemnification or to an advancement of expenses hereunder,the burden of proving that the director or executive officer is not entitled tobe indemnified, or to such advancement of expenses, under this article XI orotherwise shall be on the corporation.

 

(d)           ENFORCEMENT.Without the necessity of entering into anexpress contract, all rights toindemnification and advances to directors and executive officers under thisBylaw shall be deemed to be contractual rights and be effective to the sameextent and as if provided for in a contract between the corporation and thedirector or executive officer. Any right to indemnification or advances grantedby this Bylaw to a director or executive officer shall be enforceable by or onbehalf of the person holding such right in any court of competent jurisdictionif (i) the claim for indemnification or advances is denied, in whole or inpart, or (ii) no disposition of such claim is made within ninety (90) daysof request therefore. The claimant in such enforcement action, if successful inwhole or in part, shall be entitled to be paid also the expense of prosecutinghis claim. in connection with any claim for indemnification, the corporationshall be entitled to raise as a defense to any such action that the claimanthas not met the standards of conduct that make it permissible under the Nevadageneral corporation law for the corporation to indemnify the claimant for theamount claimed. In connection with any claim by an executive officer of thecorporation (except in any action, suit or proceeding, whether civil, criminal,administrative or investigative, by reason of the fact that such executiveofficer is or was a director of the corporation) for advances, the corporationshall be entitled to raise a defense as to any such action clear and convincingevidence that such person acted in bad faith or in a manner that such persondid not believe to be in or

 

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not opposed to the best interests of the corporation, or with respectto any criminal action or proceeding that such person acted without reasonablecause to believe that his conduct was lawful. Neither the failure of the corporation(including its Board of Directors, independent legal counsel or itsstockholders) to have made a determination prior to the commencement of suchaction that indemnification of the claimant is proper in the circumstancesbecause he has met the applicable standard of conduct set forth in the Nevadageneral corporation law, nor an actual determination by the corporation(including its Board of Directors, independent legal counsel or itsstockholders) that the claimant has not met such applicable standard ofconduct, shall be a defense to the action or create a presumption that claimanthas not met the applicable standard of conduct. In any suit brought by adirector or executive officer to enforce a right to indemnification or to anadvancement of expenses hereunder, the burden of proving that the director orexecutive officer is not entitled to be indemnified, or to such advancement ofexpenses, under this Article XI or otherwise shall be on the corporation.

 

(e)           NON-EXCLUSIVITY OF RIGHTS. The rights conferred onany person by this Bylaw shall not be exclusive of any other right which suchperson may have or hereafter acquire under any statute, provision of theArticles of Incorporation, Bylaws, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in his officialcapacity and as to action in another capacity while holding office. Thecorporation is specifically authorized to enter into individual contracts withany or all of its directors, officers, employees or agents respectingindemnification and advances, to the fullest extent not prohibited by theNevada general corporation law.

 

(f)            SURVIVAL OF RIGHTS. The rights conferred on anyperson by this Bylaw shall continue as to a person who has ceased to be adirector, officer, employee or other agent and shall inure to the benefit ofthe heirs, executors and administrators of such a person.

 

(g)           INSURANCE. To the fullest extent permitted by theNevada general corporation law, the corporation, upon approval by the Board ofDirectors, may purchase insurance on behalf of any person required or permittedto be indemnified pursuant to this Bylaw.

 

(h)           AMENDMENTS. Any repeal or modification of this Bylawshall only be prospective and shall not affect the rights under this Bylaw ineffect at the time of the alleged occurrence of any action or omission to actthat is the cause of any proceeding against any agent of the corporation.

 

(i)            SAVING CLAUSE. If this Bylaw or any portion hereofshall be invalidated on any ground by any court of competent jurisdiction, thenthe corporation shall nevertheless indemnify each director and executiveofficer to the full extent not prohibited by any applicable portion of thisBylaw that shall not have been invalidated, or by any other applicable law.

 

(j)            CERTAIN DEFINITIONS. For the purposes of this Bylaw,the following definitions shall apply:

 

(i)            The term “proceeding” shall be broadly construed andshall include, without limitation, the investigation, preparation, prosecution,defense, settlement, arbitration and appeal of, and the giving of testimony in,any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative.

 

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(ii)           The term “expenses” shall be broadly construed andshall include, without limitation, court costs, attorneys” fees, witness fees,fines, amounts paid in settlement or judgment and any other costs and expensesof any nature or kind incurred in connection with any proceeding.

 

(iii)          The term the “corporation” shall include, inaddition to the resulting corporation, any constituent corporation (includingany constituent of a constituent) absorbed in a consolidation or merger which,if its separate existence had continued, would have had power and authority toindemnify its directors, officers, and employees or agents, so that any personwho is or was a director, officer, employee or agent of such constituentcorporation, or is or was serving at the request of such constituentcorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, shall stand in the sameposition under the provisions of this Bylaw with respect to the resulting orsurviving corporation as he would have with respect to such constituentcorporation if its separate existence had continued.

 

(iv)          References to a “director,” “executive officer,”“officer,” “employee,” or “agent” of the corporation shall include, withoutlimitation, situations where such person is serving at the request of thecorporation as, respectively, a director, executive officer, officer, employee,trustee or agent of another corporation, partnership, joint venture, trust orother enterprise.

 

(v)           References, to “other enterprises” shall includeemployee benefit plans; references to “fines” shall include any excise taxesassessed on a person with respect to an employee benefit plan; and referencesto “serving at the request of the corporation” shall include any service as adirector, officer, employee or agent of the corporation which imposes dutieson, or involves services by, such director, officer, employee, or agent withrespect to an employee benefit plan, its participants, or beneficiaries; and aperson who acted in good faith and in a manner he reasonably believed to be inthe interest of the participants and beneficiaries of an employee benefit planshall be deemed to have acted in a manner “not opposed to the best interests ofthe corporation” as referred to in this Bylaw.

 

ARTICLE XII

NOTICES

 

SECTION 43        NOTICES.

 

(a)           NOTICE TOSTOCKHOLDERS. Whenever, under any provisions of these Bylaws, notice isrequired to be given to any stockholder, it shall be given in writing, timelyand duly deposited in the United States mail, postage prepaid, and addressed tohis last known post office address as shown by the stock record of thecorporation or its transfer agent.

 

(b)           NOTICE TODIRECTORS. Any notice required to be given to any director may be given by themethod stated in subsection (a) , or by facsimile, telex or telegram,except that such notice other than one which is delivered personally shall besent to such address as such director shall have filed in writing with theSecretary, or, in the absence of such filing, to the last known post officeaddress of such director.

 

c)             AFFIDAVIT OFMAILING. An affidavit of mailing, executed by a duly authorized and competentemployee of the corporation or its transfer agent appointed with respect to theclass of stock affected,

 

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specifying the name and address or the names and addresses of thestockholder or stockholders, or director or directors, to whom any such noticeor notices was or were given, and the time and method of giving the same, shallin the absence of fraud, be prima facie evidence of the facts thereincontained.

 

(d)           TIME NOTICESDEEMED GIVEN. All notices given by mail, as above provided, shall be deemed tohave been given as at the time of mailing, and all notices given by facsimile,telex or telegram shall be deemed to have been given as of the sending timerecorded at time of transmission.

 

(e)           METHODS OFNOTICE. It shall not be necessary that the same method of giving notice beemployed in respect of all directors, but one permissible method may beemployed in respect of any one or more, and any other permissible method ormethods may be employed in respect of any other or others.

 

(f)            FAILURE TORECEIVE NOTICE. The period or limitation of time within which any stockholdermay exercise any option or right, or enjoy any privilege or benefit, or be requiredto act, or within which any director may exercise any power or right, or enjoyany privilege, pursuant to any notice sent him in the manner above provided,shall not be affected or extended in any manner by the failure of suchstockholder or such director to receive such notice.

 

(g)           NOTICE TOPERSON WITH WHOM COMMUNICATION IS UNLAWFUL. Whenever notice is required to begiven, under any provision of law or of the Articles of Incorporation or Bylawsof the corporation, to any person with whom communication is unlawful, thegiving of such notice to such person shall not be required and there shall beno duty to apply to any governmental authority or agency for a license orpermit to give such notice to such person. Any action or meeting which shall betaken or held without notice to any such person with whom communication isunlawful shall have the same force and effect as if such notice had been dulygiven.

 

(h)           NOTICE TOPERSON WITH UNDELIVERABLE ADDRESS. Whenever notice is required to be given,under any provision of law or the Articles of Incorporation or Bylaws of thecorporation, to any stockholder to whom (i) notice of two consecutiveannual meetings, and all notices of meetings or of the taking of action bywritten consent without a meeting to such person during the period between suchtwo consecutive annual meetings, or (ii) all, and at least two, payments(if sent by first class mail) of dividends or interest on securities during atwelve-month period, have been mailed addressed to such person at his addressas shown on the records of the corporation and have been returnedundeliverable, the giving of such notice to such person shall not be required.Any action or meeting which shall be taken or held without notice to suchperson shall have the same force and effect as if such notice had been dulygiven. If any such person shall deliver to the corporation a written noticesetting forth his then current address, the requirement that notice be given tosuch person shall be reinstated.

 

ARTICLE XIII

AMENDMENTS

 

SECTION 44 AMENDMENTS. Subject to paragraph (h) of Section 42 of theBylaws, the Bylaws may be altered or amended or new Bylaws adopted by theaffirmative vote of a majority of the voting power of all

 

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of the then-outstanding shares of the Voting Stock. The Board ofDirectors shall also have the power to adopt, amend, or repeal Bylaws.

 

ARTICLE XIV

LOANS TO OFFICERS

 

SECTION 45        LOANS TOOFFICERS. The corporation may lend money to, or guarantee any obligation of, orotherwise assist any officer or other employee of the corporation or of itssubsidiaries, including any officer or employee who is a Director of thecorporation or its subsidiaries, whenever, in the judgment of the Board ofDirectors, such loan, guarantee or assistance may reasonably be expected tobenefit the corporation. The loan, guarantee or other assistance may be with orwithout interest and may be unsecured, or secured in such manner as the Boardof Directors shall approve, including, without limitation, a pledge of shares ofstock of the corporation. Nothing in these Bylaws shall be deemed to deny,limit or restrict the powers of guaranty or warranty of the corporation atcommon law or under any statute.

 

ARTICLE XV

CONTROLLING INTERESTSTATUTES

 

SECTION 46        INAPPLICABILITYOF ACQUISITION OF CONTROLLING INTEREST STATUTES. Notwithstanding any otherprovision in these Bylaws to the contrary, and in accordance with theprovisions of Section 78.378 of the Nevada Revised Statutes (“NRS”),the provisions of NRS §§ 78.378 to 78.3793, inclusive (or any successorstatutes thereto), relating to acquisitions of controlling interests in thecorporation do not apply to any and all acquisitions of shares of thecorporation’s common stock, par value $.001 per share, effected by Financière ElitechSAS, a corporation organized under the laws of France, WESCOR, INC., aUtah corporation, or any of their respective affiliates.

 

CERTIFIED TO BE THE BY-LAWS OF 

 

CORGENIX MEDICAL CORPORATION

 

9-30-2010

 

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