EXHIBIT
3.1(ii)




BYLAWS
 OF
 PROVECTUS
PHARMACEUTICALS, INC.
   
 ARTICLE
I
 STOCKHOLDERS
  Section
      1.1.
              Annual
      Meetings
  An annual
meeting of stockholders shall be held for the election of directors at such date
as may be designated by resolution of the Board of Directors from time to
time.  Any other proper business may be transacted at the annual
meeting.
  Section
      1.2.
              Special
      Meetings
  Special
meetings of stockholders for any purpose or purposes may be called at any time
by the Board of Directors, or by a committee that has been duly designated by
the Board of Directors and has the power and authority to call such meetings,
but such special meetings may not be called by any other person or
persons.
  Section
      1.3.
              Time
      and Place of Meetings
  All
meetings of stockholders shall be held at such time and place, whether within or
without the State of Nevada, as determined by the Board of
Directors.  If authorized by the Board of Directors in its sole
discretion, and subject to such guidelines and procedures as the Board of
Directors may adopt, stockholders and proxyholders not physically present at a
meeting of stockholders may, by means of remote communication:
(a) participate in a meeting of stockholders; and (b) be deemed
present and in person and vote at a meeting of stockholders whether such meeting
is to be held at a designated place or solely by means of remote communication;
provided, that
(i) the Corporation shall implement reasonable measures to verify that each
person deemed present and permitted to vote at the meeting by means of remote
communication is a stockholder or proxyholder; (ii) the Corporation shall
implement measures to provide such stockholders a reasonable opportunity to
participate in the meeting and to vote on matters submitted to the stockholders,
including an opportunity to read or hear the proceedings of the meeting
substantially concurrently with such proceedings, and (iii) if any
stockholder or proxyholder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the Corporation.
  Section
      1.4.
              Notice
      of Meetings
  (a)  Whenever
stockholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which shall state the place, if
any, date and hour of the meeting, the means of remote communications, if any,
by which stockholders and proxyholders may be deemed to be present in person and
vote at such meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.  Unless otherwise provided
by law, the written notice of any meeting shall be given not less than 10 nor
more than 60 days before the date of the meeting to each stockholder entitled to
vote at such meeting.  If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his or her address as it appears on the records of the
Corporation.
   1
  (b)  Without
limiting the manner by which notice otherwise may be given effectively to
stockholders, any notice to stockholders given by the Corporation shall be
effective if given by a form of electronic transmission consented to by the
stockholder to whom the notice is given.  Any such consent shall be
revocable by the stockholder by written notice to the
Corporation.  Any such consent shall be deemed revoked if (i) the
Corporation is unable to deliver by electronic transmission two consecutive
notices given by the Corporation in accordance with such consent and
(ii) such inability becomes known to the secretary or an assistant
secretary of the Corporation or to the transfer agent, or other person
responsible for the giving of notice; provided, however, the inadvertent failure
to treat such inability as a revocation shall not invalidate any meeting or
other action.
  Notice
given pursuant to Section 1.4(b) shall be deemed
given: (i) if by facsimile telecommunication, when directed to a number at
which the stockholder has consented to receive notice; (ii) if by
electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (iii) if by a posting on an
electronic network together with separate notice to the stockholder of such
specific posting, upon the later of (A) such posting and (B) the
giving of such separate notice; and (iv) if by any other form of electronic
transmission, when directed to the stockholder.  An affidavit of the
secretary or an assistant secretary or of the transfer agent or other agent of
the Corporation that the notice has been given by a form of electronic
transmission shall, in the absence of fraud, be prima facie evidence of the
facts stated therein.
  Section
      1.5.
              Adjournments
  Any
meeting of stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time, place, if any, thereof, and the means of
remote communication, if any, by which stockholders and proxyholders may be
deemed to be present in person and vote at such adjourned meeting are announced
at the meeting at which the adjournment is taken.  At the adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting.  If the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
  Section
      1.6.
              Quorum
  At each
meeting of stockholders, except where otherwise provided by law or the Articles
of Incorporation or these Bylaws, the holders of a majority of the outstanding
shares of stock entitled to vote at the meeting, present in person or by proxy,
shall constitute a quorum.  In the absence of a quorum, the
stockholders so present may, by majority vote, adjourn the meeting from time to
time in the manner provided in Section 1.5 of these
Bylaws until a quorum shall attend.  Shares of its own stock belonging
to the Corporation or to another corporation, if a majority of the shares
entitled to vote in the election of directors of such other corporation is held,
directly or indirectly, by the Corporation, shall neither be entitled to vote
nor be counted for quorum purposes; provided, however, that the foregoing shall
not limit the right of any corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.
  Section
      1.7.
              Administration
      of Meetings
  Meetings
of stockholders shall be presided over by the Chairman of the Board, if any, or
in his or her absence by the Vice Chairman of the Board, if any, or in his or
her absence by the President, or in his or her absence by a Vice President, or
in the absence of the foregoing persons, by a chairman designated by the Board
of Directors, or in the absence of such designation, by a chairman chosen at the
meeting.  The Secretary shall act as secretary of the meeting, but in
his or her absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.
 2
 Section
      1.8.
              Voting;
      Proxies
  Except as
otherwise provided by the Articles of Incorporation, each stockholder entitled
to vote at any meeting of stockholders shall be entitled to one vote for each
share of stock held by him which has voting power upon the matter in
question.  Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy,
but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period.  A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power.  A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation.  Voting at
meetings of stockholders need not be by written ballot and need not be conducted
by inspectors unless the Board of Directors, or holders of a majority of the
outstanding shares of all classes of stock entitled to vote thereon present in
person or by proxy at such meeting shall so determine.  If voting at a
meeting of stockholders is conducted by written ballot, such ballots may be
transmitted electronically, provided that any such electronic transmission must
either set forth or be submitted with information from which in can be
determined that the electronic transmission was authorized by the stockholder or
proxyholder.  At all meetings of stockholders for the election of
directors a plurality of the votes cast shall be sufficient to
elect.  All other elections and questions shall, unless otherwise
provided by law or by the Articles of Incorporation or these Bylaws, be decided
by the vote of the holders of a majority of the outstanding shares of stock
entitled to vote thereon present in person or by proxy at the
meeting.
  Section
      1.9.
              Fixing
      Date for Determination of Stockholders of
Record
  For the
purpose of determining the stockholders entitled to notice of, or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to or
dissent from any proposal without a meeting, or to receive notice that any such
corporate action was taken without a meeting or for the purpose of determining
the stockholders entitled to receive payment of any dividend or the allotment of
any rights, or to exercise any rights in respect of any conversion or exchange
of stock or for the purpose of any other lawful action affecting the interests
of stockholders, the Board of Directors may fix, in advance, a date as the
record date for any such determination of stockholders.  Such date
shall be not be more than 60 nor less than 10 days before the date of any such
meeting nor more than 60 days before any such other actions.  If no
record date is fixed, (a) the record date for determining the stockholders
entitled to notice of or to vote at a meeting shall be at the close of business
on the day next preceding the date on which notice is given, or, if no notice is
given, on the day next preceding the day on which the meeting is held;
(b) the record date for determining the stockholders entitled to express
written consent to the taking of any corporate action without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed; and (c) the record date for
determining stockholders for any purpose other than those specified in (a) and (b) above shall
be the close of business on the day on which the resolution of the Board of
Directors relating thereto is adopted.
  Section
      1.10.
              List
      of Stockholders Entitled to Vote
  The
Secretary shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  The Corporation shall not be required to include
electronic mail addresses or other
   3
   
  Section
      1.11.
              Action
      by Consent of Stockholders
  (a)  Unless
otherwise restricted by the Articles of Incorporation, any action required or
permitted to be taken at any annual or special meeting of the stockholders may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.  Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
  (b)  A
telegram, cablegram or other electronic transmission consenting to an action to
be taken and transmitted by a stockholder or proxyholder, or by a person or
persons authorized to act for a stockholder or proxyholder, shall be deemed to
be written, signed and dated for the purposes of this section, provided that any
such telegram, cablegram or other electronic transmission sets forth or is
delivered with information from which the Corporation can determine
(i) that the telegram, cablegram or other electronic transmission was
transmitted by the stockholder or proxyholder or by a person or persons
authorized to act for the stockholder or proxyholder and (ii) the date on
which such stockholder or proxyholder or authorized person or persons
transmitted such telegram, cablegram or electronic transmission.  The
date on which such telegram, cablegram or electronic transmission is transmitted
shall be deemed to be the date on which such consent was signed.  No
consent given by telegram, cablegram or other electronic transmission shall be
deemed to have been delivered until such consent is reproduced in paper form and
until such paper form shall be delivered to the Corporation by delivery to its
registered office in the State of Nevada, its principal place of business or an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded.  Delivery made
to the Corporation’s registered office in the State of Nevada shall be made by
hand or by certified or registered mail, return receipt
requested.  Notwithstanding the foregoing limitations on delivery,
consents given by telegram, cablegram or other electronic transmission may be
otherwise delivered to the principal place of business of the Corporation or to
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded if, to the extent and in
the manner provided by resolution of the board of directors of the
Corporation.  Any copy, facsimile or other reliable reproduction of a
consent in writing may be substituted or used in lieu of the original writing
for any and all purposes for which the original writing could be used, provided
that such copy, facsimile or other reproduction shall be a complete reproduction
of the entire original writing.
  4
  ARTICLE
II
  BOARD
OF DIRECTORS
  Section
      2.1.
              Election;
      Resignation; Removal; Vacancies
  At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect Directors to replace those Directors whose terms then
expire.  Any Director may resign at any time upon notice given in
writing or by electronic transmission to the Corporation.  Any
director or the whole Board of Directors may be removed for cause or without
cause by vote of a majority of the stockholders at a special meeting called for
that purpose.  Any vacancy occurring in the Board of Directors,
whether resulting from the resignation or removal of a Director or from an
increase in the number of Directors as provided in the Articles, may be filled
by the affirmative vote of a majority of the Board, although such majority is
less than a quorum, or by a plurality of the votes cast at a meeting of
stockholders, and any Director so elected shall hold office until the expiration
of his or her term.
  Section
      2.2.
              Regular
      Meetings
  Regular
meetings of the Board of Directors may be held at such places within or without
the State of Nevada and at such times as the Board of Directors may from time to
time determine, and if so determined notices thereof need not be
given.
  Section
      2.3.
              Special
      Meetings
  Special
meetings of the Board of Directors may be held at any time or place within or
without the State of Nevada whenever called by the President, any Vice
President, the Secretary, or by any member of the Board of
Directors.  Reasonable notice thereof shall be given by the person or
persons calling the meeting, not later than the second day before the date of
the special meeting.
  Section
      2.4.
              Telephonic
      Meetings Permitted
  Members
of the Board of Directors, or any committee designated by the Board, may
participate in a meeting of such Board or committee by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this bylaw shall constitute presence in person at such
meeting.
  Section
      2.5.
              Quorum;
      Vote Required for Action
  At all
meetings of the Board of Directors a majority of the whole Board shall
constitute a quorum for the transaction of business.  Except in cases
in which the Articles of Incorporation or these Bylaws otherwise provide, the
vote of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
  Section
      2.6.
              Administration
      of Meetings
  Meetings
of the Board of Directors shall be presided over by the Chairman of the Board,
if any, or in his or her absence by the Vice Chairman of the Board, if any, or
in his or her absence by the President, or in their absence by a chairman chosen
at the meeting.  The Secretary shall act as secretary of the meeting,
but in his or her absence the chairman of the meeting may appoint any person to
act as secretary of the meeting.
  5
 Section
      2.7.
              Informal
      Action by Directors
  Unless
otherwise restricted by the Articles of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee may be taken without a meeting if all members of
the Board of Directors or such committee, as the case may be, consent thereto in
writing or by electronic transmission, and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board of Directors or committee.  Such filing shall be in paper form
if the minutes are maintained in paper form and shall be in electronic form if
the minutes are maintained in electronic form.
  Section
      2.8.
              Chairman
  The Board
of Directors may designate a Chairman (or one or more
Co-Chairmen).  The Chairman shall preside over the meetings of the
Board of Directors and of the shareholders at which he or she shall be
present.  If there be more than one, the Co-Chairmen designated by the
Board of Directors will perform such duties.  The Chairman or
Co-Chairmen shall perform such other duties as may be assigned to him, her or
them by the Board of Directors.
  Section
      2.9.
              Committees
  The Board
of Directors may, by resolution passed by a majority of the whole Board of
Directors, designate one or more committees.  Each committee shall
include one or more of the directors of the Corporation and may include natural
persons who are not directors of the Corporation.  The Board of
Directors may designate one or more directors or other persons as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.  In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in a place of any such absent or disqualified member.  Any
such committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.  Unless the Board of
Directors otherwise provides, each committee designated by the Board of
Directors may make, alter and repeal rules for the conduct of its
business.  In the absence of such rules, each committee shall conduct
its business in the same manner as the Board of Directors conducts its business
pursuant to Article II of these
Bylaws.
  ARTICLE
III
  OFFICERS
  Section
      3.1.
              Election
      of Executive Officers; Term of
Office
  The
officers of the Corporation shall include a President, a Secretary and a
Treasurer, and may include a Chairman (or one or more Co-Chairmen of the Board),
a Vice Chairman, one or more Vice Presidents, a Chief Operating Officer, a Chief
Financial Officer, one or more Assistant Secretaries and one or more Assistant
Treasurers.  In addition, the Board of Directors may from time to time
appoint such other officers with such powers and duties as they shall seem
necessary or desirable.  Any number of offices may be held by the same
person.  Each such officer shall hold office until the first meeting
of the Board of Directors after the annual meeting of shareholders next
succeeding his or her election, and until his or her successor is elected and
qualified or until his or her earlier resignation or removal.
   6
  Section
      3.2.
              Resignation;
      Removal; Vacancies
  Any
officer may resign at any time upon written notice to the
Corporation.  The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation.  Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by the
Board of Directors at any regular or special meeting.
  Section
      3.3.
              Powers
      and Duties of Executive Officers
  The
officers of the Corporation shall have such powers and duties in the management
of the Corporation as may be prescribed by the Board of Directors and, to the
extent not so provided, as set forth below (subject to the control of the Board
of Directors):
  (a)  Chief Executive
Officer.  The Board of Directors may designate a Chief
Executive Officer.  In the absence of such designation, the President
shall be the Chief Executive Officer of the Corporation.  The Chief
Executive Officer shall have general and active management and control of the
overall business and affairs of the Corporation subject to the control of the
Board.  He or she shall see that all orders and resolutions of the
Board are carried into effect and, in connection therewith, shall be authorized
to delegate to the President and other executive officers such of his or her
powers and duties as the Chief Executive Officer may deem
advisable.  He or she shall also have such other powers and duties as
may be assigned from time to time by the Board.
  (b)  President.  The
President shall have general and active management and control over the daily
operations of the Corporation, including the right to hire and discharge
employees other than elective officers, subject however to the control of the
Board and the Chief Executive Officer if designated.  In the absence
of a designation of a Chief Executive Officer by the Board of Directors, the
President shall be the Chief Executive Officer; and in the absence of a
designation of a Chief Operating Officer by the Board of Directors, the
President shall be the Chief Operating Officer.  The President shall,
when present and in the absence or disability of the Chairman or the Chief
Executive Officer, preside at all meetings of the shareholders and of the Board
of Directors.  The President may sign, either alone or with the
Secretary, an Assistant Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
Corporation and any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or
executed.  He or she shall also have such other powers and duties as
are incident to the office of President or as may be assigned from time to time
by the Board or the Chief Executive Officer.
  (c)  Chief Operating
Officer.  The Board of Directors may designate a Chief
Operating Officer.  In the absence of such designation, the President
shall be the Chief Operating Officer.  The Chief Operating Officer
shall have such powers and duties as may be assigned from time to time by the
Board or the Chief Executive Officer.
  (d)  Chief Financial
Officer.  The Board of Directors may designate a Chief
Financial Officer.  In the absence of a designation of a Treasurer by
the Board of Directors, the Chief Financial Officer Treasurer shall be the
Treasurer of the Corporation.  The Chief Financial Officer shall have
such powers and duties as may be assigned from time to time by the Board or the
Chief Executive Officer.
  7
 (e)  Vice-Presidents.  The
Vice-Presidents, if any, in order of their seniority or in any other order
determined by the Board of Directors shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President and shall
severally assist the President in the management of the business of the
Corporation and the implementation of resolutions of the Board, and in the
performance of such other duties as the President may from time to time
prescribe.  The duties of any assistant vice presidents shall be as
set by the President.
  (f)  Secretary.  The
Secretary shall: (i) keep the minutes of the shareholders’ and of the Board
of Directors’ meetings in one or more books provided for that purpose;
(ii) see that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law; (iii) be custodian of the corporate
records and of the seal (if any) of the Corporation and see that said seal is
affixed to all documents, the execution of which on behalf of the Corporation
under its seal is duly authorized; (iv) keep a register of the post office
address of each shareholder which shall be furnished to the Secretary by such
shareholder; (v) sign, with the President or a Vice-President, certificates
for shares of the Corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors; (vi) have general charge of the
share transfer books of the Corporation; and (vii) in general perform all
duties as from time to time may be assigned to the Secretary by the Board of
Directors, the Chief Executive Officer or the President.
  (g)  Assistant
Secretaries.  The Assistant Secretaries, if any, in order of
their seniority or in any other order determined by the Board shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as the Board of
Directors or the Secretary may from time to time prescribe.
  (h)  Treasurer.  The
Treasurer shall have the custody of the funds and securities of the Corporation
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.  In the absence of a designation of a Chief Financial
Officer by the Board of Directors, the Treasurer shall be the Chief Financial
Officer of the Corporation.  The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer, President and
directors, at the regular meetings of the Board, or whenever they may require
it, an account of all his or her transactions as Treasurer and of the financial
condition of the Corporation.  If required by the Board of Directors,
the Treasurer shall give the Corporation a bond for such term, in such sum and
with such surety or sureties as shall be satisfactory to the Board for the
faithful performance of the duties of his or her office and for the restoration
to the Corporation, in case of his or her death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his or her possession or under his or her control belonging to
the Corporation.
  (i)  Assistant
Treasurers.  The Assistant Treasurers, if any, in the order of
their seniority or in any other order determined by the Board, shall in the
absence or disability of the Treasurer, perform the duties and exercise the
power of the Treasurer and shall perform such other duties as the Board of
Directors or the Treasurer shall prescribe.
  8




ARTICLE
IV
 SHARES
OF STOCK
   Section 4. 01.  Form of
Certificate
  Shares of the Corporation may be owned either in (i) certificated form, in which
ownership of the shares is represented by a physical certificate, or (ii)
uncertificated form, pursuant to a Direct Registration System in connection with
which shares will be held in book-entry form and no physical certificate will be
printed.  Each shareholder shall be entitled upon request to a
certificate or certificates which shall represent and certify the number and
kind and class of shares owned by him in the Corporation.  Each
certificate shall be signed by the President or Vice President and by the
Secretary or the Assistant Secretary and shall be sealed with the corporate
seal.
  Section 4.02. 
Signatures
  The signatures on a certificated stock certificate may be either manual or
facsimile signatures and the seal may be either facsimile or any other form of
seal.  In case any officer who has signed any certificates ceases to
be an officer of the Corporation before the certificate is issued, the
certificate may nevertheless be issued by the Corporation with the same effect
as if the officer had not ceased to be such officer as of the date of its
issue.  All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.
  Section 4.03. 
Transfer
  Transfers of shares shall be
made either (i) if in certificated form, by a transfer of the stock certificate
representing the shares, or (ii) if in uncertificated form, by electronic
book-entry transfer pursuant to a Direct Registration System.  Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, or upon transfer of book-entry
ownership, it shall be the duty of the Corporation to issue new shares to the
person entitled thereto, cancel the old shares and record the transaction upon
its books.  The person registered on the books of the Corporation as
the owner of any shares of stock shall be entitled to all the rights of
ownership with respect to such shares.
  Section 4.04.  Payment of
Shares
  The consideration for the issuance of shares may be paid, in whole or in part,
in money, in other property, tangible or intangible, or in labor or services
actually performed for the Corporation.  When payment of the
consideration for which shares are to be issued shall have been received by the
Corporation, such shares shall be deemed to be fully paid and
nonassessable.  In the absence of fraud in the transaction, the
judgment of the Board of Directors as to the value of the consideration received
for shares shall be conclusive.  No share shall be issued until the
share is fully paid.
  Section 4.05.  Share
Issuances
  Shares of capital stock of the Corporation shall not be issued except on a
majority vote of the Board of Directors.  The vote of each director
shall appear in the written minutes of each Board of Directors’ meeting in which
the issuance of shares was approved.
  Section 4.06. 
Dividends
  The holders of the capital stock of the Corporation shall be entitled to
receive, when and as declared by the Board of Directors, solely out of
unreserved and unrestricted earned surplus, dividends payable either in cash, in
property, or in shares of capital stock.  No dividends shall be paid
upon the capital stock in any medium if the source out of which it is proposed
to pay the dividend is due to or arises from unrealized appreciation in value or
from a revaluation of assets, or if the Corporation is, or is thereby rendered,
incapable of paying its debts as they become due in the usual course of its
business.
 
 
 9
  ARTICLE
V
 MISCELLANEOUS
  Section
5.1    Fiscal Year
  The
fiscal year of the Corporation shall be determined by resolution of the Board of
Directors.
  Section
5.2   Seal
  The
corporate seal, if one, shall have the name of the Corporation inscribed thereon
and shall be in such form as may be approved from time to time by the Board of
Directors.
  Section
5.3  Waiver of Notice of Meetings of Stockholders, Directors and
Committees
  Any
written waiver of notice, signed by the person entitled to notice, or a waiver
by electronic transmission by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to
notice.  Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose
of any regular or special meeting of the stockholders, directors, or members of
a committee need be specified in any written waiver of notice or any waiver by
electronic transmission.
  Section
5.4  Interested Directors; Quorum
  No
contract or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board or committee which
authorizes the contract or transaction, or solely because his or her or their
votes are counted for such purpose, if: (a) the material facts as to his or
her relationship or interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or the committee, and the Board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (b) the material facts as
to his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (c) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified by the Board
of Directors, a committee, or the stockholders.  Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.
  Section
5.5  Form of Records
  Any
records maintained by the Corporation in the regular course of its business,
including its stock ledger, books of account, and minute books, may be kept on,
or by means of, or be in the form of any information storage device or method,
provided that the records so kept can be converted into clearly legible paper
form within a reasonable time.  The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect such records
pursuant to any provision of this chapter.
  Section
5.6  Dividends and Distributions
  Subject
to all applicable requirements of law and to any applicable provisions of the
Articles of Incorporation, these Bylaws and any indenture or other agreement to
which the Corporation is a party or by which it is bound, the Board of Directors
may declare to be payable, in cash, in other property or in shares of the
Corporation’s stock of any class or series, such dividends and distributions
upon or in respect of outstanding stock of the Corporation of any class or
series as the Board may at any time or from time to time deem to be
advisable.  Before declaring any such dividend or distribution, the
Board of Directors may cause to be set aside, out of any funds or other property
or assets of the Corporation legally available for the payment of dividends or
distributions, such sum or sums as the Board, in the absolute discretion of its
members, may consider to be proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the Board may deem
conducive to the interest of the Corporation, and the Board may modify or
abolish any such reserve in the manner in which it was created.
  Section
5.7  Checks, Notes, etc.
  All
checks or other orders for payment of money and notes or other instrument
evidencing indebtedness or obligations of the Corporation shall be signed by
such officer or officers or such other person or persons as the Board of
Directors may from time to time designate.
  Section
5.8  Securities of other Corporations; Acting as General
Partner
  Unless
otherwise ordered by the Board of Directors, the Chief Executive Officer or the
President shall have full power and authority on behalf of the
Corporation:  (d) to attend and to act and to vote, or to execute
proxies to vote, at any meetings of stockholders of any corporation in which the
Corporation may hold stock, and at any such meeting shall possess and may
exercise, in person or by proxy, any and all rights, powers and privileges
incident to the ownership of such stock; and (e) to exercise all rights of
the general partner in any partnership of which the Corporation shall be a
general partner.  The Board of Directors may, by resolution, from time
to time, confer like powers upon any other person or persons.
  Section
5.9  Electronic Transmissions
  The term
“electronic transmission”, where used herein, shall mean any form of
communication, not directly involving the physical transmission of paper, that
creates a record that may be retained, retrieved, and reviewed by a recipient
thereof, and that may be directly reproduced in paper form by such a recipient
through an automated process.
  Section
5.10  Amendment of Bylaws
  These
Bylaws may be altered or repealed, and new Bylaws made, only as set forth in the
Articles of Incorporation.
  
  10