Exhibit
3.2
 
 BYLAWS
 OF
 SYNTEC
BIOFUEL, INC.
 
 TABLE OF
CONTENTS
 
 Section
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        PageSECTION
      1. OFFICES
                                                                                                        3SECTION
      2. SHAREHOLDERS
                                                                                                        32.1
                                                                                                        
                                                                                                        Annual
      Meeting
                                                                                                        32.2
                                                                                                        
                                                                                                        Special
      Meetings
                                                                                                        32.3
                                                                                                        
                                                                                                        Meetings
      by Communications Equipment
                                                                                                        32.4
                                                                                                        
                                                                                                        Date,
      Time and Place of Meeting
                                                                                                        32.5
                                                                                                        
                                                                                                        Notice
      of Meeting
                                                                                                        32.6
                                                                                                        
                                                                                                        Waiver
      of Notice
                                                                                                        42.7
                                                                                                        
                                                                                                        Fixing
      of Record Date for Determining Shareholders
                                                                                                        42.8
                                                                                                        
                                                                                                        Voting
      Record
                                                                                                        42.9
                                                                                                        
                                                                                                        Quorum
                                                                                                        42.10
                                                                                                        
                                                                                                        Manner
      of Acting
                                                                                                        52.11
                                                                                                        
                                                                                                        Proxies
                                                                                                        52.12
                                                                                                        
                                                                                                        Voting
      Shares
                                                                                                        52.13
                                                                                                        
                                                                                                        Voting
      for Directors
                                                                                                        52.14
                                                                                                        
                                                                                                        Action
      by Shareholders Without a Meeting
                                                                                                        5SECTION
      3. BOARD OF DIRECTORS
                                                                                                        53.1
                                                                                                        
                                                                                                        General
      Powers
                                                                                                        53.2
                                                                                                        
                                                                                                        Number,
      Classification and Tenure
                                                                                                        63.3
                                                                                                        
                                                                                                        Annual
      and Regular Meetings
                                                                                                        63.4
                                                                                                        
                                                                                                        Special
      Meetings
                                                                                                        63.5
                                                                                                        
                                                                                                        Meetings
      by Communications Equipment
                                                                                                        63.6.1
                                                                                                        
                                                                                                        Personal
      Delivery
                                                                                                        63.6.2
                                                                                                        
                                                                                                        Delivery
      By Mail
                                                                                                        73.6.3
                                                                                                        
                                                                                                        Delivery
      by Private Carrier
                                                                                                        73.6.4
                                                                                                        
                                                                                                        Facsimile
      Notice
                                                                                                        73.6.5
                                                                                                        
                                                                                                        Delivery
      by Telegraph
                                                                                                        73.7
                                                                                                        
                                                                                                        Waiver
      of Notice
                                                                                                        73.7.1
                                                                                                        
                                                                                                        In
      Writing
                                                                                                        73.7.2
                                                                                                        
                                                                                                        By
      Attendance
                                                                                                        73.8
                                                                                                        
                                                                                                        Quorum
                                                                                                        73.9
                                                                                                        
                                                                                                        Manner
      of Acting
                                                                                                        83.10
                                                                                                        
                                                                                                        Presumption
      of Assent
                                                                                                        83.11
                                                                                                        
                                                                                                        Action
      By Board Or Committees Without A Meeting
                                                                                                        83.12
                                                                                                        
                                                                                                        Resignation
                                                                                                        83.13
                                                                                                        
                                                                                                        Removal
                                                                                                        83.14
                                                                                                        
                                                                                                        Vacancies
                                                                                                        83.15
                                                                                                        
                                                                                                        Executive
      and Other Committees
                                                                                                        83.15.1
                                                                                                        
                                                                                                        Creation
      of Committees
                                                                                                        83.15.2
                                                                                                        
                                                                                                        Authority
      of Committees
                                                                                                        93.15.3
                                                                                                        
                                                                                                        Minutes
      of Meetings
                                                                                                        93.15.4
                                                                                                        
                                                                                                        Removal
                                                                                                        93.16
                                                                                                        
                                                                                                        Compensation
                                                                                                        9
 - 1
-
  SECTION
      4. OFFICERS
                                                                                                                                                        94.1
                                                                                                                                                        
                                                                                                                                                        Appointment
      and Term
                                                                                                                                                        94.2
                                                                                                                                                        
                                                                                                                                                        Resignation
                                                                                                                                                        94.3
                                                                                                                                                        
                                                                                                                                                        Removal
                                                                                                                                                        94.4
                                                                                                                                                        
                                                                                                                                                        Contract
      Rights of Officers
                                                                                                                                                        94.5
                                                                                                                                                        
                                                                                                                                                        Chairman
      of the Board
                                                                                                                                                        104.6
                                                                                                                                                        
                                                                                                                                                        President
                                                                                                                                                        104.7
                                                                                                                                                        
                                                                                                                                                        Vice
      President
                                                                                                                                                        104.8
                                                                                                                                                        
                                                                                                                                                        Secretary
                                                                                                                                                        104.9
                                                                                                                                                        
                                                                                                                                                        Treasurer
                                                                                                                                                        104.10
                                                                                                                                                        
                                                                                                                                                        Salaries
                                                                                                                                                        10SECTION
      5. CONTRACTS, LOANS, CHECKS AND DEPOSITS
                                                                                                                                                        105.1
                                                                                                                                                        
                                                                                                                                                        Contracts
                                                                                                                                                        105.2
                                                                                                                                                        
                                                                                                                                                        Loans
      to the Corporation
                                                                                                                                                        565.3
                                                                                                                                                        
                                                                                                                                                        Checks,
      Drafts, Etc.
                                                                                                                                                        115.4
                                                                                                                                                        
                                                                                                                                                        Deposits
                                                                                                                                                        11SECTION
      6. CERTIFICATES FOR SHARES AND THEIR TRANSFER
                                                                                                                                                        116.1
                                                                                                                                                        
                                                                                                                                                        Issuance
      Of Shares
                                                                                                                                                        116.2
                                                                                                                                                        
                                                                                                                                                        Certificates
      For Shares
                                                                                                                                                        116.3
                                                                                                                                                        
                                                                                                                                                        Stock
      Records
                                                                                                                                                        116.4
                                                                                                                                                        
                                                                                                                                                        Restriction
      on Transfer
                                                                                                                                                        116.5
                                                                                                                                                        
                                                                                                                                                        Transfer
      of Shares
                                                                                                                                                        126.6
                                                                                                                                                        
                                                                                                                                                        Lost
      or Destroyed Certificates
                                                                                                                                                        12SECTION
      7. BOOKS AND RECORDS
                                                                                                                                                        12SECTION
      8. ACCOUNTING YEAR
                                                                                                                                                        12SECTION
      9. SEAL
                                                                                                                                                        12SECTION
      10. INDEMNIFICATION
                                                                                                                                                        1310.1
                                                                                                                                                        
                                                                                                                                                        Right
      to Indemnification
                                                                                                                                                        1310.2
                                                                                                                                                        
                                                                                                                                                        Restrictions
      On Indemnification
                                                                                                                                                        1310.3
                                                                                                                                                        
                                                                                                                                                        Advancement
      of Expenses
                                                                                                                                                        1310.4
                                                                                                                                                        
                                                                                                                                                        Right
      Of Indemnitee To Bring Suit
                                                                                                                                                        1310.5
                                                                                                                                                        
                                                                                                                                                        Procedures
      Exclusive
                                                                                                                                                        1310.6
                                                                                                                                                        
                                                                                                                                                        Nonexclusivity
      of Rights
                                                                                                                                                        1410.7
                                                                                                                                                        
                                                                                                                                                        Insurance,
      Contracts and Funding
                                                                                                                                                        1410.8
                                                                                                                                                        
                                                                                                                                                        Identification
      of Employees and Agents of the Corporation
                                                                                                                                                        1410.9
                                                                                                                                                        
                                                                                                                                                        Persons
      Serving Other Entities
                                                                                                                                                        14SECTION
      11. LIMITATION OF LIABILITY
                                                                                                                                                        14SECTION
      12. AMENDMENTS
                                                                                                                                                        14
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   BYLAWS
 OF
 SYNTEC
BIOFUEL, INC.
 
 SECTION
1. OFFICES
 
 The
principal office of the corporation shall be located at the principal place of
business or such other place as the Board of Directors ("Board") may designate.
The corporation may have such other offices as the Board may designate or as the
business of the corporation may require.
 
 SECTION
2. SHAREHOLDERS
 
 2.1         
Annual Meeting
 
 The
annual meeting of the shareholders to elect Directors and transact such other
business as may properly come before the meeting shall be held on a date not
more than 180 days after the end of the corporation's fiscal year, such date and
time to be determined by the Board.
 
 2.2         
Special
Meetings
 
 (a)
              Subject
      to paragraph 2.2(b), the Chairman of the Board, the President or the Board
      may call special meetings of the shareholders for any purpose. Further, a
      special meeting of the shareholders shall be held if the holders of not
      less than 25% of all the votes entitled to be cast on any issue proposed
      to be considered at such special meeting have dated, signed and delivered
      to the Secretary one or more written demands for such meeting, describing
      the purpose or purposes for which it is to be
  held.
 
 (b)
              So
      long as the Corporation is a public company, special meetings of the
      shareholders of the Corporation for any purpose may be called at any time
      by the Board or, if the Directors in office constitute fewer than a quorum
      of the Board, by the affirmative vote of a majority of all the Directors
      in office, but such special meetings may not be called by any other person
      or persons.
 
 2.3         
Meetings by Communications
Equipment
 
 Shareholders
may participate in any meeting of the shareholders by any means of communication
by which all persons participating in the meeting can hear each other during the
meeting. Participation by such means shall constitute presence in person at a
meeting.
 
 2.4         
Date, Time and Place of
Meeting
 
 Except as
otherwise provide in these Bylaws, all meetings of shareholders, including those
held pursuant to demand by shareholders, shall be held on such date and at such
time and place designated by or at the direction of the Board.
 
 2.5         
Notice of
Meeting
 
 Written
notice stating the place, day and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called shall
be given by or at the direction of the Board, the Chairman of the Board, the
President or the Secretary to each shareholder entitled to notice of or to vote
at the meeting not less than 10 nor more than 60 days before the meeting, except
that notice of a meeting to act on an amendment to the Articles of
Incorporation, a plan of merger or share exchange, the sale, lease, exchange or
other disposition of all or substantially all of the corporation's assets other
than in the regular course of business or the dissolution of the corporation
shall be given not less than 20 or more than 60 days before such meeting. If an
annual or special shareholders' meeting is adjourned to a different date, time
or place, no notice of the new date, time or place is required if they are
announced at the meeting before adjournment. If a new record date for the
adjourned meeting is or must be fixed, notice of the adjourned meeting must be
given to shareholders entitled to notice of or to vote as of the new record
date.
   Such
notice may be transmitted by mail, private carrier, personal delivery,
telegraph, teletype or communications equipment that transmits a facsimile of
the notice. If those forms of written notice are impractical in the view of the
Board, the Chairman of the Board, the President or the Secretary, written notice
may be transmitted by an advertisement in a newspaper of general circulation in
the area of the corporation's principal office. If such notice is mailed, it
shall be deemed effective when deposited in the official government mail,
first-class postage prepaid, properly addressed to the shareholder at such
shareholder's address as it appears in the corporation's current record of
shareholders. Notice given in any other manner shall be deemed effective when
dispatched to the shareholder’s address, telephone number or other number
appearing on the records of the corporation. Any notice given by publication as
herein provided shall be deemed effective five days after first
publication.
  - 3
-
   2.6         
Waiver of
Notice
 
 Whenever
any notice is required to be given by an shareholder under the provisions of
these Bylaws, the Articles of Incorporation or the Washington Business
Corporation Act, a waiver of notice in writing, signed by the person or persons
entitled to such notice and delivered to the corporation, whether before or
after the date and time of the meeting or before or after the action to be taken
by consent is effective, shall be deemed equivalent to the giving of such
notice. Further, notice of the time, place and purpose of any meeting will be
deemed to be waived by any shareholder by attendance in person or by proxy,
unless such shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting.
 
 2.7         
Fixing of Record Date for
Determining Shareholders
 
 For the
purpose of determining shareholders entitled (a) to notice of or to vote at any
meeting of shareholders or any adjournment thereof, (b) to demand a special
meeting, or (c) to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the Board may fix a future
date as the record date for any such determination. Such record date shall be
not more than 70 days, and, in case of a meeting of shareholders, not less than
10 days, prior to the date on which the particular action requiring such
determination is to be taken. If no record date is fixed for the determination
of shareholders entitled to notice of or to vote a meeting, the record date
shall be the day immediately preceding the date on which notice of the meeting
is first given to shareholders. Such a determination shall apply to any
adjournment of the meeting unless the Board fixes a new record date, which it
shall do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting. If no record date is set for the determination
of shareholders entitled to receive payment of any stock, dividend or
distribution (other than one involving a purchase, redemption or other
acquisition of the corporation's shares), the record date shall be the date the
Board authorizes the stock dividend or distribution.
 
 2.8         
Voting Record
 
 At least
10 days before each meeting of shareholders, an alphabetical list of the
shareholders entitled to notice of such meeting shall be made, arranged by
voting group and by each class or series of shares, with the address of and
number of shares held by each shareholder. This record shall be kept at the
principal office of the corporation for 10 days prior to such meeting, and shall
be kept open at such meeting, for the inspection of any shareholder or any
shareholder’s agent or attorney.
 
 2.9         
Quorum
 
 Except
with respect to any greater requirement contained in the Articles of
Incorporation or the Washington Business Corporation Act, one-third of the votes
entitled to be cast on a matter by the holders of shares that, pursuant to the
Articles of Incorporation or the Washington Business Corporation Act, are
entitled to vote and be counted collectively upon such matter, represented in
person or by proxy, shall constitute a quorum of such shares at a meeting of
shareholders. If less than the required number of such votes is represented at a
meeting, a majority of the votes so represented may adjourn the meeting from
time to time. Any business may be transacted at a reconvened meeting that might
have been transacted at the meeting as originally called, provided a quorum is
present or represented at such meeting. Once a share is represented for any
purpose at a meeting other than solely to object to holding the meeting or
transacting business, it is deemed present for quorum purposes for the remainder
of the meeting and any adjournment (unless a new record date is or must be set
for the adjourned meeting), notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
  - 4
-
   2.10       
Manner of Acting
 
 If a
quorum is present, action on a matter other than the election of Directors shall
be approved if the votes cast in favor of the action by the shares entitled to
vote and be counted collectively upon such matter exceed the votes cast against
such action by the shares entitled to vote and be counted collectively thereon,
unless the Articles of Incorporation or the Washington Business Corporation Act
requires a greater number of affirmative votes. Whenever the Washington Business
Corporation Act permits a corporation's bylaws to specify that a lesser number
of shares than would otherwise be required shall suffice to approve an action by
shareholders, these Bylaws hereby specify that the number of shares required to
approve such an action shall be such lesser number.
 
 2.11       
Proxies
 
 As
shareholder may vote by proxy executed in writing by the shareholder or by his
or her attorney-in-fact or agent. Such proxy shall be effective when received by
the Secretary or other officer or agent authorized to tabulate votes. A proxy
shall become invalid 11 months after the date of its execution, unless otherwise
provided in the proxy. A proxy with respect to a specified meeting shall entitle
its holder to vote at any reconvened meeting following adjournment of such
meeting but shall not be valid after the final adjournment.
 
 2.12       
Voting Shares
 
 Except as
provided in the Articles of Incorporation, each outstanding share entitled to
vote with respect to a matter submitted to a meeting of shareholders shall be
entitled to one vote upon such matter.
 
 2.13       
Voting for Directors
 
 Each
shareholder entitled to vote to an election of Directors may vote, in person or
by proxy, the number of shares owned by such shareholder for as many persons as
there are Directors to be elected and for whose election such shareholder has a
right to vote. Shareholders shall not have the right to cumulate their votes.
Unless otherwise provided in the Articles of Incorporation, the candidates
elected shall be those receiving the largest number of votes cast, up to the
number of Directors to be elected.
 
 2.14       
Action by Shareholders Without a Meeting
 
 Any
action that may be or is required to be taken at a meeting of the shareholders
may be taken without a meeting by unanimous consent if one or more written
consents setting forth the action so taken shall be signed by all the
shareholders entitled to vote with respect to the matter. Action may also be
taken by less than unanimous consent. Action by less than unanimous consent may
be taken if one or more written consents describing the action taken shall be
signed by shareholders holding the record or otherwise entitled to vote in the
aggregate 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
on the action were present and voted. If not otherwise fixed by the Board, the
record date for determining shareholders entitled to take action without a
meeting is the date the first shareholder consent is signed. A shareholder may
withdraw a consent only by delivering a written notice of withdrawal to the
corporation prior to the time that consents sufficient to authorize taking the
action have been delivered to the corporation. Every written consent shall bear
the date of signature of each shareholder who signs the consent. A written
consent is not effective to take the action referred to in the consent unless,
within 60 days of the earliest dated consent delivered to the corporation,
written consents signed by a sufficient number of shareholders to take action
are delivered to the corporation. Unless the consent specifies a later effective
date, actions taken by written consent of the shareholders are effective when
(a) consents sufficient to authorize taking the action are in possession of the
corporation and (b) the period of advance notice required by the Articles of
Incorporation to be given to any nonconsenting or nonvoting shareholders has
been satisfied. Any such consent shall be inserted in the minute book as if it
were the minutes of a meeting of the shareholders.
 
 SECTION
3. BOARD OF DIRECTORS
 
 3.1         
General Powers
 
 All
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be managed under the direction of,
the Board, except as may be otherwise provided in these Bylaws, the Articles of
Incorporation or the Washington Business Corporation Act.
  - 5
-
   3.2         
Number, Classification and Tenure
 
 The Board
shall be composed of not less than one nor more than six Directors, the specific
number to be set by resolution of the Board or, if the Directors in office
constitute fewer than a quorum of the Board, by the affirmative vote of a
majority of all the Directors in office. The number of Directors may be changed
from time to time as provided by the Articles of Incorporation, but no decrease
in the number of Directors shall have the effect of shortening the term of any
incumbent Director. The Directors shall be divided into three classes, with each
class to be as nearly equal in number as possible, as specified by resolution of
the Board or, if the Directors in office constitute fewer than a quorum of the
Board, by the affirmative vote of a majority of all the Directors in office. The
term of office of Directors of the first class shall expire at the first annual
meeting of shareholders after their election. The term of office of Directors of
the second class shall expire at the second annual meeting after their election.
The term of office of Directors of the third class shall expire at the third
annual meeting after their election. At each annual meeting after such
classification, a number of Directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the third succeeding annual meeting. Absent his or her death, resignation or
removal, a Director shall continue to serve despite the expiration of the
Director's term until his or her successor shall have been elected and qualified
or until there is a decrease in the number of Directors. Directors need not be
shareholders of the corporation or
residents of the state of Washington, and need not meet any other
qualifications.
 
 3.3         
Annual and Regular Meetings
 
 An annual
Board meeting shall be held without notice immediately after and at the same
place as the annual meeting of shareholders. By resolution the Board, or any
committee designated by the Board, may specify the time and place for holding
regular meetings without notice other than such resolution.
 
 3.4         
Special Meetings
 
 Special
meetings of the Board or any committee designated by the Board may be called by
or at the request of the Chairman of the Board, the President, the Secretary or,
in the case of special Board meetings, any one-third or more of the Directors in
office and, in the case of any special meeting of any committee designated by
the Board, by its Chairman. The person or persons authorized to call special
meetings may fix any place for holding any special Board or committee meeting
called by them.
 
 3.5         
Meetings by Communications Equipment
 
 Members
of the Board or any committee designated by the Board may participate in a
meeting of such Board or committee by, or conduct the meeting through the use
of, any means of communication by which all Directors participating in the
meeting can hear each other during the meeting. Participation by such means
shall constitute presence in person at a meeting.
 
 3.6          Notice
of Special Meetings
 
 Notice of
a special Board or committee meeting stating the place, day and hour of the
meeting shall be given to a Director in writing or orally. Neither the business
to be transacted at nor the purpose of any special meeting need be specified in
the notice of such meeting.
 
 3.6.1      
Personal Delivery
 
 If notice
is given by personal delivery, the notice shall be delivered to a Director at
least two days before the meeting.
  - 6
-
   3.6.2      
Delivery By Mail
 
 If notice
is delivered by mail, the notice shall be deposited in the official government
mail at least five days before the meeting, properly addressed to a Director at
his or her address shown on the records of the corporation, with postage thereon
prepaid.
 
 3.6.3      
Delivery by Private Carrier
 
 If notice
is given by private carrier, the notice shall be dispatched to a Director at his
or her address shown on the records of the corporation at least three days
before the meeting.
 
 3.6.4      
Facsimile Notice
 
 If a
notice is delivered by wire or wireless equipment that transmits a facsimile of
the notice, the notice shall be dispatched at least two days before the meeting
to a Director at his or her telephone number or other number appearing on the
records of the corporation.
 
 3.6.5      
Delivery by Telegraph
 
 If notice
is delivered by telegraph, the notice shall be delivered to the telegraph
company for delivery to a Director at his or her address shown on the records of
the corporation at least three days before the meeting.
 
 3.6.6      
Oral Notice
 
 If notice
is delivered by orally, by telephone or in person, the notice shall be
personally given to the Director at least two days before the
meeting.
 
 3.7         
Waiver of Notice
 
 3.7.1      
 In Writing
 
 Whenever
any notice is required to be given to any Director under the provisions of these
Bylaws, the Articles of Incorporation or the Washington Business Corporation
Act, a waiver thereof in writing, signed by the person or persons entitled to
such notice and delivered to the corporation, whether before or after the date
and time of the meeting, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at nor the purpose of any regular
or special meeting of the Board or any committee designated by the Board need be
specified in the waiver of notice of such meeting.
 
 3.7.2      
By Attendance
 
 A
Director's attendance at or participation in a Board or committee meeting shall
constitute a waiver of notice of such meeting, unless the Director at the
beginning of the meeting, or promptly upon his or her arrival, objects to
holding the meeting or transacting business at such meeting and does not
thereafter vote for or assent to action taken at the meeting.
   3.8         
Quorum
 
 A
majority of the number of Directors fixed by or in the manner provided in these
Bylaws shall constitute a quorum for the transaction of business at any Board
meeting but, if less than a majority are present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time without further
notice. A majority of the number of Directors composing any committee of the
Board, as established and fixed by resolution of the Board, shall constitute a
quorum for the transaction of business at any meeting of such committee but, if
less than a majority are present at a meeting, a majority of such Directors
present may adjourn the committee meeting from time to time without further
notice.
  - 7
-
   3.9         
Manner of Acting
 
 If a
quorum is present when the vote is taken, the act of the majority of the
Directors present at a Board or committee meeting shall be the act of the Board
or such committee, unless the vote of a greater number is required by these
Bylaws, the Articles of Incorporation or the Washington Business Corporation
Act.
 
 3.10       
Presumption of Assent
 
 A
Director of the corporation who is present at a Board or committee meeting at
which any action is taken shall be deemed to have assented to the action taken
unless (a) the Director objects at the beginning of the meeting, or promptly
upon the Director's arrival, to holding the meeting or transacting any business
at such meeting, (b) the Director's dissent or abstention from the action taken
is entered in the minutes of the meeting, or (c) the Director delivers written
notice of the Director's dissent or abstention to the presiding officer of the
meeting before its adjournment or to the corporation within a reasonable time
after adjournment of the meeting. The right of dissent or abstention is not
available to a Director who votes in favor of the action taken.
 
 3.11       
Action By Board Or Committees Without A Meeting
 
 Any
action that could be taken at a meeting of the Board or of any committee created
by the Board may be taken without a meeting if one or more written consents
setting forth the action so taken are signed by each of the Directors or by each
committee member either before or after the action is taken and delivered to the
corporation. Action taken by written consent of Directors without a meeting is
effective when the last Director signs the consent, unless the consent specifies
a later effective date. Any such written consent shall be inserted in the minute
book as if it were the minutes of a Board or a committee meeting.
 
 3.12      
 Resignation
 
 Any
Director may resign from the Board or any committee of the Board at any time by
delivering either oral tender of resignation at any meeting of the Board or any
committee, or written notice to the Chairman of the Board, the President, the
Secretary or the Board. Any such resignation is effective upon delivery thereof
unless the notice of resignation specifies a later effective date and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
 
 3.13       
Removal
 
 At a
meeting of shareholders called expressly for that purpose, one or more members
of the Board, including the entire Board, may be removed with or without cause
(unless the Articles of Incorporation permit removal for cause only) by the
holders of the shares entitled to elect the Director or Directors whose removal
is sought if the number of votes cast to remove the Director exceeds the number
of votes cast not to remove the Director.
 
 3.14       
Vacancies
 
 If a
vacancy occurs on the Board, including a vacancy resulting from an increase in
the number of Directors, the Board may fill the vacancy, or, if the Directors in
office constitute fewer than a quorum of the Board, they may fill the vacancy by
the affirmative vote of a majority of all the Directors in office. The
shareholders may fill a vacancy only if there are no Directors in office. A
Director elected to fill a vacancy shall serve only until the next election of
Directors by the shareholders.
 
 3.15       
Executive and Other Committees
 
 3.15.1    
Creation of Committees
 
 The
Board, by resolution adopted by the greater of a majority of the Directors then
in office and the number of Directors required to take action in accordance with
these Bylaws, may create standing or temporary committees, including an
Executive Committee, and appoint members from its own number and invest such
committees with such powers as it may see fit, subject to such conditions as may
be prescribed by the Board, the Articles of Incorporation, these Bylaws and
applicable law. Each committee must have two or more members, who shall serve at
the pleasure of the Board.
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   3.15.2    
Authority of Committees
 
 Each
Committee shall have and may exercise all the authority of the Board to the
extent provided in the resolution of the Board creating the committee and any
subsequent resolutions adopted in like manner, except that no such committee
shall have the authority to: (1) authorize or approve a distribution except
according to a general formula or method prescribed by the Board, (2) approve or
propose to shareholders actions or proposals required by the Washington Business
Corporation Act to be approved by shareholders, (3) fill vacancies on the Board
or any committee thereof, (4) amend the Articles of Incorporation pursuant to
RCW 23B.10.020, (5) adopt, amend or repeal Bylaws, (6) approve a plan of merger
not requiring shareholder approval, or (7) authorize or approve the issuance or
sale of contract for sale of shares, or determine the designation and relative
rights, preferences and limitations of a class or series of shares except that
the Board may authorize a committee or a senior executive officer of the
corporation to do so within limits specifically prescribed by the
Board.
 
 3.15.3    
Minutes of Meetings
 
 All
committees shall keep regular minutes of their meetings and shall cause them to
be recorded in books kept for that purpose.
 
 3.15.4    
Removal
 
 The Board
may remove any member of any committee elected or appointed by it but only by
the affirmative vote of the greatest of a majority of Directors then in office
and the number of Directors required to take action in accordance with these
Bylaws.
 
 3.16       
Compensation
 
 By Board
resolution, Directors and committee members may be paid either expenses, if any,
of attendance at each Board or committee meeting, or a fixed sum for attendance
at each Board or committee meeting, or a stated salary as Director or a
committee member, or a combination of the foregoing. No such payment shall
preclude any Director or committee member from serving the corporation in any
other capacity and receiving compensation therefore.
 
 SECTION
4. OFFICERS
 
 4.1         
Appointment and Term
 
 The
officers of the corporation shall be those officers appointed from time to time
by the Board or by any other officer empowered to do so. The Board shall have
sole power and authority to appoint executive officers. As used herein, the term
"executive officer" shall mean the President, the chief financial officer and
any other officer designated by the Board as an executive officer. The Board or
the President may appoint such other officers to hold office for such period,
have such authority and perform such duties as may be prescribed. The Board may
delegate to any other officer the power to appoint any subordinate officers and
to prescribe their respective terms of office, authority and duties. Any two or
more offices may be held by the same person. Unless an officer dies, resigns or
is removed from office, he or she shall hold office until his or her successor
is appointed.
 
 4.2         
Resignation
 
 Any
officer may resign at any time by delivering written notice to the corporation.
Any such resignation is effective upon delivery, unless the notice of
resignation specifies a later effective date, and, unless otherwise specified,
the acceptance of such resignation shall not be necessary to make it
effective.
 
 4.3         
Removal
 
 Any
officer may be removed by the Board at any time, with or without cause. An
officer or assistant officer, if appointed by another officer, may be removed at
any time, with or without cause, by any officer authorized to appoint such
officer or assistant officer.
 
 4.4         
Contract Rights of Officers
 
 The
appointment of an officer does not itself create contract
rights.
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   4.5         
Chairman of the Board
 
 If
appointed, the Chairman of the Board shall perform such duties as shall be
assigned to him or her by the Board from time to time, and shall preside over
meetings of the Board and shareholders unless another officer is appointed or
designated by the Board of Chairman of such meetings.
 
 4.6          President
 
 If
appointed, the President shall be the chief executive officer of the corporation
unless some other offices is to designated by the Board, shall preside over
meetings of the Board and shareholders in the absence of a Chairman of the
Board, and, subject to the Board's control, shall supervise and control all the
assets, business and affairs of the corporation. In general, the President shall
perform all duties incident to the office of President and such other duties as
are prescribed by the Board from time to time. If no Secretary has been
appointed, the President shall have responsibility for the preparation of
minutes of meetings of the Board and shareholders and for authentication of the
records of the corporation.
 
 4.7         
Vice President
 
 In the
event of the death of the President or his or her inability to act, the Vice
President (or if there is more than one Vice President, the Vice President who
was designated by the Board as the successor to the President, or if no Vice
President is so designated, the Vice President first elected to such office)
shall perform the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject to all the
restrictions upon the President. Vice Presidents shall perform such other duties
as from time to time may be assigned to them by the President or by or at the
direction of the Board.
 
 4.8         
Secretary
 
 If
appointed, the Secretary shall be responsible for preparation of minutes of the
meetings of the Board and shareholders, maintenance of the corporation records
and stock registers, and authentication of the corporation's records, and shall
in general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the President or by
or at the direction of the Board. In the absence of the Secretary, an Assistant
Secretary may perform the duties of the Secretary.
 
 4.9          Treasurer
 
 If
appointed, the Treasurer shall have charge and custody of and be responsible for
all funds and securities of the corporation, receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in banks, trust companies
or other depositories selected in accordance with the provisions of these
Bylaws, and in general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him or
her by the President or by or at the direction of the Board. In the absence of
the Treasurer, an Assistant Treasurer may perform the duties of the
Treasurer.
 
 4.10       
Salaries
 
 The
salaries of the officers shall be fixed from time to time by the Board or by any
person or persons to whom the Board has delegated such authority. No officer
shall be prevented from receiving such salary by reason of the fact that he or
she is also a Director of the corporation.
 
 SECTION
5. CONTRACTS, LOANS, CHECKS AND DEPOSITS
 
 5.1         
Contracts
 
 The Board
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the corporation. Such authority may be general or confined to specific
instances.
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   5.2          Loans
to the Corporation
 
 No loans
shall be contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board. Such authority may be general or confined to specific
instances.
 
 5.3          Checks,
Drafts, Etc.
 
 All
checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, or agent or agents, of the corporation and in such
manner as is from time to time determined by resolution of the
Board.
 
 5.4          Deposits
 
 All funds
of the corporation not otherwise employed shall be deposited from time to time
to the credit of the corporation in such banks, trust companies or other
depositories as the Board may authorize.
 
 SECTION
6. CERTIFICATES FOR SHARES AND THEIR TRANSFER
 
 6.1          
Issuance Of Shares
 
 No shares
of the corporation shall be issued unless authorized by the Board, or by a
committee designated by the Board to the extent such committee is empowered to
do so.
 
 6.2         
Certificates For Shares
 
 Certificates
representing shares of the corporation shall be signed, either manually or in
facsimile, by the President or any Vice President and by the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary and shall
include on their face written notice of any restrictions that may be imposed on
the transferability of such shares. All certificates shall be consecutively
numbered or otherwise identified.
 
 6.3          Stock
Records
 
 The stock
transfer books shall be kept at the principal office at the corporation or at
the office of the corporation’s transfer agent or registrar. The name and
address of each person to whom certificates for shares are issued, together with
the class and number of shares represented by each such certificate and the date
of issue thereof, shall be entered on the stock transfer books of the
corporation. The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for all
purposes.
 
 6.4         
Restriction on Transfer
 
 Except to
the extent that the corporation has obtained an opinion of counsel acceptable to
the corporation that transfer restrictions are not required under applicable
securities laws, or has otherwise satisfied itself that such transfer
restrictions are not required, all certificates representing shares of the
corporation shall bear a legend on the face of the certificate, or on the
reverse of the certificate if a reference to the legend is contained on the
face, which reads substantially as follows:
 
 THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES
LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR
OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UDNER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION
INVOLVING SAID SECURITIES, (B) THIS CORPORAZTION RECEIVES AN OPINION OF LEGAL
COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION
STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS
CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.
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   6.5        
 Transfer of Shares
 
 The
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation pursuant to authorization or document of transfer made
by the holder of record thereof or by his or her legal representative, who shall
furnish proper evidence of authority to transfer, or by his or her
attorney-in-fact authorized by power of attorney duly executed and filed with
the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and canceled.
 
 6.6          
Lost or Destroyed Certificates
 
 In the
case of a lost, destroyed or damaged certificate, a new certificate may be
issued in its place upon such terms and indemnity to the corporation as the
Board may prescribe.
 
 SECTION
7. BOOKS AND RECORDS
 
 The
corporation shall:
 
 (a)
              Keep
      as permanent records minutes of all meetings of its shareholders and the
      Board, a record of all actions taken by the shareholders or the Board
      without a meeting, and a record of all actions taken by a committee of the
      Board exercising the authority of the Board on behalf of the
      corporation.
 
 (b)
              Maintain
      appropriate accounting records.
 
 (c)
              Maintain
      a record of its shareholders, in a form that permits preparation of a list
      of the names and addresses of all shareholders, in alphabetical order by
      class of shares showing the number and class of shares held by each;
      provided, however, such record may be maintained by an agent of the
      corporation.
 
 (d)
              Maintain
      its records in written form or in another form capable of conversion into
      written form within a reasonable
time.
 
 (e)
              Keep
      a copy of the following records at its principal
  office:
 
 1.
              the
      Articles of Incorporation and all amendments thereto as currently in
      effect;
 2.
              these
      Bylaws and all amendments thereto as currently in
  effect;
 3.
              the
      minutes of all meetings of shareholders and records of all action taken by
      shareholders without a meeting, for the past three
  years;
 4.
              the
      financial statements described in Section 23B.16.200 (1) of the Washington
      Business Corporation Act, for the past three
  years;
 5.
              all
      written communications to shareholders generally within the past three
      years;
 6.
              a
      list of the names and business addresses of the current Directors and
      officers; and
 7.
              the
      most recent annual report delivered to the Washington Secretary of
      State.
 
 SECTION
8. ACCOUNTING YEAR
 
 The
accounting year of the corporation shall be the calendar year, provided that if
a different accounting year is at any time selected by the Board for purposes of
federal income taxes, or any other purpose, the accounting year shall be the
year so selected.
  SECTION
9. SEAL
 
 The Board
may provide for a corporate seal that shall consist of the name of the
corporation, the state of its incorporation, and the year of its
incorporation.
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-
   SECTION
10. INDEMNIFICATION
 
 10.1       
Right to Indemnification
 
 Each
person who was, is or is threatened to be made a party to or is otherwise
involved (including, without limitation, as a witness) in any threatened,
pending or completed action, suit, claim or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (hereinafter a
"proceedings"), by reason of the fact that he or she is or was a Director or
officer of the corporation or, that being or having been such a Director or
officer of the corporation, he or she is or was serving at the request of the
corporation as a Director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise (hereafter an "indemnitee"), whether the basis of a proceeding
is alleged action in an official capacity or in any other capacity while serving
as such a Director, officer, partner, trustee, employee or agent, shall be
indemnified and held harmless by the corporation against all losses, claims,
damages (compensatory, exemplary, punitive or otherwise), liabilities and
expenses (including attorneys' fees, costs, judgments, fines, ERISA excise taxes
or penalties, amounts to be paid in settlement and any other expenses) actually
and reasonably incurred or suffered by such indemnitee in connection therewith
and such indemnification shall continue as to an indemnitee who has ceased to be
a Director or officer of the Corporation or a Director, officer, partner,
trustee, employee or agent of another corporation partnership, joint venture,
trust, employee benefit plan or other enterprise and shall insure to the benefit
of the indemnitee's heirs, executors and administrators. Except as provided in
subsection 10.4 of this Section with respect to proceedings seeking to enforce
rights to indemnification, the corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if a proceeding (or part thereof) was authorized or ratified by the Board.
The right to indemnification conferred in this Section shall be a contract
right.
 
 10.2        Restrictions
On Indemnification
 
 No
indemnification shall be provided to any such indemnitee for acts or omissions
of the indemnitee finally adjudged to be intentional misconduct or a knowing
violation of law, for conduct of the indemnitee finally adjudged to be in
violation of Section 23B.08.310 of the Washington Business Corporation Act, for
any transaction with respect to which it was finally adjudged that such
indemnitee personally received a benefit in money, property or services to which
the indemnitee was not legally entitled or if the corporation is otherwise
prohibited by applicable law from paying such indemnification.
 
 Notwithstanding
the foregoing, if Section 23B.08.560 or any successor provision of the
Washington Business Corporation Act is hereafter amended, the restrictions on
indemnification set forth in this subsection 10.2 shall be as set forth in such
amended statutory provision.
 
 10.3       
Advancement of Expenses
 
 The right
to indemnification conferred in this Section shall include the right to be paid
by the corporation the expenses reasonably incurred in defending any proceeding
in advance of its final disposition (hereinafter an "advancement of expenses").
As advancement of expenses shall be made upon delivery to the corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal that such
indemnitee is not entitled to be indemnified.
 
 10.4        Right
Of Indemnitee To Bring Suit
 
 If a
claim under subsection 10.1 or 10.3 of this Section is not paid in full by the
corporation within 60 days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim. If successful in whole or in part, in any such suit or in a suit
brought by the corporation to recover an advancement of expenses pursuant to the
terms of the undertaking, the indemnitee shall be entitled to be paid also the
expense of litigating such suit. The indemnitee shall be presumed to be entitled
to indemnification under this Section upon submission of a written claim (and,
in an action brought to enforce a claim for an advancement of expenses, when the
required undertaking has been tendered to the corporation) and thereafter the
corporation shall have the burden of proof to overcome the presumption that the
indemnitee is so entitled.
 
 10.5       
Procedures Exclusive
 
 Pursuant
to Section 23B.08.560(2) or any successor provision of the Washington Business
Corporation Act, the procedures for indemnification and the advancement of
expenses set forth in this Section are in lieu of the procedures required by
Section 23B.08.550 or any successor provision of the Washington Business
Corporation Act.
  - 13
-
   10.6       
Nonexclusivity of Rights
 
 Except as
set forth in subsection 10.5, the right to indemnification and the advancement
of expenses conferred in this Section shall not be exclusive of any other right
that any person may have or hereafter acquire under any statute, provision of
the Articles of Incorporation or Bylaws of the corporation, general or specific
action of the Board or shareholders, contract or otherwise.
 
 10.7       
Insurance, Contracts and Funding
 
 The
corporation may maintain insurance, at its expense, to protect itself and any
Director, officer, partner, trustee, employee or agent of the corporation or
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise against any expense, liability or loss, whether or not the
corporation would have the authority or right to indemnify such person against
such expense, liability or loss under the Washington Business Corporation Act or
other law. The corporation may enter into contracts with any Director, officer,
partner, trustee, employee or agent of the corporation in furtherance of the
provisions of this section and may create a trust fund, grant a security
interest, or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Section.
 
 10.8        Identification
of Employees and Agents of the Corporation
 
 In
addition to the rights of indemnification set forth in subsection 10.1, the
corporation may, by action of the Board, grant rights to indemnification and
advancement of expenses to employees and agents or any class or group of
employees and agents of the corporation (a) with the same scope and effect as
the provisions of this Section with respect to indemnification and the
advancement of expenses of Directors and officers of the corporation; (b)
pursuant to rights granted or provided by the Washington Business Corporation
Act; or (c) as are otherwise consistent with law.
 
 10.9      
 Persons Serving Other Entities
 
 Any
person who, while a Director or officer of the corporation, is or was serving
(a) as a Director, officer, employee or agent of another corporation of which a
majority of the shares entitled to vote in the election of its directors is held
by the corporation or (b) as a partner, trustee or otherwise in an executive or
management capacity in a partnership, joint venture, trust, employee benefit
plan or other enterprise of which the corporation or a majority owned subsidiary
of the corporation is a general partner or has a majority ownership shall
conclusively be deemed to be so serving at the request of the corporation and
entitled to indemnification and the advancement of expenses under subsections
10.1 and 10.3 of this Section.
 
 SECTION
11. LIMITATION OF LIABILITY
 
 To the
full extent that the Washington Business Corporation Act, as it exists on the
date hereof or may hereafter be amended, permits the limitation or elimination
of the liability of any person who would be considered an indemnitee under
subsection 10.1 of Section 10, an indemnitee of the Corporation shall not be
liable to the Corporation or its shareholders for monetary damages for conduct
in the capacity based upon which such person is considered an
indemnitee.
 
 Any
amendments to or repeal of this Section 11 shall not adversely affect any right
or protection of any indemnitee of the Corporation for or with respect to any
acts or omissions of such indemnitee occurring prior to such amendment or
repeal.
 
 SECTION
12. AMENDMENTS
 
 These
Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the
Board, except that the Board may not repeal or amend any Bylaw that the
shareholders have expressly provided, in amending or repealing such Bylaw, may
not be amended or repealed by the Board. The shareholders may also alter, amend
and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be
amended, repealed, altered or modified by the shareholders.
 
 The
foregoing Bylaws were adopted by the Board on the 26th day of
July, 2006.
 
 
 /s/Michael
Jackson
 Michael
Jackson, President


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