BYLAWS


OF


DRAYTON
HARBOR RESOURCES INC.


(The”Company”)


June
16, 2006


(Date)





ARTICLE
I





OFFICES
AND CORPORATE SEAL





SECTION
1.1 Registered Office. The registered office of Drayton Harbor Resources Inc.
(hereinafter the “Corporation”), in the State of Nevada shall be 502 East John
Street, Carson City Nevada, 89706. In addition to its registered office, the
Corporation shall maintain a principal office at a location determined by the
Board. The Board of Directors may change the Corporation’s registered office and
principal office from time to time.





SECTION
1.2 Other Offices. The Corporation may also maintain offices at such other place
or places, either within or without the State of Nevada, as may be designated
from time to time by the Board of Directors (hereinafter the “Board”), and the
business of the Corporation may be transacted at such other offices with the
same effect as that conducted at the principal office.





SECTION
1.3 Corporate Seal. A Corporate seal shall not be requisite to the validity of
any instrument executed by or on behalf of the Corporation, but nevertheless if
in any instance a corporate seal be used, the same shall be a circle having on
the circumference thereof the name of the Corporation and in the center the
words “corporate seal”, the year incorporated, and the state where
incorporated.





ARTICLE
II





SHAREHOLDERS





SECTION
2.1 Shareholders Meetings. All meetings of the shareholders shall be held at the
principal office of the Corporation between the hours of 9:00 a.m. and 5:00
p.m., or at such other time and place as may be fixed from time to time by the
Board, or in the absence of direction by the Board, by the President or
Secretary of the Corporation, either within or without the State of Nevada, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof. A special or annual meeting called by shareholders owning a
majority of the entire capital stock of the Corporation pursuant to Sections 2.2
or 2.3 shall be held at the place designated by the shareholders calling the
meeting in the notice of the meeting or in a duly executed waiver of notice
thereof.





SECTION
2.2 Annual Meetings. Annual meetings of a shareholders shall be held on a date
designated by the Board of Directors or if that day shall be a legal holiday,
then on the next succeeding business day, or at such other date and time as
shall be designated from time to time by the Board and stated in the notice of
the meeting. At the annual meeting, shareholders shall elect the Board and
transact such other business as may properly be brought before thee meeting. In
the event that an annual meeting is not held on the date specified in this
Section 2.2, the annual meeting may be held on the written call of the
shareholders owning a majority of the entire capital stock of the Corporation
issued, outstanding, and entitled to vote.





SECTION
2.3 Special Meetings of Shareholders. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by Nevada statute or by the
Articles of Incorporation (hereinafter the “Articles”), may be called by the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board, or at the request in writing of shareholders
owning a majority of the entire capital stock of the Corporation issued,
outstanding, and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. In the event that the President or Secretary
fails to call a meeting pursuant to such a request, a special meeting may be
held on the written call of the shareholders owning a majority of the entire
capital stock of the Corporation issued, outstanding, and entitled to
vote.





SECTION
2.4 List of Shareholders. The officer who has charge of the stock transfer books
for shares of the Corporation shall prepare and make, no more than two (2) days
after notice of a meeting of a shareholders is given, a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address and the number of shares registered in the name of each
shareholder. Such list shall be open to examination and copying by any
shareholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any shareholder present.









SECTION
2.5 Notice of Shareholders Meetings. Written notice of the annual meeting
stating the place, date and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
given, either personally or by mail, to each shareholder of record entitled to
vote at such meeting not less than ten (10) nor more than sixty (60) days before
the date of the meeting. If mailed, such notice shall be deemed to be delivered
when mailed to the shareholder at his address as it appears on the stock
transfer books of the Corporation. Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice unless
determined otherwise by the unanimous vote of the holders of all of the issued
and outstanding shares of the Corporation present at the meeting in person or
represented by proxy.





SECTION
2.6 Closing of Transfer Books or Fixing of Record Date. For the purpose of
determining shareholders entitled to notice of, or permitted to vote at, any
meeting of shareholders or any adjournment thereof, or for the purpose of
determining shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
board may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, sixty (60) days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of, or permitted to vote at, a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the board may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than sixty (60) days and, in case of a meeting of shareholders, not
less than ten (10) days prior to he date on which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not enclosed and no record date is fixed for the
determination of shareholders entitled to notice of, or permitted to vote at, a
meeting of shareholders, or for the determination of shareholders entitled to
receive payment of a dividend, the record date shall be 4:00 p.m. on the day
before the day on which notice of the meeting is given or, if notice is waived,
the record date shall be the day on which, and the time at which, the meeting is
commenced. When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, provided that the board may fix a new
record date for the adjourned meeting and further provided that such
adjournments do not in the aggregate exceed thirty (30) days. The record date
for determining shareholders entitled to express consent to action without a
meeting pursuant to Section 2.9 shall be the date on which the first shareholder
signs the consent.





SECTION
2.7 Quorum and Adjournment.


(a)
            The
      holders of a majority of the shares issued, outstanding, and entitled to
      vote at the meeting, present in person or represented by proxy, shall
      constitute a quorum at all meetings of the shareholders for the
      transaction of business except as otherwise provided by Nevada statute or
      by the Articles.





(b)
            Business
      may be conducted once a quorum is present and may continue until
      adjournment of the meeting notwithstanding the withdrawal or temporary
      absence of sufficient shares to reduce the number present to less than a
      quorum. Unless the vote of a greater number or voting by classes is
      required by Nevada statute or the Articles, the affirmative vote of the
      majority of the shares then represented at the meeting and entitled to
      vote on the subject matter shall be the act of the shareholders; provided,
      however, that if the shares then represented are less than required to
      constitute a quorum, the affirmative vote must be such as would constitute
      a majority if a quorum were present; and provided further, that the
      affirmative vote of a majority of the shares then present shall be
      sufficient in all cases to adjourn a
meeting.









(c)
            If
      a quorum shall not be present or represented at any meeting of the
      shareholders, the shareholders entitled to vote at the meeting, present in
      person or represented by proxy, shall have power to adjourn the meeting to
      another time or place, without notice other than announcement at the
      meeting at which adjournment is taken, until a quorum shall be present or
      represented, any business may be transacted which might have been
      transacted at the meeting as originally notified. If the adjournment is
      for more than thirty (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 shareholder of record entitled to vote at the
      meeting.





SECTION
2.8 Voting. At every meeting of the shareholders, each shareholder shall be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such shareholder, but no proxy shall be voted or
acted upon after six (6) months from its date, unless the proxy provides for a
longer period not to exceed seven (7) years.





SECTION
2.9 Action Without Meeting. Any action required or permitted to be taken at any
annual or special meeting of shareholders 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 a majority of the
outstanding shares entitled to vote with respect to the subject matter of the
action unless a greater percentage is required by law in which case such greater
percentage shall be required.





Section
2.10 Waiver. A shareholder’s attendance at a meeting shall constitute a waiver
of any objection to defective notice or lack of notice of the meeting unless the
shareholder objects at the beginning of the meeting to holding the meeting or
transacting business at the meeting, and shall constitute a waiver of any
objection to consideration of a particular matter at the meeting unless the
shareholder objects to considering the matter when it is presented. A
shareholder may otherwise waive notice of any annual or special meeting of
shareholders by executing a written waiver of notice either before, at or after
the time of the meeting.





SECTION
2.11 Conduct of Meetings. Meetings of the shareholders shall be presided over by
a chairman to be chosen, subject to confirmation after tabulation of the votes,
by a majority of the shareholders entitled to vote at the meeting who are
present in person or by proxy. The secretary for the meeting shall be the
Secretary of the Corporation, or if the Secretary of the Corporation is absent,
then the chairman initially chosen by a majority of the shareholders shall
appoint any person present to act as secretary. The chairman shall conduct the
meeting in accordance with the Corporation’s Articles, Bylaws and the notice of
the meeting, and may establish rules for conducting the business of the meeting.
After calling the meeting to order, the chairman initially chosen shall call for
the election inspector, or if no inspector is present then the secretary of the
meeting, to tabulate the votes represented at the meeting and entitled to be
cast. Once the votes are tabulated, the shares entitled to vote shall confirm
the chairman initially chosen or shall choose another chairman, who shall
confirm the secretary initially chosen or shall choose





another
secretary in accordance with this section. If directors are to be elected, the
tabulation of votes present at the meeting shall be announced prior to the
casting of votes for the directors.





Section
2.12 Election Inspector. The Board of Directors, in advance of any shareholders
meeting, may appoint an election inspector to act at such meeting. If an
election inspector is not so appointed or is not present at the meeting, the
chairman of the meeting may, and upon the request of any person entitled to vote
at the meeting shall, make such appointment. If appointed, the election
inspector will determine the number of shares outstanding, the authenticity,
validity and effect of proxies and the number of shares represented at the
meeting in person and by proxy; receive and count votes, ballots and consents
and announce the results thereof; hear and determine all challenges and
questions pertaining to proxies and voting; and, in general, perform such acts
as may be proper to ensure the fair conduct of the meeting.





ARTICLE
III





DIRECTORS





SECTION
3.1 Number and Election. The number of directors that shall constitute the whole
Board shall initially be done; provided, such number may be changed by the
shareholders so long as the number of directors shall not be less than one or
more than nine. Directors shall be elected by the shareholders, and each
director shall serve until the next annual meeting and until his successor is
elected and qualified, or until resignation or removal.









SECTION
3.2 Powers. The business and affairs of the Corporation shall be managed by the
Board, which may exercise all such powers of the Corporation and do all such
lawful acts as are not by Nevada statute, the Articles, or these Bylaws directed
or required to be exercised or done by the shareholders.





SECTION
3.3 Resignation of Directors. Any director may resign his office at any time by
giving written notice of his resignation to the President or the Secretary of
the Corporation. Such resignation shall take effect at the time specified
therein or, if no time be specified therein, at the time of the receipt thereof,
and the acceptance thereof shall not be necessary to make it
effective.





SECTION
3.4 Removal of Directors. Any director or the entire Board may be removed, with
or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors at a meeting of shareholders called
expressly for that purpose.





SECTION
3.5 Vacancies. Vacancies resulting from the resignation or removal of a director
and newly created directorships resulting from any increase in the authorized
number of directors shall be filled by the shareholders in accordance with
Section 3.1.





SECTION
3.6 Place of Meetings. Unless otherwise agreed by a majority of the directors
then serving, all meetings of the Board of Directors shall be held at the
Corporation’s principal office between the hours of 9:00 a.m. and 5:00 p.m., and
such meetings may be held by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 3.6 shall constitute presence in person at such meeting.





SECTION
3.7 Annual Meetings. Annual meetings of the Board shall be held immediately
following the annual meeting of the shareholders and in the same place as the
annual meeting of shareholders. In the event such meeting is not held, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board, or as shall be
specified in a written waiver of notice by all of the directors.





SECTION
3.8 Regular Meetings. Regular meetings of the Board may be held without notice
at such time and at such place as shall from time to time be determined by the
Board.





SECTION
3.9 Special Meetings. Special meetings of the Board may be called by the
President or the Secretary with seven (7) days notice to each director, either
personally, by mail, by telegram, or by telephone; special meetings shall be
called in like manner and on like notice by the President or Secretary on the
written request of two (2) directors and shall in such case be held at the time
requested by those directors, o if the President or Secretary fails to call the
special meeting as requested, then the meeting may be called by the two
requesting directors ad shall be held at the time designated by those directors
in the notice.





SECTION
3.10 Quorum and Voting. A quorum at any meeting of the Board shall consist of a
majority of the number of directors then serving, but not less than two (2)
directors, provided that if and when a Board comprised of one member is
authorized, or in the event that only one director is then serving, then one
director shall constitute a quorum. If a quorum shall not be present at any
meeting of the Board, the directors then present may adjourn the meeting to
another time or place, without notice other than announcement at the meeting,
until a quorum shall be present. If a quorum is present, then the affirmative
vote of a majority of directors present is the act of the Board of
Directors.





SECTION
3.11 Action Without Meeting. Unless otherwise restricted by the Articles of
these Bylaws, any action required or permitted to be taken at any meeting of the
Board or of any committee thereof may be taken without a meeting, if all members
of the Board or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.





SECTION
3.12 Committee of the Board. The Board, by resolution, adopted by a majority of
the full Board, may designate from among its members an executive committee
and one or more other committees each of which, to the extent provided in such
resolution and permitted by law, shall have and may exercise all the authority
of the Board. The Board, with or without cause, may dissolve any such committee
or remove any member thereof at any time. The designation of any such committee
and the delegation thereto of authority shall not operate to relieve the Board,
or any member thereof, of any responsibility imposed by law.







SECTION
3.13 Compensation. To the extent authorized by resolution of the Board and not
prohibited or limited by the Articles, these Bylaws, or the shareholders, a
director may be reimbursed by the Corporation for his expenses, if any, incurred
in attending a meeting of the Board of Directors, and may be paid by the
Corporation for his expenses, if any, incurred in attending a meeting of the
Board of Directors, and may be paid by the Corporation a fixed sum or a stated
salary or both for attending meetings of the Board. No such reimbursement or
payment shall preclude any director from serving the Corporation in any such
capacity and receiving compensation therefore.





SECTION
3.14 Waiver. A director’s attendance at or participation in a meeting shall
constitute a waiver of any objection to defective notice or lack of notice of
the meeting unless the director objects at the beginning of the meeting or
promptly upon his arrival to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting. A director may otherwise waive notice of any annual, regular or special
meeting of directors by executing a written notice of waiver either before or
after the time of the meeting.





SECTION
3.15 Chairman of the Board. A Chairman of the Board may be appointed by the
directors. The Chairman of the Board shall perform such duties as from time to
time may be assigned to him by the Board, the shareholders, or these Bylaws. The
Vice Chairman, if one has been elected, shall serve in the Chairman’s
absence.





SECTION
3.16 Conduct of Meetings. At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside, in the following order of
precedence:


(a)
            The
      Chairman of the Board;


(b)
            The
      Vice Chairman;


(c)
            The
      President of the Corporation; or


(d)
            A
      director chosen by a majority of the directors present, or if a majority
      is unable to agree on who shall act as chairman, then the director with
      the earliest date of birth shall act as the
  chairman.





The
Secretary of the Corporation, or if he shall be absent from such meeting, the
person whom the chairman of such meeting appoints, shall act as secretary of
such meeting and keep the minutes thereof. The order of business and rules of
procedure at each meeting of the Board shall be determined by the chairman of
such meeting, but the same may be changed by the vote of a majority of those
directors present at such meeting. The Board shall keep regular minutes of its
proceedings.





ARTICLE
IV





OFFICERS





SECTION
4.1 Titles, Offices, Authority. The officers of the Corporation shall be chosen
by the Board of Directors and shall include a President, a Secretary and a
Treasurer, and may, but need not, include a Chairman, a Vice Chairman, a Chief
Executive Officer, a Chief Operating Officer, a Vice President, additional Vice
Presidents, one or more assistant secretaries and assistant treasurers, or any
other officer appointed by the Board. Any number of offices may be held by the
same person, unless the Articles or these Bylaws otherwise provide. If only one
person is serving as an officer of this Corporation, he or she shall be deemed
to be President and Secretary. An officer shall have such authority and shall
perform such duties in the management of the Corporation as may be provided by
the Articles or these Bylaws, or as may be determined by resolution of the Board
or the shareholders in accordance with Article V.





SECTION
4.2 Subordinate Officers. The Board may appoint such subordinate officers,
agents or employees as the Board may deem necessary or advisable, including one
or more additional Vice Presidents, one or more assistant secretaries, and one
or more assistant treasurers, each of whom shall hold office for such period,
have authority and perform such duties as are provided in these Bylaws or as the
Board may from time to time determine. The Board may delegate to any executive
officer or to any committee the power to appoint any such additional officers,
agents or employees. Notwithstanding the foregoing, no assistant secretary or
assistant treasurer shall have power or authority to collect, account for, or
pay over any tax imposed by any federal, state or city government.









SECTION
4.3 Appointment, Term of Office, Qualification. The officers of the Corporation
shall be appointed by the Board and each officer shall serve at the pleasure of
the Board until the next annual meeting and until a successor is appointed and
qualified, or until resignation or removal.





SECTION
4.4 Resignation. Any officer may resign his office at any time by giving written
notice of his resignation to the President or the Secretary of the Corporation.
Such resignation shall take effect at the time specified therein or, if no time
be specified therein, at the time of the receipt thereof, and the acceptance
thereof shall not be necessary to make it effective.





SECTION
4.5 Removal. Any officer or agent may be removed by the Board whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Appointment of an officer or agent shall not of itself create
contract rights.





SECTION
4.6 Vacancies. A vacancy in any office, because of death, resignation, removal,
or any other cause, shall be filled for the unexpired portion of the term in the
manner prescribed in Sections 4.1, 4.2 and 4.3 of this Article IV for
appointment to such office.





SECTION
4.7 The President. The President shall preside at all meetings of shareholders.
The President shall be the principal executive officer of the Corporation and,
subject to the control of the Board, shall in general supervise and control all
of the business and affairs of the Corporation. He may sign, when authorized by
the Board, certificates for shares of the Corporation and deeds, mortgages,
bonds, contracts, or other instruments which the Board has authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board 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; and in general shall perform all duties incident to the office of the
President and such other duties as may be prescribed by the Board form time to
time.





SECTION
4.8 The Vice President. Each Vice President shall have such powers and perform
such duties as the Board or the President may from time to time prescribe and
shall perform such other duties as may be prescribed by these Bylaws. At the
request of the President, or in case of his absence or inability to act, the
Vice President or, if there shall be more than one Vice President then in
office, then one of them who shall be designated for the purpose by the
President or by the Board shall perform the duties of the President, and when so
acting shall have all powers of, and be subject to all the restrictions upon,
the President.





SECTION
4.9 The Secretary. The Secretary shall act as secretary of, and keep the minutes
of, all meetings of the Board and of the shareholders; he shall cause to be
given notice of all meetings of the shareholders and directors; he shall be the
custodian of the seal of the Corporation and shall affix the seal, or cause it
to be affixed, to all proper instruments when deemed advisable by him; he shall
have charge of the stock book and also of the other books, records and papers of
the Corporation relating to its organization as a Corporation, and shall see
that the reports, statements and other documents required by law are properly
kept or filed; and he shall in general perform all the duties incident to the
office of Secretary. He shall also have such powers and perform such duties as
are assigned to him by these Bylaws, and he shall have such other powers and
perform such other duties, not inconsistent with these Bylaws, as the Board
shall from time to time prescribe. If no officer has been named as Secretary,
the duties of the Secretary shall be performed by the President or a person
designated by the President.





SECTION
4.10 The Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all 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 deposit all monies and other valuable effects in the
name of and to the credit of the Corporation in such banks and other
depositories as may be designated by the Board, or in the absence of direction
by the Board, by the President; he 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 President and to the directors at the regular meetings
of the Board or whenever they may require it, a statement of all his
transactions as Treasurer and an account of the financial condition of the
Corporation; and, in general, he shall perform all the duties incident to the
office of Treasurer and such other duties as may from time to time be assigned
to him by the Board. He may sign, with the President or a Vice President,
certificates of stock of the Corporation. If no officer has been named as
Treasurer, the duties of the Treasurer shall be performed by the President or a
person designated by the President.









SECTION
4.11 Compensation. The Board shall have the power to set the compensation of all
officers of the Corporation. It may authorize any officer, upon whom the power
of appointing subordinate officers may have been conferred, to set the
compensation of such subordinate officers.





ARTICLE
V





AUTHORITY
TO INCUR CORPORATE OBLIGATIONS





SECTION
5.1 Limit on Authority. No officer or agent of the Corporation shall be
authorized to incur obligations on behalf of the Corporation except as
authorized by the Articles or these Bylaws, or by resolution of the Board or the
shareholders. Such authority may be general or confined to specific
instances.





SECTION
5.2 Contracts and Other Obligations. To the extent authorized by the Articles or
these Bylaws, or by resolution of the Board or the shareholders, officers and
agents of the Corporation may enter into contracts, execute and deliver
instruments, sign and issue checks, and otherwise incur obligations on behalf of
the Corporation.





ARTICLE
VI





SHARES
AND THEIR TRANSFER





SECTION
6.1 Certificates for Shares. Certificates representing shares of the Corporation
shall be in such form as shall be determined by the Board. Such certificates
shall be signed by the President or a Vice President and by the Secretary or an
assistant secretary. The signatures of such officers upon a certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar, other than the Corporation itself or one of its employees. Each
certificate for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the Corporation. 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
therefore upon such terms and indemnity to the Corporation as the Board may
prescribe.





SECTION
6.2 Issuance. Before the Corporation issues shares, the Board shall determine
that the consideration received or to be received for the shares is adequate. A
certificate shall not be issued for any share until such share is fully
paid.





SECTION
6.3 Transfer of Shares. Transfer of shares of the Corporation shall be made only
on the stock transfer books of the Corporation by the holder of record thereof
or by his legal representative, who shall furnish proper evidence of authority
to transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. 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.





ARTICLE
VII





FISCAL
YEAR





The
fiscal year of the Corporation shall be December 31st.





ARTICLE
VIII





DIVIDENDS





From time
to time the Board may declare, and the Corporation may pay dividends on its
outstanding shares in the manner and upon the terms and conditions provided by
law and its Articles.









ARTICLE
IX





INDEMNIFICATION





The
Corporation may indemnify and advance litigation expenses to its directors,
officers, employees and agents to the extent permitted by law, the Articles or
these Bylaws, and shall indemnify and advance litigation expenses to its
directors, officers, employees and agents to the extent required by law, the
Articles or these Bylaws. The Corporation’s obligations of indemnification, if
any, shall be conditioned on the Corporation receiving prompt notice of the
claim and the opportunity to settle and defend the claim. The Corporation may,
to the extent permitted by law, purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
Corporation.





ARTICLE
X





REPEAL,
ALTERATION OR AMENDMENT





These
Bylaws may be repealed, altered, or amended, or substitute Bylaws may be adopted
at any time by a majority of the Board at any regular or special meeting, or by
the shareholders at a special meeting called for that purpose. Any amendment
made by the shareholders shall be valid.





IN
WITNESS WHEREOF, the undersigned, being the directors of Drayton Harbor
Resources Inc., adopt the foregoing Bylaws, effective as of the date first
written above.





DIRECTORS:By:
      /s/ John BrinerJOHN BRINER





CERTIFICATION





The
undersigned, as secretary of Drayton Harbor Resources Inc., hereby certifies
that the foregoing Bylaws were duly adopted by the Board of
Directors.




By:
      /s/ John BrinerJOHN BRINER










CERTIFICATE
OF AMENDMENT OF BYLAWS





OF





DRAYTON
HARBOR RESOURCES, INC.








The following amendment to the Bylaws
of Drayton Harbor Resources, Inc. (the “Corporation”) was duly adopted by the
Corporation’s directors on January 3, 2009.





That ARTICLE III, Section 3.1, shall
hereby be amended to read in its entirety as follows:





3.1.          Number and
Election.  The authorized number of directors shall be seven
(7); provided, such number may be changed by the directors so long as the number
of directors shall not be less than one or more than nine.  Directors
shall be elected by the shareholders, and each director shall serve until the
next annual meeting and until his successor is elected and qualified, or until
resignation or removal.





/s/ John J. LennonJohn J. Lennon, Secretary