BY-LAWS
 
 ARTICLE I. - SHAREHOLDERS
 
 Section 1.   Place of Meetings
 
  
 Section 2.   Annual Meeting
 
 10  a 24th November
 
 Section 3.   Special Meetings
 
  
 Section 4.   Notice of Shareholders Meetings
 
  
 Section 5.   Voting
 
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 Section 6.   Quorum
 
  
 Section 7.   Number of Votes Required and Manner of Voting at Meeting
 
  
 Section 8.   Proxies
 
  
 ARTICLE II - BOARD OF DIRECTORS
 
 Section 1.   Number and Qualification
 
  
 Section 2.   Election
 
  
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 Section 3.   Resignation
 
  
 Section 4.   Vacancies
 
  
 Section 5.   Place of Meetings
 
  
 Section 6.   Annual Meeting
 
  
 Section 7.   Other Meetings
 
 (a)  Regular Meetings: Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by the Board of Directors.
 
 (b)  Special Meetings: Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, and shall be called by the President or Secretary at any time upon the request of two (2) directors in writing. Notice of any special meeting shall be given to each of the directors at least three (3) days prior to the time specified for the meeting, and may be given by any means of communication.
 
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 (c)  Waiver: Any notice provided for a meeting of the Board of Directors may be waived by a director in writing either before or after the meeting, and attendance at any meeting shall be considered as waiver of any required notice, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because such meeting is not lawfully convened.
 
 Section 8.   Quorum
 
  
 Section 9.   General Powers of Directors
 
  
 Section 10.  Specific Powers of Directors
 
  
 (a)  To adopt and alter a common seal of the corporation.
 
 (b)  To make and change regulations not inconsistent with these By-Laws, for the management of the corporation's business and affairs.
 
 (c)  To purchase, acquire, sell, convey, trade, lease, let, pledge, mortgage, assign, transfer and deliver all of the property of the corporation, real, personal or mixed, and to authorize the execution and acknowledgment and delivery of any and all character of contracts, deeds, bills of sale, transfers, assignments, leases, instruments of conveyance, mortgages, mineral deeds, oil and gas and mineral leases, pledges, dedications, deeds of trust, and such other instruments necessary or required in handling the property of the corporation without restriction or reservation.
 
 (d)  To pay for any property purchased for the corporation either wholly or partly in money, stocks, bonds, debentures, or other securities of the corporation.
 
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 (e)  To borrow money and to make and issue notes, bonds and other negotiable and transferable instruments, mortgages, deeds of trust and trust agreements, and to do every act and thing necessary to effectuate the same.
 
 (f)  To appoint and remove or suspend such Subordinate officers, agents or factors as they may deem necessary, and to determine their duties and fix, and from time to time change, their salaries or remuneration and to require security as and when they think fit.
 
 (g)  To remove any officer for cause, or any officer other than the President, Secretary, Treasurer or Vice-President, summarily without cause, and in their discretion from time to time, to devolve the powers and duties of any officer upon any other person for the time being.
 
 (h)  To confer upon any officer of the corporation the power to appoint, remove and suspend subordinate officers, agents and factors.
 
 (i)  To determine who shall be authorized on the corporation's behalf to make and sign bills, notes, acceptances, endorsements, checks, releases, receipts, contracts and other instruments.
 
 (j)  To determine who shall be entitled to vote in the name of and on behalf of the corporation upon, or to assign and transfer any shares of stock, bonds, or other securities of other corporations held by the corporation.
 
 (k)  To delegate any of the powers of the Board of Directors in relation to the ordinary business of the corporation to any standing or special committee, or to any officer or agent (with power to subdelegate) upon such terms as they think fit.
 
 (l)  To call special meetings of the stockholders for any purpose or purposes.
 
 Section 11.  Compensation of Directors
 
  
 
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 ARTICLE III - OFFICERS
 
 Section 1.   Officers
 
  
 Section 2.   Resignation
 
  
 Section 3.   Vacancies
 
  
 Section 4.   President
 
  
 Section 5.   Vice President
 
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 Section 6.   Secretary
 
  
  
 Section 7.   Treasurer
 
  
 ARTICLE IV - MISCELLANEOUS
 
 Section 1.   Principal Office
 
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  Section 2.   Seal
 
  
 Section 3.   Fiscal Year
 
  
 ARTICLE V - CAPITAL STOCK
 
 Section 1.   Capital Stock
 
  
 Section 2.   Consideration for Shares
 
  
 Section 3.   Payment for Shares
 
  
 Section 4.   Certificates Representing Shares
 
  
 Section 5.   Transfer of Stock
 
  
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 ARTICLE VI - AMENDMENTS
 
 Section 1.   Amendments of By-Laws
 
  
  
 JED MIESNERSecretary 
 
 
 
 
 
 
 
 
 
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