**BY-LAWS**

**OF**

**WESTERN RIDGE MINERALS, INC.**

**(A NEVADA CORPORATION)**

 

**ARTICLE I**

**OFFICES**

 

**Section 1. Registered Office.** The registered office of thecorporation in the State of Nevada shall be at such place as the board shall resolve.

 

**Section 2. Other Offices.** The corporation shall also haveand maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also haveoffices at such other places, both within and without the State of Nevada as the Board of Directors may from time to time determineor the business of the corporation may require.

 

**ARTICLE II**

**CORPORATE SEAL**

 

**Section 3. Corporate Seal.** The corporate seal shall consistof a die bearing the name of the corporation and the inscription, "Corporate Seal-Nevada." Said seal may be used by causingit or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

**ARTICLE III**

**STOCKHOLDERS' MEETINGS**

 

**Section 4. Place of Meetings.** Meetings of the stockholdersof the corporation shall be held at such place, either within or without the State of Nevada, as may be designated from time totime by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuantto Section 2 hereof.

** **

**Section 5. Annual Meeting.**

 

(a) The annual meeting of the stockholders of the corporation, forthe purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date andat such time as may be designated from time to time by the Board of Directors.

 

(b) At an annual meeting of the stockholders, only such businessshall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annual meeting,business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Boardof Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwiseproperly brought before the meeting by a stockholder.  For business to be properly brought before an annual meeting bya stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation.  Tobe timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporationnot later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th)day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annualmeeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from thedate contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so receivednot earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close ofbusiness on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the dateof such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting,the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is firstmade by the corporation.  A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposesto bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting andthe reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation'sbooks, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficiallyowned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that isrequired to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the"1934 Act"), in his capacity as a proponent to a stockholder proposal.  Notwithstanding the foregoing, in orderto include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting,stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in theseBylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forthin this paragraph (b).  The chairman of the annual meeting shall, if the facts warrant, determine and declare at themeeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b),and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meetingshall not be transacted.

 

(c) Only persons who are confirmed in accordance with the proceduresset forth in this paragraph (c) shall be eligible for election as directors.  Nominations of persons for election tothe Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directorsor by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the noticeprocedures set forth in this paragraph (c).  Such nominations, other than those made by or at the direction of the Boardof Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisionsof paragraph (b) of this Section 5.  Such stock¬holder's notice shall set forth (i) as to each person, if any, whomthe stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residenceaddress of such person, (B) the principal occupation or employment of such person, (c) the class and number of shares of the corporationwhich are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder andeach nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made bythe stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxiesfor election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including withoutlimitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a directorif elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) ofthis Section 5.  At the request of the Board of Directors, any person nominated by a stockholder for election as a directorshall furnish to the Secretary of the corporation that information required to be set forth in the stockholder's notice of nominationwhich pertains to the nominee.  No person shall be eligible for election as a director of the corporation unless nominatedin accordance with the procedures set forth in this paragraph (c).  The chairman of the meeting shall, if the facts warrant,determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws,and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

 

(d) For purposes of this Section 5, "public announcement"shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news serviceor in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)of the Exchange Act.

 

**Section 6. Special Meetings.**

 

(a) Special meetings of the stockholders of the corporation maybe called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii)the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or notthere exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directorsfor adoption), and shall be held at such place, on such date, and at such time, as the Board of Directors shall determine.

 

(b) If a special meeting is called by any person or persons otherthan the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted,and shall be delivered personally or sent by registered mail or by tele-graphic or other facsimile transmission to the Chairmanof the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at suchspecial meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such specialmeeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receiptof the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice tobe given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. If the notice isnot given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the timeand place of the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, oraffecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

 

**Section 7.Notice of Meetings.**Except as otherwise providedby law or the Articles of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) normore than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specifythe place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholdersmay be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waivedby any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the expresspurpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully calledor convened.  Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meetingin all respects as if due notice thereof had been given.

 

**Section 8.Quorum.** At all meetings of stockholders, exceptwhere otherwise provided by statute or by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxyduly authorized, of the holder or holders of not less than fifty percent (50%) of the outstanding shares of stock entitled to voteshall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned,from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat,but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at whicha quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholdersto leave less than a quorum. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action takenby the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be validand binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the sharespresent in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate voteby a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporationor these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy,shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise providedby the statute or by the Articles of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the caseof the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or seriesshall be the act of such class or classes or series.

 

**Section 9. Adjournment and Notice of Adjourned Meetings.**Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meetingor by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time orplace, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which theadjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at theoriginal meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed forthe adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

 

**Section 10. Voting Rights.** For the purpose of determiningthose stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whosenames shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shallbe entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in personor by an agent or agents authorized by a proxy granted in accordance with Nevada law. An agent so appointed need not be a stockholder.No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

 

**Section 11. Joint Owners of Stock.** If shares or other securitieshaving voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, jointtenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationshiprespecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrumentor order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have thefollowing effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so votingbinds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securitiesin question proportionally, or may apply to the Nevada Court of Chancery for relief as provided in the General Corporation Lawof Nevada, Section 217(b).  If the instrument filed with the Secretary shows that any such tenancy is held in unequalinterests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

 

**Section 12. List of Stockholders.** The Secretary shall prepareand make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote atsaid meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in thename of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane tothe meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place withinthe city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, atthe place where the meeting is to be held.  The list shall be produced and kept at the time and place of meeting duringthe whole time thereof and may be inspected by any stockholder who is present.

 

**Section 13. Action Without Meeting.**  No action shallbe taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, orby the written consent of the stockholders setting forth the action so taken and signed by the holders of outstanding stock havingnot less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all sharesentitled to vote upon were present and voted.

 

**Section 14. Organization.**

 

(a) At every meeting of stockholders, the Chairman of the Boardof Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairmanof the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall actas chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretaryof the meeting.

 

(b) The Board of Directors of the corporation shall be entitledto make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authorityto prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary,appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or orderof business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitationson participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxiesand such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencementthereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing ofthe polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directorsor the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentaryprocedure.

 

**ARTICLE IV**

**DIRECTORS**

 

**Section 15. Number and Qualification.** The authorized numberof directors of the corporation shall be not less than one (1) nor more than thirteen (13) as fixed from time to time by resolutionof the Board of Directors; provided that no decrease in the number of directors shall shorten the term of any incumbent directors.Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the directors shall nothave been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholderscalled for that purpose in the manner provided in these Bylaws.

 

**Section 16. Powers.** The powers of the corporation shall beexercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided bystatute or by the Articles of Incorporation.

 

**Section 17. Election and Term of Office of Directors.** Membersof the Board of Directors shall hold office for the terms specified in the Articles of Incorporation, as it may be amended fromtime to time, and until their successors have been elected as provided in the Articles of Incorporation.

 

**Section 18. Vacancies.** Unless otherwise provided in the Articlesof Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or othercauses and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directorsdetermines by resolution that any such vacancies or newly created directorships shall be filled by stockholder vote, be filledonly by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors.Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the directorfor which the vacancy was created or occurred and until such director's successor shall have been elected and qualified.  Avacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation ofany director.

 

**Section 19. Resignation.** Any director may resign at any timeby delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particulartime, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall bedeemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors,effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have powerto fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective,and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacatedand until his successor shall have been duly elected and qualified.

 

**Section 20. Removal**. Subject to the Articles of Incorporation,any director may be removed by the affirmative vote of the holders of a majority of the outstanding shares of the Corporation thenentitled to vote, with or without cause.

 

**Section 21. Meetings.**

 

(a) Annual Meetings. The annual meeting of the Board of Directorsshall be held immediately after the annual meeting of stockholders and at the place where such meeting is held. No notice of anannual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officersand transacting such other business as may lawfully come before it.

 

(b) Regular Meetings. Except as hereinafter otherwise provided,regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant toSection 2 hereof. Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors mayalso be held at any place within or without the state of Nevada which has been designated by resolution of the Board of Directorsor the written consent of all directors.

 

(c) Special Meetings. Unless otherwise restricted by the Articlesof Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Nevadawhenever called by the Chairman of the Board, the President or any two of the directors.

 

(d) Telephone Meetings. Any member of the Board of Directors, orof any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment bymeans of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shallconstitute presence in person at such meeting.

 

(e) Notice of Meetings. Notice of the time and place of all specialmeetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, telegraph or telex, during normal businesshours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first classmail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing atany time before or after the meeting and will be waived by any director by attendance thereat, except when the director attendsthe meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened.

 

(f) Waiver of Notice. The transaction of all business at any meetingof the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though hadat a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each ofthe directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records ormade a part of the minutes of the meeting.

 

**Section 22.Quorum and Voting.**

 

(a) Unless the Articles of Incorporation requires a greater numberand except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one-third ofthe exact number of directors fixed from time to time in accordance with the Articles of Incorporation, a quorum of the Board ofDirectors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordancewith the Articles of Incorporation provided, however, at any meeting whether a quorum be present or otherwise, a majority of thedirectors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, withoutnotice other than by announcement at the meeting.

 

(b) At each meeting of the Board of Directors at which a quorumis present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unlessa different vote be required by law, the Articles of Incorporation or these Bylaws.

 

**Section 23. Action Without Meeting.** Unless otherwise restrictedby the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directorsor of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the casemay be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directorsor committee.

 

**Section 24. Fees and Compensation.** Directors shall be entitledto such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolutionof the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting ofthe Board of Directors and at any meeting of a committee of the Board of Directors.  Nothing herein contained shall beconstrued to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwiseand receiving compensation therefore.

 

**Section 25.Committees.**

 

(a) Executive Committee.  The Board of Directors may byresolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more membersof the Board of Directors.  The Executive Committee, to the extent permitted by law and provided in the resolution ofthe Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management ofthe business and affairs of the corporation, including without limitation the power or authority to declare a dividend, to authorizethe issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the corporation to be affixedto all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articlesof Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuanceof shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relatingto dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange ofsuch shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock ofthe corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series),adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantiallyall of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocationof a dissolution, or amending the bylaws of the corporation.

 

(b) Other Committees.  The Board of Directors may, byresolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permittedby law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directorsand shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees,but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws.

 

(c) Term. Each member of a committee of the Board of Directors shallserve a term on the committee coexistent with such member's term on the Board of Directors. The Board of Directors, subject tothe provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committeeor terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntaryresignation from the committee or from the Board of Directors.  The Board of Directors may at any time for any reasonremove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation,removal or increase in the number of members of the committee.  The Board of Directors may designate one or more directorsas alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and,in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meetingand not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of theBoard of Directors to act at the meeting in the place of any such absent or disqualified member.

 

(d) Meetings. Unless the Board of Directors shall otherwise provide,regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at suchtimes and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been givento each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of anysuch committee may be held at any place which has been determined from time to time by such committee, and may be called by anydirector who is a member of such committee, upon written notice to the members of such committee of the time and place of suchspecial meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the timeand place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writingat any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attendssuch special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shallconstitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorumis present shall be the act of such committee.

 

**Section 26. Organization.** At every meeting of the directors,the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the Presidentis absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majorityof the directors present, shall preside over the meeting.  The Secretary, or in his absence, an Assistant Secretary directedto do so by the President, shall act as secretary of the meeting.

 

**ARTICLE V**

**OFFICERS**

 

**Section 27. Officers Designated.** The officers of the corporationshall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer,the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the Controller, all of whomshall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also appoint one ormore Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers andduties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as itshall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibitedtherefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designatedby the Board of Directors.

 

**Section 28. Tenure and Duties of Officers.**

 

(a) General. All officers shall hold office at the pleasure of theBoard of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer electedor appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomesvacant for any reason, the vacancy may be filled by the Board of Directors.

 

(b) Duties of Chairman of the Board of Directors. The Chairman ofthe Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairmanof the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties andhave such other powers as the Board of Directors shall designate from time to time. If there is no President, then the Chairmanof the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and dutiesprescribed in paragraph (c) of this Section 28.

 

(c) Duties of President. The President shall preside at all meetingsof the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointedand is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be thechief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision,direction and control of the business and officers of the corporation. The President shall perform other duties commonly incidentto his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate fromtime to time.

 

(d) Duties of Vice Presidents. The Vice Presidents may assume andperform the duties of the President in the absence or disability of the President or whenever the office of President is vacant.The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and havesuch other powers as the Board of Directors or the President shall designate from time to time.

 

(e) Duties of Secretary. The Secretary shall attend all meetingsof the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation.  TheSecretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Boardof Directors and any committee thereof requiring notice.  The Secretary shall perform all other duties given him in theseBylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers asthe Board of Directors shall designate from time to time.  The President may direct any Assistant Secretary to assumeand perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall performother duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board ofDirectors or the President shall designate from time to time.

 

(f) Duties of Chief Financial Officer. The Chief Financial Officershall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statementsof the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President.  TheChief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities ofthe corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also performsuch other duties and have such other powers as the Board of Directors or the President shall designate from time to time. ThePresident may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and performthe duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and AssistantTreasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall alsoperform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

 

**Section 29. Delegation of Authority.** The Board of Directorsmay from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provisionhereof.

 

**Section 30. Resignations.** Any officer may resign at any timeby giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effectivewhen received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event theresignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignationshall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporationunder any contract with the resigning officer.

 

**Section 31. Removal.** Any officer may be removed from officeat any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or bythe unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such powerof removal may have been conferred by the Board of Directors.

 

**ARTICLE VI**

**EXECUTION OF CORPORATE INSTRUMENTS AND VOTING**

**OF SECURITIES OWNED BY THE CORPORATION**

 

**Section 32. Execution of Corporate Instrument.** The Boardof Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons,to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporatename without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or theseBylaws, and such execution or signature shall be binding upon the corporation.

 

Unless otherwise specifically determined by the Board of Directorsor otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation,and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation,shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and bythe Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiting thecorporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directedby the Board of Directors.

 

All checks and drafts drawn on banks or other depositaries on fundsto the credit of the corporation or in special accounts of the corporation shall be signed by such person .or persons as the Boardof Directors shall authorize so to do.

 

Unless authorized or ratified by the Board of Directors or withinthe agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by anycontract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

 

**Section 33. Voting of Securities Owned by the Corporation.**All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity,shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of theBoard of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer,the President, or any Vice President.

 

**ARTICLE VII**

**SHARES OF STOCK**

 

**Section 34.  Form and Execution of Certificates.**Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Articles of Incorporationand applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name ofthe corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or AssistantTreasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or allof the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whosefacsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar beforesuch certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at thedate of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations,preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwiserequired by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholderwho so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each classof stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonabletime after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a writtennotice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise requiredby law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who sorequests the powers, designations, preferences and relative participating, optional or other special rights of each class of stockor series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expresslyprovided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shallbe identical.

 

**Section 35. Lost Certificates.** A new certificate or certificatesshall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen,or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen,or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the ownerof such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manneras it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against anyclaim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

 

**Section 36. Transfers.**

 

(a) Transfers of record of shares of stock of the corporation shallbe made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properlyendorsed certificate or certificates for a like number of shares.

 

(b) The corporation shall have power to enter into and perform anyagreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of sharesof stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General CorporationLaw of Nevada.

 

**Section 37. Fixing Record Dates.**

 

(a) In order that the corporation may determine the stockholdersentitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, inadvance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedby the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the dateof such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled tonotice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on whichnotice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  Adetermination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournmentof the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

(b) In order that the corporation may determine the stockholdersentitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exerciseany rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Boardof Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixingthe record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record dateis filed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on whichthe Board of Directors adopts the resolution relating thereto.

 

**Section 38. Registered Stockholders.** The corporation shallbe entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, andto vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shareson the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by thelaws of Nevada.

 

**ARTICLE VIII**

**OTHER SECURITIES OF THE CORPORATION**

 

**Section 39. Execution of Other Securities.** All bonds, debenturesand other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by theChairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Boardof Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signatureof the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however,that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissiblefacsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall beissued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate securitymay be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture orother corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer ofthe corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signatureof such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whosefacsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond,debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporatesecurity nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whosefacsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

 

**ARTICLE IX**

**DIVIDENDS**

 

**Section 40. Declaration of Dividends.** Dividends upon thecapital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Boardof Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of thecapital stock, subject to the provisions of the Articles of Incorporation.

 

**Section 41. Dividend Reserve.** Before payment of any dividend,there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors fromtime to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends,or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall thinkconducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the mannerin which it was created.

 

**ARTICLE X**

**FISCAL YEAR**

 

**Section 42. Fiscal Year.** The fiscal year of the corporationshall be fixed by resolution of the Board of Directors.

 

**ARTICLE XI**

**INDEMNIFICATION**

 

**Section 43. Indemnification of Directors, Executive Officers,Other Officers, Employees and Other Agents.**

 

(a) Directors Officers. The corporation shall indemnify its directorsand officers to the fullest extent not prohibited by the Nevada General Corporation Law; provided, however, that the corporationmay modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further,that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof)initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorizedby the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion,pursuant to the powers vested in the corporation under the Nevada General Corporation Law or (iv) such indemnification is requiredto be made under subsection (d).

 

(b) Employees and Other Agents. The corporation shall have powerto indemnify its employees and other agents as set forth in the Nevada General Corporation Law.

 

(c) Expense. The corporation shall advance to any person who wasor is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, oris or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, jointventure, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, allexpenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalfof such person to repay said mounts if it should be determined ultimately that such person is not entitled to be indemnified underthis Bylaw or otherwise.

 

Notwithstanding the foregoing, unless otherwise determined pursuantto paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation (except by reasonof the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action,suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made(i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or(ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legalcounsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrateclearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposedto the best interests of the corporation.

 

(d) Enforcement. Without the necessity of entering into an expresscontract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractualrights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer.Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf ofthe person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied,in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant insuch enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim.In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action thatthe claimant has not met the standard of conduct that make it permissible under the Nevada General Corporation Law for the corporationto indemnify the claimant for the amount claimed. In connection with any claim by an officer of the corporation (except in anyaction, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer isor was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such actionclear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or notopposed in the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted withoutreasonable cause to believe that his conduct was lawful. Neither the failure of the corporation (including its Board of Directors,independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnificationof the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Nevada GeneralCorporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel orits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or createa presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforcea right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is notentitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the corporation.

 

(e) Non-Exclusivity of Rights. The rights conferred on any personby this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provisionof the Articles of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to actionin his official capacity and as to action in another capacity while holding office.  The corporation is specificallyauthorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnificationand advances, to the fullest extent not prohibited by the Nevada General Corporation Law.

 

(f) Survival of Rights. The rights conferred on any person by thisBylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefitof the heirs, executors and administrators of such a person.

 

(g) Insurance. To the fullest extent permitted by the Nevada GeneralCorporation Law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person requiredor permitted to be indemnified pursuant to this Bylaw.

 

(h) Amendments. Any repeal or modification of this Bylaw shall onlybe prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action oromission to act that is the cause of any proceeding against any agent of the corporation.

 

(i) Saving Clause. If this Bylaw or any portion hereof shall beinvalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each directorand officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, orby any other applicable law.

 

(j) Certain Definitions. For the purposes of this Bylaw, the followingdefinitions shall apply:

 

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

 

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

 

(iii) The term the "corporation" shall include, in additionto the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidationor merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers,and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation,or is or was serving at the request of such constituent corporation as a director, officer, employee or agent or another corporation,partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw withrespect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separateexistence had continued.

 

(iv) References to a "director," "executive officer,""officer," "employee," or "agent" of the corporation shall include, without limitation, situationswhere such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee,trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

 

(v) References to "other enterprises" shall include employeebenefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employeebenefit plan; and references to "serving at the request of the corporation" shall include any service as a director,officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee,or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith andin a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shallbe deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Bylaw.

 

**ARTICLE XII**

**NOTICES**

 

**Section 44. Notices.**

 

(a) Notice to Stockholders. Whenever, under any provisions of theseBylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the UnitedStates mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporationor its transfer agent.

 

(b) Notice to directors. Any notice required to be given to anydirector may be given by the method stated in subsection (a), or by facsimile, telex or telegram, except that such notice otherthan one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary,or, in the absence of such filing, to the last known post office address of such director.

 

(c) Affidavit of Mailing. An affidavit of mailing, executed by aduly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected,specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whomany such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be primafacie evidence of the facts therein contained.

 

(d) Time Notices Deemed Given. All notices given by mail, as aboveprovided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shallbe deemed to have been given as of the sending time recorded at time of transmission.

 

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

 

(f) Failure to Receive Notice. The period or limitation of timewithin which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or withinwhich any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him ill the manner aboveprovided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

 

(g) Notice to Person with Whom Communication Is Unlawful.  Whenevernotice is required to be given, under any provision of law or of the Articles of Incorporation or Bylaws of the corporation, toany person with whom communication is unlawful, the giving of such notice to such person shall not be require and there shall beno duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Anyaction or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall havethe same force and effect as if such notice had been duly given.  In the event that the action taken by the corporationis such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate shallstate, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except suchpersons with whom communication is unlawful.

 

(h) Notice to Person with Undeliverable Address. Whenever noticeis required to be given, under any provision of law or the Articles of Incorporation or Bylaws of the corporation, to any stockholderto whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consentwithout a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two,payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressedto such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of suchnotice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shallhave the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a writtennotice setting forth his then current address, the requirement that notice be given to such person shall be reinstated.  Inthe event that the action taken by the corporation is such as to require the filing of a certificate under any provision of theNevada General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not requiredto be given pursuant to this paragraph.

 

**ARTICLE XII**

**AMENDMENTS**

 

**Section 45. Amendments.**

 

The Board of Directors shall have the sole power to adopt, amend,or repeal Bylaws as set forth in the Articles of Incorporation.

 

**ARTICLE XIV**

**LOANS TO OFFICERS**

 

**Section 46. Loans to Officers.** The corporation may lend moneyto, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries,including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Boardof Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee orother assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shallapprove, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemedto deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

 

**ARTICLE XV**

**BOARD OF ADVISORS**

 

**Section 47.****Board of Advisors.** The Board of Directors,in its discretion, may establish a Board of Advisors consisting of individuals who may or may not be stockholders or directorsof the corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the corporation withrespect to such matters as such officers and directors shall choose, and any other such matters which the members of such Boardof Advisors deem appropriate in furtherance of the best interest of the corporation.  The Board of Advisors shall meeton such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. Nomember of the Board of Advisors, nor the Board of Advisors itself, shall have any authority within the corporation or any decisionmaking power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, thePresident shall recommend possible members to the Board of Directors, who shall approve or reject such appointments.

 

**Declared and certified as the Bylaws of Western Ridge Minerals,Inc.**