BYLAWS


OF


MANAGEMENT
ENERGY, INC.


(as
amended June 3, 2010)




ARTICLE
I


OFFICES





Section
1.  Principal
Office:





The
principal office of the Corporation shall be determined by the Board of
Directors, and the Corporation shall have other offices at such places as the
Board of Directors may from time to time determine.




ARTICLE
II


STOCKHOLDERS’
MEETINGS





Section
1.  Place:





The place of stockholders' meetings
shall be the principal office of the Corporation unless another location shall
be determined and designated from time to time by the Board of
Directors.





Section
2.  Annual
Meeting:





The annual meeting of the stockholders
of the Corporation for the election of directors to succeed those whose terms
expire, and for the transaction of such other business as may properly come
before the meeting, shall be held each year on a date to be determined by the
Board of Directors.





Section
3.  Special
Meetings:





Special meetings of the stockholders
for any purpose or purposes may be called by the President, the Board of
Directors, or the holders of ten percent (l0%) or more of all the shares
entitled to vote at such meeting, by the giving of notice in writing as
hereinafter described.




Section
4.  Voting:





At all meetings of stockholders, voting
may be viva voce; but any qualified voter may demand a stock vote, whereupon
such vote shall be taken by ballot and the Secretary shall record the name of
the stockholder voting, the number of shares voted, and, if such vote shall be
by proxy, the name of the proxy holder. Voting may be in person or by proxy
appointed in writing, manually signed by the stockholder or his duly authorized
attorney-in-fact. No proxy shall be valid after eleven months from the date of
its execution, unless otherwise provided therein.  One-third of the
outstanding shares of the Corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of stockholders.




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Each stockholder shall have such rights
to vote as the Articles of Incorporation provide for each share of stock
registered in his name on the books of the Corporation, except where the
transfer books of the Corporation shall have been closed or a date shall have
been fixed as a record date, not to exceed, in any case, fifty (50) days
preceding the meeting, for the determination of stockholders entitled to
vote.  The Secretary of the Corporation shall make, at least ten (10)
days before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the principal office of the Corporation and shall be subject to
inspection by any stockholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any stockholder during the whole time of
the meeting.





Section
5.  Order of
Business:





The order of business at any meeting of
stockholders shall be as follows:





l.
Calling the meeting to order.





2.
Calling of roll.





3.
Proof of notice of meeting.





4.
Report of the Secretary of the stock represented at the meeting and the
existence or lack of a quorum.





5.
Reading of minutes of last previous meeting and disposal of any unapproved
minutes.





6.
Reports of officers.





7.
Reports of committees.





8.
Election of directors, if appropriate.





9.
Unfinished business.





10.
New business.





11.
Adjournment.





12.
To the extent that these Bylaws do not apply, Roberts' Rules of Order shall
prevail.





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Section
6.  Notices:





Written or printed notice stating the
place, day, and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than fifty (50) days before the date of the
meeting,  either personally or by mail, by or at the direction of the
President, the Secretary, or the officer or persons calling the
meeting,  to each  stockholder  of
record  entitled to vote at such meeting.  If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.





Section
7.  Quorum:





A quorum at any annual or special
meeting shall consist of the representation in person or by proxy of one-third
in number of shares of the outstanding capital stock of the Corporation entitled
to vote at such meeting.  In the event a quorum not be present, the
meeting may be adjourned by those present for a period not to exceed sixty (60)
days at any one adjournment; and no further notice of the meeting or its
adjournment shall be required.  The stockholders entitled to vote,
present either in person or by proxy at such adjourned meeting, shall, if equal
to a majority of the shares entitled to vote at the meeting, constitute a
quorum, and the votes of a majority of those present in numbers of shares
entitled to vote shall be deemed the act of the shareholders at such adjourned
meeting.





ARTICLE
III


BOARD
OF DIRECTORS





Section
1.  Organization and
Powers:





The Board of Directors shall constitute
the policy-making or legislative authority of the
Corporation.  Management of the affairs, property, and business of the
Corporation  shall be  vested  in the Board
of  Directors,  which  shall consist of not less
than one nor more than ten members,  who shall be elected at the
annual  meeting of  stockholders  by a
plurality  vote for a term of one (l) year, and shall hold office
until their successors are elected and qualify.  The number of
directors shall be established from time-to-time by a resolution of the
directors.  Directors need not be stockholders.  Directors
shall have all powers with respect to the management, control, and determination
of policies of
the  Corporation  that  are  not  limited  by  these  Bylaws,  the  Articles  of
Incorporation,  or by  statute,  and
the  enumeration  of any power shall not be considered a
limitation thereof.





Section
2.  Vacancies:





Any vacancy in the Board of Directors,
however caused or created, shall be filled by the affirmative vote of a majority
of the remaining directors, though less than a quorum of the Board, or at a
special meeting of the stockholders called for that purpose.  The
directors elected to fill vacancies shall hold office for the unexpired term and
until their successors are elected and qualify.




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Section
3.  Regular
Meetings:





A regular meeting of the Board of
Directors shall be held, without other notice than this Bylaw, immediately after
and at the same place as the annual meeting of stockholders or any special
meeting of stockholders at which a director or directors shall have been
elected.  The Board of Directors may provide by resolution the time
and place, either within or without the State of Colorado, for the holding of
additional regular meetings without other notice than such
resolution.





Section
4.  Special
Meetings:





Special meetings of the Board of
Directors may be held at the principal office of the Corporation, or such other
place as may be fixed by resolution of the Board of Directors for such purpose,
at any time on call of the President or of any member of the Board, or may be
held at any time and place without notice, by unanimous written consent of all
the members, or with the presence and participation of all members at such
meeting.  A resolution in writing signed by all the directors shall be
as valid and effectual as if it had been passed at a meeting of the directors
duly called, constituted, and held.





Section
5.  Notices:





Notices of both regular and special
meetings, save when held by unanimous consent or participation, shall be mailed
by the Secretary to each member of the Board not less than three days before any
such meeting and notices of special meetings may state the purposes thereof. No
failure or irregularity of notice of any regular meeting shall invalidate such
meeting or any proceeding thereat.





Section
6.  Quorum
and Manner of Acting:





A quorum for any meeting of the Board
of Directors shall be a majority of the Board of Directors as then
constituted.  Any act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
Any action of such majority, although not at a regularly called meeting, and the
record thereof, if assented to in writing by all of the other members of the
Board, shall always be as valid and  effective in all respects as if
otherwise duly taken by the Board of Directors.





Section
7.  Executive
Committee:





The Board of Directors may by
resolution of a majority of the Board designate two (2) or more directors to
constitute an executive committee, which committee,  to
the  extent provided in such resolution,
shall  have  and may exercise all of the authority of the
Board of Directors in the management of the Corporation; but the designation of
such committee and the delegation of authority thereto shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
imposed on it or him by law.




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Section
8.  Order of
Business:





The order
of business at any regular or special meeting of the Board of Directors, unless
otherwise prescribed for any meeting by the Board, shall be as
follows:





l.
Reading and disposal of any unapproved minutes.





2.
Reports of officers and committees.





3.
Unfinished business.





4.
New business.





5.
Adjournment.





6.
To the extent that these Bylaws do not apply, Roberts' Rules of Order shall
prevail.





ARTICLE
IV


OFFICERS




Section
l.  Titles:





The officers of the Corporation shall
consist of a President, one or more Vice Presidents, a Secretary, and a
Treasurer, who shall be elected by the directors at their first meeting
following the annual meeting of stockholders. Such officers shall hold office
until removed by the Board of Directors or until their successors are elected
and qualify.  The Board of Directors may appoint from time to time
such other officers as it deems desirable who shall serve during such terms as
may be fixed by the Board at a duly held meeting.  The Board, by
resolution, shall specify the titles, duties and responsibilities of such
officers.





Section
2.  President:





The President shall preside at all
meetings of stockholders and, in the absence of a, or the, Chairman of the Board
of Directors, at all meetings of the directors.  He shall be generally
vested with the power of the chief executive officer of the Corporation and
shall countersign all certificates, contracts, and other instruments of the
Corporation as authorized by the Board of Directors or required by
law.  He shall make reports to the Board of Directors and stockholders
and shall perform such other duties and services as may be required of him from
time to time by the Board of Directors.





Section
3.  Vice
President:





The Vice President shall perform all
the duties of the President if the President is absent or for any other reason
is unable to perform his duties and shall have such other duties as the Board of
Directors shall authorize or direct.





Section
4.  Secretary:





The Secretary shall issue notices of
all meetings of stockholders and directors, shall keep minutes of all such
meetings, and shall record all proceedings.  He shall have custody and
control of the corporate records and books, excluding the books of account,
together with the corporate seal. He shall make such reports and perform such
other duties as may be consistent with his office or as may be required of him
from time to time by the Board of Directors.




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Section
5.  Treasurer:





The Treasurer shall have custody of all
moneys and securities of the Corporation and shall have supervision over the
regular books of account.  He
shall  deposit  all  moneys, securities, and other
valuable effects of the Corporation in
such  banks  and  depositories as the Board
of  Directors  may designate and shall disburse the funds of
the  Corporation in payment of just debts and demands against the
Corporation, or as they may be ordered by the Board of  Directors,
shall render such account of his transactions as may be required of him by the
President or the Board of Directors from time to time and
shall  otherwise  perform such duties as may be required of
him by the Board of Directors.





The  Board of Directors may
require the Treasurer to  give a bond indemnifying the Corporation
against larceny, theft, embezzlement, forgery, misappropriation, or any other
act of fraud or dishonesty resulting from his duties as  Treasurer of
the  Corporation, which bond shall be in such amount as appropriate
resolution or resolutions of the Board of Directors may require.





Section
6.  Vacancies or
Absences:





If a vacancy in any office arises in
any manner, the directors then in office may choose, by a majority vote, a
successor to hold office for the unexpired term of the officer.  If
any officer shall be absent or unable for any reason to perform his duties, the
Board of Directors, to the extent not otherwise inconsistent with these Bylaws,
may direct that the duties of such officer during such absence or inability
shall be performed by such other officer or subordinate officer as seems
advisable to the Board.




ARTICLE
V


STOCK





Section
1.  Regulations:





The Board of Directors shall have power
and authority to take all such rules and regulations as they deem expedient
concerning the issue, transfer, and registration of certificates for shares of
the capital stock of the Corporation.  The Board of Directors may
appoint a Transfer Agent and/or a Registrar and may require all stock
certificates to bear the signature of such Transfer Agent and/or
Registrar.





Section
2.  Restrictions on
Stock:





The Board of Directors may restrict any
stock issued by giving the Corporation or any stockholder "first right of
refusal to purchase" the stock, by making the stock redeemable or by restricting
the transfer of the stock, under such terms and in such manner as the directors
may deem necessary and as are not inconsistent with the Articles of
Incorporation or by statute.  Any stock so restricted must carry a
stamped legend setting out the restriction or conspicuously noting the
restriction and stating where it may be found in the records of the
Corporation.




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Section
3.  Share
Certificates:





The shares of the Corporation shall be
represented by certificates or, where allowed for or required by applicable law,
shall be electronically issued without a certificate.  Every
registered holder of one or more shares of the Corporation is entitled, at the
option of the holder, to a share certificate, or a non-transferable written
certificate of acknowledgement of the right to obtain a share certificate,
stating the number and the class of shares held as shown on the securities
register.  Any certificate shall be signed in accordance with these
bylaws and need not be under corporate seal.  Certificates shall be
manually countersigned by at least one director or officer of the Corporation
and may be countersigned by or on behalf of a registrar or transfer agent of the
Corporation.  Subject to the provisions of the Nevada Business
Corporations Act, the signature of any signing director, officer, transfer agent
or registrar may be printed or mechanically reproduced on the
certificate.  Every printed or mechanically reproduced signature is
deemed to be the signature of the person whose signature it reproduces and is
binding on the Corporation.  A certificate executed as set out in this
section is valid even if a director or officer whose printed or mechanically
reproduced signature appears on the certificate no longer holds office as of the
date of the issue of the certificate.





ARTICLE
VI


DIVIDENDS
AND FINANCES





Section
l.  Dividends:





Dividends may be declared by the
directors and paid out of any funds legally available therefore, as may be
deemed advisable from time to time by the Board of Directors of the
Corporation.  Before declaring any dividends, the Board of Directors
may set aside out of net profits or earned or other surplus such sums as the
Board may think proper as a reserve fund to meet contingencies or for other
purposes deemed proper and to the best interests of the
Corporation.





Section
2.  Monies:





The monies, securities, and other
valuable effects of the Corporation shall be deposited in the name of the
Corporation in such banks or trust companies as the Board of Directors shall
designate and shall be drawn out or removed only as may be authorized by the
Board of Directors from time to time.





Section
3.  Fiscal
Year:





The Board of Directors by resolution
shall determine the fiscal year of the Corporation.




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ARTICLE
VII


AMENDMENTS





These Bylaws may be altered, amended,
or repealed by the Board of Directors by resolution of a majority of the
Board.




ARTICLE
VIII


INDEMNIFICATION





The Corporation shall indemnify any and
all of its directors or officers, or former  directors or officers, or
any person who may have served at its request as a director or
officer  of  another corporation in which this Corporation
owns shares of capital stock or of which it is a creditor and the personal
representatives of all such persons, against expenses actually and necessarily
incurred in connection with the defense of any action, suit, or proceeding in
which they, or any of them, were made parties, or a party, by reason of being or
having been directors or officers or a director or officer of the Corporation,
or of such other corporation, except in relation to matters as to which any such
director or officer or person shall have been adjudged in such action, suit,
or  proceeding to be liable for  negligence or misconduct in
the performance of any duty owed to the Corporation. Such indemnification shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled, independently of this Article, by law, under any Bylaw, agreement,
vote of stockholders, or otherwise.




ARTICLE
IX


CONFLICTS
OF INTEREST





No contract or other transaction of the
Corporation with any other persons, firms or  corporations, or in
which the Corporation is interested, shall be affected or
invalidated  by the fact that any one or more of
the  directors or officers of the Corporation is interested in or is a
director or officer of such other firm or corporation; or by the fact that any
director or officer of the Corporation, individually or jointly with others, may
be a party to or may be interested in any such contract or
transaction.





ARTICLE
X


ELECTION
REGARDING NRS 78.378 - 78.3793




The
Corporation shall not be governed by nor shall the provisions of Nevada Revised
Statutes (NRS) 78.378 through and including 78.3793 in any way whatsoever affect
the management, operation or be applied in the Corporation.




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