**Exhibit 3.2**

 

AMENDED AND RESTATED BYLAWS

 

OF

 

INTAC INTERNATIONAL, INC.(a Nevada corporation)

 

1.             OFFICES

 

The Company may have offices and places of business atsuch places, within or without the State of Nevada, as the Board of Directorsmay from time to time determine or the business of the Company may require. Theregistered office of the Company shall be established and maintained asdesignated from time to time by the Board of Directors.

 

2.             MEETING OF SHAREHOLDERS

 

2.1.          PLACE OF MEETINGS

 

All meetings of the shareholders for the election ofdirectors shall be held at such place as may be fixed from time to time by theBoard of Directors, or at such other place either within or without the Stateof Nevada as shall be designated from time to time by the Board of Directorsand stated in the notice of the meeting. Meetings of shareholders for any otherpurpose may be held at such time and place, within or without the State ofNevada, as shall be stated in the notice of the meeting or in a duly executed waiverthereof.

 

2.2.          ANNUAL MEETING

 

Annual meetings of shareholders shall be held on thedate and time as shall be designated from time to time by the Board ofDirectors and stated in the notice of the meeting or in a duly executed waiverthereof.

 

2.3.          SPECIAL MEETINGS

 

Special meetings of the shareholders, for any purposeor purposes, unless otherwise prescribed by the Nevada Revised Statutes (the“NRS”), or the Articles of Incorporation (as defined in the NRS) may be calledonly by the Chairman of the Board of Directors, the President or the Secretary.A special meeting of the shareholders shall be called by the Chairman of theBoard of Directors, the President or the Secretary where directed by resolutionof the Board of Directors. Such request shall state the purpose or purposes ofthe proposed meeting.

 

2.4.          NOTICE

 

Written notice of each meeting of shareholders shallbe given in the manner prescribed in Article 4. Such notice shall statethe place, date and hour of the meeting and shall state the purpose or purposesfor which the meeting is called. In the case of a meeting to vote on a proposedmerger or consolidation, such notice shall state the purpose of the meeting andshall contain a copy of the agreement or brief summary thereof and, in the caseof a meeting to vote on a proposed sale, lease or exchange of all of thecompany’s assets, such notice shall specify that 

 

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such a resolution shallbe considered. Such notice shall be given to each shareholder of recordentitled to vote at the meeting not less than ten (10) nor more than sixty(60) days prior to the meeting, except that where the matter to be acted on isa merger or consolidation of the Company or a sale, lease or exchange of all orsubstantially all of its assets, such notice shall be given not less thantwenty (20) nor more than sixty (60) days prior to such meeting. If mailed,notice is given when deposited in the United States mail, postage prepaid,directed to the shareholder at his address as it appears on the records of thecorporation.

 

2.5.          BUSINESS

 

Business transacted at any meeting of shareholdersshall be limited to the matters stated in the notice of such meeting, whetherannual or special, those matters brought before the meeting by the Board ofDirectors, those matters brought before such meeting by a shareholder uponadvance notice in compliance with Section 2.7 and those matters deemed bythe chairman of the meeting to be proper subjects for such meeting.

 

2.6.          QUORUM AND ADJOURNMENT

 

Except as otherwise provided by the NRS or theArticles of Incorporation, the holders of a majority of the shares of thecompany issued and outstanding and entitled to vote at such meeting, present inperson or represented by proxy, shall be necessary to and shall constitute aquorum for the transaction of business at each meeting of shareholders. If aquorum shall not be present at the time fixed for any meeting, the shareholderspresent, in person or by proxy, and entitled to vote thereat shall have powerto adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present. At such adjournedmeeting at which a quorum shall be present, any business may be transacted thatmight have been transacted at the meeting as originally noticed. If theadjournment is for more than thirty (30) days, or if after the adjournment anew record date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be given to each shareholder of record entitled to vote at themeeting.

 

2.7.          NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS

 

(a)           For nomination or other business to be properly brought before anannual meeting by a shareholder pursuant to Section 2.5 above, theshareholder must have given timely notice thereof in writing to the Secretaryof the Company and such business must be a proper subject for shareholderaction under the NRS. To be timely, a shareholder’s notice shall be deliveredto the Secretary at the principal executive offices of the Company not lessthan seventy (70) days nor more than ninety (90) days prior to the firstanniversary of the preceding year’s annual meeting; provided, however, that inthe event that the date of the annual meeting is advanced by more than twenty (20)days, or delayed by more than seventh (70) days, from such anniversary date,notice by the shareholder to be timely must be so delivered not earlier thanthe 90th day prior to such annual meeting and not later than the close ofbusiness on the later of the 70th day prior to such annual meeting or the 10thday following the day on which public announcement of the date of such meetingis first made. Such shareholder’s notice shall set forth (i) as to eachperson whom the shareholder proposes to nominate for election or reelection asa director, all information relating to such person that is required to bedisclosed in solicitations of 

 

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proxiesfor election of directors, or is otherwise required, in each case pursuant toRegulation 14A under the Securities Exchange Act of 1934, as amended, includingsuch person’s written consent to being named in the proxy statement as anominee and to serving as a director if elected; (ii) as to any otherbusiness that the shareholder proposes to bring before the meeting, a briefdescription of the business desired to be brought before the meeting, thereasons for conducting such business at the meeting and any material interestin such business of such shareholder and the beneficial owner, if any, on whosebehalf the proposal is made; and (iii) as to the shareholder giving thenotice and the beneficial owner, if any, on whose behalf the nomination orproposal is made (X) the name and address of such shareholder, as they appearon the Company’s books, and of such beneficial owner and (Y) the class andnumber of shares of the Company which are owned beneficially and of record bysuch shareholder and such beneficial owner.

 

(b)           Notwithstanding anything in the second sentence ofSection 2.7(a) above to the contrary, in the event that the number ofdirectors to be elected to the Board of Directors is increased and there is nopublic announcement naming all of the nominees for director or specifying thesize of the increased Board of Directors made by the Company at least eighty(80) days prior to the first anniversary of the preceding year’s annualmeeting, a shareholder’s notice required by Section 2.7(a) shall alsobe considered timely, but only with respect to nominees for any new positionscreated by such increase, if it shall be delivered to the Secretary at theprincipal executive offices of the Company not later than the close of businesson the 10th day following the day on which such public announcement is firstmade by the Company.

 

(c)           Nominations of persons for election to the Board of Directors may bemade at a special meeting of shareholders at which directors are to be elected(i) by or at the direction of the Board of Directors or (ii) by anyshareholder of the Company who is entitled to vote at the meeting, who complieswith the notice procedures set forth in this Section 2.7(c) and whois a shareholder of record at the time such notice is delivered to theSecretary of the Company. Nominations by shareholders of persons for electionto the Board of Directors may be made at such a special meeting of shareholdersif the shareholder’s notice as required by Section 2.7(a) shall bedelivered to the Secretary at the principal executive office of the Company notearlier than the 90th day prior to such special meeting and not later than theclose of business on the later of the 70th day prior to such special meeting orthe 10th day following the day on which public announcement is first made ofthe date of the special meeting and of the nominees proposed by the Board ofDirectors to be elected at such meeting.

 

2.8.          VOTING

 

Unless otherwise provided in the Articles ofIncorporation, and subject to the provisions of Section 6.4, eachshareholder shall be entitled to one vote, in person or by proxy, for eachshare of capital stock held by such shareholder. If the Articles ofIncorporation provides for more or less than one vote for any share, on anymatter, every reference in these Bylaws to a majority or other proportion ofstock shall refer to such majority or other proportion of the votes of suchstock.

 

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2.9.          VOTE REQUIRED

 

When a quorum is present at any meeting, in allmatters other than the election of directors, the vote of the holders of amajority of the shares present in person or represented by proxy and entitledto vote on the subject matter shall decide any question brought before suchmeeting, unless the question is one upon which by express provision of the NRSor the Articles of Incorporation, a different vote is required in which casesuch express provision shall govern and control the decision of such question.Directors shall be elected by a plurality of the votes cast, either in personor represented by proxy, with respect to the election of directors.

 

2.10.        VOTING LISTS

 

The officer who has charge of the stock ledger of theCompany shall prepare and make, at least ten (10) days before everymeeting of shareholders, a complete list of the shareholders entitled to voteat the meeting, arranged in alphabetical order, and showing the address of eachshareholder and the number of shares registered in the name of eachshareholder. Such list shall be open for examination by any shareholder, forany purpose germane to the meeting, during ordinary business hours, for aperiod 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 thenotice of the meeting, or, if not so specified, at the place where the meetingis to be held. The list shall also be produced and kept at the time and placeof the meeting during the whole time thereof and may be inspected by anyshareholder who is present.

 

2.11.        PROXY

 

Each shareholder entitled to vote at a meeting ofshareholders or to express consent or dissent to corporate action in writingwithout a meeting may authorize another person or persons to act for him byproxy, but no such proxy shall be voted or acted upon after six months from itsdate, unless the proxy provides for a longer period, which may not exceed sevenyears from its date. A duly executed proxy shall be irrevocable if it statesthat it is irrevocable and if, and only as long as, it is coupled with aninterest sufficient in law to support an irrevocable power. A proxy may be madeirrevocable regardless of whether the interest with which it is coupled is aninterest in the stock itself or an interest in the Company generally.

 

2.12.        SHAREHOLDER ACTION

 

Any action by shareholders that may be taken at anannual or special meeting of shareholders of the Company may be taken bywritten consent of the shareholders in lieu of a meeting if authorized by awriting signed by holders of a majority, or such other percentage as may berequired by the NRS or the Articles of Incorporation of the Company, of theshares entitled to vote on the action and in the manner provided by the NRS.

 

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3.             DIRECTORS

 

3.1.          BOARD OF DIRECTORS

 

The business and affairs of the Company shall bemanaged by or under the direction of its Board of Directors, which may exerciseall such powers of the Company and do all such lawful acts and things, exceptas limited in the NRS or the Articles of Incorporation.

 

3.2.          NUMBER, ELECTION AND TENURE

 

The number of directors that shall constitute theentire Board of Directors shall not be less than one (1) nor more thanfifteen (15).  Within the limitsspecified herein and except as otherwise specified in the Articles ofIncorporation, the number of directors shall be determined by a resolution ofthe Board of Directors.  The directorsshall be elected at the annual meeting of the shareholders, except as providedin the Articles of Incorporation or Section 3.3 of these Bylaws, and eachdirector elected shall hold office for the term for which he is elected oruntil his earlier resignation, removal, retirement or death.  Any director may resign at any time uponwritten notice to the Company.  Directorsneed not be shareholders of the Company, citizens of the United States orresidents of the State of Nevada.

 

3.3.          VACANCIES

 

Except as otherwise provided in the Articles ofIncorporation:

 

(a)           Vacancies in the Board of Directors and newly created directorshipsresulting from any increase in the authorized number of directors may be filledby a majority of the directors then in office, although less than quorum, or bya sole remaining director, and the directors so chosen shall hold office untilthe next annual election and until their successors are duly elected andqualified, or until their earlier resignation, removal, retirement or death.

 

(b)           If at any time, by reason of death or resignation or other cause, theCompany should have no directors in office, then any officer or any shareholderor an executor, administrator, trustee or guardian of a shareholder, or otherfiduciary entrusted with like responsibility for the person or estate of ashareholder, may call a special meeting of shareholders in accordance with theprovisions of the Articles of Incorporation or these Bylaws.

 

3.4.          MEETINGS

 

The Board of Directors may hold its meetings, and havean office or offices, within or without the State of Nevada.

 

3.5.          NOTICE

 

Regular meetings of the Board of Directors may be heldwithout notice at such time and at such place as shall from time to time bedetermined by the Board of Directors.  Aspecial meeting of the Board of Directors may be called by the Chairman of theBoard, the President, the Secretary or on the written request of any two directors.  Notice of each special meeting of the Boardof Directors, specifying the place, day and hour of the meeting, shall be givenin the 

 

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manner prescribed inArticle 4 and in this Section 3.5, either personally or ashereinafter provided, to each director at least (i) 24 hours before themeeting if such notice is delivered personally or by means of telephone,courier or telecopy; (ii) two (2) days before the meeting if suchnotice is delivered by a recognized express delivery service; and(iii) ten (10) days before the meeting if such notice is delivered byfirst class mail.  Neither the businessto be transacted at, nor the purpose of any meeting of the Board of Directors,need be specified in the notice of the meeting.

 

3.6.          QUORUM AND VOTING

 

Except as may be otherwise specifically provided bythe NRS or the Articles of Incorporation:

 

(a)           A majority of the total number of directors shall constitute a quorumfor the transaction of business.

 

(b)           The vote of the majority of the directors present at any meeting atwhich a quorum is present shall be the act of the Board of Directors.

 

(c)           Members of the Board of Directors or members of any committeedesignated by the Board of Directors may participate in meetings of the Boardof Directors or of such committee by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and participation in such meeting shall constitutepresence in person at such meeting.

 

3.7.          CONSENTS

 

Unless otherwise restricted by the Articles ofIncorporation, any action required or permitted to be taken at any meeting ofthe Board of Directors, or of any committee thereof, may be taken without ameeting if all members of the Board of Directors or committee, as the case maybe, consent thereto in writing, and the writing or writings are filed with theminutes of proceedings of the Board of Directors or committee.

 

3.8.          COMMITTEES

 

Except as otherwise specified in the Articles ofIncorporation:

 

(a)           The Board of Directors may designate one or more committees, eachcommittee to consist of one or more directors of the Company.

 

(b)           The Board of Directors may designate one or more directors as alternatemembers of any committee, who may replace any absent or disqualified member atany meeting of the committee.

 

(c)           Any such committee, to the extent provided in the resolution, shallhave and may exercise all the powers and authority of the Board of Directors inthe management of the business and affairs of the Company, and may authorizethe seal of the Company to be affixed to all papers that may require it;provided, however, that no such committee shall have 

 

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thepower or authority in reference to the following matters: (i) approving,adopting or recommending to the shareholders any action or matter expresslyrequired by the NRS to be submitted to shareholders for approval or(ii) adopting, amending or repealing any bylaw of the Company.

 

(d)           In the absence or disqualification of any member of such committee orcommittees, the member or members thereof present at any meeting and notdisqualified from voting, whether or not he or they constitute a quorum, may unanimouslyappoint another member of the Board of Directors to act at the meeting in theplace of any such absent or disqualified member.

 

(e)           Such committee or committees shall have such name or names as may bedetermined from time to time by resolution adopted by the Board of Directors.

 

3.9.          COMMITTEE MINUTES

 

Each committee shall keep regular minutes of itsmeetings and report the same to the Board of Directors when required.

 

3.10.        COMPENSATION OF DIRECTORS

 

(a)           The directors as such, and as members of any standing or specialcommittee, may receive such compensation for their services as may be fixedfrom time to time by resolution of the Board of Directors. Nothing hereincontained shall be construed to preclude any director from serving the Company inany other capacity and receiving compensation therefor.

 

(b)           The directors may be paid their expenses, if any, for attendance ateach meeting of the Board of Directors and may be paid a fixed sum forattendance at each meeting of the Board of Directors or a stated salary asdirector. Members of special or standing committees may be allowed likecompensation for attending committee meetings.

 

3.11.        REMOVAL OF DIRECTORS

 

Any director may be removed at any annual or specialshareholders’ meeting upon the affirmative vote of two-thirds (2/3rds) of theholders of the outstanding shares of voting stock of the Company at that timeentitled to vote thereon.

 

3.12.        TRANSACTIONS INVOLVING INTERESTS OF DIRECTORS

 

In the absence of fraud, no contract or othertransaction of the Company shall be affected or invalidated by the fact thatany of the directors of the Company is interested in any way in, or connectedwith any other party to, such contract or transaction or is a party to suchcontract or transaction; provided, however, that such contract or transactionsatisfies Section 78.140 of the NRS. Each and every person who is or maybecome a director of the company hereby is relieved, to the extent permitted bylaw, from any liability that might otherwise exist from contracting in goodfaith with the Company for the benefit of such person or any person in whichsuch person may be interested in any way or with which such person may beconnected in any way. Any 

 

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director of the Companymay vote and act upon any matter, contract or transaction between the Companyand any other person without regard to the fact that such director also is astockholder, director or officer of, or has any interest in, such other person;provided, however, that such director shall disclose any such relationship orinterest to the Board prior to a vote or action.

 

4.             NOTICES

 

4.1.          FORM OF NOTICE

 

Whenever, under the provisions of the NRS, theArticles of Incorporation or these Bylaws, notice is required to be given toany director or shareholder, it shall not be construed to mean personal notice,but such notice may be given in writing, by first class or express mail,addressed to such director or shareholder, at his address as it appears on therecords of the Company, with postage thereon prepaid, and such notice shall bedeemed to be given at the time when the same shall be deposited in the UnitedStates mail, except that, in the case of directors, notice sent by first classmail shall be deemed to have been given ten (10) days after beingdeposited in first class mail. Whenever, under these Bylaws, notice may begiven by courier or telecopy, notice shall be deemed to have been given 24hours after being deposited with a courier service for delivery or, in the caseof telecopy, when dispatched.

 

4.2.          WAIVER OF NOTICE

 

Whenever notice is required to be given under anyprovisions of the NRS, the Articles of Incorporation or these Bylaws, a writtenwaiver, signed by the person or persons entitled to notice, whether before orafter the time stated therein, shall be deemed equivalent to notice. Attendanceof a person at a meeting shall constitute a waiver of notice of such meeting,except when the person attends a 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. Neither the business to betransacted at, nor the purpose of, any regular or special meeting of theshareholders, directors, or members of a committee of directors need bespecified in any written waiver of notice unless so required by the Articles ofIncorporation or the Bylaws.

 

5.             OFFICERS

 

5.1.          SELECTION OF OFFICERS

 

The officers of the Company shall be chosen by thedirectors and shall consist of a president, secretary and treasurer. The Boardof Directors may also choose a chairman of the board, a chief executiveofficer, chief operating officer, chief financial officer, one or more vicepresidents, one or more assistant secretaries and one or more assistanttreasurers. Any number of offices may be held by the same person, unless theArticles of Incorporation or these Bylaws otherwise provide. A failure to electofficers shall not require the Company to be dissolved. The Board of Directorsmay also choose such other officers, or leave positions vacant, as it shalldeem necessary.

 

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5.2.          TERM OF OFFICE, REMOVAL AND VACANCIES

 

Each officer of the Company shall hold his office untilhis successor is duly elected and qualified or until his earlier resignation,removal, retirement or death. Any officer may resign at any time upon writtennotice to the Company. Any officer elected or appointed by the Board ofDirectors may be removed at any time by the affirmative vote of a majority ofthe Board of Directors. Any vacancy occurring by death, resignation, removal orotherwise, in any office of the Company, shall be filled by the Board ofDirectors.

 

5.3.          COMPENSATION

 

The salaries of the officers of the Company may befixed by the Board of Directors.

 

5.4.          BOND

 

The Company may secure the fidelity of any or all ofits officers or agents by bond or otherwise.

 

5.5.          CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

 

The chairman of the board, if elected, shall exercisesuch powers and perform such duties as shall be assigned to or required of himfrom time to time by the Board of Directors or these bylaws and shall havegeneral supervisory authority over the Chief Executive Officer. The chairman ofthe board shall preside, when present, at all meetings of the shareholders andthe Board of Directors. The chairman of the board may execute bonds, mortgagesand other contracts requiring a seal under the seal of the Company, exceptwhere required or permitted by law to be otherwise signed and executed andexcept where the signing and execution thereof shall be expressly delegated bythe Board of Directors to some other officer or agent of the Company.

 

5.6.          CHIEF EXECUTIVE OFFICER

 

The chief executive officer, if elected, shallexercise such powers and perform such duties as shall be assigned to orrequired of him from time to time by the chairman of the board or the Board ofDirectors. The chief executive officer shall have general supervisory authorityover the President and the other officers of the Company and shall beresponsible for insuring that the President and the other officers of theCompany are capable of fulfilling their respective duties to the Company. Inthe absence of the chairman of the board or in the event of his inability orrefusal to act, the chief executive officer shall perform the duties andexercise the powers of the chairman of the board.

 

5.7.          PRESIDENT

 

The president shall have general supervisoryresponsibilities for the day-to-day operations of the Company. The Presidentshall report to the chief executive officer and shall exercise such powers andperform such duties as shall be assigned to or required of him from time totime by the Board of Directors or these bylaws. In the absence of the chairmanof the board and the chief executive officer, or in the event of theirinability or refusal to act, the president shall perform the duties andexercise the powers of such respective officer. The president may execute bonds,mortgages and other contracts requiring a seal under the seal of the 

 

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Company, except whererequired or permitted by law to be otherwise signed and executed and exceptwhere the signing and execution thereof shall be expressly delegated by theBoard of Directors to some other officer or agent of the Company.

 

5.8.          VICE PRESIDENT

 

Each Vice President, if any, shall perform such dutiesas shall be assigned to him by the Board of Directors or President, and, in theabsence or disability of the President, the most senior in rank of the VicePresidents shall perform the duties of the President.

 

5.9.          SECRETARY

 

The Secretary shall attend all meetings of the Boardof Directors and all meetings of the shareholders and record all theproceedings of the meetings of the Board of Directors and the shareholders in abook to be kept for that purpose and shall perform like duties for the standingcommittees when required. He shall give, or cause to be given, notice of allmeetings of the shareholders and special meetings of the Board of Directors,and shall perform such other duties as may be prescribed by the Board ofDirectors or President. He shall be the custodian of the seal of the Companyand he, or an assistant secretary, shall have authority to affix the same toany instrument requiring it, and when so affixed, it may be attested by hissignature or by the signature of such assistant secretary. The Board ofDirectors may give general authority to any other officer to affix the seal ofthe Company and to attest the affixing by his signature.

 

5.10.        ASSISTANT SECRETARY

 

The Assistant Secretary, if any, or AssistantSecretaries, if more than one, shall perform the duties of the secretary in hisor her absence and shall perform such other duties as the Board of Directors,the President or the Secretary may from time to time designate.

 

5.11.        TREASURER

 

The Treasurer shall have custody of the corporatefunds and securities and shall keep, or cause to be kept, full and accurateamounts of receipts and disbursements in books kept for that purpose. He shalldeposit all monies, and other valuable effects, in the name and to the creditof the Company, in such depository as the Board of Directors shall designate.As directed by the Board of Directors or the President, he shall disbursemonies of the Company, taking proper vouchers for such disbursements and shallrender to the President and directors an account of all his transactions asTreasurer and of the financial condition of the Company. In addition, he shallperform all the usual duties incident to the office of Treasurer.

 

5.12.        TRANSACTIONS INVOLVING INTERESTS OF OFFICERS

 

In the absence of fraud, no contract or othertransaction of the Company shall be affected or invalidated by the fact thatany of the officers of the Company is interested in any way in, or connectedwith any other party to, such contract or transaction, or are themselvesparties to such contract or transaction; provided, however, that such contractor transaction complies with Section 78.140 of the NRS. Each and everyperson who is or may become an officer of the Company hereby is relieved, tothe extent permitted by law, when acting in good faith, from any 

 

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liability that mightotherwise exist from contracting with the Company for the benefit of suchperson or any person in which such person may be interested in any way or withwhich such person may be connected in any way.

 

6.             CERTIFICATES OF STOCK AND TRANSFERS

 

6.1.          CERTIFICATES OF STOCK; UNCERTIFICATED SHARES

 

The shares of the Company shall be represented bycertificates, provided that the Board of Directors may provide by resolution orresolutions that some or all of any or all classes or series of its stock shallbe uncertificated shares. Any such resolution shall not apply to sharesrepresented by a certificate until such certificate is surrendered to theCompany. Notwithstanding the adoption of such a resolution by the Board ofDirectors, every holder of stock represented by certificates and upon requestevery holder of uncertificated shares shall be entitled to have a certificatesigned by, or in the name of the Company by, the Chairman of the Board, thePresident or any Vice President, and countersigned by the Secretary or anyAssistant Secretary or the Treasurer, representing the number of sharesregistered in certificate form. Any or all the signatures on the certificatemay be a facsimile. In case any officer, transfer agent or registrar who hassigned or whose facsimile signature has been placed upon a certificate shallhave ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Company with the same effect asif he were such officer, transfer agent or registrar at the date of issue.

 

6.2.          LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEWCERTIFICATE OR UNCERTIFICATED SHARES

 

The Board of Directors may issue a new certificate ofstock or uncertificated shares in place of any certificate therefore issued byit, alleged to have been lost, stolen or destroyed, and the Company may requirethe owner of the lost, stolen or destroyed certificate, or his legalrepresentative to give the Company a bond sufficient to indemnify it againstany claim that may be made against it on account of the alleged loss, theft ordestruction of any such certificate or the issuance of such new certificate oruncertificated shares.

 

6.3.          RECORD DATE

 

In order that the Company may determine the shareholdersentitled to notice of, or to vote at, any meeting of shareholders or at anyadjournment thereof in respect of which a new record date is not fixed, or toconsent to corporate action without a meeting, or entitled to receive paymentof any dividend or other distribution or allotment of any rights, or entitledto exercise any rights in respect of any change, conversion or exchange ofstock, or for the purpose of any other lawful action, the Board of Directorsmay fix a record date, which record date shall not precede the date upon whichthe resolution fixing the record date is adopted by the Board of Directors andwhich date shall not be more than sixty (60) nor less than ten (10) daysbefore the date of any such meeting, nor more than ten (10) days after thedate on which the date fixing the record date for the consent of shareholderswithout a meeting is adopted by the Board of Directors, nor more than sixty(60) days prior to any other such action. A determination of shareholders ofrecord entitled to notice of or to vote at a meeting of shareholders shallapply to 

 

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any adjournment of themeeting; provided, however, that the Board of Directors may fix a new recorddate for the adjourned meeting.

 

6.4.          REGISTERED SHAREHOLDERS

 

The Company shall be entitled to recognize theexclusive right of a person registered on its books as of any record date fixedor determined pursuant to Section 6.3 as the owner of shares to receivedividends, and to vote as such owner, and to hold liable for calls andassessments a person registered on its books as the owner of shares, and shallnot be bound to recognize any equitable or other claim to or interest in suchshare or shares on the part of any other person, regardless of whether it shallhave express or other notice thereof, except as otherwise provided by the NRS.

 

7.             GENERAL PROVISIONS

 

7.1.          DIVIDENDS

 

Dividends upon the capital stock of the Company,subject to the provisions of the Articles of Incorporation, if any, may bedeclared by the Board of Directors at any regular or special meeting inaccordance with the NRS. Dividends may be paid in cash, in property, or inshares of the Company’s capital stock, subject to the provisions of theArticles of Incorporation.

 

7.2.          LIABILITY OF DIRECTORS AS TO DIVIDENDS OR STOCK REDEMPTION

 

A member of the Board of Directors, or a member of anycommittee designated by the Board of Directors, shall be fully protected inrelying in good faith upon the records of the Company and upon suchinformation, opinions, reports or statements presented to the Company by any ofits officers or employees, or committees of the Board of Directors, or by anyother person as to matters the director reasonably believes are within suchother person’s professional or expert competence and who has been selected withreasonable care by or on behalf of the Company, as to the value and amount ofthe assets, liabilities and/or net profits of the Company, or any other factspertinent to the existence and amount of surplus or other funds from whichdividends might properly be declared and paid, or with which the Company’sstock might properly be purchased or redeemed.

 

7.3.          RESERVE FOR DIVIDENDS

 

Before declaring any dividend, there may be set asideout of any funds of the Company available for dividends such sum or sums as thedirectors from time to time, in their absolute discretion, think proper as areserve or reserves to meet contingencies, or for equalizing dividends, or forrepairing or maintaining any property of the Company, or for such other purposeas the directors shall think conducive to the interest of the Company, and thedirectors may modify or abolish any such reserve in the manner in which it wascreated.

 

7.4.          SIGNING CHECKS, NOTES, ETC.

 

All checks or other orders for the payment of moneyand all notes or other instruments evidencing indebtedness of the Company shallbe signed on its behalf by such officer or officers 

 

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or such other person or personsas the Board of Directors may from time to time designate, or, if not sodesignated, by the President or any Vice President of the Company.

 

7.5.          FISCAL YEAR

 

The fiscal year of the Company shall end onDecember 31 of each year or as otherwise determined by resolution of theBoard of Directors.

 

7.6.          SEAL

 

The corporate seal, if any, shall have inscribedthereon the name of the Company, the year of its organization and the words“Corporate Seal, Nevada”. The seal may be used by causing it or a facsimilethereof to be impressed or affixed or otherwise reproduced. The use of the sealis not necessary on any corporate document and its use or nonuse shall not inany way affect the legality of the document.

 

7.7.          VOTING OF SECURITIES OF OTHER COMPANIES

 

In the event that the Company shall, at any time orfrom time to time, own and have power to vote any securities (including, butnot limited to, shares of stock or partnership interests) of any other issuer,they shall be voted by such person or persons, to such extent and in suchmanner, as may be determined by the Board of Directors or, if not sodetermined, by any duly elected officer of the Company.

 

7.8.          NEVADA CONTROL SHARES ACT

 

The provisions of the NRS Sections 78.378 - 78.3793(the “Control Shares Act”), do not apply to any acquisition of a controllinginterest (as defined in the Control Shares Act) in the Company.

 

8.             AMENDMENTS

 

These Bylaws may be altered, amended or repealed, andnew Bylaws may be adopted, by the shareholders, or by the Board of Directors,except as may be required by the NRS.

 

9.             INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

9.1.          POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BYOR IN THE RIGHT OF THE COMPANY.

 

Subject to Section 9.4 of this Article 9,any person who was or is a party or is threatened to be made a party to anythreatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative (except an action by or in the rightof the Company) (a “Proceeding”), by reason of the fact that such person is orwas a director, officer, employee or agent of the Company, or is or was servingat the request of the Company as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise, maybe indemnified and held harmless by the Company to the fullest extent permittedby Nevada law against expenses, including attorneys’ fees, judgments, fines and

 

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amounts paid in settlementactually and reasonably incurred by such person in connection with suchProceeding (collectively, “Costs”) if such person acted in good faith and in amanner such person reasonably believed to be in or not opposed to the bestinterests of the Company, and, with respect to any criminal action orproceeding, had no reasonable cause to believe such person’s conduct wasunlawful. The termination of any Proceeding by judgment, order, settlement,conviction, or upon a plea of nolo contendere or its equivalent, does not, ofitself, create a presumption that the person did not act in good faith and in amanner which such person reasonably believed to be in or not opposed to thebest interests of the Company, and that, with respect to any criminal action orproceeding, such person had reasonable cause to believe that such person’sconduct was unlawful.

 

9.2.          POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHTOF THE COMPANY.

 

Subject to Section 9.4 of this Article 9,the Company may indemnify any person who was or is a party or is threatened tobe made a party to any threatened, pending or completed Proceeding by or in theright of the Company to procure a judgment in its favor by reason of the factthat such person is or was a director, officer, employee or agent of theCompany, or is or was serving at the request of the Company as a director,officer, employee, or agent of another corporation, partnership, joint venture,trust or other enterprise against Costs incurred by such person in connectionwith the defense or settlement of such action or suit if such person acted ingood faith and in a manner such person reasonably believed to be in or notopposed to the best interests of the Company. Indemnification may not be madefor any claim, issue or matter as to which such person has been adjudged by acourt of competent jurisdiction, after exhaustion of all appeals therefrom, tobe liable to the Company or for amounts paid in settlement to the Company,unless and only to the extent that the court in which the action or suit wasbrought or other court of competent jurisdiction determines upon applicationthat in view of all the circumstances of the case, the person is fairly andreasonably entitled to indemnity for such expenses as the court deems proper.

 

9.3.          REQUIRED INDEMNIFICATION.

 

To the extent that a director, officer, employee oragent of the Company has been successful on the merits or otherwise in defenseof any Proceeding referred to in Sections 9.1 and 9.2, or in defense of anyclaim, issue or matter therein, the Company shall indemnify such person againstCosts.

 

9.4.          AUTHORIZATION OF INDEMNIFICATION.

 

Any discretionary indemnification under thisArticle 9 (unless ordered by a court or advanced pursuant toSection 9.7 hereof) may be made by the Company only as authorized in thespecific case upon a determination that indemnification of the director,officer, employee or agent is proper in the circumstances. The determinationmust be made: (a) by the Board by a majority vote of a quorum consistingof directors who were not parties to the Proceeding, (b) if a majorityvote of a quorum consisting of directors who were not parties to the Proceedingso orders, by independent legal counsel in a written opinion, (c) if aquorum consisting of directors 

 

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who were not parties tothe Proceeding cannot be obtained, by independent legal counsel in a writtenopinion, or (d) by the stockholders.

 

9.5.          GOOD FAITH DEFINED.

 

For purposes of any determination underSection 9.4 of this Article 9, a person shall be deemed to have actedin good faith and in a manner such person reasonably believed to be in or notopposed to the best interests of the Company, or, with respect to any criminalaction or proceeding, to have had no reasonable cause to believe such person’sconduct was unlawful, if such person’s action is based on the records or booksof account of the Company or another enterprise, or on information supplied tosuch person by the officers of the Company or another enterprise in the courseof their duties, or on the advice of legal counsel for the Company or anotherenterprise or on information or records given or reports made to the Company oranother enterprise by an independent certified public accountant or by anappraiser or other expert selected with reasonable care by the Company oranother enterprise. The term “another enterprise” as used in thisSection 9.5 shall mean any other corporation or any partnership, jointventure, trust, employee benefit plan or other enterprise of which such personis or was serving at the request of the Company as a director, officer,employee or agent. The provisions of this Section 9.5 shall not be deemedto be exclusive or to limit in any way the circumstances in which a person maybe deemed to have met the applicable standard of conduct set forth in Sections9.1 or 9.2 of this Article 9, as the case may be.

 

9.6.          INDEMNIFICATION BY A COURT.

 

If a claim under Sections 9.1 or 9.2 is not paid infull by the Company within 30 days after a written claim has been received bythe Company, the claimant may at any time thereafter bring suit against theCompany to recover the unpaid amount of the claim and, if successful in wholeor in part, the claimant shall be entitled to be paid also the expense ofprosecuting such claim. It shall be a defense to any such action (other than anaction brought to enforce a claim for Costs incurred in defending anyProceeding in advance of its final disposition where the required undertaking,if any is required, has been tendered to the Company) that the claimant hasfailed to meet a standard of conduct which makes it permissible under Nevadalaw for the Company to indemnify the claimant for the amount claimed. Neitherthe failure of the Company (including the Board, independent legal counsel, orthe stockholders) to have made a determination prior to the commencement ofsuch action that indemnification of the claimant is permissible in thecircumstances because such claimant has met such standard of conduct, nor anactual determination by the company (including the Board, independent legalcounsel, or the stockholders) that the claimant has not met such standard ofconduct, shall be a defense to the action or create a presumption that theclaimant has failed to meet such standard of conduct.

 

9.7.          EXPENSES PAYABLE IN ADVANCE.

 

The right to indemnification conferred in thisArticle 9 shall include the right to be paid by the Company the Costsincurred in defending a Proceeding as they are incurred and in advance of thefinal disposition of a Proceeding; provided, however, that the Company shallpay the Costs of officers and directors only upon receipt of an undertaking byor on behalf of the officer or director to repay the amount if it is ultimatelydetermined by a court of competent 

 

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jurisdiction that suchperson is not entitled to be indemnified by the Company. The provisions of thisSection 9.7 do not affect any rights to advancement of expenses to whichemployees of the Company other than officers or directors may be entitled underany contract or otherwise by law.

 

9.8.          NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

 

The right to indemnification and advancement of Costsauthorized in this Article 9 or ordered by a court: (a) does notexclude any other rights to which a person seeking indemnification oradvancement of expenses may be entitled under the Articles of the Company orany agreement, vote of stockholders or disinterested directors or otherwise,for either an action in such person’s official capacity or an action in anothercapacity while holding such person’s office, except that indemnification,unless ordered by a court pursuant to Nevada law or the advancement of expensesmade pursuant to Section 9.7, may not be made to or on behalf of anydirector or officer if a final adjudication establishes that such person’s actsor omissions involved intentional misconduct, fraud or a knowing violation ofthe law and was material to the cause of action; (b) continues for aperson who has ceased to be a director, officer, employee, or agent and inuresto the benefit of the heirs, executors and administrators of such a person.

 

9.9.          INSURANCE.

 

The Company may purchase and maintain insurance ormake other financial arrangements on behalf of any person who is or was adirector, officer, employee or agent of the Company, or is or was serving atthe request of the Company as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise inaccordance with Section 78.752 of the NRS.

 

9.10.        CERTAIN DEFINITIONS.

 

9.10.1      Forpurposes of this Article 9, references to “the Company” shall include, inaddition to the resulting corporation, any constituent corporation (includingany constituent of a constituent) absorbed in a consolidation or merger which,if its separate existence had continued, would have had power and authority toindemnify its directors, officers, employees or agents so that any person whois or was a director, officer, employee or agent of such constituentcorporation or is or was serving at the request of such constituent corporationas a director, officer, employee or agent of another corporation, partnership,joint venture, trust, employee benefit plan or other enterprise, shall stand inthe same position under the provisions of this Article 9 with respect tothe resulting or surviving corporation as such person would have with respectto such constituent corporation if its separate existence had continued.

 

9.10.2.     Forpurposes of this Article 9, references to “fines” shall include any excisetaxes assessed on a person with respect to an employee benefit plan.

 

9.10.3.     Forpurposes of this Article 9, references to “serving at the request of theCompany” shall include any service as a director, officer, employee or agent ofthe Company which imposes duties on, or involves services by, such director,officer, employee or agent with respect to an employee benefit plan, itsparticipants or beneficiaries;

 

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9.10.4      Forpurposes of this Article 9, a person who acted in good faith and in amanner such person reasonably believed to be in the interest of theparticipants and beneficiaries of an employee benefit plan shall be deemed tohave acted in a manner “not opposed to the best interests of the Company” asreferred to in this Article 9.

 

9.10.5      Forpurposes of this Article 9, the term “Board” shall mean the Board of theCompany or, to the extent permitted by the laws of Nevada, as the same exist ormay hereafter be amended, its Executive Committee. On vote of the Board, theCompany may assent to the adoption of this Article 9 by any subsidiary,whether or not wholly owned.

 

9.11.        LIMITATION ON INDEMNIFICATION.

 

Notwithstanding anything contained in thisArticle 9 to the contrary, except as provided in Section 9.4, theCompany shall indemnify any such person seeking indemnification in connectionwith a Proceeding (or part thereof) initiated by such person only if suchProceeding (or part thereof) was authorized or consented to by the Board.

 

9.12.        INDEMNIFICATION OF WITNESSES.

 

To the extent that any director, officer, employee, oragent of the Company is by reason of such position, or a position held withanother entity at the request of the Company, a witness in any action, suit orproceeding, such person shall be indemnified against all Costs actually andreasonably incurred by such person or on such person’s behalf in connectiontherewith.

 

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