EXHIBIT 3.1(ii)







BYLAWS







of











The Quantum Group, Inc.















ADOPTED



October 10, 2003







AMENDMENTS



July 11, 2007

June 11, 2008













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|Second Amended ByLaws of The Quantum Group, Inc. (6.11.08) | 1





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TABLE OF CONTENTS





|                                                         
|---------------------------------------------------------
|ARTICLE I. OFFICES                                       
|                                                         
|1.01
Principal and Business offices
5                    
|1.02
Registered Office
5                                 
|                                                         
|                                                         
|ARTICLE II. SHAREHOLDERS                                 
|                                                         
|2.01
Annual Meeting
5                                    
|2.02
Special Meeting
5                                   
|2.03
Place of Meeting
5                                  
|2.04
Notice of Meeting
5                                 
|2.05
Closing of Transfer Books or Fixing of Record Date
6
|2.06
Voting Records
6                                    
|2.07
Quorum
6                                            
|2.08
Conduct of Meetings
7                               
|2.09
Proxies
7                                           
|2.10
Voting of Shares
7                                  
|2.11
Voting of Shares by Certain Holders
7               
|(a)
Other Corporations
7                                 
|(b)
Legal Representatives and Fiduciaries
7              
|(c)
Receiver
7                                           
|(d)
Pledges
8                                            
|(e)
Subsidiaries
8                                       
|                                                         
|                                                         
|ARTICLE III. BOARD OF DIRECTORS                          
|                                                         
|3.01
General Powers and Number
8                         
|3.02
Tenure and Qualifications
8                         
|3.03
Regular Meetings
8                                  
|3.04
Special Meetings
8                                  
|3.05
Notice of Meetings
8                                
|3.06
Quorum
9                                            
|3.07
Manner of Acting
9                                  
|3.08
Conduct of Meetings
9                               
|3.09
Vacancies
9                                         
|3.10
Compensation
9                                      
|3.11
Presumption of Assent
10                            
|3.12
Committees
10                                       











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|                                                       
|-------------------------------------------------------
|ARTICLE IV. OFFICERS                                   
|                                                       
|4.01
Number
10                                         
|4.02
Election and Term of Office
10                    
|4.03
Removal
10                                        
|4.04
Vacancies
11                                      
|4.05
President
11                                      
|4.06
Vice Presidents
11                                
|4.07
Secretary
11                                      
|4.08
Treasurer
12                                      
|4.09
Assistant Secretaries and Assistant Treasurers
12 
|4.10
Other Assistants and Acting Officers
12           
|4.11
Salaries
12                                       
|                                                       
|                                                       
|ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS       
|                                                       
|5. 01
Contracts
12                                     
|5. 02
Loans
13                                         
|5. 03
Checks, Drafts, etc.
13                          
|5. 04
Deposits
13                                      
|5. 05
Voting of Securities owned by this Corporation
13
|                                                       
|                                                       
|ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER
|                                                       
|6. 01
Certificate for Shares
13                        
|6. 02
Facsimile signatures and Seal
13                 
|6. 03
Transfer of Shares
14                            
|6. 04
Restrictions on Transfer
14                      
|6. 05
Lost, Destroyed or Stolen Certificates
14        
|6. 06
Consideration for Shares
14                      
|6. 07
Stock Regulations
14                             
|6.08
Shares Without Certificates
14                    
|(a)
Issuing Shares Without Certificates
14             
|(b)
Information Statement Required
15                  
|                                                       
|                                                       
|ARTICLE VII. WAIVER OF NOTICE
15                       
|                                                       
|                                                       
|ARTICLE VIII. UNANIMOUS CONSENT WITHOUT A MEETING
15   
|                                                       
|                                                       
|ARTICLE IX. INDEMNIFICATION
15                         
|                                                       
|                                                       
|ARTICLE X. SEAL
16                                     





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|                           
|---------------------------
|ARTICLE XI. FISCAL YEAR
16 
|                           
|                           
|ARTICLE XII. AMENDMENTS    
|                           
|12.01
By Shareholders
16   
|12.02
By Directors
16      
|12.03
Implied Amendments
16







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ARTICLE I. OFFICES



1.01.

Principal and Business Offices.  The corporation may have such principal and other business offices, in the State of Nevada, as the Board of Directors may designate or as the business of the corporation may require from time to time.



1.02.

Registered Office.  The registered office of the corporation required by the Nevada State Statues must be maintained in the State of Nevada and need not be identical with the principal office in the State of Nevada.  The address of the registered office may be changed from time to time by the Board of Directors or, if within the county, by the registered agent.  The business office of the registered agent of the corporation shall be identical to such registered office.



ARTICLE II. SHAREHOLDERS



2.01.

Annual Meeting.  The annual meeting of the shareholders shall be held on the first Wednesday of December in each year at 9:00 a.m., or at such other time and date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business that may come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday in the State of Nevada, such meeting shall be held on the next succeeding business day.  If the election of directors shall not be held on the day designated herein or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as convenient.



2.02.

Special Meeting.  Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statue, may be called by the President or the Board of Directors or by the person designated in the written request of the holders of not less than one-tenth of all shares of the corporation entitled to vote at the meeting, or by ten percent of the shareholders, or by any two directors or by any three officers of the corporation who are also shareholders of the corporation.



2.03.

Place of Meeting.  The Board of Directors may designate any place either within or outside the State of Nevada as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.  A waiver of notice signed by shareholders controlling a minimum of 51% of the shares entitled to vote at a meeting may designate any place, whether within or outside the State of Nevada, as the place for the holding of such meeting.  If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal business office of the corporation in the State of Nevada or such other suitable place in the county of such principal office as may be designated by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by a vote of the majority of the shares represented thereat.



2.04.

Notice of Meeting.  Written 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) days (unless a longer period is required by law) nor more than forty-five (45) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the person(s) calling the meeting, to each shareholder of





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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 or her address as it appears on the stock record books of the corporation, with postage thereon prepaid.  The Secretary is to cooperate with any officer, director or shareholder(s) controlling 5% of the voting stock, in the efforts to request a special shareholder meeting.



2.05.

Closing of Transfer Books or Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, forty-five (45) days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.  In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than forty-five (45) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the close of business on the date on which notice of the meeting is mailed or on the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall be applied to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.



2.06.

Voting Records.  In the event the corporation issues its stock to more than six (6) shareholders, Nevada State Statues dealing with affiliated transactions and control-share acquisitions shall apply.



2.07.

Quorum.  Except as otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting.  When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series. Except as otherwise may be provided under these Bylaws, if a quorum is present, action on a matter is approved if the votes cast for the matter exceed the votes cast against the matter, unless the Articles of Incorporation, as amended from time to time (the Articles), the Nevada State Statutes or other applicable laws, rules or regulations require a greater number of affirmative votes.  If less than a quorum is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.





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2.08.

Conduct of Meetings.  The Chairman or in his absence the President, or in the President's absence, a Vice President in the order provided under Section 4.06, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the Secretary shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.



2.09.

Proxies.  At all meetings of shareholders, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his duly authorized attorney-in-fact.  Such proxy shall be filed with the Secretary before or at the time of the meeting.  Unless otherwise provided in the proxy or Nevada State Statues, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting or by oral notice given by the shareholder to the presiding officer during the meeting.  The presence of a shareholder who has filed a proxy shall not of itself constitute a revocation.  No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.  The Board of Directors shall have the power and authority to make rules as to the validity and sufficiency of proxies.



2.10.

Voting of Shares.  Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any classes are enlarged, limited or denied by the articles or incorporation. No cumulative voting is permitted.



2.11.

Voting of Shares by Certain Holders.



(a)

Other Corporations.  Shares standing in the name of another corporation, domestic or foreign, may be voted either in person or by proxy, by the president of such corporation or any other officer appointed by such president.  A proxy executed by any principal officer of such other corporation or assistant thereto shall be conclusive evidence of the signer's authority to act, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, of the designation of some other person by the board of directors or the bylaws of such other corporation.



(b)

Legal Representatives and Fiduciaries.  Shares held by an administrator, executor, guardian, conservator, or assignee for creditors may be voted by such person, either in person or by proxy.  Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name.  Shares standing in the name of a fiduciary may be voted by him or her either in person or by proxy.  A proxy executed by a fiduciary, shall be conclusive evidence of the signer's authority to act, in the absence of express notice, given in writing to the Secretary, that such manner of voting is prohibited or otherwise directed by the document creating the fiduciary relationship.



(c)

Receiver.  Shares standing in the name of a receiver

may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to do so is contained in an appropriate court order pursuant to which such receiver was appointed.





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(d)

Pledges.  A shareholder whose shares are pledged shall be entitled to vote such shares in person or by proxy, until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his or her nominee shall be entitled to vote the shares so transferred.



(e)

Subsidiaries.  Neither shares of the corporation's stock owned by another corporation, the majority of the voting stock of which is owned or controlled by it, nor shares of its own stock held by another corporation in a fiduciary capacity shall be voted, directly or indirectly, at any meeting; and such shares shall not be counted in determining the total number of outstanding shares at any given time.



ARTICLE Ill.  BOARD OF DIRECTORS



3.01.

General Powers and Number.  The business and affairs of the corporation shall be managed by its Board of Directors.  The number of directors of the corporation initially shall be one (1) but may be increased to not more than eleven (11) without amendment.  The number of directors may be increased or decreased from time to time by amendment to this Section adopted by the shareholders or the Board of Directors but no decrease shall have the effect of shortening the term of an incumbent director.  By way of clarification and not as a limitation, the Board of Directors may add directors without shareholder approval when acquiring assets or revenues, for the company, even if it is only under an exclusive management contract.



3.02.

Tenure and Qualifications.  Each director shall hold office until the next annual meeting of shareholders and until the director's successor shall have been elected, or until his or her prior death, resignation or removal.  Any director or the entire Board of Directors may be removed from office, with or without cause, by affirmative vote of a majority of the outstanding shares entitled to vote for the election of such director to the Board of Directors.  A director may resign at any time by filing a written resignation with the Secretary of the corporation.  Directors need not be residents of the State of Nevada or shareholders of the corporation.



3.03.

Regular Meetings.  A regular meeting of the Board of Directors shall be held, without other notice than this bylaw, immediately after the annual meeting of shareholders, and each adjourned session thereof.  The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders.  The Board of Directors may provide, by resolution, the time and place, either within or without the State of Nevada, for the holding of additional regular meetings without other notice than such resolution.



3.04.

Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the Chairman, President or any two directors.  The persons calling any special meeting of the Board of Directors may fix any place, either within or outside the State of Nevada, as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed the place of meeting shall be the principal business office of the corporation in the State of Nevada.  Special meetings may be held by means of a telephone conference circuit and connection to such circuit shall constitute presence at such meeting.



3.05.

Notice of Meetings.  Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.03) shall be given by written notice





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delivered personally or mailed or given by telephone or telegram to each director at his or her business or home address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than 48 hours prior thereto.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company; if by telephone, at the time the call is completed.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.



3.06.

Quorum.  A majority of the number of directors as provided in Section 3.01 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.



3.07.

Manner of Acting.  The 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, unless the act of a greater number is required by the Nevada State Statues, the corporation's articles of incorporation or these bylaws.



3.08.

Conduct of Meetings. The Chairman or in his absence the President, and in the President's absence, a Vice President in the order provided under Section 4.06, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall chair the meeting.  The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any assistant secretary or any director or other person present to act as secretary of the meeting.  Members of the Board may participate in Board or committee meetings by telephone or other electronic means and such participation shall constitute presence in person.



3.09.

Vacancies.  Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors, provided, that in case of a vacancy created by removal of a director, the shareholders shall have the right to fill such vacancy at the same meeting or any adjournment thereof.



3.10.

Compensation.  The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, and the manner and time of payment thereof, or may delegate such authority to an appropriate committee.  The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reason able pensions, disability or death benefits, and other benefits or payments to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the corporation.







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3.11.

Presumption of Assent.  A director who is present at a meeting of the Board of Directors or a committee thereof of which he is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.



3.12.

Committees.  The Board of Directors, by resolution adopted by the affirmative vote of a majority of the number of directors as provided in Section 3.01, may designate one or more committees, each committee to consist of three or more directors elected by the Board of Directors, which to the extent provided in said resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the corporation, except action in respect to dividends to share holders, election of the principal officers or the filling of vacancies in the Board of Directors or committees created pursuant to this Section.  The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the President or upon request by the chairman of such meeting.  The Board of Directors may also establish an Advisory Board to advise it as to policy and operations.  Each such committee and Advisory Board shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.



ARTICLE IV.  OFFICERS



4.01.

Number.  The principal officers shall be a President and/or a CEO, one or more vice Presidents (the number and designations to be determined by the Board of Directors), a Secretary and a Treasurer aka CFO, each of whom shall be elected by the Board of Directors; the Board of Directors may elect a Chairman who if so elected shall be a principal officer.  Any two or more offices may be held by the same person.  The Board of Directors may designate one of the Vice Presidents as the Chief Operating Officer, Chief Operating Officer, Chief Medical Officer and any other Chief Officer of the Corporation.  Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors or the President.



4.02.

Election and Term of Office.  The officers to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  Each officer shall hold office until his successor has been duly elected or until his prior death, resignation or removal.



4.03.

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







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4.04.

Vacancies.  A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.





4.05.

President.  The President shall be the principal executive officer and, subject to the control of the Board of Directors, shall in general, supervise and control all of the business and affairs of the corporation.  He or she shall preside at all meetings of the shareholders and of the Board of Directors.  The President shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them.  Such agents and employees shall hold office at the discretion of the President.  The President shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, the President may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead.  In general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.



4.06.

Vice Presidents.  In the absence of the President, or in the event of the President's death, inability or refusal to act, or in the event for any reason it shall be impractical for the President to act personally, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or the Board of Directors.  The execution of any instrument of the corporation by any Vice President shall be conclusive evidence, as to third parties, of the Vice President's authority to act in the stead of the President.





4.07.

Secretary.  The Secretary shall: (a) keep the minutes of the meetings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation, if any, and see that the seal of the corporation, if any, is affixed to all documents which are authorized to be executed on behalf of the corporation under its seal, (d) keep or arrange for the keeping of a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors.







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4.08.

Treasurer.  The Treasurer aka CFO shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of section 5.04; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors.



4.09.

Assistant Secretaries and Assistant Treasurers.  There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors or President from time to time authorizes.  The Assistant Secretaries may sign, with the President or a Vice President, the certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors.  The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as from time to time shall be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.



4.10.

Other Assistants and Acting Officers.  The Board of Directors and the President shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in the officer's stead, or to perform the duties of such officer whenever for any reason it is impractical for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors or President shall have the power to perform all the duties of the office to which that person is so appointed to be assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors or President.



4.11.

Salaries.  Salaries may be paid to the principal officers of the corporation at the discretion of the Board of Directors, and if so paid, shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the corporation.



ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS



5.01.

Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances.  No contract or other transaction between the corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because the votes of the interested director(s) are counted for such purpose, if (1) the fact of such relationship or interest is disclosed or known to the Board of Directors or, committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or (2) the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or (3) the





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contract or transaction is fair and reasonable to the corporation.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.



5.02.

Loans.  No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors.  Such authorization may be general or confined to specific instances.



5.03.

Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer(s), employee(s) or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.



5.04.

Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board of Directors.



5.05.

Voting of Securities Owned by this corporation.  Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation if he or she is present, or in the President's absence, by any Vice President of this corporation who may be present, and (b) whenever, in the judgment of the President, or in the President's absence, of any Vice President, it is desirable for this corporation to execute a proxy or written consent with respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President or one of the Vice Presidents of this corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another officer.  Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.



ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER



6.01.

Certificate for Shares.  Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors.  Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.  All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except as provided in Section 6.05.



6.02.

Facsimile Signatures and Seal.  The seal of the corporation, if the corporation has elected to have a seal, on any certificates for shares may be a facsimile.  The





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signatures of the President or a Vice President and the secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or an employee of the corporation.



6.03.

Transfer of Shares.  Prior to due presentment of a certificate for shares for registration of transfer, the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner.  Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner, or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty.  The corporation may require reasonable assurance that said endorsements are genuine and effective and in compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors. In the absence of the Board of Directors appointing an outside Transfer Agent, the Corporate Secretary shall act as the transfer agent.



6.04.

Restrictions on Transfer.  The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares.



6.05.

Lost, Destroyed or Stolen Certificates. Where the owner claims that his or her certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) if required by the corporation, files with the corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.



6.06.

Consideration for Shares.  The shares of the corporation may be issued for such consideration as shall be fixed from time to time by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof.  The consideration to be paid for shares may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation.  When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and nonassessable by the corporation.  No certificate shall be issued for any share until such share is fully paid.



6.07.

Stock Regulations.  The Board of Directors shall have the power and authority to make all such rules and regulations not in violation of Nevada or Federal law as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the corporation.



6.08

Shares Without Certificates.



(a)

Issuing Shares Without Certificates.  Unless the articles of incorporation provide otherwise, the board of directors may authorize the issue of some or all the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.





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(b)

Information Statement Required.  Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement containing at a minimum:



(1)

The name of the issuing corporation and that it is organized under the law of this state;



(2)

The name of the person to whom issued; and



(3)

The number and class of shares and the designation of the series, if any, of the issued shares.



If the corporation is authorized to issue different classes of shares or different series within a class, the written statement shall describe the designations, relative rights, preferences, and limitations applicable to each class and the valuation in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series).



ARTICLE VII.  WAIVER OF NOTICE



Whenever any notice whatsoever is required to be given under the provisions of the Nevada State Statues or under corresponding provisions of the corporation's articles of incorporation or bylaws, a waiver thereof in writing, signed at any time, whether, before or after the time of the meeting, by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice.  Such waiver by a shareholder in respect of any matter of which notice is required under any provision of the Nevada State Statues shall contain the same information as would have been required to be included in such notice under any applicable provisions of said Law, except that the time and place of meeting need not be stated.





ARTICLE VIII.  UNANIMOUS CONSENT WITHOUT A MEETING



Any action required by the articles of incorporation or these bylaws or any provision of the Nevada State Statues, to be taken at a meeting, or any other action which may be taken at a meeting, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the requisite number of shareholders or directors under law or all of the members of a committee thereof entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a vote.



ARTICLE IX.  INDEMNIFICATION



The corporation shall indemnify all directors and officers to the fullest extent now or hereafter permitted by the Nevada Statutes.  This bylaw shall not limit the rights of such persons or other persons to indemnification as provided or permitted as a matter of law, under the Nevada Statutes or otherwise.







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ARTICLE X. SEAL



The corporation has no formal corporate seal under its Articles, but the Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."



ARTICLE XI.  FISCAL YEAR



Except as the Board of Directors may otherwise determine, the fiscal year of the corporation shall be the year ending on the last day of October of each year.



ARTICLE XII.  AMENDMENTS



12.01.

By Shareholders.  These bylaws may be altered, amended or repealed and new bylaws may be adopted by the shareholders by affirmative vote of not less than a majority of the shares present or represented at an annual or special meeting of the shareholders at which a quorum is in attendance.



12.02.

By Directors.  These bylaws may also be altered, amended or repealed and new bylaws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; but no bylaw adopted by the shareholders shall be amended or repealed by the Board of Directors if the bylaw so adopted so provides.



12.03.

Implied Amendments.  Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the bylaws then in effect, but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the bylaws so that the bylaws would be consistent with such action, shall be given the same effect as though the bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.



CERTIFICATE



I hereby certify that the foregoing Bylaws, consisting of seventeen pages, including this page, constitute the By laws of The Quantum Group, Inc., adopted by the Board of Directors and presented to and approved by the shareholders of the corporation as of October 10, 2003, and amended by the Executive Committee of the Board of Directors on July 11, 2007.





__________________________________________

Susan Darby Guillama

Date

Secretary





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