BYLAWS

 

OF

 

PahrumpValley Truss, Inc.

 

----

**BYLAWSOF
PahrumpValley Truss, Inc.

 

TABLEOF CONTENTS**
 

 
STOCKHOLDERS        
1
Place        of Holding Annual Meetings   

 1
Annual        Election of Directors   

 1
Voting          

 1
Quorum          

 2
Adjournment        of Meetings   

 2
Special        Meetings; Now Called   

 2
Notice        of Stockholders' Meetings   

 2
DIRECTORS        
 3
Number,        Term, Quorum   

 3
First        Meeting   

 3
Election        of Officers   

 3
Regular        Meetings   

 4
Special        Meetings; How Called; Notice   

 4
Place        of Meeting   

 4
General        Powers of Directors   

 4
Specific        Powers of Directors   

 4
Compensation        of Directors   

 5COMMITTEES
6
Designation        of Committees   

 6
Minutes          

 6
OFFICERS        
 6
Elected        Officers   

 6
President          

 6
Vice        President   

 7
Secretary          

 7
Treasurer          

 7
RESIGNATIONS,      FILLING OF VACANCIES   
 8
INCREASE        OF NUMBER OF DIRECTORS   

 8
Resignations          

 8
Filling        of Vacancies   

 8
Increase        of Number of Directors   

 8
CAPITAL      STOCK   
 8
Certificates        of Stock   

 8
Lost        Certificates   

 9
Transfer        of Shares   

 9
Closing        of Transfer Books   

 9
Dividends          

 9
MISCELLANEOUS      PROVISIONS   
 10
Corporate        Seal   

 10
Fiscal        Year   

 10
Principal        Office   

 10
Checks,        Drafts, Notes   

 10
Notice        and Waiver of Notice   

 10
Indemnity        of Directors and Officers   

 10
AMENDMENTS        
 11
Amendment        of By-Laws   

 11** 

BYLAWSOF

 

PahrumpValley Truss, Inc.**
 

 
**ARTICLEI

 

STOCKHOLDERS

 

 

Section1. Place of Holding Annual Meetings.

 

Annualmeetings of the stockholders shall be held at the office of the corporation inthe City of Hesperia, in the State of CA or any other place the directors of thecorporation may direct.

 
**Section2. Annual Election of Directors.

 

Theannual meeting of stockholders for the election of directors and the transactionof other business shall be held on the second Tuesday of September, as needed at2 p.m. If this date shall fall upon a legal holiday, the meeting shall be heldon the next succeeding business day. At each annual meeting, the stockholdersentitled to vote, shall by plurality vote, by ballot, elect a board of directorsand they may transact such other corporate business as shall be stated in thenotice of the meeting.

 

Nochange of the time or place of a meeting for the election of directors, as fixedby the Bylaws, shall be made within sixty (60) days next before the day on whichsuch election is to be held. In case of any change in such time or place forsuch election of directors, notice thereof shall be given to each stockholderentitled to vote, in person, or by letter mailed to his last known post officeaddress, twenty (20) days before the election is held.

 
**Section3. Voting.

 

Eachstockholder entitled to vote in accordance with the terms of the Articles ofIncorporation and in accordance with the provisions of these Bylaws shall beentitled to vote, in person or by proxy, for each share of stock entitled tovote held by such stockholder, but no proxy shall be voted after three yearsfrom its date unless such proxy provides for a longer period. After the firstelection of directors, except where the transfer books of the corporation shallhave been closed or a date shall have been fixed as the record date for thedetermination of its stockholders entitled to vote, as hereinafter provided inSection 4 of the Article VI, no share of stock shall be voted on at any electionfor directors which shall have been transferred on the books of the corporationwithin twenty (20) days next preceding such election. The vote for directors,and, upon the demand of any stockholder, the vote upon any question before themeeting, shall be by ballot. All elections shall be had and all questionsdecided by plurality

voteexcept as otherwise provided by the Articles of Incorporation and/or by the lawsof the State of Nevada.

 
**Section4. Quorum.

 

Exceptas provided in the next section hereof, any number of stockholders togetherholding at least majority of the stock issued and outstanding and entitled tovote thereat, who shall be present in person or represented by proxy at anymeeting duly called, shall constitute a quorum for the transaction of business.

 
**Section5. Adjournment of Meetings.

 

Ifless than a quorum shall be in attendance at any time for which the meetingshall have been called, the meeting may, after the lapse of at least half anhour, be adjourned from time to time by a majority of the stockholders presentor represented and entitled to vote thereat. If notice of such adjourned meetingis sent to the stockholders entitled to receive the same, such notice alsocontaining a statement for the purpose of the meeting and that the previousmeeting failed for lack of a quorum, and that under the provisions of thisSection it is proposed to hold the adjourned meeting with a quorum of thosepresent, then any number of stockholders, in person or by proxy, shallconstitute a quorum at such meeting unless otherwise provided by statute.

 
**Section6. Entry of Notice.

 

Anentry in the minutes of any meeting of stockholders, whether annual or special,to the effect that notice has been duly given, shall be conclusive andincontrovertible evidence that due notice of such meeting was given to allstockholders as required by law and these Bylaws.

 
**Section7. Special Meetings; Now Called.

 

Specialmeetings of the stockholders for any purpose or purposes may be called by thePresident or Secretary, and shall be called upon a requisition in writingtherefore, stating the purpose or purposes thereof, delivered to the Presidentor Secretary, signed by a majority of the directors or by majority interest ofthe stockholders entitled to vote, or by resolution of the directors.

 
**Section8. Notice of Stockholders' Meetings.

 

Writtenor printed notice, stating the place and time of the meeting, and the generalnature of the business to be considered, shall be mailed by the Secretary toeach stockholder entitled to vote thereat at his last known post office address,at least ten (10) days before the meeting in the case of an annual meeting andthirty (30) days before the meeting in the case of a special meeting.

 

Nobusiness other than that stated in the notice shall be transacted at any meetingwithout the unanimous consent of all the stockholders entitled to vote thereat.

 

Noticerequired in Section 7 hereof shall be waived if a Waiver of Notice stating thetime, place and purpose of the meeting shall have been signed by all of thestockholders entitled to vote, either before or after the holding of saidmeeting.

 
**ARTICLEII**
 

**DIRECTORS**

 

**Section1. Number, Term, Quorum.**
 

Thenumber of directors shall be at least one (1) member and no more then fifteen(15) members. The directors shall be elected at the annual meeting of thestockholders and each director shall be elected to serve until his successorshall be elected and shall qualify; provided that in the event of failure tohold such meeting or to hold such election at such meeting, it may be held atany special meeting of the stockholders called for that purpose. Directors neednot be stockholders.

 

Amajority of the directors shall constitute a quorum for the transaction ofbusiness. If at any meeting of the Board there shall be less than a quorumpresent, a majority of those present may adjourn the meeting from time to timeuntil a quorum is obtained, and no further notice thereof need be given otherthan by announcement at said meeting which shall be so adjourned.

 
**Section2. First Meeting.

 

Thenewly elected directors may hold their first meeting for the purpose oforganization and the transaction of business, if a quorum be present,immediately after the annual meeting of the stockholders; or the time and placeof such meeting may be fixed by consent in writing of all the directors.

 
**Section3. Election of Officers.

 

Atthe first meeting, or at any subsequent meeting called for the purpose, thedirectors shall elect a President from their number, one or moreVice-Presidents, a Treasurer and a Secretary, and one or more AssistantSecretaries, who need not be directors. Such officers shall hold office untilthe next annual election of officers and until their successors are elected andqualified.

 
**Section4. Regular Meetings.

 

Regularmeetings of the directors may be held without notice on the second Tuesday ofthe month as needed at 3 p.m..

 
**Section5. Special Meetings; How Called; Notice.

 

Specialmeetings of the Board may be called by the President or by the Secretary on thewritten request of any two directors on thirty (30) days' notice to eachdirector.

 

Noticerequired in Section 5 hereof shall be waived if a Waiver of Notice stating thetime, place and purpose of the meeting shall have been signed by all of thedirectors entitled to vote, either before or after the holding of said meeting.

 
**Section6. Place of Meeting.

 

Thedirectors may hold their meetings and have one or more offices, and keep thebooks of the corporation outside the State of Nevada, at any office or officesof the corporation or at any other place as they may from time to time byresolution determine.

 
**Section7. General Powers of Directors.

 

TheBoard of Directors shall have the management of the business of the corporation,and, subject to the restrictions imposed by law, by the Articles ofIncorporation, or by these Bylaws, may exercise all the powers of thecorporation.

 
**Section8. Specific Powers of Directors.

 

Withoutprejudice to such general powers, it is hereby expressly declared that thedirectors shall have the following powers to-wit:

 

(1)To adopt and alter a common seal of the corporation.

 

(2)To make and change regulations, not inconsistent with these Bylaws, for themanagement of the corporation's affairs and business.

 

(3)To purchase or otherwise acquire for the corporation any property, rights orprivileges which the corporation is authorized to acquire.

 

(4)To pay for any property purchased for the corporation either wholly or partly inmoney, stock, bonds, debentures or other securities of the corporation.

 

(5)To borrow money and to make and issue notes, bonds, and other negotiable andtransferable instruments, mortgages, deeds of trust and trust agreements, and todo every act and thing necessary to effectuate the same.

 

(6)To remove any officer for cause, or any officer other than the Presidentsummarily without cause, and in their discretion, from time to time, to developthe powers and duties of any officer upon any other person for the time being.

 

(7)To appoint and remove or suspend such subordinate officers, agents or factors asthey may deem necessary and to determine their duties and fix, and from time totime change their salaries or remuneration, and to require security as and whenthey think fit.

 

 

(8)To confer upon any officer of the corporation the power to appoint, remove andsuspend subordinate officers, agents and factors.

 

(9)To determine who shall be authorized on the corporation's behalf to make andsign bills, notes, acceptances, endorsements, checks, releases, receipts,contracts and other instruments.

 

(10)To determine who shall be entitled to vote in the name and behalf of thecorporation upon, or to assign and transfer, any shares of stock, bonds, orother securities of other corporations held by this corporation.

 

(11)To delegate any of the powers of the Board in relation to the ordinary businessof the corporation to any standing or special committee, or to any officer oragent (with power to sub-delegate), upon such terms as they think fit.

 

(12)To call special meetings of the stockholders for any purpose or purposes.

 

(13)The directors shall have the right and the power to propose any amendment to theBylaws of this corporation at any meeting whether called for that purpose or notand to submit to the next regular meeting of directors said proposal oramendment to the Bylaws of this corporation.

 
**Section9. Compensation of Directors.

 

Directorsshall not receive any stated salary for their services as directors, but byresolution of the Board a fixed fee and expenses of attendance may be allowedfor attendance at each meeting. Nothing herein contained shall be construed topreclude any director from serving the corporation in any other capacity as anofficer, agent or otherwise, and receiving compensation therefor.

 

 
**ARTICLEIII

 

COMMITTEES

 

Section1 Designation of Committees.

 

TheBoard of Directors may, by resolution or resolutions, passed by a majority ofthe whole board, designate one or more committees, each committee to consist ofone or more of the directors of the corporation, which to the extent provided insaid resolution or resolutions or in these Bylaws, shall have and may exercisethe powers of the Board of Directors in the management of the business andaffairs of the corporation, and may have power to authorize the seal of thecorporation to be affixed to all papers which may require it. Such committee orcommittees shall have such name or names as may be stated in these Bylaws, or asmay be determined from time to time by resolution adopted by the Board ofDirectors.
**Section2 Minutes.

 

Thecommittees shall keep regular minutes of their proceedings and report the sameto the Board when required.

 

 
**ARTICLEIV

 

OFFICERS**
 
**Section1 Elected Officers.

 

Theofficers of the corporation, in addition to the directors, shall be a President,one or more Vice-Presidents, a Secretary, a Treasurer and such other officers asmay from time to time be elected or appointed by the Board of Directors. Oneperson may hold more then one office.

 
**Section2. President.

 

ThePresident shall, when present, preside at all meetings of the directors, and actas temporary chairman at, and call to order all meetings of the stockholders;and he shall have power to call special meetings of the stockholders anddirectors for any purpose or purposes, appoint and discharge employees andagents of the corporation, and fix their compensation, make and sign contractsand agreements in the name and behalf of the corporation, and while thedirectors and/or committees are not in session, he shall have general managementand control of the business and affairs of the corporation; he shall see thatthe books, reports, statements and certificates required by the statute underwhich this corporation is organized or any other laws applicable thereto areproperly kept, made and filed according to law; and he shall generally do andperform all acts incident to the office of President, or which are authorized orrequired by law.

 
**Section3. Vice President.

 

EachVice President shall have such powers and shall perform such duties as shallhave been assigned to him by the directors.

 
**Section4. Secretary.

 

TheSecretary shall give, or cause to be given, notice of all meetings ofstockholders and directors, and all other notices required by law or by theseBylaws, and in case of his absence or refusal or neglect so to do, any suchnotice may be given by any person thereunto directed by the President, or by thedirectors or stockholders, upon whose requisition the meeting is called asprovided in these Bylaws. He shall record all the proceedings of the meetings ofthe corporation and of the directors in a book to be kept for that purpose, andshall perform such other duties as may be assigned to him by the directors orthe President. He shall have the custody of the seal of the corporation andshall affix the same to all instruments requiring it, when authorized by thedirectors or the President, and attest the same.

 

 
**Section5. Treasurer.

 

TheTreasurer shall have the custody of all funds, securities, evidences ofindebtedness and other valuable documents of the corporation; he shall receiveand give or cause to be given receipts and acquittances for moneys paid in onaccount of the corporation and shall pay out of the funds on hand all just debtsof the corporation of whatever nature upon maturity of the same, he shall enteror cause to be entered in books of the corporation to be kept for that purposefull and accurate accounts of all moneys received and paid out on account of thecorporation, and whenever required by the President or the directors, he shallrender a statement of his cash accounts; he shall keep or cause to be kept suchother books as will show a true record of the expenses, losses, gains, assetsand liabilities of the corporation; he shall unless otherwise determined by thedirectors, have charge of the original stock books, transfer books and stockledgers and act as transfer agent in respect of the stock and securities of thecorporation; and he shall perform all of the other duties incident to the officeof Treasurer. He shall give the corporation a bond for the faithful discharge ofhis duties in such amount and with such surety as the Board shall prescribe.

 

 
**ARTICLEV

 

RESIGNATIONS,FILLING OF VACANCIES;

INCREASEOF NUMBER OF DIRECTORS

 

Section1. Resignations.

 

Anydirectors, member of a committee or other officer may resign at any time. Suchresignation shall be made in writing and shall take effect at the time specifiedtherein, and if no time be specified, at the time of its receipt by thePresident or Secretary. The acceptance of a resignation shall not be necessaryto make it effective.

 
**Section2. Filling of Vacancies.

 

Ifthe office of any director, member of a committee or other officer becomesvacant, the remaining directors in office, though less than a quorum, by amajority vote, may appoint any qualified person to fill such vacancy, who shallhold office for the unexpired term and until his successor shall be duly chosen.

 
**Section3. Increase of Number of Directors.
 

Thenumber of directors may be increased at any time by the affirmative vote of amajority of the directors (or by the affirmative vote of a majority in interestof the stockholders), at a special meeting called for that purpose, and by likevote, the additional directors may be chosen at such meeting to hold officeuntil the next annual election and until their successors are elected andqualify.

 

 
**ARTICLEVI

 

CAPITALSTOCK

 

Section1. Certificates of Stock.

 

Certificatesof stock, numbered and with the seal of the corporation affixed, signed by thePresident or Vice President, and the Treasurer or an Assistant Treasurer, orSecretary or an Assistant Secretary, shall be issued to each stockholdercertifying the number of shares owned by him in the corporation. When suchcertificates are signed by a transfer agent or an assistant transfer agent or bya transfer clerk acting on behalf of the corporation and a registrar, thesignature of such officers may be facsimiles.

 
**Section2. Lost Certificates.
 

Anew certificate of stock may be issued in the place of any certificatetheretofore issued by the corporation, alleged to have been lost or destroyed,and the directors may, in their discretion, require the owner of the lost ordestroyed certificate or his legal representatives, to give the corporation abond, in such sum as they may direct, not exceeding double the value of thestock, to indemnify the corporation against any claim that may be made againstit on account of the alleged loss of any such certificate.

 
**Section3. Transfer of Shares.

 

Theshares of stock of the corporation shall be transferable only upon its books bythe holders thereof in person or by their duly authorized attorneys or legalrepresentatives, and upon such transfer, the old certificates shall besurrendered to the corporation by the delivery thereof to the person in chargeof the stock and transfer books and ledgers or to such other person as thedirectors may designate, by whom they shall be canceled, and new certificatesshall thereupon be issued.

 
**Section4. Closing of Transfer Books.

 

TheBoard of Directors shall have power to close the stock transfer books of thecorporation for a period not exceeding 60 days preceding the date of any meetingof stockholders or the date for the payment of any dividend or the date for theallotment of rights or the date when any change or conversion or exchange ofcapital stock shall go into effect; provided, however, that in lieu of closingthe stock transfer books as aforesaid, the Board of Directors may fix in advancea date, not exceeding 60 days preceding the date of meeting of stockholders orthe date for the payment of any dividends, or the date for the allotment ofrights, or the date when any change or conversion or exchange of capital stockshall go into effect, as a record date for the determination of stockholdersentitled to notice of, and to vote at, any such meeting, or entitled to receivepayment of any such dividend, or to any such allotment of rights, or to exercisethe rights in respect of any such change, conversion or exchange of capitalstock, and in such case such stockholders only as shall be stockholders ofrecord on the date so fixed shall be entitled to such notice of, and to vote at,such meeting, or to receive payment of such dividends, or to receive suchallotment of rights, or to exercise such rights, as the case may be,notwithstanding any transfer of any stock on the books, of the corporation afterany such record date fixed as aforesaid.
**Section5. Dividends.

 

Subjectto the provisions of the Articles of Incorporation, if any, the directors maydeclare dividends upon the capital stock of the corporation as and when theydeem expedient. Before declaring any dividend there may be set apart out of anyfunds of the corporation available for dividends, such sum or sums as thedirectors from time to time in their discretion think proper for working capitalor as a reserve fund to meet contingencies or for equalizing dividends, or forsuch other purposes as the directors shall think conducive to the interests ofthe corporation.

 
**ARTICLEVII

 

MISCELLANEOUSPROVISIONS

 

Section1. Corporate Seal.

 

Thecorporate seal may be used by causing it or a facsimile thereof to be impressedor affixed or reproduced or otherwise.

 
**Section2. Fiscal Year.

 

Thefiscal year of the corporation shall be the calendar year.

 
**Section3. Principal Office.

 

Theprincipal office shall be established and maintained at such office as thedirector's may direct.

 
**Section4. Checks, Drafts, Notes.

 

Allchecks, drafts or other orders for the payment of money, notes or otherevidences of indebtedness issued in the name of the corporation shall be signedby such officer or officers, agent or agents of the corporation, and in suchmanner as shall from time to time be determined by resolution of the Board ofDirectors.

 
**Section5. Notice and Waiver of Notice.

 

Wheneverany notice is required by these Bylaws to be given, personal notice is not meantunless expressly so stated, and any notice so required shall be deemed to besufficient if given by depositing the same in a post office box in a sealedpostpaid wrapper, addressed to the person entitled thereto at his last knownpost office address, and such notice shall be deemed to have been given on thedate of such mailing. Any notice required to be given under these Bylaws may bewaived by the person entitled thereto. Stockholders not entitled to vote shallnot be entitled to receive notice of any meeting except as otherwise provided bystatute.

 
**Section6. Indemnity of Directors and Officers.

 

Eachdirector or officer, whether or not then in office, shall be indemnified by thecorporation against all costs and expenses reasonably incurred by or imposedupon him in connection or resulting from any action, suit or proceeding to whichhe may be made a party by reason of his being or having been a director orofficer of the corporation, except in relation to matters as to which a recoveryshall be had against him by reason of his having been finally adjudged in suchaction, suit or proceeding to have been derelict in the performance of hisduties as such director or officer. The foregoing right to indemnity shallinclude reimbursement of the amounts and expenses paid in settling any suchaction, suit or proceeding when settling appears to be in the interest of thecorporation, and shall not be exclusive of other rights to which such directoror officer may be entitled as a matter of law.

 

 
**ARTICLEVIII

 

AMENDMENTS**
 
**Section1. Amendment of Bylaws.

 

Thestockholders, by the affirmative vote of the holders of a majority of the stockissued and outstanding, or the directors by the affirmative vote of a majorityof the directors, may at any meeting, provided the substance of the proposedamendment shall have been stated in the notice of the meeting, amend or alterany of these Bylaws.

 

Ihereby certify that the above and foregoing Bylaws are a true and correct copyof the Bylaws of Pahrump Valley Truss, Inc., a Nevada corporation, as adopted onthe ___ day of October, 2003.

 

 

 

________________________________

MarkPresgraves, Secretary

 ****************************************************************************