**Exhibit 3.19**

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**BYLAWS**

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**OF**

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**R. BLACK, INC.**

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# **ARTICLE IOFFICES**

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## **Section 1.****             ****Principal Office**. The principal office for the transaction ofthe business of the corporation shall be located in Las Vegas, County of Clark,State of Nevada. The Board of Directors is hereby granted full power andauthority to change the principal office from time to time from one location toanother in said county.

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## **Section 2.****             ****Other Offices**. Branches or subordinate offices may at anytime be established by the Board of Directors at any place or places where thecorporation is qualified to do business.

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# **ARTICLE IIMEETINGS OF SHAREHOLDER**

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## **Section 1.****             ****Place of Meetings**. All meetings of shareholders shall be heldeither at the principal office of the corporation or at any other place withinor outside of the State of Nevada which may be designated either by the Boardof Directors pursuant to authority hereinafter granted to said Board or by thewritten consent of all shareholders entitled to vote thereat given eitherbefore or after the meeting and filed with the secretary of the corporation.

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## **Section 2.****             ****Annual Meetings**. The annual meeting of shareholders shall beheld on the 15th of January of each year at 10:00 o’clock a.m., except asotherwise may be determined by the Board of Directors, provided, however, thatshould said day fall upon a Saturday, a Sunday, or a legal holiday, then anysuch annual meeting of shareholders shall be held at the same time and place onthe next day thereafter ensuing which is not a Saturday, Sunday, or legalholiday. At such meetings, directors shall be elected, reports of the affairsof the corporation shall be considered, and any other business may betransacted which is within the powers of the shareholder.

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## **Section 3.****             ****Special Meetings**. Special meetings of the shareholders forany purpose or purposes whatsoever may be called at any time by the President,the Secretary, the Board of Directors, or by one or more shareholders holdingone half (1/2) of the voting power of the corporation. Except in special caseswhere other express provision is made by statute, notice of such specialmeetings shall be given as provided for herein. Notices of any special meetingshall specify in addition to the place, day, and hour of such meeting, thepurpose of the meeting. Unless all shareholders are present and consent, thebusiness conducted at a special meeting of shareholders shall be limited to thenoticed purposes.

 

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## **Section 4.****             ****Notices of Meetings**. Written notice of any meeting shall begiven to each shareholder entitled to vote either personally or by mail orother means of written communication, charges prepaid, addressed to suchshareholder at his address appearing on the books of the corporation or givenby him to the corporation for the purpose of notice. If a shareholder gives noaddress, notice shall be deemed to have been given if sent by mail or othermeans of written communication addressed to the place where the principaloffice of the corporation is situated or if published at least once in somenewspaper of general circulation in the county in which said principal officeis located. All such notices shall be sent to each shareholder entitled theretonot less than ten (10) nor more than sixty (60) days before each annualmeeting, shall specify the place, the day, and the hour of such meeting, andshall state such other matters, if any, as may be expressly required bystatute.

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## **Section 5.****             ****Adjourned Meetings and NoticeThereof**. Anyshareholders meeting, annual or special, whether or not a quorum is present,may be adjourned from time to time by the vote of a majority of the sharesrepresented at the meeting, the holders of which are either present in personor represented by proxy thereat. In the absence of a quorum, no other businessmay be transacted at such meeting.

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When any shareholdersmeeting, either annual or special, is adjourned for thirty (30) days or more,notice of the adjourned meeting shall be given as in the case of an originalmeeting. Save as aforesaid, it shall not be necessary to give any notice of anadjournment or of the business to be transacted at an adjourned meeting otherthan by announcement at the meeting at which such adjournment is taken.

 

## **Section 6.****             ****Voting**. Unless a record date for voting purposes befixed as provided in Section 1 of Article V of these Bylaws, then, but subjectto the provisions of Nevada Revised Statutes §78.350, only persons in whosenames shares entitled to vote standing on the stock records of the corporationon the day thirty (30) days prior to any meeting of shareholders shall beentitled to vote at such meeting. Such vote may be viva voce or by ballot,provided, however, that all elections for directors must be by ballot upondemand made by a shareholder at any election and before the voting begins. Eachoutstanding share entitled to vote shall be entitled to one vote upon eachmatter submitted to a vote at a meeting of shareholders unless otherwisespecifically required by law, the Articles of Incorporation, or the Bylaws ofthis corporation. The majority vote of all shares represented at the meetingentitled to vote on the subject matter shall be the act of the shareholdersunless a greater number of votes is otherwise required by the laws of the Stateof Nevada or the Articles or Bylaws of this corporation provided a quorum ispresent at the meeting.

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## **Section 7.****             ****Quorum**. The presence in person or by proxy ofpersons entitled to vote a majority of the voting shares at any meeting shallconstitute a quorum for the transaction of business. The shareholders presentat a duly called or held meeting at which a quorum is present may continue todo business until adjournment, notwithstanding the withdrawal of enoughshareholders to leave less than a quorum.

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## **Section 8.****             ****Consent of Absentees**. The transactions of any meeting ofshareholders, either annual or special, however called and noticed, shall be asvalid as though had at a meeting duly held after regular call and notice if aquorum be present either in person or by proxy and if 

 

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either before or after the meeting each of the shareholders entitled tovote, not present in person or by proxy, signs a written waiver of notice or aconsent to the holding of such meeting or an approval of the minutes thereof. Allsuch waivers, consents, or approvals shall be filed with the corporate recordsor made a part of the minutes of the meeting.

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## **Section 9.****             ****Proxies**. As provided in Nevada Revised Statutes,§78.355, every person entitled to vote shall have the right to do so either inperson or by one or more agents authorized by a written proxy executed by suchperson or his duly authorized agent and filed with the secretary of thecorporation, provided that no such proxy shall be valid after the expiration ofsix (6) months from the date of its execution unless coupled with an interestor unless the person executing it specifies therein the length of time forwhich such proxy is to continue in force, which in no case shall exceed seven(7) years from the date of its execution.

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## **Section 10.****           ****Action by Consent**. Any action that may be taken by a vote ofthe shareholders at a meeting may be taken without a meeting if authorized bythe written consent of a majority of the shareholders holding voting powerunless the provisions of the statutes or of the Articles require a greaterproportion of voting power in which case such greater proportion of writtenconsents shall be required.

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# **ARTICLE IIIDIRECTORS**

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## **Section 1.****             ****Powers**. Subject to limitation of the Articles ofIncorporation, the Bylaws, and Chapter 78 of the Nevada Revised Statutes as toactions which shall be authorized or approved by the shareholders, and subjectto the duties of the directors as prescribed by the Bylaws, all corporatepowers shall be exercised by or under the authority of, and the business andaffairs of the corporation shall be controlled by, the Board of Directors. Withoutprejudice to such general powers but subject to the same limitations, it ishereby expressly declared that the directors shall have the following powers:

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**First**:  Toselect and remove all the other officers, agents, and employees of thecorporation, prescribe such powers and duties for them as may not beinconsistent with law or with the Articles of Incorporation or the Bylaws, fixtheir compensation, and require from them security for faithful service.

 

**Second**:  Toconduct, manage, and control the affairs and business of the corporation and tomake such rules and regulations therefor not inconsistent with law or with theArticles of Incorporation or the Bylaws as they may deem best.

 

**Third**:  Tochange from time to time the principal office for the transaction of thebusiness of the corporation from one location to another within the same countyas provided in Article I, Section 1 hereof; to fix and locate from time to timeone or more subsidiary offices of the corporation within or without the Stateof Nevada as provided in Article I, Section 1 hereof; to designate any placewithin or without the State of Nevada for the holding of any shareholders meetingor meetings; and to adopt, make, and use a corporate seal, and to prescribe theforms of certificates of stock, and to alter the form of 

 

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such seal and of suchcertificates from time to time as in their judgment they may deem best,provided such seal and such certificates shall at all times comply with theprovisions of law.

 

**Fourth**:  Toauthorize the issuance of shares of stock of the corporation from time to timeupon such terms and for such consideration as may be lawful.

 

**Fifth**:  Toborrow money and incur indebtedness for the purposes of the corporation and tocause to be executed and delivered therefor in the corporation name promissorynotes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations,or other evidence of debt and securities therefor.

 

**Sixth**:  Toappoint an executive committee and other committees and to delegate to theexecutive committee any of the powers and authority of the Board in themanagement of the business and affairs of the corporation except the power todeclare dividends and to adopt, amend, or repeal the Bylaws. The executivecommittee shall be composed of two (2) or more directors.

 

## **Section 2.****             ****Number and Qualification ofDirectors**. Theauthorized number of directors of the corporation shall be one (1). The numberof directors may from time to time be increased to not more than five (5), ordecreased to not less than one (1) by action of the Board of Directors.

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## **Section 3.****             ****Election and Term of Office**. The directors shall be elected at eachannual meeting of shareholders, but if any such annual meeting is not held orthe directors are not elected thereat, the directors may be elected at anyspecial meeting of shareholders held for that purpose. As provided in NevadaRevised Statutes, Section 78.340, all directors shall hold office until theirrespective successors are elected.

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## **Section 4.****             ****Vacancies**. Vacancies in the Board of Directors may befilled by a majority of the remaining directors, though less than a quorum, orby a sole remaining director, and each director so elected shall hold officeuntil his successor is elected at an annual or special meeting of theshareholders.

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A vacancy or vacancies inthe Board of Directors shall be deemed to exist in case of the death,resignation, or removal of any director, or if the authorized number ofdirectors be increased, or if the shareholders fail at any annual or specialmeeting of shareholders at which any director or directors are elected to electthe full authorized number of directors to be voted for at that meeting.

 

The shareholders may elect adirector or directors at any time to fill any vacancy or vacancies not filledby the directors. If the Board of Directors accepts the resignation of adirector tendered to take effect at a future time, the Board or theshareholders shall have the power to elect a successor to take office when theresignation is to become effective.

 

No reduction of theauthorized number of directors shall have the effect of removing any directorprior to the expiration of his term of office.

 

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## **Section 5.****             ****Place of Meeting**. Meetings of the Board of Directors shall beheld at any place within or without the State of Nevada which has been designatedfrom time to time by resolution of the Board or by written consent of allmembers of the Board. In the absence of such designation, meetings shall beheld at the principal office of the corporation.

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## **Section 6.****             ****Annual Meetings**. Immediately following each annual meetingof shareholders as provided in Article II, Section 2, the Board of Directorsshall hold a regular meeting for the purpose of organization, election ofofficers, and the transaction of other business. Notice of such meeting ishereby dispensed with.

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## **Section 7.****             ****Other Regular Meetings**. Regular meetings of the Board of Directorsshall be held as determined by the Board, at such place and time as determinedby the Board without the necessity of call or notice.

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## **Section 8.****             ****Special Meetings**. Special meetings of the Board of Directorsfor any purpose or purposes shall be called at any time by the president or, ifhe is absent or unable or refuses to act, by any vice-president or by any two(2) directors.

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Written notice of the timeand place of special meetings shall be delivered personally to each director orsent to each director by mail or by other form of written communication,charges prepaid, addressed to him at his address as it is shown upon therecords of the corporation or if it is not so shown on such records, or is notreadily ascertainable, at the place in which the meetings of directors areregularly held. In case such notice is mailed, telecopied or telegraphed, itshall be deposited in the United States mail or delivered to the telegraphcompany in the place in which the principal office of the corporation islocated at least forty-eight (48) hours prior to the time of the holding of themeeting. In case such notice is delivered personally as above provided, itshall be so delivered at least twenty-four (24) hours prior to the time of theholding of the meeting. Such mailing, telecopying, telegraphing, or deliveringas provided above shall be due legal and personal notice to such director.

 

## **Section 9.****             ****Notice of Adjournment**. Notice of the time and place of holding anadjourned meeting need not be given to absent directors if the time and placebe fixed at the meeting adjourned.

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## **Section 10.****           ****Waiver of Notice**. The transactions of any meeting of theBoard of Directors, however called and noticed or wherever held, shall be asvalid as though had at a meeting duly held after regular call and notice if aquorum be present and if, either before or after the meeting, each of thedirectors not present signs a written waiver of notice or a consent to holdingsuch meeting or an approval of the minutes thereof. All such waivers, consents,or approvals shall be filed with the corporate records or made a part of theminutes of the meeting.

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## **Section 11.****           ****Quorum**. A majority of the authorized number ofdirectors shall be necessary to constitute a quorum for the transaction ofbusiness except to adjourn as hereinafter provided. Every act or decision doneor made by a majority of the directors present at a meeting duly held at whicha quorum is present shall be regarded as the act of the Board of Directorsunless a greater number be required by law or by the Articles of Incorporation.

 

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## **Section 12.****           ****Adjournment**. A quorum of the directors may adjourn anydirectors meeting to meet again at a stated day and hour, provided, however,that in the absence of a quorum, a majority of the directors present at anydirectors meeting, either regular or special, may adjourn from time to timeuntil the time fixed for the next regular meeting of the Board.

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## **Section 13.****           ****Fees and Compensation**. Directors shall not receive any statedsalary for their services as directors, but by resolution of the board, a fixedfee, with or without expenses of attendance, may be allowed for attendance ateach meeting. Nothing herein contained shall be construed to preclude anydirector from serving the corporation in any other capacity as an officer,agent, employee, or otherwise, and receiving compensation therefor.

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## **Section 14.****           ****Action Without Meeting**. Any action required or permitted to betaken by the Board of Directors as provided in Nevada Revised Statutes, Section78.315 and under these Bylaws may be taken without a meeting if all of thedirectors of the corporation shall individually or collectively consent inwriting to such action. Such written consent or consents shall be filed withthe Minutes of the proceedings of the Board of Directors. Such action bywritten consent shall have the same force and effect as the unanimous vote ofsuch directors.

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# **ARTICLE IVOFFICERS**

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## **Section 1.****             ****Officers**. The officers of the corporation shall be apresident, a secretary, and a treasurer. The corporation may also have, at thediscretion of the Board of Directors, a chairman of the board, one or morevice-presidents, one or more assistant secretaries, one or more assistanttreasurers, and such other officers as may be appointed in accordance with theprovisions of Section 3 of this Article IV.

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## **Section 2.****             ****Election**. The officers of the corporation, exceptsuch officers as may be appointed in accordance with the provisions of Section3 or Section 5 of this Article IV, shall be chosen annually by the Board ofDirectors, and each shall hold his office until he shall die, resign, beremoved or otherwise disqualified to serve, or his successor shall be electedand qualified.

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## **Section 3.****             ****Subordinate Officers, etc.**The Board of Directors may appoint such otherofficers as the business of the corporation may require, each of whom shallhold office for such period, have such authority, and perform such duties asare provided in the Bylaws or as the Board of Directors may from time to timedetermine.

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## **Section 4.****             ****Removal and Resignation**. Any officer may be removed with or withoutcause by a majority of the directors at any time in office at any regular orspecial meeting of the Board or, in the case of an officer chosen by the Boardof Directors, by an officer upon whom such power of removal may be conferred bythe Board of Directors.

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Any officer may resign atany time by giving written notice to the Board of Directors, to the President,or to the Secretary of the corporation. Any such resignation shall take effectat the date of the receipt of such notice or at any later time specifiedtherein; and unless otherwise specified therein, the acceptance of suchresignation shall not be necessary to make it effective.

 

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## **Section 5.****             ****Vacancies**. A vacancy in any office because of death,resignation, removal, disqualification, or any other cause shall be filled inthe manner prescribed in the Bylaws for regular appointments to such office.

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## **Section 6.****             ****Chairman of the Board**. The Chairman of the Board, if there shallbe such an officer, shall, if present, preside at all meetings of the Board ofDirectors and exercise and perform such other powers and duties as may be fromtime to time assigned to him by the Board of Directors or prescribed by theBylaws.

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## **Section 7.****             ****President**. Subject to such supervisory powers, if any,as may be given by the Board of Directors to the Chairman of the Board, ifthere be such an officer, the president shall be the chief executive officer ofthe corporation and shall, subject to the control of the Board of Directors,have general supervision, direction, and control of the business and officersof the corporation. He shall preside at all meetings of the shareholders and inthe absence of the Chairman of the Board, or if there be none, at all meetingsof the Board of Directors. He shall be ex officio a member of all the standingcommittees, including the executive committee, if any, and shall have thegeneral powers and duties of management usually vested in the office of thepresident of a corporation and shall have such other powers and duties as maybe prescribed by the Board of Directors or the Bylaws.

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## **Section 8.****             ****Vice-President**. In the absence or disability of thepresident, the vice-presidents in order of their rank as fixed by the Board ofDirectors, or if not ranked, the vice-president designated by the Board of Directors,shall perform all the duties of the president; and when so acting, shall haveall the duties of the president and shall have all the powers of, and besubject to all the restrictions upon, the president. The vice-presidents shallhave such other powers and perform such other duties as from time to time maybe prescribed for them respectively by the Board of Directors or bylaws.

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## **Section 9.****             ****Secretary**. The secretary shall keep or cause to bekept a book of minutes at the principal office or such other place as the Boardof Directors may order of all meetings of directors and shareholders, with thetime and place or holding, whether regular or special (and if special, howauthorized), the notice thereof given, the names of those present at directors meetings,the number of shares present or represented at shareholders meetings, and theproceedings thereof.

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The secretary shall keep orcause to be kept at the registered office, and at the principal office or atthe office of the corporation’s transfer agent a share register or a duplicateshare register showing the names of the shareholders and their addresses, thenumber and classes of shares held by each, the number and date of certificatesissued for the same, and the number and date of cancellation of everycertificate surrendered for cancellation.

 

The secretary shall give orcause to be given notice of all of the meetings of the shareholders and of theBoard of Directors required by the Bylaws or by law to be given, provided,however, that in the event of the absence or disability of the secretary, suchnotice may be given by any other officer of the corporation, and he shall keepthe seal of the corporation in safe custody and shall have such other powersand perform such other duties as may be prescribed by the Board of Directors orthe Bylaws.

 

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## **Section 10.****           ****Treasurer**. The treasurer shall keep and maintain orcause to be kept and maintained adequate and correct accounts of the propertiesand business transactions of the corporation, including accounts of its assets,liabilities, receipts, disbursements, gains, losses, capital, surplus, andshares. Any surplus, including earned surplus, paid-in surplus, and surplusarising from a reduction of stated capital, shall be classified according tosource and shown in a separate account. The books of account shall at allreasonable times be open to inspection by any director.

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The treasurer shall depositall monies and other valuables in the name and to the credit of the corporationwith such depositories as may be designated by the Board of Directors or in theabsence of such designation as may be selected by the treasurer. The treasurershall disburse the funds of the corporation as may be ordered by the Board ofDirectors or the president or vice-president; shall make, sign, and endorse inthe name of the corporation all checks, drafts, notes, and other orders for thedirection of the Board of Directors, the president, and/or the vice-president;shall render to the president, vice-president, and directors whenever theyrequest it an account of all of the transactions as treasurer and of thefinancial condition of the corporation; and shall have such other powers andperform such other duties as may be prescribed by the Board of Directors or theBylaws.

 

# **ARTICLE VMISCELLANEOUS**

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## **Section 1.****             ****Record Date and Closing StockBooks**. The Board ofDirectors may fix a time in the future as a record date for the determinationof the shareholders entitled to notice of and to vote at any meeting ofshareholders, entitled to receive any dividend or distribution or any allotmentof rights, or to exercise rights in respect to any change, conversion, orexchange of shares. The record date so fixed shall be no more than sixty (60)days, nor less than ten (10) days, prior to the date of the meeting or eventfor the purposes of which it is fixed. When a record date is so fixed, onlyshareholders of record on that date are entitled to notice of and to vote atthe meeting or to receive the dividend, distribution, or allotment of rights,as the case may be, notwithstanding any transfer of any shares on the books ofthe corporation after the record date.

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The Board of Directors mayclose the books of the corporation against transfers of shares during the wholeor any part of a period not more than sixty (60) days, nor less than ten (10)days, prior to the date of a shareholders meeting, the date when the right toany dividend, distribution, or allotment of rights vest, or the effective dateof any change, conversion, or exchange of shares.

 

## **Section 2.****             ****Inspection of Corporate Records**. The share register or duplicate shareregister, the books of account, and minutes of proceedings of the shareholdersand the Board of Directors and of executive committees of directors shall beopen to inspection upon the written demand of any shareholder or the holder ofa voting trust certificate at any reasonable time and for a purpose reasonablyrelated to his interests as a shareholder or as the holder of such voting trustcertificate and shall be exhibited at any time when required by the demand atany shareholders meeting of ten (10%) percent of the shares represented at themeeting. Such 

 

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## inspection may be made in person or by agent or attorney and shallinclude the right to make extracts. Demand of inspection other than at ashareholders meeting shall be made in writing upon the president, secretary,assistant secretary, or general manager of the corporation.

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## **Section 3.****             ****Checks and Drafts**. All checks, drafts, or other orders forpayment of money, notes, or other evidences of indebtedness issued in the nameof or payable to the corporation shall be signed or endorsed by the treasurerand/or by such person or persons and in such manner as from time to time shallbe determined by resolution of the Board of Directors.

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## **Section 4.****             ****Execution of Contracts**. The Board of Directors, except as otherwiseprovided in the Bylaws, may authorize any officer or officers, agent, oragents, to enter into any contract or execute any instrument in the name of andon behalf of the corporation, and such authority may be general or confined tospecific instances; and unless so authorized by the Board of Directors, noofficer, agent, or employee shall have any power or authority to bind thecorporation by any contract or engagement or to pledge its credit to render itliable for any purpose or to any amount.

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## **Section 5.****             ****Certificate of Stock**. A certificate or certificates for shares ofthe capital stock of the corporation shall be issued to each shareholder whenany such shares are fully paid up. All such certificates shall be signed by thepresident or a vice-president and the secretary or an assistant secretary or beauthenticated by facsimiles of the signatures of the president and secretary orby a facsimile of the signature of the president and the written signatures ofthe secretary or an assistant secretary. Every certificate authenticated by afacsimile of a signature must be countersigned by a transfer agent or transferclerk and be registered by an incorporated bank or trust company, eitherdomestic or foreign, as registrar of transfers, before issuance.

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Certificates for shares maybe issued prior to full payments under such restrictions and for such purposesas the Board of Directors or the Bylaws may provide, provided, however, thatany such certificate so issued prior to full payment shall state the amountremaining unpaid and the terms of payment thereof

 

## **Section 6.****             ****Representation of Shares of OtherCorporations**. Thepresident and the secretary of this corporation are authorized to vote,represent, and exercise on behalf of this corporation all rights incident toany and all shares of any other corporation or corporations standing in thename of this corporation. The authority herein granted to said officers to voteor represent on behalf of this corporation any and all shares held by thiscorporation in any other corporation or corporations may be exercised either bysuch officers in person or by any person authorized to do so by proxy or powerof attorney duly executed by said officers.

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## **Section 7.****             ****Inspection of Bylaws**. The corporation shall keep in its principaloffice for the transaction of business the original or a copy of the Bylaws asamended or otherwise altered to date, certified by the secretary, which shallbe open to inspection by the shareholders at all reasonable times during officehours.

 

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# **ARTICLE VIAMENDMENTS**

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## **Section 1.****             ****Powers of Shareholders**. New Bylaws may be adopted, or these Bylawsmay be amended or repealed by the vote of shareholders entitled to exercise amajority of the voting power of the corporation or by the written assent ofsuch shareholders except as otherwise provided by law or by the Articles ofIncorporation.

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## **Section 2.****             ****Powers of Directors**. Subject to the right of shareholders asprovided in Section 1 of this Article VI to adopt, amend, or repeal Bylawsother than a Bylaw or amendment thereof changing the authorized number ofdirectors may be adopted, amended, or repealed by the Board of Directors.

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# **ARTICLE VIIINDEMNIFICATION**

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Every person who was or is aparty or is threatened to be made a party to or is involved in any action,suit, or proceeding, whether civil, criminal, administrative, or investigative,by reason of the fact that he or a person of whom he is the legalrepresentative is or was a director or officer of the corporation or is or wasserving at the request of the corporation or for its benefit as a director orofficer of another corporation or as its representative in a partnership, jointventure, trust, or other enterprise, shall be indemnified and held harmless tothe fullest extent legally permissible under the General Corporation Law of theState of Nevada from time to time against all expenses, liability, and loss(including attorney’s fees, judgments, fines, and amounts paid or to be paid insettlement) reasonably incurred or suffered by him in connection therewith. Theexpenses of officers and directors incurred in defending a civil or criminalaction, suit, or proceeding must be paid by the corporation as they areincurred and in advance of the final disposition of the action, suit, orproceeding upon receipt of an undertaking by or on behalf of the director orofficer to repay the amount if it is ultimately determined by a court ofcompetent jurisdiction that he is not entitled to be indemnified by thecorporation. Such right of indemnification shall be a contract right which maybe enforced in any manner desired by such person. Such right of indemnificationshall not be exclusive of any other right which such directors, officers, orrepresentatives may have or hereafter acquire, and without limiting thegenerality of such statement, they shall be entitled to their respective rightsof indemnification under any bylaw, agreement, vote of stockholders, provisionof law or otherwise, as well as their rights under this Article VII.

 

The Board of Directors maycause the corporation to purchase and maintain insurance on behalf of anyperson who is or was a director or officer of the corporation, or is or wasserving at the request of the corporation as a director or officer of another corporationor as its representative in a partnership, joint venture, trust, or otherenterprise, against any liability asserted against such person and incurred inany such capacity or arising out of such status, whether or not the corporationwould have the power to indemnify such person.

 

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The Board of Directors mayfrom time to time adopt further Bylaws with respect to indemnification and mayamend these and such Bylaws to provide at all times the fullest indemnificationpermitted by the General Corporation Law of the State of Nevada.

 

**ADOPTED AND APPROVED** this 19th day of February, 1997.

 

 
|   |   /s/ Robert R.  Black, Sr.        |
|--------|----------------------------------------------|
|   |   ROBERT R.  BLACK, SR., Secretary |

 

 

**CERTIFICATE OF SECRETARY**

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The undersigned does herebycertify:

 

1.             That I am the duly elected and actingSecretary of R. Black, Inc., a Nevada corporation; and,

 

2.             That the foregoing Bylaws, comprisingthirteen (13) pages, constitute the original Bylaws of said corporation as dulyadopted at the organizational meeting of the Board of Directors thereof dulyheld on February 19, 1997

 

 
|   |   /s/ Robert R.  Black, Sr.        |
|--------|----------------------------------------------|
|   |   ROBERT R.  BLACK, SR., Secretary |

 

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