AMENDEDBYLAWS OF

CAPSTONE FINANCIALGROUP,INC.

a Nevadacorporation (formerly Creative App Solutions,Inc.)

 

 

ARTICLEI OFFICES

Section1. PRINCIPAL OFFICES. The principal office shall be in the Cityof Irvine,CountyofOrange,StateofCalifornia.

 

Section2.OTHEROFFICES.Theboardofdirectorsmayatanytimeestablish branchorsubordinateofficesatanyplace or places wherethe corporation is qualified to do business.

 

ARTICLEII

MEETINGS OF STOCKHOLDERS

Section1. PLACE OF MEETINGS. Meetings of stockholders shall be heldat any place withinor without the State of Nevada designated by the board of directors. Inthe absenceof any such designation, stockholders' meetings shall be held at the principalexecutiveofficeofthecorporation.

 

Section2. ANNUAL MEETINGS. The annual meetings of stockholders shall beheldatadateandtimedesignatedbytheboardofdirectors.(Atsuchmeetings,directorsshall be elected and any other proper business may be transacted bya plurality vote of stockholders.)

 

Section3. SPECIAL MEETINGS. A special meeting of the stockholders, for any purpose orpurposes whatsoever, unless prescribed by statute or by the articlesof incorporation,maybecalledatanytimebythepresidentandshallbecalledbythepresidentorsecretary at the requestin writingof a majorityof the boardof directors, or at the request in writing of stockholders holding shares in theaggregateentitled to cast not less than a majority of the votes at any such meeting.

 

Therequestshallbeinwriting,specifyingthetimeofsuchmeeting,theplacewhere itistobeheldandthe generalnature of thebusiness proposed tobe transacted, and shallbe delivered personally or sent by registeredmail or by telegraphic or otherfacsimile transmissionto the chairman of the board, the president, any vice presidentor the secretary of the corporation. The officerreceiving such requestforthwith shall cause notice to be givento the stockholders entitled to vote,in accordance with the provisions of Sections 4 and 5 of this Article II, that a

meetingwill be held at the time requested by the person or persons calling the meeting, notlessthan thirty-five (35) nor more than sixty (60) days after the receipt of the request. Ifthenoticeis notgivenwithintwenty(20)daysafterreceiptoftherequest,thepersonorpersonsrequestingthe meetingmay give the notice. Nothing contained in this paragraph of this Section 3 shallbeconstruedas limiting,fixingor affectingthe time whena meetingofstockholders called by action oftheboard of directorsmaybeheld.

 

Section4. NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of stockholdersshall be sent or otherwise given in accordance with Section 5 ofthisArticleIInotlessthanten (10)normorethansixty(60)daysbeforethedateofthemeetingbeing noticed. The notice shall specify the place, date and hour ofthe meeting and (i) in the case of a specialmeetingthegeneralnatureof thebusiness tobe transacted,or (ii) in the caseof the annual meeting those matters which the board of directors,at the time of giving the notice, intends to present for action by the stockholders. The notice of any meeting at which directorsare to be elected shall include the name of any nominee or nominees which, at the time of the notice, management intends to presentfor election.

 

Ifaction is proposed to be taken at any meeting for approval of (i)contractsor transactionsinwhichadirectorhasadirectorindirectfinancialinterest,(ii)anamendmenttothe articles of incorporation,(iii) a reorganization of the corporation, (iv) dissolution of the corporation, or (v) a distribution to preferred stockholders,the notice shall also state the general nature of such proposal.

 

Section5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

Noticeof any meeting of stockholders shall be given either personally or by first-class mailortelegraphic or other written communication, charges prepaid, addressed to the stockholder atthe addressofsuchstockholderappearing onthebooksofthecorporationorgivenbythestockholder to the corporationfor the purpose of notice. Ifnosuch address appears on the corporation'sbooks orisgiven,notice shall be deemedto havebeen given if sent by mail or telegram to the corporation's principal executiveoffice, or if published at least once in a newspaper of general circulation in the county where this office is located. Personaldelivery of any such notice to any officer of a corporation or association or to any member of a partnership shall constitute deliveryof such notice to such corporation, association or partnership. Notice shall be deemed to have been given at the time when deliveredpersonally or deposited in the mail or sent by telegram or other means of written communication. Inthe event of the transfer of stock after delivery or mailing of thenotice of and priortothe holding of themeeting, it shallnotbe necessaryto deliver or mailnotice of themeetingto the transferee.

 

Ifany notice addressed to a stockholder at the address of suchstockholder appearingonthebooksofthecorporationisreturnedtothecorporationbytheUnitedStatesPostal Service marked to indicate that the United States Postal Serviceis unable to deliver the notice to the stockholder at such address, all future notices or reports shall be deemed to have beenduly givenwithoutfurthermailingifthesame shallbeavailable tothe stockholderupon writtendemandofthe stockholder atthe principal executiveofficeof thecorporationfor a period ofoneyear from thedate of the giving ofsuch notice.

Anaffidavit of the mailing or other means of giving any notice of anystockholders' meetingshall be executed by the secretary, assistant secretary or any transfer agent ofthecorporation giving such notice, and shall be filed and maintained in the minute book ofthecorporation.

 

Businesstransacted at any special meeting of stockholders shall be limited tothe purposesstatedinthenotice.

 

Section6. QUORUM. The presence in person or by proxy of the holders of one-third(33%)ofthesharesissuedandoutstandingandentitledtovoteatanymeetingofstockholdersshallconstituteaquorumforthe transaction of business, except as otherwise provided by statute or the articles of incorporation. The stockholderspresent at a duly calledor held meeting at which a quorum is present may continueto dobusiness until adjournment, notwithstanding the withdrawal of enough stockholdersto leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares requiredto constitute a quorum.

 

Section7.	ADJOURNEDMEETING AND NOTICE THEREOF.	Any

stockholders'meeting, annual or special, whether or not a quorum is present, may beadjourned fromtime to time by the vote of the majority of the shares represented at such meeting, eitherin person or by proxy, but in the absence of a quorum, no other business may be transacted atsuch meeting.

 

Whenany meetingofstockholder, eitherannual orspecial,isadjourned to another timeorplace,noticeneednotbegivenoftheadjournedmeetingifthetimeand placethereofare announced at a meeting at which the adjournmentis taken. At any adjourned meeting the corporationmaytransact anybusinesswhich mighthavebeentransacted at theoriginalmeeting.

 

Section8. VOTING. Unless a record date set for voting purposes be fixedas providedinSection1ofArticleVIIof thesebylaws,onlypersonsinwhosenamessharesentitledtovotestandon thestock records of the corporationat theclose ofbusinesson the business day next preceding theday on which notice isgiven (or, if noticeis waived, at the closeof business on thebusiness daynextpreceding thedayon which themeeting is held) shall be entitled to vote at such meeting. Any stockholder entitled tovoteon any matter other than elections of directors or officers,may vote partof theshares in favorof the proposal and refrain from voting the remaining shares orvotethem against the proposal, but, if the stockholder fails to specifythe numberof sharessuchstockholder is voting affirmatively,it will be conclusively presumed that the stockholder's approving vote iswith respectto all shares such stockholder is entitled tovote.Such vote may be by voice vote or by ballot; provided, however, that all elections for directors must be by ballot upondemand by a stockholder at any election and before the voting begins.

 

Whena quorum is present or represented at any meeting, the vote of the holders of amajorityofthestockhavingvotingpowerpresentinpersonorrepresentedbyproxyshalldecideany question broughtbeforesuch meeting, unless the question is one upon which by express provision of the statutesorof thearticles ofincorporationa differentvote isrequiredin which case such express provision shall govern and control the decisionof such question. Every stockholder

of record of thecorporation shall be entitled at each meeting of stockholders to one vote foreach shareof stock standing in his name on the books of the corporation.

 

Section9.	WAIVER	OF	NOTICE	OR	CONSENT	BY	ABSENT

STOCKHOLDERS.The transactions at any meeting of stockholders, either annual orspecial, howevercalledandnoticed,andwhereverheld,shallbeasvalidasthoughhadata meetingduly held after regular call and notice, if a quorum be present either in person or by proxy*,*and if, either before orafter themeeting,each person entitled to vote, not present in personorby proxy,signs a writtenwaiver of notice or a consent to a holding ofthe meeting, or anapproval of theminutes thereof. The waiver ofnoticeor consent neednot specifyeither the businessto be transacted or the purpose of any regular or specialmeetingofstockholders, exceptthat if action is taken or proposedto betaken for approval of any ofthose matters specifiedin the second paragraph of Section 4ofthis Article II,the waiver ofnoticeorconsentshall state the general natureof such proposal. All such waivers,consentsorapprovalsshallbefiled with thecorporate recordsor made

apartoftheminutesofthemeeting.

 

Attendanceof a person at a meeting shall also constitute a waiver of notice ofsuch meeting,except when the person objects, at the beginning of the meeting, to the transaction of anybusiness because the meeting is not lawfully called or convened, and except that attendance ata meetingisnotawaiverofanyrighttoobjecttotheconsiderationofmatters notincludedin the notice if such objection is expressly made at the meeting.

 

Section 10..	STOCKHOLDER	ACTION	BY	WRITTEN	CONSENT

WITHOUTA MEETING. Any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice, if a consent inwriting,settingforththeactionsotaken,issignedbythe holdersofoutstandingshareshavingnotless than the minimum number of votes that would be necessary to authorizeor take such action ata meeting at which all shares entitled to vote thereon werepresent and voted. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporaterecords. Any stockholder giving awritten consent, or the stockholder's proxy holders,or a transferee of the shares of a personal representative of the stockholder of theirrespective proxy holders,may revoke the consent by awriting receivedby thesecretaryofthe corporation prior to thetime thatwritten consents of the number of shares required to authorize the proposed action have been filed with the secretary.

 

Section11. .PROXIES. Everyperson entitled to vote for directors or onany othermattershallhavetheright to do so either in personorby one or moreagents authorized a written proxy signedby the person and filed withthe secretary of thecorporation. A proxyshall be deemed signed if the stockholder's nameis placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholderor the stockholder's attorney in fact. A validlyexecutedproxy which does not statethat itisirrevocable shall continuein fullforce and effect unless revoked by thepersonexecuting it, prior to thevote pursuant thereto, by a writing delivered tothe corporation stating that the proxy is revoked or by a subsequentproxy executedby, orattendance at the meeting and voting in personby the person executing the proxy;provided, however,that no suchproxy shallbe valid after the expiration of six(6) months from the date ofsuch proxy,unlesscoupled with an interest, orunless the person executingitspecifies

thereinthelengthoftimeforwhichitistocontinueinforce,whichinnocaseshallexceedseven (7}years from thedate ofits execution. Subjecttotheabove and the provisions ofSection78.355of the NevadaGeneral Corporation Law,anyproxy duly executedis notrevoked andcontinuesin fullforceandeffectuntil an instrument revokingitoradulyexecuted proxy bearing alaterdate is filed with the secretary of the corporation.

 

Section12. INSPECTORS OF ELECTION. Before any meeting ofstockholders,theboardofdirectorsmayappointanypersonsotherthannomineesforofficeto actas inspectors of electionat the meeting or its adjournment. Ifno inspectors of election areappointed,the chairman ofthe meeting may,andonthe request of any stockholder orhisproxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). Ifinspectors are appointed at a meeting on the request of one or more stockholdersor proxies, the holders ofa majority of shares or their proxiespresent at themeeting shall determine whether one (1)orthree(3) inspectorsareto be appointed. Ifanyperson appointed as inspector fails to appear orfailsor refuses to act, thevacancymaybe filled by appointment bythe boardof directors before the meeting, or by the chairman at the meeting.

 

The duties of these inspectors shall be as follows:

 

(a)              Determine the number of shares outstanding and the voting power ofeach,thesharesrepresentedatthemeeting,theexistenceofaquorum,andtheauthenticity,validity, and effect of proxies;

 

 

(c)               Hear and determine all challenges and questions in any way arising in connection with the right tovote;

 

 

 

(f)	Doanyotheractsthatmaybepropertoconducttheelectionorvote with fairness to all stockholders.

 

 

ARTICLEIII DIRECTORS

Section1. POWERS. Subject to the provisions of the Nevada General CorporationLawandanylimitationsinthearticlesofincorporationandthesebylawsrelatingtoaction requiredto be approved by thestockholdersorby the outstanding shares, the businessand affairs of thecorporation shall be managedand all corporate powersshallbe exercised by or underthedirection of the board of directors.

Withoutprejudicetosuchgeneralpowers,butsubjecttothesamelimitations,itis herebyexpresslydeclaredthatthedirectorsshallhavethepowerand authorityto:

 

(a)               Select and remove all officers, agents, and employees ofthe corporation,prescribesuchpowersanddutiesforthemasmaynotbeinconsistentwithlaw,withthe articles of incorporation or these bylaws, fix their compensation,and require from them security for faithfulservice.

 

(b)              Change the principal executive office or the principal business officefromonelocationtoanother;causethecorporationtobequalifiedtodobusinessinanyotherstate,territory, dependency, or foreign countryandconductbusinesswithinor without theState; designateany place within or without the State for the holding of any stockholders' meeting, or meetings, includingannualmeetings; adopt,makeand useacorporateseal, andprescribetheforms of certificatesof stock, and alter the formof such seal andof such certificatesfromtime to time as in their judgment they may deembest, providedthatsuch formsshall atall times complywith the provisions of law.

 

(c)              Authorize the issuance of shares of stock of the corporationfrom time to time, upon such terms as may be lawful, in consideration of money paid, labor doneor servicesactuallyrendered,debtsorsecuritiescancelled,tangibleorintangiblepropertyactuallyreceived.

 

(d)              Borrow money and incur indebtedness for thepurpose ofthe corporation,andcausetobeexecutedanddeliveredtherefor,inthecorporatename,promissorynotes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or otherevidences of debt and securitiestherefor.

 

Section2. NUMBER OF DIRECTORS. The authorized number ofdirectorsshallbenofewerthanone(1)normorethanseven(7).Theexactnumberofauthorizeddirectors shall be set by resolution of the board of directors, within the limits specified above. Themaximum or minimum number of directors cannot be changed, nor can a fixed number besubstituted for the maximum and minimum numbers, except by a duly adopted amendment to this bylaw duly approved by a majorityof the outstanding shares entitled to vote.

 

Section3.	QUALIFICATION,ELECTION AND TERM OF OFFICE 

OF DIRECTORS.Directorsshallbeelectedateachannualmeetingofthestockholderstoholdoffice until the next annual meeting, but if any such annual meeting isnot held or the directors arenot electedatanyannualmeeting,thedirectorsmaybeelectedatanyspecialmeeting of stockholdersheldfor that purpose, or at thenextannualmeetingofstockholders held thereafter. Eachdirector, including a director elected tofill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected andqualified or until his earlier resignation or removal or his office has been declared vacant in the manner provided in these bylaws.Directorsneednotbestockholders.

 

Section4.	RESIGNATIONAND REMOVAL OF DIRECTORS.	Any

director may resign effectiveupon giving written notice to the chairman of the board, the president,

thesecretary or the board of directors of the corporation, unless the notice specifies a later timefor theeffectivenessofsuchresignation,inwhichcasesuchresignationshallbeeffectiveatthetimespecified. Unless such resignation specifies otherwise, its acceptancebythe corporation shall not be necessary to make it effective.The board of directors may declarevacant the office of a directorwho has been declared of unsound mind by an order of a court or convicted of a felony. Any or all of the directors may beremoved withoutcauseof such removal isapproved bytheaffirmative vote of a majorityof the outstanding shares entitledto vote.Noreduction of the authorized number of directors shall have the effect ofremoving any director before his term of office expires.

 

Section5. VACANCIES. Vacancies in the board of directors, may be filled byamajorityoftheremainingdirectors,thoughlessthanaquorum,orbyasoleremainingdirector. Each directorso elected shall hold office until the next annual meeting of the stockholders and until asuccessorhasbeenelected and qualified.

 

Avacancyintheboardofdirectorsexistsastoanyauthorizedpositionofdirectors whichisnotthenfilled by a dulyelected director, whether causedbydeath,resignation,removal, increase in the authorized number of directors or otherwise.

 

Thestockholdersmayelectadirectorordirectorsatanytimetofillanyvacancyor vacancies not filled by the directors, but any such election by written consent shall require the consent ofamajority of the outstanding sharesentitledtovote. If theresignation ofadirectoris effective at a futuretime, the board of directors may elect a successor to take office when the resignation becomes effective.

 

Ifafter the filling of any vacancy by the directors, the directors then in officewhohave been elected by the stockholders shall constitute less than a majority of the directors thenin office,anyholderorholdersofanaggregateoffivepercentormoreofthetotalnumberofsharesat the timeoutstandinghavingthe rightto voteforsuchdirectors may calla special meetingof the stockholders to electthe entire board. The term of office of any director not elected by thestockholdersshall terminate upon the election of a successor.

 

Section6. PLACE OF MEETINGS. Regular meetings of the board of directors shall be held at any place within or without the State of Nevada that has been designatedfromtimetotimebyresolutionoftheboard. Intheabsenceofsuchdesignation,regular meetings shall be held at the principal executive officeof the corporation. Special meetings ofthe board shall be held at any place withinorwithoutthe State ofNevada thathas been designatedinthe noticeofthe meeting or,if not statedin the noticeor thereisnot notice,at the principal executiveoffice of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment,so long as all directorsparticipating in such meeting can hearoneanother,andall such directors shallbe deemed to bepresent inperson at suchmeeting.

 

Section7. ANNUAL MEETINGS. Immediately following each annual meeting of stockholders, the board of directors shall hold a regular meeting for thepurpose of transaction of other business. Notice of this meeting shall not berequired.

Section8. OTHER REGULAR MEETINGS. Other regular meetingsoftheboardofdirectorsshallbeheldwithoutcallatsuchtimeasshallfromtimetotimebefixedby theboardofdirectors.Such regular meetings may be held without notice,provided the noticeofany change in the time of any such meetings shall be given to all of thedirectors. Notice of a change in the detem1ination of the time shall be given to each director in the same manner asnotice for specialmeetings of the board ofdirectors.

 

Section9. SPECIAL MEETINGS. Special meetings of the board of directors foranypurposeorpurposesmaybecalledatanytime bythechairmanoftheboardorthepresidentor any vice president or the secretary or any two directors.

 

Noticeofthetimeandplaceofspecialmeetingsshallbedeliveredpersonallyorby telephone to each director or sent by first-class mail or facsimile, chargesprepaid, addressedto eachdirectorathis orheraddressas it is shown upon the records of thecorporation. Incasesuch notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time oftheholding ofthemeeting. Incasesuchnotice is deliveredpersonally, or bytelephoneor facsimile, it shall be delivered personally or by telephone or facsimile at least forty-eight (48)hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated toeither the director or to a person at the office of the director who the persongivingthe notice has reason to believewill promptlycommunicateit to the director. The notice need notspecifythepurpose of themeetingnorthe placeif themeetingistobe heldat the principal executive office of thecorporation.

 

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Section10. QUORUM. A majority of the authorized number of directorsshall constituteaquorumforthetransactionofbusiness,excepttoadjournashereinafterprovided.Everyactor decision done ormade by a majorityof the directors presentat a meeting duly held at which a quorumis present shallberegarded as theactof the board of directors, subject to the provisions of Section 78.140 of the NevadaGeneral Corporation Law(approval ofcontractsor transactionsin whichadirector hasa direct orindirectmaterial financial interest),Section78.125(appointment ofcommittees),and Section78.751 (indemnification ofdirectors). A meeting at which a quorum is initiallypresent may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at leasta majority of the required quorum for suchmeeting.

 

Section11. WAIVER OF NOTICE. The transactions of any meetingoftheboardofdirectors,howevercalledand noticedorwhereverheld,shallbeasvalidasthough had at a meeting duly held afterregular call and notice ifa quorum be presentandif, eitherbefore or after themeeting,eachof the directors not presentsigns a written waiverof notice, a consent to holding the meeting or an approval of the minutes thereof. The waiver of notice of consent neednotspecify the purpose of the meeting.All such waivers, consents and approvalsshall be filed with the corporate records or made a part of the minutes of the meeting.Notice of ameeting shall also be deemed givento any director who attends themeeting without protesting, prior thereto orat its commencement, the lack of notice to such director.

 

Section12. ADJOURNMENT. A majority of the directors present, whetheror notconstitutinga quorum,mayadjournanymeetingtoanothertimeandplace.

 

Section13. NOTICE OF ADJOURNMENT. Notice of the time andplace of holding an adjourned meeting need not be given, unless the meeting is adjourned formorethantwenty-four(24)hours,inwhichcasenoticeofsuchtimeandplaceshallbegivenpriortothetime of the adjourned meeting,in the manner specified in Section 8 of this Article III, to the directors who were not present atthe time of theadjournment.

 

Section14. ACTION WITHOUT MEETING. Any action required orpermitted tobetakenbytheboardofdirectorsmaybetakenwithoutameeting,ifallmembersoftheboardshallindividually or collectivelyconsentin writing to such action.Suchaction by written consent shall have the same force and effect asa unanimousvoteof theboard ofdirectors.Such writtenconsentor consents shall be filed with the minutes of the proceedings of the board.

 

Section15. FEES AND COMPENSATION OF DIRECTORS. Directors andmembersofcommitteesmayreceivesuchcompensation,ifany, fortheir services, andsuch reimbursement of expenses, as may be fixed or determined by resolution of the board ofdirectors.Nothinghereincontained shall be construed to preclude any director fromservingthe corporation inany other capacityasan officer,agent,employee, or otherwise,and receiving compensation for suchservices. Members ofspecial orstanding committeesmaybeallowed like compensation for attending committee meetings.

 

 

 

 

 

 

 

 

 

 

 

 

COMMITTEES

 

Section1. COMMITTEES OF DIRECTORS. The board of directorsmay,by resolution adopted by a majority of the authorized number of directors,designate oneormore committees, each consistingof one or more directors, to serve at the pleasure of theboard. The board may designate one or more directors as alternate members of any committees,whomay replace any absent member at any meeting of the committee. Any suchcommittee, totheextentprovidedintheresolutionoftheboard,shall have all the authority of the board, except withregard to:

 

(a)	theapproval of any action which, under the Nevada General Corporation Law, also requires stockholders' approval or approval of theoutstanding shares;

 

(b)	thefiling of vacancies on the board of directors or in any committees;

 

(c)	thefixing of compensation of the directors for serving on the board or on any committee;

 

(d)	theamendment or repeal of bylaws or the adoption of new bylaws;

 

(e)               the amendment or repeal of any resolution of the board ofdirectors which by its express terms is not so amendable orrepealable;

 

(f)               a distribution to the stockholders of the corporation, except at arate or in a periodic amount or within a price range determined by the board of directors;or

 

(g)        the appointment of any other committees of the board of directors or the membersthereof.

 

Section2. MEETINGS AND ACTION BY COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, theprovisions of Article III, Sections 6 (place of meetings), 8 (regular meetings), 9 (special meetingsand notice), 10 (quorum), 11 (waiver of notice), 12 (adjournment), 13 (notice of adjournment)and14(actionwithoutmeeting),withsuchchangesinthecontextofthosebylawsas arenecessaryto substitute thecommitteeandits members for the board of directors and its members, except that thetime or regular meetings of committees may be determined by resolutions of the board ofdirectorsand noticeof special meetingsof committeesshall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directorsmay adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. The committees shallkeep regular minutes of their proceedingsand report the same to the board when required.

 

 

 

 

 

 

 

 

 

 

 

OFFICERS

 

Section1.	OFFICERS. The officers of the corporation shall bea president,a secretary and a treasurer. The corporation may also have, at the discretionof the board ofdirectors, a chairman of the board, one or more vice presidents, oneor more assistant secretaries, oneor more assistant treasurers, and such other officersas may be appointed in accordance withthe provisions of Section 3 of this ArticleV. Any two or more offices may be held by the sameperson.

 

Section2. ELECTION OF OFFICERS. The officers of the corporation, except suchofficersasmaybeappointedinaccordancewiththeprovisionsofSection3orSection5ofthisArticleV,shallbechosenbythe boardof directors, andeachshall serve at the pleasure of theboard, subjecttotherights, if any,ofan officerunder any contract ofemployment. Theboard of directors at itsfirstmeeting after eachannualmeeting ofstockholders shallchoose a president, avice president, a secretary and a treasurer, none of whom need be a member of the board. The salaries of all officers andagents of the corporation shall be fixed by the board of directors.

 

Section3. SUBORDINATE OFFICERS, ETC. The board ofdirectors may appoint, and may empower the president to appoint, such other officers as thebusinessof the corporation may require, each of whom shall hold office for such period, havesuchauthority and perform such duties as are provided in the bylaws or as the boardof directorsmay from time to time determine.

Section4. REMOVAL AND RESIGNATION OF OFFICERS. Theofficers of the corporation shall hold office until their successors are chosen andqualify. Subjecttotherights,ifany,ofanofficerunderanycontractofemployment,anyofficermay be removed, eitherwith or without cause, by the board of directors, at any regular or special meeting thereof, or, except in case of an officer chosenby the board of directors, by any officer upon whom such power or removal may be conferred by the board of directors.

 

Anyofficer may resign at any time by giving written notice to the corporation.Any suchresignationshalltakeeffectatthedateofthereceiptofsuchnoticeoratanylatertimespecifiedtherein;and, unless otherwisespecified therein, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation is withoutprejudice to the rights, if any, of the corporation under any contract to which the officer isa party.

 

Section5. VACANCIES IN OFFICES. A vacancy inany officebecause of death, resignation, removal, disqualification or any other causeshall be filled in themanner prescribed in these bylaws for regular appointments tosuchoffice.

 

Section6. CHAIRMAN OF THE BOARD. The chairman of the board; ifsuch anofficerbeelected,shall,ifpresent,presideatallmeetingsoftheboardofdirectors and exercise andperform such other powers and duties asmay be fromtime to time assigned to him by the boardof directors orprescribed bythebylaws. Ifthere isno president, the chairman ofthe board shall in addition be the chief executive officer of the corporation and shall have the powers and

dutiesprescribedinSection7ofthisArticle V.

Section7. PRESIDENT. Subject to such supervisory powers, if any, as may begivenbytheboardofdirectorstothechairmanoftheboard,iftherebesuchanofficer,thepresident shall be the chief executiveofficer of the corporation and shall,subject to the control ofthe board of directors, have general supervision, direction and control ofthebusiness and the officers of the corporation.He shall preside at all meetingsof the stockholdersand, in the absence of the chairman of the board,of if there be none, at all meetingsof the board ofdirectors. He shall have the generalpowers and duties of management usuallyvestedin theofficeof presidentof a corporation, andshall have suchotherpowers and dutiesasmay be prescribedbythe board ofdirectors or thebylaws.He shall executebonds,mortgagesand other contractsrequiring a seal,underthe seal of thecorporation,except whererequired or permitted by law to be otherwise signed and executed and except where thesigning and executionthereof shall beexpresslydelegated by the board of directors to some other officer or agent of the corporation.

 

Section8. VICE PRESIDENTS. In the absence or disability of the president, the vicepresidents,ifany,in orderoftheirrankasfixedbytheboardof directorsor,ifnotranked,avicepresidentdesignated by theboard of directors, shall performall thedutiesofthe president, and when so acting shall have all the powers of, and be subjectto all the restrictions upon,the president. The vice presidents shall have such otherpowers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors orthe bylaws,the president or the chairman of the board.

Section9. SECRETARY. The secretary shall attend all meetings of the board ofdirectorsandallmeetingsofthestockholdersandshallrecord,keeporcausetobekept,at the principal executiveofficeor such other placeas the board of directors may order, a bookof minutes ofall meetings of directors, committees ofdirectors andstockholders, with thetimeand placeof holding,whether regular orspecial, and,if special, howauthorized,thenotice thereof given, the names of those present at directors' and committee meetings,the number of shares presentor represented at stockholders' meetings, and the proceedingsthereof.

 

Thesecretaryshallkeep,orcause tobekept,attheprincipalexecutiveofficeorat theofficeofthecorporation'stransferagent orregistrar, asdeterminedby resolutionofthe board of directors, a share register, or a duplicate share register, showing thenames of allstockholders and their addresses, the number and classes of sharesheld by each, the number and date of certificates issued for the same, and the numberanddate of cancellation of every certificate surrendered for cancellation.

 

Thesecretary shall give, or cause to be given, notice of all meetings ofstockholders andof theboardofdirectorsrequiredbythebylawsorbylawtobegiven,andheshallkeepthesealofthe corporationinsafecustody,as may beprescribedbytheboard ofdirectors orbythebylaws.

 

Section10. TREASURER. The treasurer shall keep and maintain, or cause to bekeptandmaintained,adequateandcorrectbooksandrecordsofaccountsoftheproperties and b11si11ess tr8.llsac:tio11s of thecorporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earningsand shares. The books of account shall at all reasonable times be open to inspection by any director.

 

Thetreasurer shall deposit all moneys and other valuables in the name and tothe creditofthecorporationwithsuchdepositoriesasmaybedesignatedbytheboardofdirectors.Heshalldisbursethefunds of thecorporationas maybeordered by the boardof directors,shall render to the president and directors, whenever they requestit, an accountof all of his transactions astreasurerand ofthefinancial condition ofthecorporation, andshall have otherpowers and perform such other duties as may be prescribed by the board of directors or the bylaws.

 

Ifrequired by the board of directors, the treasurer shall give the corporation abondinsuchsumandwithsuchsuretyorsuretiesasshallbesatisfactorytotheboardofdirectorsforthe faithful performance of the duties of his office and for the restorationto the corporation, in caseofhisdeath,resignation, retirementorremoval from office, ofall books,papers,vouchers, money and other property of whatever kind in his possessionor under hiscontrolbelonging tothecorporation.

 

 

ARTICLEVI

 

INDEMNIFICATION OF DIRECTORS,OFFICERS,EMPLOYEES,

AND OTHERAGENTS

Section1. ACTIONS OTHER THAN BY THE CORPORATION. The corporation mayindemnifyanypersonwho wasorisapartyoristhreatenedtobemadeapartytoany threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, exceptanactionbyorintherightof the corporation, byreasonof thefactthatheis or wasadirector,officer, employee oragent ofthecorporation, or isor was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,jointventure, trustor otherenterprise, against expenses,includingattorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection withthe action, suit or proceeding if he acted in good faith and in amanner which hereasonably believed to be in or not opposed to the best interests of thecorporation,and, with respect to any criminal action or proceeding, has no reasonable cause tobelieve his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction,orupona plea of nolo contendere orits equivalent, does not,of itself,createa presumptionthatthe persondid not actin goodfaith and inamannerwhich hereasonablybelievedtobe in or not opposedto the best interests of thecorporation, andthat, with respecttoany criminal action or proceeding,he had reasonablecause to believe thathis conduct was unlawful.

 

Section2. ACTIONS BY THE CORPORATION. Thecorporation mayindemnifyanypersonwho wasorisapartyoristhreatenedtobemade a party toany threatened,pending or completed action or suitby orin theright of the corporationtoprocurea judgment in its favorby reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at therequest of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trustor other enterprise against expenses, including amounts paid in settlement and attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted ingood faith and in a manner which he reasonably believed to be in or not opposed tothe best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a personhas been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporationor for amounts paid in settlement to the corporation, unless and only to the extent that the court inwhich the action or suit was brought or other court of competent jurisdiction determines upon application that inview of all the circumstances of the case, the person is fairly andreasonably entitled to indemnity for such expenses as the court deems proper.

 

Section3. SUCCESSFUL DEFENSE. To the extent that a director, officer,employeeoragentofthecorporationhasbeensuccessful onthemeritsorotherwiseindefense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense ofany claim, issue or matter therein, he must be indemnified by the corporation against expenses, includingattorneys' fees, actually and reasonablyincurredby him in connection with the defense.

 

Section4. REQUIRED APPROVAL. Any indemnification under Sections1 and 2, unless orderedby a court or advanced pursuant to Section 5, must be made bythe corporation only asauthorized in the specific case upon a determination that indemnificationof thedirector,officer,employeeoragentisproperinthecircumstances.Thedeterminationmustbe made:

(a)                 By thestockholders;

 

(b)               By the board of directors by majority vote of a quorumconsisting of directors who were not parties to the act, suit orproceeding;

 

(c)                Ifa majorityvote of a quorum consisting of directors who werenot parties to the act, suit or proceedingso orders, by independent legal counsel in a writtenopinion; or

 

(d)               Ifa quorum consisting of directors who were not parties to theact, suit or proceeding cannot be obtained, by independent legal counsel in a writtenopinion.

 

Section5. ADVANCE OF EXPENSES. The articles ofincorporation, the bylaws or an agreement made by the corporation may provide that the expenses ofofficers and directors incurred in defending a civil or criminal action, suitor proceeding must be paidbythe corporationas they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officertorepaytheamount ifitisultimatelydeterminedby acourt of competent jurisdiction that he isnotentitled to be indemnified by the corporation. The provisions of this section do not affect any rights to advancement ofexpenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

 

Section6.OTHERRIGHTS. The indemnification and advancement ofexpensesauthorizedinororderedbyacourtpursuanttothisArticleVI:

 

(a)                Does not exclude any other rights to which a personseekingindemnificationoradvancement ofexpensesmaybeentitledunderthearticlesofincorporationor any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for eitheran actioninhisofficial capacity oranactioninanothercapacitywhile holding his office, except that indemnification, unless ordered by a court pursuant to Section 2 or for the advancementof expenses made pursuantto Section 5, maynotbemadeto or onbehalf of any director orofficerifa final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of thelaw and was material to the cause of action.

 

(b)                Continues for a person who has ceased to be a director,officer, employeeoragentandinurestothebenefitoftheheirs,executorsandadministratorsofsucha person.

 

Section7. INSURANCE. The corporation may purchase andmaintain insuranceonbehalfofanypersonwhoisorwasadirector,officer,employeeoragentofthe corporation, or is or was serving at the request of the corporation asa director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liabilityasserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporationwould have the power to indemnify him against such liability under the provisions of this Article VI.

Section8. RELIANCE ON PROVISIONS. Each person who shall actasan authorized representative of the corporation shall be deemed to be doing so in relianceupontherightsofindemnificationprovidedbythisArticle.

 

Section9. SEVERABILITY. Ifany of the provisions of this Article areheld to be invalid or unenforceable, this Article shall be construed as if it did not contain suchinvalid or unenforceable provision and the remaining provisions of this Article shall remain in fullforce andeffect.

 

Section10. RETROACTIVE EFFECT. To the extent permitted byapplicable law, the rights and powers granted pursuant to this Article VI shall apply to acts andactionsoccurringorinprogresspriortoitsadoptionbytheboard ofdirectors.

 

 

ARTICLE VII

RECORDS ANDBOOKS

Section1. MAINTENANCE OF SHARE REGISTER. The corporationshall keep at its principal executive office, or at the office of its transfer agent or registrar,ifeither be appointed and as determined by resolution of the board of directors,a record ofitsstockholders, giving the namesand addresses of all stockholders and the number and classofshares held by eachstockholder,

 

Section2. MAINTENANCE OF BYLAWS. The corporation shall keepatitsprincipalexecutiveoffice,orifitsprincipalexecutiveofficeisnotinthisStateatitsprincipal business officein this State, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the stockholders atall reasonable times during office hours. Ifthe principal executive office of the corporation is outside thisstate and the corporation has no principal business office in this state, the secretary shall, uponthe written request of any stockholder, furnish to such stockholder a copy of the bylaws as amended to date.

 

Section3.	MAINTENANCEOF OTHER CORPORATE RECORDS.	 The

accountingbooks and records and minutes of proceedings of the stockholders and the boardof directorsandanycommitteeorcommitteesoftheboardofdirectorsshallbekept atsuchplace or placesdesignatedbytheboardofdirectors, or,inthe absence ofsuchdesignation, at theprincipal executive office of the corporation. The minutesshall be kept in written form and the accounting books and records shallbe kept eitherin written form or in any other form capable of being converted into written form.

 

Every directorshall have the absolute right at any reasonable time to inspectand copyallbooks,recordsanddocumentsofeverykindandtoinspectthephysicalpropertiesofthis corporation and any subsidiary of this corporation. Such inspection by a director may be madein person or by agent or attorney and the right ofinspection includes the rightto copy and make extracts. The foregoing rights of inspection shall extend to the records of each subsidiary of the corporation.

 

Section4. ANNUAL REPORT TO STOCKHOLDERS. Nothing herein shall beinterpretedasprohibitingtheboardofdirectorsfromissuingannualorotherperiodicreportstothe stockholders of the corporation as they deem appropriate.

 

Section5. FINANCIAL STATEMENTS. A copy of anyannual financial statement and any income statement of the corporation for each quarterly period ofeachfiscalyear,andanyaccompanyingbalancesheetofthecorporationasoftheendofeachsuch period, that has beenprepared by the corporation shall be kept on file in the principal executive officeof the corporation for twelve (12) months.

 

Section6.	ANNUAL   LIST    OF    DIRECTORS,    OFFICERS    AND RESIDENT

AGENT.Thecorporationshall,onorbeforeApril1stofeachyear,filewiththeSecretaryofState ofthe Stateof Nevada, on theprescribed form,alist ofitsofficers anddirectors anda designation ofitsresident agent in Nevada.

 

 

ARTICLEVIII

 

GENERAL CORPORATEMATTERS

 

Section1. RECORD DATE. For purposes of determining the stockholdersentitled to notice of any meeting or to vote or entitled toreceive paymentofany dividend or other distribution orallotment ofanyrights or entitledto exercise anyrights in respectof any other

lawfulaction, the board of directors may fix, in advance, a record date, which shall not bemorethansixty(60)daysnorlessthanten(10)dayspriortothedateofanysuchmeetingnormorethansixty (60) daysprior to any other action, andin such case only stockholders of record onthe date so fixed are entitled tonotice andto vote or to receive the dividend, distribution or allotment of rights orto exercise the rights, as the case may be, notwithstanding any transfer ofanyshares on the books ofthecorporation aftertherecord datefixed as aforesaid, exceptasotherwise provided in the Nevada General Corporation Law.

 

Ifthe board of directors does not so fix a recorddate:

 

(a)              The record date for determining stockholders entitled to notice ofor tovoteatameetingofstockholdersshallbeatthecloseofbusinessonthedaynextprecedingthe day on which notice is given or,if notice is waived, at the close of business on thebusiness day next precedingthe day on which the meeting is held.

 

(b)              The record date for determining stockholders entitled togive consenttocorporateactioninwritingwithoutameeting,whennoprioractionbytheboardhas been taken, shall be the day on which the first written consent isgiven.

 

(c)              The record date for determining stockholders for any otherpurpose shall be at the close of business on the day on which the board adopts the resolution relating thereto,or the sixtieth (60th) day prior to the date of such other action, whichever islater.

 

Section2. CLOSING OF TRANSFER BOOKS. The directors may prescribe aperiodnotexceedingsixty(60)dayspriortoanymeetingofthestockholdersduringwhichnotransfer ofstockon thebooks of the corporation maybemade, or may fix a date not morethan sixty (60) days prior to the holding of any suchmeeting as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholdersof record on such day shall be entitledto noticeor to voteat such meeting.

 

Section3. REGISTERED STOCKHOLDERS. The corporation shall beentitledtorecognizetheexclusiverightofapersonregisteredonitsbooksasthe ownerof shares to receive dividends, and to vote as such owner, and tohold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognizeany equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall haveexpress or other notice thereof, except as otherwise provided by the laws of Nevada.

 

Section4.	   CHECKS,    DRAFTS,    EVIDENCES OF    INDEBTEDNESS.	All

checks,drafts or other orders for payment of money, notes or other evidences ofindebtedness,issuedinthenameoforpayabletothecorporation,shallbesignedorendorsedbysuch person or persons and in such manner as, from time to time, shall bedetermined by resolution of the board of directors.

 

 

 

Section 5.      CORPORATE	      CONTRACTS       AND       INSTRUMENTS; HOW

EXECUTED.The board of directors, except as in the bylaws otherwise provided, mayauthorize anyofficerorofficers,agentoragents,toenterintoanycontractorexecuteanyinstrumentinthename of and on behalf ofthe corporation, and such authority may be general or confined tospecific instances;and,unlessso authorizedor ratified by the boardof directorsorwithin the agency power or authority to bind the corporation by any contract or engagement orto pledge its credit ortorenderit liable for any purpose or to any amount.

 

Section6.	STOCK CERTIFICATES. A certificate or certificates for sharesofthecapitalstockofthecorporationshallbeissuedtoeachstockholderwhenanysuchsharesarefully paid,and the board of directors may authorize the issuanceof certificatesorshares as partly paid providedthatsuchcertificatesshallstate theamountof theconsiderationtobe paid thereforand theamount paid thereon.All certificatesshall be signed in the name of the corporation by the president or vice president andbythe treasurer oran assistanttreasurer orthe secretary or any assistantsecretary,certifyingthe number of sharesandtheclass or seriesof shares owned bythe stockholder. Whenthecorporation isauthorizedtoissuesharesof morethanoneclass or more thanoneseries ofany class, thereshallbe set forthupon theface or backof thecertificate,or the certificateshall have a statementthat thecorporationwillfurnish to any stockholders upon request andwithout charge, a fullor summary statement ofthe designations, preferences andrelatives, participating, optional or otherspecial rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights,and, if the corporation shall be authorized to issue only special stock, such certificate mustset forth in full or summarize therights of the holdersof such stock.Any or all of the signatures on thecertificatemay be facsimile. In case any officer, transfer agent or registrarwho has signed or whose facsimile signature has been

placed upon a certificateshall have ceased to be such officer, transfer agent or registrar before suchcertificateisissued,itmaybeissuedbythecorporationwiththesameeffectas ifsuchpersonwere an officer, transferagent or registrar at the date of issue.

 

Nonew certificate for shares shall be issued in place of any certificatetheretoforeissuedunlessthelatterissurrenderedandcanceledatthesametime;provided,however,thatanewcertificate may be issuedwithoutthe surrenderand cancellation oftheold certificate if the certificatetheretofore issued is alleged to have beenlost, stolen or destroyed.In case of any such allegedly lost, stolen or destroyedcertificate,the corporation may require the owner thereof or the legal representative of suchownerto give the corporation a bond (or otheradequate security) sufficient to indemnifyit againstany claim that may be made against it (includingany expense or liability)on account of the alleged loss, theft or destructionof anysuch certificateor the issuanceof such newcertificate.

 

Section7.	DIVIDENDS. Dividends upon the capital stock of the corporation,subject to the provisions of the articles of incorporation, if any, may be declared by the boardof directors at any regular or special meeting pursuant to law. Dividends may be paid in cash,in property, or in shares of the capital stock, subject to the provisions of the articles ofincorporation.

 

Beforepayment of any dividend,there maybe setaside outofanyfundsofthe corporationavailablefordividends suchsumorsumsasthedirectorsfrom time to time, in their absolute discretion, think proper as a reserveor reservesto meet contingencies,orforequalizing dividends, or for repairingor maintaining any property of the corporation, or for such other purpose asthe directors shallthink conducive to theinterest ofthe corporation, and the directors may modifyor abolish anysuch reserves in the mannerin which it was created.

 

Section8. FISCAL YEAR. The fiscal year of the corporation shall be fixedby resolutionof the board ofdirectors.

 

Section9. SEAL. The corporate seal shall have inscribed thereon the name of the corporation,the year of its incorporation and the words "Corporate Seal, Nevada."

 

Section10.	      REPRESENTATION	         OF	      SHARES	      OF	      OTHER

CORPORATIONS.The chairman of the board, the president, or any vice president, or anyother personauthorizedbyresolutionoftheboardofdirectorsbyanyoftheforegoingdesignatedofficers,is authorized to vote on behalf of the corporation any and all shares of anyothercorporation or corporations, foreign or domestic, standing in the name of the corporation.The authority herein granted to said officers to vote or represent on behalf of the corporation anyand allshares held by the corporationinany other corporationorcorporations maybe exercised byany such officer in person or by any person authorized to do so byproxy duly executed by said officer.

 

Section11.	      CONTROL	    SHARE	   ACQUISITION	       EXEMPTION.	         The

corporation electsnot to be governed by the provisions of NRS §78.378 to NRS§78.3793 inclusive,generallyknownasthe"ControlShareAcquisitionStatute"undertheNevadaBusiness CorporationLaw,whichcontainsaprovision governing"AcquisitionofControllingInterest."

Section12.	COMBINATIONS    WITH    INTERESTED    STOCKHOLDERS.The

corporation elects notto be governed by the provisions of NRS §78.411 through NRS§78.444, inclusive,oftheNevadaBusinessCorporationLaw.

 

Section13. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in theNevada General Corporation Law shall govern the construction of the bylaws. Withoutlimitingthegeneralityoftheforegoing,thesingularnumberincludestheplural,theplural number includesthesingular,and the term "person"includesboth acorporationanda natural person.

 

 

ARTICLEIX AMENDMENTS

Section1. AMENDMENTS. These bylaws or any of them may be alteredor repealed,andnewbylawsmaybeadopted,bythestockholdersbyavoteatameetingorbywritten consent without a meeting.The board of directors shall also have the power, by a majorityvote of the Whole Board,to alter or repeal any of these bylaws, and to adopt new bylaws, except as otherwiseprovidedbylaworby thearticles ofincorporation.

 

 

 

 

[BALANCEOFPAGEINTENTIONALLYLEFTBLANK]

**CERTIFICATE OF SECRETARY**

** **

** **

** **

I,theundersigned, doherebycertify:

 

1.                 That I am the duly elected and acting secretary ofCAPSTONE FINANCIAL GROUP, INC., a Nevada corporation;and

 

2.                  That the foregoing Bylaws, comprising nineteen (19) pages, constitutethe Bylaws of said corporation as duly adopted and approved by the board of directors ofsaid corporationby aUnanimousWrittenConsentdatedasofAugust26,2014,anddulyadoptedand approvedbythestockholderofsaidcorporation at theAnnualMeeting heldon August23,2013.

 

INWITNESS WHEREOF, I have hereunto subscribed my name and affixedthe seal of said corporationthis 26th day of August, 2013.

 

 

 

_________________________________

                                                         Ryan Faught, Secretary