**Exhibit 3.2**

 

**ALLIANCEGAMING CORPORATION**

**BYLAWS**

**ADOPTED FEBRUARY 11,1998**

 

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**BYLAWS**

**OF**

**ALLIANCEGAMING CORPORATION**

 

ARTICLE I—OFFICES

 

The principal office of the Corporation shallbe located at 3101 W. Spring Mountain Road, Las Vegas, Nevada, 89102, and itmay be changed from time to time by the Board of Directors. The Corporation mayalso maintain offices at such other places within or without the United Statesas the Board of Directors may, from time to time, determine.

 

ARTICLE II—MEETING OF STOCKHOLDERS

 

Section 1—Annual Meetings:

 

Annual meetings shall be held at such dateand time as the directors may from time to time fix; provided, however, thateach annual meeting shall be held within fifteen months of the date of thepreceding annual meeting. At such meetings directors shall be elected, reportsof the affairs of the Corporation shall be considered, and any other businessmay be transacted which is within the powers of the stockholders.

 

Section 2—Special Meetings:

 

Special meetings of the stockholders may becalled at any time only by a majority of the Board of Directors, by theChairman of the Board, by the President, or as otherwise required by law. Thebusiness of a special meeting shall be confined to the purpose or purposesstated in the notice of such meeting.

 

Section 3—Place of Meetings:

 

All meetings of the stockholders shall beheld at the principal office of the Corporation, or at such other places asshall be designated in the notices or waivers of notice of such meetings.

 

Section 4—Notice of Meetings:

 

(a)                                  Whenever stockholders are required orpermitted to take any action at a meeting, a written notice of the meetingshall be given which shall state the place, date and hour of the meeting andthe purpose or purposes for which the meeting is called. Unless otherwiseprovided by law, the written notice of any meeting shall be given not less thanten nor more than sixty days before the date of the meeting to each stockholderentitled to vote at such meeting. If mailed, such notice shall be deemed to begiven when deposited in the mail, postage prepaid, directed to the stockholderat his address as it appears on the records of the Corporation.

 

(b)                                 Attendance at a meeting of stockholders, inperson or by proxy, constitutes a waiver of notice of the meeting, except whenthe stockholder attends a meeting for the express purpose of

 

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objecting at the beginning of the meeting to the transaction of anybusiness on grounds that the meeting is not lawfully called or convened.

 

Section 5—Quorum:

 

(a)                                  The presence in person or by proxy of thepersons entitled to vote a majority of the voting shares at any meeting shallconstitute a quorum for the transaction of business. The stockholders presentat a duly called or held meeting at which a quorum is present may continue todo business until adjournment, notwithstanding the withdrawal of enoughstockholders to leave less than a quorum, if any action taken (other thanadjournment) is approved by at least a majority of the shares required toconstitute a quorum.

 

(b)                                 Despite the absence of a quorum at any annualor special meeting of stockholders, the stockholders, by a majority of thevotes cast by the holders of shares entitled to vote thereat, may adjourn themeeting. At any such adjourned meeting at which a quorum is present, anybusiness may be transacted at the meeting as originally called if a quorum hadbeen present.

 

Section 6—Voting:

 

(a)                                  Unless otherwise provided in the Articles ofIncorporation of the Corporation, each stockholder entitled to vote at anymeeting of stockholders shall be entitled to one vote for each share of stockheld by him which has voting power upon the matter in question. Eachstockholder entitled to vote at a meeting of stockholders may authorize anotherperson or persons to act for him by proxy, but no such proxy shall be voted oracted upon after six months from its date, unless coupled with an interest, orunless the proxy provides for a longer period which in no case shall exceedseven years from the date of its execution. A duly executed proxy shall beirrevocable if it states that it is irrevocable and if, and only so long as, itis coupled with an interest sufficient in law to support an irrevocable power.A stockholder may revoke any proxy which is not irrevocable by attending themeeting and voting in person or by filing an instrument in writing revoking theproxy or another duly executed proxy bearing a later date with the Secretary.Voting at meetings of stockholders need not be by written ballot and need notbe conducted by inspectors unless the holders of a majority of the outstandingshares of all classes of stock entitled to vote thereon present in person or byproxy at such meeting shall so determine. Directors shall be elected inaccordance with the Articles of Incorporation of the Corporation and theseby-laws by a plurality of the votes cast at an election by the holders ofshares entitled to vote thereon. All other elections and questions shall,unless otherwise provided by law or by the Articles of Incorporation of theCorporation or these by-laws, be decided by the vote of the holders of amajority of the outstanding shares of stock entitled to vote thereon present inperson or by proxy at the meeting.

 

(b)                                 No action required or permitted to be takenby the stockholders of the Corporation may be effected by any consent inwriting in lieu of a meeting.

 

(c)                                  Sections 2 to 14, inclusive, of Assembly BillNo. 748, amending Chapter 78 of the Nevada Revised Statutes, shall notapply to any acquisition of a controlling interest (as defined in such Bill) inthe Corporation.

 

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Section 7—Notice of Stockholder Business and Nominations:

 

(a)(1) Nominations of persons for electionto the Board of Directors of the Corporation and the proposal of business to beconsidered by the stockholders may be made at an annual meeting of stockholders(A) by or at the direction of the Chairman of the Board or the Board ofDirectors pursuant to a resolution adopted by a majority of the whole Board or (B) byany stockholder of the Corporation who is entitled to vote at the meeting withrespect to the election of directors or the business to be proposed by suchstockholder, as the case may be, who complies with the notice procedures setforth in clauses (2) and (3) of paragraph (a) of this Section 7and who is a stockholder of record at the time such notice is delivered to theSecretary of the Corporation as provided below.

 

(2)                                  For nominations or other business to beproperly brought before an annual meeting by a stockholder pursuant to clause (B) ofparagraph (a)(1) of this Section 7, the stockholder must have given timelynotice thereof in writing to the Secretary of the Corporation and such businessmust be a proper subject for stockholder action under applicable law. To betimely, a stockholder’s notice shall be delivered to the Secretary of theCorporation at the principal executive offices of the Corporation not less thansixty days nor more than ninety days prior to the first anniversary of thepreceding year’s annual meeting; provided, however, that in the event that thedate of the annual meeting is advanced by more than thirty days, or delayed bymore than sixty days, from such anniversary date, notice by the stockholder tobe timely must be so delivered not earlier than the ninetieth day prior to suchannual meeting and not later than the close of business on the later of thesixtieth day prior to such annual meeting or the tenth day following the day onwhich public announcement of the date of such meeting is first made. Suchstockholder’s notice shall set forth (A) as to each person whom thestockholder proposes to nominate for election or reelection as a director allinformation relating to such person that is required to be disclosed insolicitations of proxies for election of directors, or is otherwise required,in each case pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended (the “Exchange Act”), including such person’s written consentto being named in the proxy statement as a nominee and to serving as a directorif elected; (B) as to any other business that the stockholder proposes tobring before the meeting, a brief description of the business desired to bebrought before the meeting, the reasons for conducting such business at themeeting and any material interest in such business of such stockholder and thebeneficial owner, if any, on whose behalf the proposal is made; and (c) asto the stockholder giving the notice and the beneficial owner, if any, on whosebehalf the nomination or proposal is made (i) the name and address of suchstockholder, as they appear on the Corporation’s books, and of such beneficialowner and (ii) the class and number of shares of the Corporation which areowned beneficially and of record by such stockholder and such beneficial owner.

 

(3)                                  Notwithstanding anything in the secondsentence of paragraph (a)(2) of this Section 7 to the contrary, inthe event that the number of directors to be elected to the Board of Directorsis increased and there is no public announcement naming all of the nominees fordirector or specifying the size of the increased Board of Directors made by theCorporation at least eighty days prior to the first anniversary of thepreceding year’s annual meeting, a stockholder’s notice required by paragraph(a)(2) of this Section 7 shall also be considered timely, but onlywith respect to nominees for any new positions created by such increase, if itshall be delivered to the Secretary of the Corporation at the principalexecutive offices of the Corporation not later than the close of business

 

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on the tenth day following the day on which such public announcement isfirst made by the Corporation.

 

(b)                                 Nominations of persons for election to theBoard of Directors may be made at a special meeting of stockholders at whichdirectors are to be elected (i) by or at the direction of the Chairman ofthe Board or the Board of Directors pursuant to a resolution adopted by amajority of the whole Board or (ii) by any stockholder of the Corporationwho is entitled to vote at the meeting with respect to the election ofdirectors, who complies with the notice procedures set forth in this paragraph (b) andwho is a stockholder of record at the time such notice is delivered to theSecretary of the Corporation as provided below. Nominations by stockholders ofpersons for election to the Board of Directors may be made at such a specialmeeting of stockholders if the stockholder’s notice as required by paragraph(a)(2) of this Section 7 shall be delivered to the Secretary of theCorporation at the principal executive offices of the Corporation not earlierthan the ninetieth day prior to such special meeting and not later than theclose of business on the later of the sixtieth day prior to such specialmeeting or the tenth day following the day on which public announcement isfirst made of the date of the special meeting and of the nominees proposed bythe Board of Directors to be elected at such meeting.

 

(c)(1)                    Only persons who are nominated in accordance with the procedures setforth in this Section 7 shall be eligible to serve as directors and onlysuch business shall be conducted at a meeting of stockholders as shall havebeen brought before the meeting in accordance with the procedures set forth inthis Section 7.

 

(2)                                  Except as otherwise provided by law, theArticles of Incorporation or this Section 7, the chairman of the meeting shallhave the power and duty to determine whether a nomination or any businessproposed to be brought before the meeting was made in accordance with theprocedures set forth in this Section 7 and, if any proposed nomination orbusiness is not in compliance with this Section 7, to declare that suchdefective nomination or proposal shall be disregarded.

 

(3)                                  For purposes of this Section 7, “publicannouncement” shall mean disclosure in a press release reported by the DowJones News Service, Associated Press or comparable national news service or ina document publicly filed by the Corporation with the Securities and ExchangeCommission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

 

(4)                                  Notwithstanding the foregoing provisions ofthis Section 7, a stockholder shall also comply with all applicablerequirements of the Exchange Act and the rules and regulations thereunderwith respect to the matters set forth in this Section 7. Nothing in this Section 7shall be deemed to affect any rights (i) of stockholders to requestinclusion of proposals in the Corporation’s proxy materials with respect to ameeting of stockholders pursuant to Rule 14a-8 under Exchange Act or (ii) ofthe holders of any series of Special Stock or any other series or class ofstock as set forth in the Articles of Incorporation to elect directors underspecified circumstances or to consent to specific actions taken by theCorporation.

 

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Section 8—Presiding Officer; Order of Business; Conduct ofMeeting:

 

(a)                                  Meetings of the stockholders shall bepresided over by such person as shall be designated by the board of directorsor if no designation is made, then by the Chairman of the Board, or in hisabsence or if there is no Chairman of the Board, then the President. TheSecretary of this corporation, or in his absence, an Assistant Secretary, shallact as Secretary of the meeting, or in the absence of an Assistant Secretary,the chairman of the meeting may appoint any person to act as secretary of themeeting.

 

(b)                                 Subject to the following, meetings ofstockholders shall generally follow accepted rules of parliamentaryprocedure:

 

(1)                                  The chairman of the meeting shall haveabsolute authority over matters of procedure and there shall be no appeal fromthe ruling of the chairman. If the chairman, in his absolute discretion, deemsit advisable to dispense with the rules of parliamentary procedure as toany one meeting of stockholders or a part thereof, the chairman shall so stateand shall clearly state the rules under which the meeting or appropriatepart thereof shall be conducted.

 

(2)                                  If disorder shall arise which preventscontinuation of the legitimate business of the meeting, the chairman may quitthe chair and announce the adjournment of the meeting; and upon his so doing,the meeting is immediately adjourned.

 

(3)                                  The chairman may ask or require that anyonenot a bona fide stockholder or proxy holder leave the meeting.

 

(4)                                  A resolution or motion shall be onlyconsidered for a vote if proposed by a stockholder or duly authorized proxy,and seconded by an individual, who is a stockholder or a duly authorized proxy,other than the individual who proposed the resolution or motion.

 

ARTICLE III—BOARD OF DIRECTORS

 

Section 1—Powers:

 

Subject to limitations of the Articles ofIncorporation and statute as to action to be authorized or approved by thestockholders, and subject to the duties of directors as prescribed by theby-laws, all corporate powers shall be exercised by or under the authority of, andthe business and affairs of the Corporation shall be controlled by, the boardof directors. Without prejudice to such general powers, but subject to the samelimitations, it is hereby expressly declared that the directors shall have thefollowing powers, to wit:

 

First—To select and remove all the officers,agents and employees of the Corporation, prescribe such powers and duties forthem as may not be inconsistent with law, with the Articles of Incorporation orthe by-laws, fix their compensation and require from them security for faithfulservice. To select the outside auditors of the Corporation.

 

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Second—To conduct, manage and control theaffairs and business of the corporation and to make such rules andregulations therefor not inconsistent with law, or with the Articles ofIncorporation or the by-laws, as they may deem best.

 

Third—To change the principal executiveoffice and principal office for the transaction of the business of theCorporation from one location to another; to fix and locate from time to timeone or more subsidiary offices of the Corporation within or without the Stateof Nevada; to designate any place within or without the State of Nevada for theholding of any stockholders’ meeting or meetings; and to adopt, make and use acorporate seal, and to prescribe the forms of certificates of stock, and toalter the form of such seal and of such certificates from time to time, as intheir judgment they may deem best, provided such seal and such certificatesshall at all times comply with the provisions of law.

 

Fourth—To authorize the issue of shares ofstock of the Corporation from time to time, upon such terms as may be lawful.

 

Fifth—To borrow money and incur indebtednessfor the purposes of the Corporation, and to cause to be executed and deliveredtherefor, in the corporate name, promissory notes, bonds, debentures, deeds oftrust, mortgages, pledges, hypothecations or other evidences of debt andsecurities therefor.

 

Sixth—By resolution adopted by a majority ofthe authorized number of directors, to designate an executive and othercommittees, each consisting of two or more directors, to serve at the pleasureof the board, and to prescribe the manner in which proceedings of such committeeshall be conducted. Unless the Board of Directors shall otherwise prescribe themanner of proceedings of any such committee, meetings of such committee may beregularly scheduled in advance and may be called at any time by any two membersthereof; otherwise, the provisions of these by-laws with respect to notice andconduct of meetings of the board shall govern. Any such committee, to theextent provided in a resolution of the Board, may have all of the authority ofthe board, except with respect to:

 

(i)                                     the approval of any action for which statestatute or the articles of incorporation also require stockholder approval;

 

(ii)                                  the filing of vacancies of the Board or inany committee;

 

(iii)                               the fixing of compensation of the directorsfor serving on the Board or on any committee;

 

(iv)                              the adoption, amendment or repeal of by-laws;

 

(v)                                 the amendment or repeal of any resolution ofthe Board;

 

(vi)                              any distribution to the stockholders, exceptat a rate or in a periodic amount or within a price range determined by theBoard;

 

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(vii)                           the appointment of other committees of the Board or the membersthereof; and

 

(viii)                        the authorization of issuance of shares of stock of the Corporation orthe grant of options or other rights to purchase shares of stock of theCorporation.

 

Section 2—Number and Qualification of Directors:

 

The number of directors of the Corporationshall not be less than three (3) nor more than nine (9) until changedby amendment of the Articles of Incorporation or by a by-law amending this Section 2duly adopted by the vote or written consent of holders of a majority of theoutstanding shares entitled to vote. The exact number of directors shall befixed from time to time, within the limits specified in the Articles ofIncorporation or in this Section 2, by resolution adopted by a majority ofthe then authorized number of directors.

 

Section 3—Election and Term of Office:

 

The directors are hereby divided into threeclasses, each class to consist, as nearly as may be, of one-third of the numberof directors then constituting the whole Board. The term, of office of thefirst class of directors shall expire at the annual meeting of stockholdersheld in 1984. The term of office of the second class shall expire one yearthereafter and the term of office of the third class shall expire two yearsthereafter. At each succeeding annual meeting of stockholders, the directorselected shall be chosen for a full term of three years to succeed those whoseterms expire. The directors, who need not be stockholders, shall be elected ateach annual meeting by a plurality of votes cast at a meeting of stockholders,by the holders of shares of stock present in person or by proxy, entitled tovote in the election. Each director shall hold office until the next annualmeeting of stockholders at which his term expires, and until his successor iselected and qualified, or until his prior death, resignation or removal.

 

Section 4—Annual and Regular Meetings; Notice:

 

(a)                                  A regular annual meeting of the Board ofDirectors shall be held immediately following the annual meeting of thestockholders, at the place of such annual meeting of stockholders.

 

(b)                                 The Board of Directors, from time to time,may provide by resolution for the holding of other regular meetings of theBoard of Directors, and may fix the time and place thereof.

 

(c)                                  Notice of any regular meeting of the Board ofDirectors shall not be required to be given, and, if given, need not specifythe purpose of the meeting; provided, however, that in case the Board ofDirectors shall fix or change the time or place of any regular meeting, noticeof such action shall be given to each director who shall not have been presentat the meeting at which such change was made within the time limited, and inthe manner set forth in Paragraph (b) Section 5 of this Article III,with respect to special meetings, unless such notice shall be waived in themanner set forth in Paragraph (c) of such Section 5.

 

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Section 5—Special Meetings; Notice:

 

(a)                                  Special meetings of the Board of Directorsshall be held whenever called by the President, Chairman, Vice Chairman, or byone of the remaining directors, at such time and place as may be specified inthe respective notices or waivers of notice thereof.

 

(b)                                 Except as otherwise required by statute,notice of special meetings shall be mailed directly to each director, addressedto him at his residence or usual place of business at least four (4) days beforethe day on which the meeting is to be held, or shall be sent to him at suchplace by telegram, facsimile transmission, radio or cable, or shall bedelivered to him personally or given to him orally, not later than the daybefore the day on which the meeting is to be held. A notice, or waiver ofnotice, except as required by Section 9 of this Article III, need notspecify the purpose of the meeting.

 

(c)                                  Notice of any special meeting shall not berequired to be given to any director who shall attend such meeting withoutprotesting prior thereto or at its commencement, the lack of notice to him, orwho submits a signed waiver of notice, whether before or after the meeting.Notice of any adjourned meeting shall not be required to be given.

 

Section 6—Chairman:

 

At all meetings of the Board of Directors,the Chairman of the Board, if any and if present, shall preside. If there shallbe no Chairman, or he shall be absent, then the Vice Chairman shall preside,and in his absence, a Chairman chosen by the directors shall preside.

 

Section 7—Quorum and Adjournments:

 

(a)                                  At all meetings of the Board of Directors,the presence of a majority of the entire Board shall be necessary andsufficient to constitute a quorum for the transaction of business, except asotherwise provided by law, by the Articles of Incorporation, or by theseBy-Laws.

 

(b)                                 A majority of the directors present at thetime and place of any regular or special meeting, although less than a quorum,may adjourn the same from time to time without notice, until a quorum shall bepresent.

 

Section 8—Manner of Acting:

 

(a)                                  At all meetings of the Board of Directors,each director present shall have one vote, irrespective of the number of sharesof stock, if any, which he may hold.

 

(b)                                 Except as otherwise provided by statute, bythe Articles of Incorporation, or by these by-laws, the action of a majority ofthe directors present at any meeting at which a quorum is present shall be theact of the Board of Directors.

 

(c)                                  Unless otherwise required by the Articles ofIncorporation or statute, any action required or permitted to be taken at anymeeting of the Board of Directors or any Committee thereof

 

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may be taken without a meeting if a written consent thereto is signedby all the Members of the Board or Committee. Such written consent shall befiled with the minutes of the proceedings of the Board or Committee.

 

(d)                                 Unless otherwise prohibited by the Articlesof Incorporation or statute, members of the Board of Directors or of anyCommittee of the Board of Directors may participate in a meeting of such Boardor Committee by means of a conference telephone network or a similarcommunications method by which all persons participating in the meeting canhear each other. Such participation constitutes the presence of all of theparticipating persons at such meeting, and each person participating in themeeting shall sign the minutes thereof, which may be signed in counterparts.

 

Section 9—Vacancies:

 

Any vacancy in the Board of Directors,occurring by reason of an increase in the number of directors, or by reason ofthe death, resignation, disqualification, removal (unless a vacancy created bythe removal of a director by the stockholders shall be filled by the stockholdersat the meeting at which the removal was effected) or inability to act of anydirector, or otherwise, shall be filled for the unexpired portion of the termby a majority vote of the remaining directors, though less than a quorum, atany regular meeting or special meeting of the Board of Directors called forthat purpose.

 

Section 10—Resignation:

 

Any director may resign at any time by givingwritten notice to the Board of Directors, the President or the Secretary of theCorporation. Unless otherwise specified in such written notice, suchresignation shall take effect upon receipt thereof by the Board of Directors orby such officer, and the acceptance of such resignation shall not be necessaryto make it effective.

 

Section 11—Removal:

 

Any director may be removed with or withoutcause at any time by the affirmative vote of stockholders holding of record inthe aggregate at least two-thirds of the outstanding shares of stock of theCorporation at a special meeting of the stockholders called for that purpose,and may be removed for cause by action of the Board.

 

Section 12—Compensation:

 

Directors, and members of any committee ofthe board of directors, shall be entitled to such reasonable compensation fortheir services as directors, as members of any such committee or in any othercapacity as shall be fixed from time to time by resolution of the Board ofDirectors and shall also be entitled to reimbursement for any reasonableexpenses incurred in attending such meetings. The compensation of directors maybe on such basis as is determined by the resolution of the Board of Directors.Any director receiving compensation under these provisions shall not be barredfrom serving the Corporation in any other capacity and receiving reasonablecompensation for such other services.

 

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Section 13—Contracts:

 

(a)                                  No contract or other transaction between thisCorporation and one or more of its directors or officers, or between thisCorporation and any corporation, firm or association in which one or more ofthe directors or officers of this Corporation is a director or officer or isfinancially interested, shall be affected, impaired, invalidated or voidablesolely for this reason or solely because any such director or officer ispresent at the meeting of the Board of Directors or a committee thereof thatauthorizes or approves the contract or transaction, or because the vote of anycommon or interested director is counted for such purpose, if the circumstancesspecified in any of the following paragraphs exist:

 

(i)                                     The fact of the common directorship orfinancial interest is disclosed or known to the Board of Directors or committeeand noted in the minutes, and the Board or committee authorizes, approves orratifies the contract or transaction in good faith by a vote sufficient for thepurpose without counting the vote or votes of such director or directors; or

 

(ii)                                  The fact of the common directorship orfinancial interest is disclosed or known to the stockholders, and they approveor ratify the contract or transaction in good faith by a majority vote orwritten consent of stockholders holding a majority of the shares entitled tovote; or

 

(iii)                               The contract or transaction is fair as to theCorporation at the time it is authorized or approved.

 

(b)                                 Common or interested directors may be countedin determining the presence of a quorum at a meeting of the Board of Directorsor a committee thereof which authorizes, approves or ratifies a contract ortransaction, and if the votes of the common or interested directors are notcounted at such meeting, then a majority of the disinterested directors mayauthorize, approve or ratify a contract or transaction.

 

Section 14—Loans to Officers and Directors:

 

The Corporation may lend money to, orguarantee any obligation of, or otherwise assist any officer or other employeeof the Corporation or of any subsidiary of the Corporation, including anyofficer or employee who is a director of the Corporation or any subsidiary,whenever, in the judgment of the Board of Directors, such loan, guaranty orassistance may reasonably be expected to benefit the Corporation. Such loan,guaranty or other assistance may be with or without interest, and may beunsecured, or secured in such manner as the Board of Directors shall approve,including, without limitation, by a pledge of shares of the Corporation. Theauthority of the Board of Directors may be general or confined to specificinstances, and the Board of Directors may delegate to its Executive Committeethe power to grant, administer and determine the terms and condition of anyloan, guaranty or assistance to be made or given pursuant to a generalauthorization of tile Board of Directors.

 

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Section 15—Indemnification:

 

(a)                                  The Corporation shall, to the maximum extentpermitted by law, indemnify each person against expenses, judgments, fines,settlements and other amounts actually and reasonably incurred in connectionwith any proceeding arising by reason of the fact that such person has served,at any time after May 10, 1987, as an Agent of the Corporation, and may soindemnify any person in connection with any proceeding arising by reason of thefact that such person has served, at any time prior to May 11, 1987, as anAgent of the Corporation. For purposes of this Section, the term “Agent” shallinclude any person who is or was a director, officer, employee or other agentof the Corporation; the term “Corporation” shall include any predecessor of theCorporation and any constituent corporation (including any constituent of aconstituent) absorbed by the Corporation in a consolidation or merger; the term“other enterprise” shall include any corporation, partnership, joint venture,trust or employee benefit plan; service “at the request of the Corporation”shall include service as an Agent of the Corporation that imposes duties on, orinvolves services by, such Agent with respect to any other enterprise or anyemployee benefit plan, its participants or beneficiaries; any excise taxesassessed on a person with respect to an employee benefit plan shall be deemedto be indemnifiable expenses; and action by a person with respect to anyemployee benefit plan which such person reasonably believes to be in the interestof the participants and beneficiaries of such plan shall be deemed to be actionnot opposed to the best interests of the Corporation. Expenses incurred indefending any such action, suit or proceeding by any person who the Corporationis required to indemnify as set forth above shall be paid or reimbursed by theCorporation promptly upon receipt by it of an undertaking of such person torepay such expenses if it should ultimately be determined that such person wasnot entitled to be indemnified by the Corporation. The rights provided to anyperson by this Section shall be enforceable against the Corporation bysuch person who shall be presumed to have relied upon it in serving orcontinuing to serve as an Agent of the Corporation as defined above. No amendmentof this Section shall impair the rights of any person arising at any timewith respect to events occurring prior to such amendment. The indemnificationand advancement of expenses provided by, or granted pursuant to, this Section shall,unless otherwise provided when authorized or ratified, continue as to a personwho has ceased to be an Agent of the Corporation and shall inure to the benefitof the heirs, executors and administrators of such a person.

 

(b)                                 The provisions of this Article shall bedeemed to be a contract between the Corporation and each such person who servesin any such capacity at any time while this Article and the relevantprovisions of the Nevada General Corporation Law or other applicable laws, ifany, are in effect, and any repeal or modification of any such laws or of this Article shallnot affect any rights or obligations then existing with respect to any state offacts then or theretofore existing or any action, suit or proceedingtheretofore or thereafter brought or threatened based in whole or in part uponany such state of facts. The Corporation shall also enter into such expressagreements as the Board of Directors deems appropriate for the indemnificationof present or future Agents of the Corporation, consistent with the Corporation’sArticles of Incorporation, these by-laws and applicable law.

 

Section 16—Insurance:

 

Upon a determination of the Board ofDirectors to purchase liability insurance, this Corporation shall purchase andmaintain insurance on behalf of each Agent identified by the Board

 

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against any liability asserted against or incurred by the Agent in suchcapacity or arising out of the Agent’s status as such whether or not thisCorporation would have the power to indemnify the Agent against such liabilityunder the provisions of section 15.

 

Section 17—Transfer Agents and Registrars:

 

The Board of Directors may appoint one ormore transfer agents or transfer clerks, and one or more registrars, eitherdomestic or foreign, who shall be appointed at such times and places as therequirements of the Corporation may necessitate and the Board of Directors maydesignate.

 

ARTICLE IV—OFFICERS

 

Section 1—Number, Qualifications, Election and Term of Office:

 

(a)                                  The officers of the Corporation shall consistof a President, Secretary, Treasurer and such other officers, including aChairman of the Board of Directors, a Vice Chairman of the Board of Directorsand one or more Vice Presidents, as the Board of Directors may from time totime deem advisable. Any officer other than the Chairman or Vice Chairman ofthe Board of Directors may be, but is not required to be, a director of theCorporation. Any two or more offices may be held by the same person.

 

(b)                                 The officers of the Corporation shall beelected by the Board of Directors at the regular annual meeting of the Boardfollowing the annual meeting of stockholders.

 

(c)                                  Each officer shall hold office until theannual meeting of the Board of Directors next succeeding his election, anduntil his successor shall have been elected and qualified, or until his death,resignation or removal.

 

Section 2—Resignation:

 

Any officer may resign at any time by givingwritten notice of such resignation to the Board of Directors, or to the Presidentor the Secretary of the Corporation. Unless otherwise specified in such writtennotice, such resignation shall take effect upon receipt thereof by the Board ofDirectors or by such officer, and the acceptance of such resignation shall notbe necessary to make it effective.

 

Section 3—Removal:

 

Any officer may be removed, either with orwithout cause, and a successor elected by a majority vote of the Board ofDirectors at any time.

 

Section 4—Vacancies:

 

A vacancy in any office by reason of death, resignation,inability to act, disqualification, or any other cause, may at any time befilled for the unexpired portion of the term by a majority vote of the Board ofDirectors.

 

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Section 5—Duties of Officers:

 

(a)                                  Chairman of the Board. The Chairman of theBoard shall, when present, preside at all meetings of the stockholders and ofthe Board of Directors, and shall have such other powers and duties as may bedelegated to him by the Board of Directors. He may from time to time, with theapproval of a majority of the Board, delegate to the Vice Chairman of theBoard, if any, or the President, the duties of presiding at meetings ofstockholders and of the Board of Directors.

 

(b)                                 Vice Chairman of the Board. In the absence orthe incapacity of the Chairman of the Board, the Vice Chairman of the Boardshall preside at all meetings of the stockholders and of the Board ofDirectors, but shall not have any other duties or powers of the Chairman of theBoard with respect to supervision or control of the business or other officersof the Corporation, except insofar as such duties or powers may be expresslydelegated to him by the Chairman of the Board or the Board of Directors.

 

(c)                                  President. The President shall be the chiefexecutive officer of the Corporation. In the absence or incapacity of theChairman of the Board and subject to the duties and powers granted the ViceChairman of the Board, he shall perform all the duties and functions and shallhave all the powers of the Chairman of the Board. The President shall have thepower to execute certificates for shares of Common Stock and other documents asis normally accorded the President and chief executive officer of a Corporationunder Nevada and other applicable law. He shall have general supervision overthe business affairs and other officers of the Corporation and shall performsuch other duties as may be prescribed by the Board of Directors from time totime.

 

(d)                                 Vice President. In the absence or disabilityof the President, the Vice Presidents in order of their rank as fixed by theBoard of Directors or, if not ranked, the Vice President designated by theBoard of Directors, shall perform all the duties of the President, and when soacting shall have all the powers of, and be subject to all the restrictionsupon, the President. The Vice Presidents shall have such other powers andperform such other duties as from time to time may be prescribed for themrespectively by the Board of Directors or the by-laws.

 

(e)                                  Secretary. The Secretary shall record orcause to be recorded, and shall keep or cause to be kept, at the principalexecutive office and such other place as the Board of Directors may order, abook of minutes of actions taken at all meetings of directors and stockholders,with the time and place of holding, whether regular or special, and, ifspecial, how authorized, the notice thereof given, the names of those presentat directors’ meetings, the number of shares present or represented atstockholders’ meetings, and the proceedings thereof.

 

The Secretary shall keep, or cause to bekept, at the principal executive office or at the office of the Corporation’stransfer agent, a share register, or a duplicate share register, showing thenames of the stockholders and their addresses, the number and classes of sharesheld by each, the number and date of certificates issued for the same, and thenumber and date of cancellation of every certificate surrendered forcancellation.

 

The Secretary shall give, or cause to begiven, notice of all the meetings of the stockholders and of the Board ofDirectors required by the by-laws or by law to be given, and shall keep theseal

 

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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 orby the by-laws.

 

(f)                                    Treasurer. The Treasurer shall be the chieffinancial officer of the Corporation and shall keep and maintain, or cause tobe kept and maintained, adequate and correct accounts of the properties andbusiness transactions of the Corporation, including accounts of its assets,liabilities, receipts, disbursements, gains, losses, capital, surplus andshares. The books of account shall at all reasonable times be open toinspection by any director.

 

The Treasurer shall deposit, or cause to bedeposited, all monies and other valuables in the name and to the credit of theCorporation with such depositories as may be designated by the Board ofDirectors. He shall disburse the funds of the Corporation as may be ordered bythe Board of Directors, shall render to the Chairman of the Board, thePresident and the Board of Directors, whenever they request it, an account ofall of his transactions as chief financial officer and of the financialcondition of the Corporation, and shall have such other powers and perform suchother duties as may be prescribed by the Board of Directors or by the by-laws.

 

Section 6—Salaries:

 

The salaries for the principal officers ofthe Corporation shall be fixed, from time to time, by the Board of Directors.No officer shall be disqualified from receiving a salary by reason of his alsobeing a director of the corporation.

 

Section 7—Sureties and Bonds:

 

In case the Board of Directors shall sorequire, any officer, employee or agent of the Corporation shall execute to theCorporation a bond in such sum, and with such surety or sureties as the Boardof Directors may direct, conditioned upon the faithful performance of his dutiesto the Corporation, including responsibility for negligence and for theaccounting for all property, funds or securities of the Corporation which maycome into his hands.

 

Section 8—Shares of Stock of Other Corporations:

 

Whenever the Corporation is the holder ofshares of stock of any other corporation, any right or power of the Corporationas such stockholder (including the attendance, acting and voting atstockholders’ meetings and execution of waivers, consents, proxies or otherinstruments) may be exercised on behalf of the Corporation by the President,any Vice President, or such other person as the Board of Directors mayauthorize.

 

ARTICLE V—SHARES OF STOCK

 

Section 1—Certificates of Stock:

 

(a)                                  The certificates representing shares of theCorporation’s stock shall be in such form as shall be adopted by the Board ofDirectors, and shall be numbered and registered in the order issued. They shallbear the holder’s name and the number of shares of stock and shall be signed by

 

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(i) the Chairman of the Board or the President or a VicePresident, and (ii) the Secretary or Treasurer, or any Assistant Secretaryor Assistant Treasurer, and shall bear the corporate seal. All of suchsignatures may be facsimiles.

 

(b)                                 No certificate representing shares of stockshall be issued until the full amount of consideration therefor has been paid,except as otherwise permitted by law.

 

(c)                                  To the extent permitted by law, the Board ofDirectors may authorize the issuance of certificates for fractions of a shareof stock which shall entitle the holder to exercise voting rights, receivedividends and participate in liquidating distributions, in proportion to thefractional holdings; or it may authorize the payment in cash of the fair valueof fractions of a share of stock as of the time when those entitled to receivesuch fractions are determined; or it may authorize the issuance, subject tosuch conditions as may be permitted by law, of scrip in registered or bearer formover the signature of an officer or agent of the Corporation, exchangeable astherein provided for full shares of stock, but such scrip shall not entitle theholder to any rights of a stockholder, except as therein provided.

 

Section 2—Lost or Destroyed Certificates:

 

The holder of any certificate representingshares of stock of the Corporation shall immediately notify the Corporation ofany loss or destruction of the certificate representing the same. TheCorporation may issue a new certificate in the place of any certificatetheretofore issued by it, alleged to have been lost or destroyed. On productionof such evidence of loss or destruction as the Board of Directors in itsdiscretion may require, the Board of Directors may, in its discretion, requirethe owner of the lost or destroyed certificate, or his legal representatives,to give the Corporation a bond in such sum as the Board may direct, and withsuch surety or sureties as may be satisfactory to the Board, to indemnify theCorporation against any claims, loss, liability or damage it may suffer onaccount of the issuance of the new certificate. A new certificate may be issuedwithout requiring any such evidence or bond when, in the judgment of the Boardof Directors, it is proper so to do.

 

Section 3—Transfers of Shares:

 

(a)                                  Transfers of shares of stock of theCorporation shall be made on the stock ledger of the Corporation only by theholder of record thereof, in person or by his duly authorized attorney, uponsurrender for cancellation of the certificate or certificates representing suchshares of stock with an assignment or power of transfer endorsed thereon ordelivered therewith, duly executed, with such proof of title authenticity ofthe signature and of authority to transfer and of payment of taxes as theCorporation or its agents may require.

 

(b)                                 The Corporation shall be entitled to treatthe holder of record of any share or shares of stock as the absolute ownerthereof for all purposes and, accordingly, shall not be bound to recognize anylegal, equitable or other claim to, or interest in, such share or shares ofstock on the part of any other person, whether or not it shall have express orother notice thereof, except as otherwise expressly provided by law.

 

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Section 4—Record Date:

 

In lieu of closing the stock ledger of theCorporation, the Board of Directors may fix, in advance, a date not exceedingsixty (60) days, nor less than ten (10) days, as the record date for thedetermination of stockholders entitled to receive notice of, or to vote at, anymeeting of stockholders, or to consent to any proposal without a meeting, orfor the purpose of determining stockholders entitled to receive payment of anydividends, or allotment of any rights, or for the purpose of any other action.If no record date is fixed, the record date for the determination ofstockholders entitled to notice of or to vote at a meeting of stockholdersshall be at the close of business on the day next preceding the day on whichnotice is given, or, if no notice is given, the day preceding the day on whichthe meeting is held; the record date for determining stockholders for any otherpurpose shall be at the close of business on the day on which the resolution ofthe directors relating thereto is adopted. When a determination of stockholdersof record entitled to notice of or to vote at any meeting of stockholders hasbeen made as provided for herein, such determination shall apply to anyadjournment thereof, unless the directors fix a new record date for theadjourned meeting.

 

Section 5—Shareholders of Record:

 

Voting by stockholders shall in all cases besubject to the following provisions:

 

(a)                                  Subject to clause (g) of this Section 5,shares held by an administrator, executor, guardian, conservator or custodianmay be voted by such holder either in person or by proxy, without a transfer ofsuch shares into the holder’s name; and shares standing in the name of atrustee may be voted by the trustee, either in person or by proxy, but notrustee shall be entitled to vote shares held by such trustee without atransfer of such shares into the trustee’s name.

 

(b)                                 Shares standing in the name of a receiver maybe voted by such receiver; and shares held by or under the control of a receivermay be voted by such receiver without the transfer thereof into the receiver’sname if authority to do so is contained in the order of the court by which suchreceiver was appointed.

 

(c)                                  Subject to the provisions of applicable law,and except where otherwise agreed in writing between the parties, a stockholderwhose shares are pledged shall be entitled to vote such shares until the shareshave been transferred into the name of the pledgee, and thereafter the pledgeeshall be entitled to vote the shares so transferred.

 

(d)                                 Shares standing in the name of a minor may bevoted and the Corporation may treat all rights incident thereto as exercisableby the minor, in person or by proxy, whether or not the Corporation has notice,actual or constructive, of the non-age, unless a guardian of the minor’sproperty has been appointed and written notice of such appointment given to theCorporation.

 

(e)                                  Shares standing in the name of anothercorporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the by-laws of such other corporation may prescribe or, in theabsence of such provision, as the board of directors of such other corporationmay determine or, in the absence of such determination, by the chairman of theboard, president or any vice president of such other corporation, or by anyother person authorized to do so by the board,

 

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president or any vice president of such other corporation. Shares whichare purported to be voted or any proxy purported to be executed in the name ofa corporation (whether or not any title of the person signing is indicated),shall be presumed to be voted or the proxy executed in accordance with theprovisions of this subdivision, unless the contrary is shown.

 

(f)                                    Shares of the Corporation owned by anysubsidiary shall not be entitled to vote on any matter.

 

(g)                                 Shares held by the Corporation in a fiduciarycapacity, and shares of the Corporation held in a fiduciary capacity by anysubsidiary, shall not be entitled to vote on any matter, except to the extentthat the settlor or beneficial owner possesses and exercises a right to vote orto give the corporation binding instructions as to how to vote such shares.

 

(h)                                 If shares stand of record in the names of twoor more persons, whether fiduciaries, members of a partnership, joint tenants,tenants in common, husband and wife as community property, tenants by theentirety, voting trustees, persons entitled to vote under a stockholder votingagreement or otherwise, or if two or more persons (including proxy holders)have the same fiduciary relationship respecting the same shares, unless theSecretary of the Corporation is given written notice to the contrary and isfurnished with a copy of the instrument or order appointment them or creatingthe relationship wherein it is so provided, their acts with respect to votingshall have the following effect:

 

(i)                                     If only one vote, such act binds all;

 

(ii)                                  If more than one vote, the act of themajority so voting binds all;

 

(iii)                               If more than one vote, but the vote is evenlysplit on any particular matter, each faction may vote the securities inquestion proportionately. If the instrument so filed or the registration of theshares shows that any such tenancy is held in unequal interests, a majority oreven split for the purpose of this section shall be a majority or evensplit in interest.

 

ARTICLE VI—MISCELLANEOUS

 

Section 1—Checks,Drafts, Etc.:

 

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 such person orpersons and in such manner as, from time to time, shall be determined byresolution of the Board of Directors.

 

Section 2—Contracts,Etc., How Executed:

 

The Board of Directors, except as in theby-laws otherwise provided, 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

 

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have any power or authority to bind the Corporation by any contract orengagement or to pledge its credit or to render it liable for any purpose offor any amount. Subject to the provisions of applicable law, any note,mortgage, evidence of indebtedness, contract, share certificate, conveyance, orother instrument in writing and any assignment or endorsements thereof executedor entered into between this Corporation and any other person, when signed bythe Chairman of the Board, the President or any Vice President, and theSecretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer ofthis Corporation shall be valid and binding on this Corporation in the absenceof actual knowledge on the part of the other person that the signing officershad not authority to execute the same.

 

Section 3—Seal:

 

The Corporation shall adopt and use acorporate seal consisting of a circle setting forth on its circumference thename of the Corporation and showing the state of incorporation.

 

Section 4—FiscalYear:

 

The fiscal year of the Corporation shall be fixedby resolution of the Board of Directors.

 

Section 5—Loans:

 

No loans shall be contracted on behalf of theCorporation and no evidences of indebtedness shall be issued in its name unlessauthorized by a resolution of the Board of Directors; such authority may begeneral or confined to specific instances.

 

Section 6—Deposits:

 

The Board of Directors shall select banks,trust companies or other depositories in which all funds of the Corporation nototherwise employed shall, from time to time, be deposited to the credit of theCorporation.

 

Section 7—Dividends:

 

Subject to applicable law, dividends may bedeclared and paid out of any funds available therefor, as often, in suchamounts, and at such time or times as the Board of Directors may determine.

 

Section 8—Constructionand Definitions:

 

Unless the context otherwise requires, thegeneral provisions, rules of construction and definitions contained in thelaws of the State of Nevada shall govern the construction of these by-laws.Without limiting the generality of the foregoing, the masculine gender includesthe feminine and neuter, the singular number includes the plural and the pluralnumber includes the singular, and the term “person” includes a corporation aswell as a natural person.

 

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ARTICLE VII—AMENDMENTS

 

Section 1—ByStockholders:

 

All by-laws of the Corporation shall besubject to alteration or repeal, and new by-laws may be made, by theaffirmative vote of stockholders holding of record in the aggregate at least 80percent of the outstanding shares of stock entitled to vote in the election ofdirectors at any annual or special meeting of stockholders, provided that thenotice or waiver of notice of such meeting shall have summarized or set forthin full therein, the proposed amendment.

 

Section 2—ByDirectors:

 

The Board of Directors shall have power tomake, adopt, alter, amend and repeal, from time to time, by-laws of theCorporation; provided, however, that the stockholders entitled to vote withrespect thereto as in this Article VII above-provided may alter, amend orrepeal by-laws made by the Board of Directors; and further provided, that theBoard of Directors shall have no power to change the quorum for meetings ofstockholders or of the Board of Directors, or to change any provisions of theby-laws with respect to the removal of directors or the filling of vacancies inthe Board resulting from the removal by the stockholders. If any by-lawregulating an impending election of directors is adopted, amended or repealedby the Board of Directors, there shall be set forth in the notice of the nextmeeting of stockholders for the election of directors, the by-law so adopted,amended or repealed, together with a concise statement of the changes made.

 

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