**Exhibit 3.2.30**

 

**BY - LAWS**

 

**ARTICLE I**

 

**OFFICES**

 

Section 1.                                            Theregistered office shall be c/o **Equinox Fitness San Mateo,Inc.**at: 895 Broadway, New York, New York 10003.

 

Section 2.                                            Thecorporation may also have offices at such other places both within and withoutthe State of California as the board of directors may from time to timedetermine or the business of the corporation may require.

 

**ARTICLE II**

 

MEETING OF STOCKHOLDERS

 

Section 1.                                            Allmeetings of the stockholders for the election of director shall be held in theCity of New York, at such place as may be fixed from time to time by the boardof directors, or at such other place either within or without the State ofCalifornia as shall be designated from time to time by the board of directorsas stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such timeand place, within or without the State of California, as shall be stated in thenotice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.                                            Annualmeetings of stockholders, commencing with the year 2004, shall be held on thesecond Tuesday in the fifth month following the completion of the Corporation’sfiscal year, and if said date is a legal holiday, then on the next business dayfollowing, at 10:00 A.M., or at such other date and time as shall be designatedfrom time to time by the board of directors and stated in the notice of themeeting, at which they shall elect by a plurality vote a board of directors,and transact such other business as may properly be brought before the meeting.

 

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Section 3.                                            Writtennotice of the annual meeting stating the place, date and hour of the meetingshall be given to each stockholder entitled to vote at such meeting not lessthan ten nor more than fifty days before the date of the meeting.

 

Section 4.                                            The officerwho has charge of the stock ledger of the corporation shall prepare and make,at least ten days before every meeting of stockholders, a complete list of thestockholders entitled to vote at the meeting, arranged in alphabetical order,and showing the address of each stockholder and the number of shares registeredin the name of each stockholder.  Suchlist shall be open to the examination of any stockholder, for any purposegermane to the meeting, during ordinary business hours, for a period of atleast ten days prior to the meeting, either at a place within the city wherethe meeting is to be held, which place shall be specified in the notice of themeeting, or, if not so specified, at the place where the meeting is to beheld.  The list shall also be producedand kept at the time and place of the meeting during the whole time thereof,and may be inspected by any stockholder who is present.  If the right to vote at any meeting inschallenged, the inspectors of election, or person presiding thereat, shallrequire such list of shareholders to be produced as evidence of the right ofthe persons challenged to vote at such meeting, and all persons who appear fromsuch list to be shareholders entitled to vote thereat may vote at such meeting.

 

Section 5.                                            Theelection of directors and any other vote by ballot at any meeting of theshareholders shall be supervised by at least two inspectors if requested by ashareholder present in person or represented by proxy and entitled to vote atsuch meeting.  Such inspectors may beappointed by the presiding officer before or at the meeting; or if one or bothinspectors so appointed shall refuse to serve or shall not be present, suchappointment shall be made by the officer presiding at the meeting.

 

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Section 6.                                            Specialmeetings of the stockholders, for any purpose or purposes, unless otherwiseprescribed by statute or by the president, shall be called by the president,or  at the request in writing of amajority of the board of directors, or at the request in writing ofstockholders owning a majority in amount of the entire capital stock of thecorporation issued and outstanding and entitled to vote.  Such request shall state the purpose orpurposes of the proposed meeting.

 

Section 7.                                            Writtennotice of a special meeting stating the place, date and hour of the meeting andthe purpose or purposes for which the meeting is called, shall be given notless than ten nor more than sixty days before the date of the meeting, to eachstockholder entitled to vote at such meeting.

 

Section 8.                                            Businesstransacted at any special meeting of stockholders shall be limited to thepurposes stated in the notice.

 

Section 9.                                            The holdersof a majority of the stock issued and outstanding and entitled to vote thereat,present in person or represented by proxy, shall constitute a quorum at allmeetings of the stockholders for the transaction of business except asotherwise provided by statute or by the certificate of incorporation.  If, however, such quorum shall not be presentor represented at any meeting of the stockholders, the stockholders entitled tovote thereat, present in person or represented by proxy, shall have the powerto adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present orrepresented.  At such adjourned meetingat which a quorum shall be present or represented any business may betransacted which might have been transacted at the meeting as originallynoticed.  If the adjournment is for morethan thirty days, or if after the adjournment a new record date is fixed forthe adjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.

 

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Section 10.                                      When a quorum ispresent at any meeting the vote of the holders of a majority of the stockhaving voting power present in person or represented by proxy shall decide anyquestion brought before such meeting, unless the question is one upon which byexpress provision of the California General Corporation Law or of thecertificate of incorporation a different vote is required, in which case such expressprovision shall govern and control the decision of such question.

 

Section 11.                                      Unless otherwiseprovided in the certificate of incorporation, each stockholder shall at everymeeting of the stockholders be entitled to one vote in person or by proxy foreach share of the capital stock having voting power held by such stockholder,but no proxy shall be voted on after eleven (11) months from its date, unlessthe proxy provides for a longer period.

 

At all elections of directors of the corporation each stockholderhaving voting power shall be entitled to exercise the right of cumulativevoting as provided in the certificate of incorporation.

 

Section 12.                                      Unless otherwiseprovided in the certificate of incorporation, any action required to be takenat any annual or special meeting of stockholders of the corporation, or anyaction which may be taken at any annual or special meeting of suchstockholders, may be taken without a meeting, without prior notice and withouta vote, if a consent in writing, setting forth the action so taken, shall besigned by the holders of outstanding stock having not less than the minimumnumber of votes that would be necessary to authorize or take such action at ameeting at which all shares entitled to vote thereon were present andvoted.  Prompt notice of the taking ofthe corporate action without a meeting by less than unanimous written consentshall be given to those stockholders who have not consented in writing.

 

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Section 13.                                      The President,or, in his/her absence, a Vice President, shall preside at meetings of theshareholders.  The Secretary shall act assecretary of the meeting or, in his/her absence, a Assistant Secretary, shallact, or if neither is present, then the presiding officer may appoint a personto act as secretary of the meeting.

 

Section 14.                                      Except asotherwise provided by these by-laws or any resolutions adopted by theshareholder or Board of Directors, the order of business and all other matersof procedure at every meeting of shareholders shall be determined by thepresiding officer.  Not less than 15minutes following the presentation of any resolution to any meeting ofshareholder, the presiding officer may announce that further discussion on suchresolution shall be limited to not more than three persons who favor and notmore than three persons who oppose such resolution, each of whom shall bedesignated by the presiding officer and shall thereupon be entitled to speakthereon for not more than five minutes.  Aftersuch persons, or such a lesser number thereof as shall advise the presidingofficer of their desire so to speak, shall have spoken on such resolution, thepresiding officer may direct a vote on such resolution without furtherdiscussion thereon at the meeting.

 

**ARTICLE III**

 

**DIRECTORS**

 

Section 1.                                            The numberof directors constituting the entire board shall be fixed from time to time bythe Board of Directors and shall not be less than three, except that where allthe shares of a Corporation are owned beneficially and of record by less thanthree shareholders, the number of directors may be less than three but not lessthan the number of shareholders.  Thedirectors shall be elected at the annual meeting of the stockholders, except asprovided in Section 

 

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2 of this Article, and each director elected shall hold office untilhis successor is elected and qualified; provided, that a Director may resign asstated herein.  Directors need not bestockholders.

 

Section 2.                                            Anydirector may resign his office at any time by delivering his resignation inwriting to the President or the Secretary. It will take effect at the time specified therein or, if no time isspecified, it sill be effective at the time of its receipt by theCorporation.  The acceptance of aresignation shall not be necessary to make it effective, unless expressly soprovided in the resignation.

 

Section 3.                                            Vacanciesand newly created directorships resulting from any increase in the authorizednumber of directors may be filled by a majority of the directors then inoffice, though less than a quorum, or by a sole remaining director, and thedirectors so chosen shall hold office until the next annual election and untiltheir successors are duly elected and shall qualify, unless soonerdisplaced.  If there are no directors inoffice, then an election of directors may be held in the manner provided by theCalifornia General Corporation Law.  If,at the time of filling any vacancy or any newly created directorship, thedirectors then in office shall constitute less than a majority of the wholeboard (as constituted immediately prior to any such increase), the Court ofChancery may, upon application of any stockholder or stockholders holding atleast ten percent of the total number of the shares at the time outstandinghaving the right to vote for such directors, summarily order an election to beheld to fill any such vacancies or newly created directorship, or to replacethe directors chosen by the directors then in office.

 

Section 4.                                            Thebusiness of the corporation shall be managed by or under the direction of itsboard of directors which may exercise all such powers of the corporation and doall such lawful acts and things as are not by the California GeneralCorporation Law or by the certificate

 

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of incorporation or by these by-laws directed or required to beexercised or done by the stockholders.

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 5.                                            The board ofdirectors of the corporation may hold meetings, both regular and special,either within or without the State of California.

 

Section 6.                                            The firstmeeting of each newly elected board of directors shall be held at such time andplace as shall be fixed by the vote of the stockholders at the annual meetingand no notice of such meeting shall be necessary to the newly elected directorsin order legally to constitute the meeting, provided a quorum shall bepresent.  In the event of the failure ofthe stockholders to fix the time or place of such first meeting of the newlyelected board of directors, or in the event such meeting is not held at thetime and place so fixed by the stockholders, the meeting may be held at suchtime and place as shall be specified in a notice given as hereinafter providedfor special meetings of the board of directors, or as shall be specified in awritten waiver signed by all of the directors.

 

Section 7.                                            Regularmeetings of the board of directors may be held without notice at such time andat such place as shall from time to time be determined by the board.

 

Section 8.                                            Specialmeetings of the board may be called by the president on one day’s notice toeach director, either personally or by mail or by telegram or by electronicmail; special meetings shall be called by the president or secretary in likemanner and on like notice on the written request of two directors unless theboard consists of only one director; in which case special meetings shall becalled by the president or secretary in like manner and on like notice on thewritten request of the sole director.

 

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Section 9.                                            At allmeetings of the board a majority of the directors shall constitute a quorum forthe transaction of business and the act of a majority of the directors presentat any meeting at which there is a quorum shall be the act of the board ofdirectors, except as may be otherwise specifically provided by the CaliforniaGeneral Corporation Law or by the certificate of incorporation.  If a quorum shall not be present at anymeeting of the board of directors the directors present thereat may adjourn themeeting from time to time, without notice other than announcement at the meeting,until a quorum shall be present.

 

Section 10.                                      The President,or, in his/her absence, a Vice President, shall preside at meetings of theboard of directors.  The Secretary shallact as secretary of the meeting or, in his/her absence, a Assistant Secretary,shall act, or if neither is present, then the presiding officer may appoint aperson to act as secretary of the meeting.

 

Section 11.                                      Unless otherwiserestricted by the certificate of incorporation or these by-laws, any actionrequired or permitted to be taken at any meeting of the board of directors orof any committee thereof may be taken without a meeting, if all members of theboard or committee, as the case may be, consent thereto in writing, and thewriting or writings are filed with the minutes of proceedings of the board orcommittee.

 

Section 12.                                      Unless otherwiserestricted by the certificate of incorporation or these by-laws, members of theboard of directors or any committee designated by the board of directors, mayparticipate in a meeting of the board of directors or any committee, by meansof conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and suchparticipation in a meeting shall constitute presence in person at the meeting.

 

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COMMITTEES OF DIRECTORS

 

Section 13.                                      The board ofdirectors may, by resolution passed by a majority of the whole board, designateone or more committees, each committee to consist of three or more of thedirectors of the corporation.  The boardmay designate one or more directors as alternate members of any committee, whomay replace any absent or disqualified member at any meeting of the committee.

 

In the absence or disqualification of a member of a committee, themember or members thereof present at any meeting and not disqualified fromvoting, whether or not he or they constitute a quorum, may unanimously appointanother member of the board of directors to act at the meeting in the place ofany such absent or disqualified member.

 

Any such committee, to the extent provided in the resolution of theboard of directors, shall have and may exercise all the powers and authority ofthe board of directors in the management of the business and affairs of thecorporation, and may authorize the seal of the corporation to be affixed to allpapers which may require it; but no such committee shall have the power orauthority in reference to:

 

(i) The submission to shareholders of any action that needsshareholders’ approval under this chapter;

 

(ii)  The filling of vacancies inthe board of directors or in any committee;

 

(iii)  The fixing of compensationof the directors for serving on the board or any committee;

 

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

 

(v)  The amendment or repeal ofany resolution of the board which by its terms shall not be so amendable orrepealable.

 

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Such committee or committees shall have such name or names as may bedetermined from time to time by resolution adopted by the board of directors.

 

Section 14.                                      Each committeeshall keep regular minutes of its meetings and report the same to the board ofdirectors when required.

 

COMPENSATION OF DIRECTORS

 

Section 15.                                      Unless otherwiserestricted by the certificate of incorporation or these by-laws, the board ofdirectors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, ifany, of attendance at each meeting of the board of directors and may be paid afixed sum for attendance at each meeting of the board of directors or a statedsalary as director.  No such paymentshall preclude any director from serving the corporation in any other capacityand receiving compensation therefor. Members of committees may be allowed like compensation for attendingcommittee meetings.

 

REMOVAL OF DIRECTORS

 

Section 16.                                      Any director maybe removed with or without cause at any time by the affirmative vote ofshareholders holding of record in the aggregate at least a majority of thevotes cast at a meeting of the shareholders by the holders of shares present inperson or represented by proxy entitled to vote at a special meeting of theshareholders called for that purpose.

 

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**ARTICLE IV**

 

**NOTICES**

 

Section 1.                                            Whenever,under the provisions of California Business Corporation Law or of thecertificate of incorporation or of these by-laws, notice is required to begiven to any director or stockholder, it shall not be construed to meanpersonal notice, but such notice may be given in writing, by mail, addressed tosuch director or stockholder, at his address as it appears on the records ofthe corporation, with postage thereon prepaid, and such notice shall be deemedto be given at the time when the same shall be deposited in the United Statesmail.  Notice to directors may also begiven by telegram or electronic mail.

 

**ARTICLE V**

 

**OFFICERS**

 

Section 1.                                            Theofficers of the corporation shall be chosen by the board of directors and shallbe a president, a vice-president, a secretary and a treasurer.  The board of directors may also chooseadditional vice-presidents, and one or more assistant secretaries and assistanttreasurers.  Any number of offices may beheld by the same person, unless the certificate of incorporation or theseby-laws otherwise provide; provided, that the offices of President andSecretary shall be held by different persons. The board of directors may also elect a chairman of the board who shallhave such duties as shall be assigned to him by the board of directors.

 

Section 2.                                            The boardof directors at its first meeting after each annual meeting of stockholdersshall choose a president, one or more vice-presidents, a secretary and atreasurer.

 

Section 3.                                            The boardof directors may appoint such other officers and agents as it shall deemnecessary who shall hold their offices for such terms and shall exercise suchpowers and perform such duties as shall be determined from time to time by theboard.  The board of directors mayrequire any officer to give security for the faithful performance of hisduties.

 

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Section 4.                                            Thesalaries of all officers and agents of the corporation shall be fixed by the boardof directors.

 

Section 5.                                            Theofficers of the corporation shall hold office until their successors are chosenand qualify.  Any officer elected orappointed by the board of directors may be removed at any time by theaffirmative vote of a majority of the board of directors.  Any vacancy occurring in any office of thecorporation shall be filled for the unexpired portion of the term by the boardof directors.  Any officer may resign hisoffice at any time.  Such resignationshall be made in writing and shall take effect at the time specified thereinor, if no time be specified, at the time of its receipt by theCorporation.  The acceptance of aresignation shall not be necessary to make it effective, unless expressly soprovided in the resignation.

 

THE PRESIDENT

 

Section 6.                                            Thepresident shall be the chief executive officer of the corporation, shallpreside at all meetings of the stockholders and the board of directors and,subject to the control of the board of directors, shall supervise and controlall business and affairs of the Corporation, shall have general and activemanagement of the business of the corporation and shall see that all orders andresolutions of the board of directors are carried into effect.  He shall when present preside at all meetingsof the shareholders and the board of directors.

 

Section 7.                                            He shallexecute bonds, mortgages and other contracts requiring a seal, under the sealof the corporation, except where required or permitted by law to be otherwisesigned and executed and except where the signing and execution thereof shall beexpressly delegated by the board of directors to some other officer or agent ofthe corporation.

 

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THE VICE-PRESIDENTS

 

Section 8.                                            Each VicePresident, if any, shall have such powers and perform such duties as may bedetermined by the President and assigned to him by the President.  In the absence of the president or in theevent of his inability or refusal to act, the vice-president (or in the event therebe more than one vice-president, the vice-presidents in the order designated bythe directors, or in the absence of any designation, then in the order of theirelection) shall perform the duties of the president, and when so acting, shallhave all the powers of and be subject to all the restrictions upon thepresident.  The vice-presidents shallperform such other duties and have such other powers as the board of directorsmay from time to time prescribe.

 

THE SECRETARY AND ASSISTANT SECRETARY

 

Section 9.                                            Thesecretary shall attend all meetings of the board of directors and all meetingsof the stockholders and record all proceedings of the meetings of thecorporation and of the board of directors in a minute book to be kept for thatpurpose and shall perform like duties for the committees when required.  The secretary shall give, or cause to begiven, notice of all meetings of the stockholders and special meetings of theboard of directors, and shall perform such other duties as may be prescribed bythe board of directors or president, under whose supervision he shall be.  The secretary shall have custody of the sealof the corporation and he, or an assistant secretary, shall have authority toaffix the same to any instrument and when so affixed, it may be attested by hissignature or by the signature of such assistant secretary.  The board of directors may give generalauthority to any other officer to affix the seal of the corporation and toattest the affixing by his signature. The secretary shall keep a register of the post office address of eachshareholder which shall be furnished to the secretary by such shareholder andshall have general charge of stock transfer books of the Corporation.

 

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Section 10.                                      The assistantsecretary, or if there be more than one, the assistant secretaries in the orderdetermined by the board of directors (or if there be no such determination,then in the order of their election) shall, in the absence of the secretary orin the event of his inability or refusal to act, perform the duties andexercise the powers of the secretary and shall perform such other duties andhave such other powers as the board of directors may from time to timeprescribe.

 

THE TREASURER AND ASSISTANT TREASURERS

 

Section 11.                                      The treasurershall have the custody of the corporate funds and securities and shall keepfull and accurate accounts of receipts and disbursements in books belonging tothe corporation and shall deposit all moneys and other valuable effects in thename and to the credit of the corporation in such depositories as may bedesignated by the board of directors. The treasurer shall have power to receive and give receipts for moniesdue and payable to the Corporation from any source whatsoever.

 

Section 12.                                      The treasurershall disburse the funds of the corporation as may be ordered by the board ofdirectors, taking proper vouchers for such disbursements, and shall render tothe president and the board of directors, at its regular meetings, or when theboard of directors so requires, an account of all his transactions as treasurerand of the financial condition of the corporation.

 

Section 13.                                      If required bythe board of directors, the treasurer shall give the corporation a bond (whichshall be renewed every six years) in such sum and with such surety or suretiesas shall be satisfactory to the board of directors for the faithful performanceof the duties of his office and for the restoration to the corporation, in caseof his death, resignation, retirement

 

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or removal from office, of all books, papers, vouchers, money and otherproperty of whatever kind in his possession or under this control belonging tothe corporation.

 

Section 14.                                      The assistanttreasurer, or if there shall be more than one, the assistant treasurers in theorder determined by the board of directors (or if there be no suchdetermination, then in the order of their election) shall, in the absence ofthe treasurer or in the event or his inability or refusal to act, perform theduties and exercise the powers of the treasurer and shall perform such otherduties and have such other powers as the board of directors may from time totime prescribe.

 

**ARTICLE VI**

 

**CERTIFICATES FOR SHARES**

 

Section 1.                                            The sharesof the corporation shall be represented by a certificate.  Certificates shall be signed by, or in thename of the corporation by, the chairman or vice-chairman of the board ofdirectors, or the president or a vice-president and the treasurer or anassistant treasurer, or the secretary or an assistant secretary of thecorporation.

 

Upon the face or back of each stock certificate issued to represent anypartly paid shares shall be set forth the total amount of the consideration tobe paid therefor and the amount paid thereon shall be stated.

 

If the corporation shall be authorized to issue more than one class ofstock or more than one series of any class, the powers, designations,preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualification, limitations orrestrictions of such preferences and/or rights shall be set forth in full orsummarized on the face or back of the certificate which the corporation shall issueto represent such class or series of stock, provided that, except as otherwiseprovided in applicable provisions of the California

 

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General Corporation Law, in lieu of the foregoing requirements, theremay be set forth on the face or back of the certificate which the corporationshall issue to represent such class or series of stock, a statement that thecorporation will furnish without charge to each stockholder who so requests thepowers, designations, preferences and relative, participating, optional orother special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights.

 

Section 2.                                            Any or allof the signatures on a certificate may be facsimile.  In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent or registrarbefore such certificate is issued, it may be issued by the corporation with thesame effect as if he were such officer, transfer agent or registrar at the dateof issue.  If such certificate iscountersigned by a transfer agent other than the Corporation or its employees,or by a registrar other than the Corporation or its employee, the signatures ofthe officers of the Corporation may be facsimiles and, if permitted by law, anyother signature may be a facsimile.

 

LOST CERTIFICATES

 

Section 3.                                            The boardof directors may direct a new certificate or certificates to be issued in placeof any certificate or certificates theretofore issued by the corporationalleged to have been lost, stolen or destroyed, upon the making of an affidavitof that fact by the person claiming the certificate of stock to be lost, stolenor destroyed.  When authorizing suchissuance of a new certificate or certificates, the board of directors may, inits discretion and as a condition precedent to the issuance thereof, requirethe owner of such lost, stolen or destroyed certificate or

 

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certificates, or his legal representative, to advertise the same insuch manner as it shall require and/or to give the corporation a bond in suchsum as it may direct as indemnity against any claim that may be made againstthe corporation with respect to the certificate alleged to have been lost,stolen or destroyed.

 

TRANSFER OF STOCK

 

Section 4.                                            Uponsurrender to the corporation or the transfer agent of the corporation of acertificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignation or authority to transfer, it shall be the duty of thecorporation to issue a new certificate to the person entitled thereto, cancelthe old certificate and record the transaction upon its books.  Whenever any transfer of shares shall be madefor collateral security, and not absolutely, it shall be so expressed in theentry of the transfer if, when the certificates are presented to the Corporationfor transfer, both the transferor and transferee request the Corporation to doso.  The Corporation shall maintain atits principal office or at the office of its attorneys an office where sharesof the Corporation shall be transferable. The Corporation may also maintain one or more registry offices where such shares shall be registered.  The board of directors may make such rulesand regulations as it may deem expedient concerning the issue, transfer andregistration of certificates of stock.

 

FIXING RECORD DATE

 

Section 5.                                            In orderthat the corporation may determine the stockholders entitled to notice of or tovote at any meeting of stockholders or any adjournment thereof, or to express

 

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consent to corporate action in writing without a meeting, or entitledto receive payment of any dividend or other distribution or allotment of anyrights, or entitled to exercise any rights in respect of any change, conversionor exchange of stock or for the purpose of any other lawful action, the boardof directors may fix, in advance, a record date, which shall not be more thanfifty nor less than ten days before the date of such meeting, nor more thanfifty days prior to any other action.  Adetermination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the board of directors may fix a new record date forthe adjourned meeting.  If no record dateis fixed, the record date for the determination of shareholders entitled tonotice of or to vote at a meeting of shareholders shall be at the close ofbusiness on the day next preceding the day on which notice is given, or, if notnotice is given, the day on which the meeting is held.  For all other purposes, the record date fordetermining shareholders shall be at the close of business on the date on whichthe resolution of the board relating thereto is adopted.

 

REGISTERED STOCKHOLDERS

 

Section 6.                                            Thecorporation shall be entitled to recognize the exclusive right of a personregistered on its books as the owner of shares to receive dividends, and tovote as such owner, and to hold liable for calls and assessments a personregistered 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 partof any other person, whether or not it shall have express or other noticethereof, except as otherwise provided by the California General CorporationLaw.

 

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**ARTICLE VII**

 

**DIVIDENDS**

 

Section 1.                                            Dividendsupon the capital stock of the corporation, subject to the provisions of thecertificate of incorporation, if any, may be declared out of funds legallyavailable therefor by the board of directors at any regular or special meeting,pursuant to law.  Dividends may be paidin cash, in property, or in shares of the capital stock, subject to theprovisions of the certificate of incorporation.

 

Before payment of any dividend, there may be set aside out of any fundsof the corporation available for dividends such sum or sums as the directorsfrom time to time, in their absolute discretion, think proper as a reserve orreserves to meet contingencies, or for equalizing dividends, or for repairingor maintaining any property of the corporation, or for such other purpose asthe directors shall think conducive to the interest of the corporation, and thedirectors may modify or abolish any such reserve in the manner in which it wascreated.

 

**ARTICLE VIII**

 

**MISCELLANEOUS PROVISIONS**

 

Section 1.                                            AnnualStatement.  The board of directorsshall present at each annual meeting, and at any special meeting of thestockholders when called for by vote of the stockholders, a full and clearstatement of the business and condition of the corporation.

 

Section 2.                                            Checks;contracts; deposits.  All checks ordemands for money and notes of the corporation shall be signed by such officeror officers or such other person or persons as the board of directors may fromtime to time designate.  Unless otherwiseprovided by law or resolution of the board of directors, any contract, documentor other instrument, including contracts or instruments evidencing indebtednessof the Corporation, shall be valid and binding

 

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on the Corporation only if executed and delivered in its name and onits behalf by either the President or such other persons who have beendesignated by resolution of the board of directors as authorized signatories ofcontracts, documents or other instruments.   All funds of the Corporation not otherwise employed shall be depositedfrom time to time to the credit of the Corporation in such banks, trustcompanies or other depositaries as the board of directors may select or as maybe designated by any officer or officers of the Corporation.

 

Section 3.                                            FiscalYear. The fiscal year of the corporation shall be fixed by resolution ofthe board of directors.

 

Section 4.                                            CorporateSeal.  The corporate seal shall haveinscribed thereon the name of the corporation, the year of its organization andthe words “Corporate Seal, California”. The seal may be used by causing it or a facsimile thereof to beimpressed or affixed or reproduced or otherwise.

 

Section 5.                                            Indemnification.  The corporation shall indemnify its officers,directors, employees and agents to the fullest extent permitted by law.

 

**ARTICLE IX**

 

**AMENDMENTS TO BY-LAWS**

 

Section   1.                                      Theby-laws may be altered, amended or repealed or new by-laws may be made oradopted by the board of directors at any regular or special meeting of theboard of directors; except that no alteration, amendment  or repeal to Article III or this Article IXmay be made with out the consent of the shareholders as set forth in the nextsentence.  The by-laws of the Corporationmay also be altered, amended or repealed or new by-laws may be made or

 

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adopted by the vote of a majority in interest of the shareholdersrepresented and entitled to vote upon election of directors, at any meeting atwhich a quorum is present.

 

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