**Exhibit 3.2.35**

 

**BY - LAWS**

 

**ARTICLE I**

 

**OFFICES**

 

Section 1.               Theregistered office shall be c/o **Equinox Fitness PalosVerdes, 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 bedesignated from time to time by the board of directors and stated in the noticeof the meeting, at which they shall elect by a plurality vote a

 

----

 

board of directors, andtransact such other business as may properly be brought before the meeting.

 

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.               Theofficer who has charge of the stock ledger of the corporation shall prepare andmake, at least ten days before every meeting of stockholders, a complete listof the stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for anypurpose germane to the meeting, during ordinary business hours, for a period ofat least 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

 

2

----

 

appointed shall refuse to serveor shall not be present, such appointment shall be made by the officerpresiding at the meeting.

 

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.               Theholders of a majority of the stock issued and outstanding and entitled to votethereat, present in person or represented by proxy, shall constitute a quorumat all meetings 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 originally

 

3

----

 

noticed.  If the adjournment is for more than thirtydays, or if after the adjournment a new record date is fixed for the adjournedmeeting, a notice of the adjourned meeting shall be given to each stockholderof record entitled to vote at the meeting.

 

Section 10.             Whena quorum is present at any meeting the vote of the holders of a majority of thestock having voting power present in person or represented by proxy shalldecide any question brought before such meeting, unless the question is oneupon which by express provision of the California General Corporation Law or ofthe certificate of incorporation a different vote is required, in which case suchexpress provision shall govern and control the decision of such question.

 

Section 11.             Unlessotherwise provided in the certificate of incorporation, each stockholder shallat every meeting of the stockholders be entitled to one vote in person or byproxy for each share of the capital stock having voting power held by suchstockholder, but no proxy shall be voted on after eleven (11) months from itsdate, unless the 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.             Unlessotherwise provided in the certificate of incorporation, any action required tobe taken at any annual or special meeting of stockholders of the corporation,or any action 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

 

4

----

 

at which all shares entitled tovote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting byless than unanimous written consent shall be given to those stockholders whohave not consented in writing.

 

Section 13.             ThePresident, or, in his/her absence, a Vice President, shall preside at meetingsof the shareholders.  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 14.             Exceptas otherwise 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. After such persons, or such a lesser number thereof as shall advise thepresiding officer of their desire so to speak, shall have spoken on suchresolution, the presiding officer may direct a vote on such resolution withoutfurther discussion thereon at the meeting.

 

**ARTICLE III**

 

**DIRECTORS**

 

Section 1.               Thenumber of directors constituting the entire board shall be fixed from time totime by the Board of Directors and shall not be less than three, except thatwhere all the shares of a Corporation are owned beneficially and of record byless than three shareholders, the

 

5

----

 

number of directors may be lessthan three but not less than the number of shareholders.  The directors shall be elected at the annual meetingof the stockholders, except as provided in Section 2 of this Article, andeach director elected shall hold office until his successor is elected andqualified; provided, that a Director may resign as stated herein.  Directors need not be stockholders.

 

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.

 

6

----

 

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 of incorporation or by these by-lawsdirected or required to be exercised or done by the stockholders.

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 5.               Theboard of directors of the corporation may hold meetings, both regular andspecial, either within or without the State of California.

 

Section 6.               Thefirst meeting of each newly elected board of directors shall be held at suchtime and place as shall be fixed by the vote of the stockholders at the annualmeeting and no notice of such meeting shall be necessary to the newly electeddirectors in order legally to constitute the meeting, provided a quorum shallbe present.  In the event of the failureof the 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 electronic mail;special meetings shall be called by the president or secretary in like mannerand on like notice on the written request of two directors unless the boardconsists of only one director; in which case

 

7

----

 

special meetings shall becalled by the president or secretary in like manner and on like notice on thewritten request of the sole director.

 

Section 9.               Atall meetings of the board a majority of the directors shall constitute a quorumfor the transaction of business and the act of a majority of the directorspresent at any meeting at which there is a quorum shall be the act of the boardof directors, except as may be otherwise specifically provided by theCalifornia General 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 themeeting, until a quorum shall be present.

 

Section 10.             ThePresident, or, in his/her absence, a Vice President, shall preside at meetingsof the board of directors.  The Secretaryshall act as secretary of the meeting or, in his/her absence, a AssistantSecretary, shall act, or if neither is present, then the presiding officer mayappoint a person to act as secretary of the meeting.

 

Section 11.             Unlessotherwise restricted by the certificate of incorporation or these by-laws, anyaction required or permitted to be taken at any meeting of the board ofdirectors or of any committee thereof may be taken without a meeting, if allmembers of the board or committee, as the case may be, consent thereto inwriting, and the writing or writings are filed with the minutes of proceedingsof the board or committee.

 

Section 12.             Unlessotherwise restricted by the certificate of incorporation or these by-laws,members of the board of directors or any committee designated by the board ofdirectors, may participate in a meeting of the board of directors or any committee,by means of conference telephone or similar communications equipment by meansof which all persons participating in

 

8

----

 

the meeting can hear eachother, and such participation in a meeting shall constitute presence in personat the meeting.

 

COMMITTEES OF DIRECTORS

 

Section 13.             Theboard of directors may, by resolution passed by a majority of the whole board,designate one or more committees, each committee to consist of three or more ofthe directors of the corporation.  Theboard may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member at any meeting ofthe 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 in the board of directors or in anycommittee;

 

(iii)  The fixing of compensation of the directors for serving onthe board or any committee;

 

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

 

9

----

 

(v)  The amendment or repeal of any resolution of the board whichby its terms shall not be so amendable or repealable.

 

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.             Eachcommittee shall keep regular minutes of its meetings and report the same to theboard of directors when required.

 

COMPENSATION OF DIRECTORS

 

Section 15.             Unlessotherwise restricted by the certificate of incorporation or these by-laws, theboard of directors shall have the authority to fix the compensation ofdirectors.  The directors may be paidtheir expenses, if any, of attendance at each meeting of the board of directorsand may be paid a fixed sum for attendance at each meeting of the board ofdirectors or a stated salary as director. No such payment shall preclude any director from serving the corporationin any other capacity and receiving compensation therefor.  Members of committees may be allowed likecompensation for attending committee meetings.

 

REMOVAL OF DIRECTORS

 

Section 16.             Anydirector may be removed with or without cause at any time by the affirmativevote of shareholders holding of record in the aggregate at least a majority ofthe votes cast at a meeting of the shareholders by the holders of sharespresent in person or represented by proxy entitled to vote at a special meetingof the shareholders called for that purpose.

 

10

----

 

**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.               Theboard of directors at its first meeting after each annual meeting ofstockholders shall choose a president, one or more vice-presidents, a secretaryand a treasurer.

 

Section 3.               Theboard of 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.

 

11

----

 

Section 4.               Thesalaries of all officers and agents of the corporation shall be fixed by theboard of 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.               Heshall execute bonds, mortgages and other contracts requiring a seal, under theseal of the corporation, except where required or permitted by law to beotherwise signed and executed and except where the signing and executionthereof shall be expressly delegated by the board of directors to some otherofficer or agent of the corporation.

 

12

----

 

THE VICE-PRESIDENTS

 

Section 8.               EachVice President, if any, shall have such powers and perform such duties as maybe determined 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 eventthere be more than one vice-president, the vice-presidents in the orderdesignated by the directors, or in the absence of any designation, then in theorder of their election) shall perform 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-presidentsshall perform such other duties and have such other powers as the board ofdirectors may 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.

 

13

----

 

Section 10.             Theassistant secretary, or if there be more than one, the assistant secretaries inthe order determined by the board of directors (or if there be no suchdetermination, then in the order of their election) shall, in the absence ofthe secretary or in the event of his inability or refusal to act, perform theduties and exercise the powers of the secretary and shall perform such otherduties and have such other powers as the board of directors may from time totime prescribe.

 

THE TREASURER AND ASSISTANT TREASURERS

 

Section 11.             Thetreasurer shall have the custody of the corporate funds and securities andshall keep full and accurate accounts of receipts and disbursements in booksbelonging to the corporation and shall deposit all moneys and other valuableeffects in the name and to the credit of the corporation in such depositoriesas may be designated 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.             Thetreasurer shall disburse the funds of the corporation as may be ordered by theboard of directors, taking proper vouchers for such disbursements, and shallrender to the president and the board of directors, at its regular meetings, orwhen the board of directors so requires, an account of all his transactions astreasurer and of the financial condition of the corporation.

 

Section 13.             Ifrequired by the board of directors, the treasurer shall give the corporation abond (which shall be renewed every six years) in such sum and with such suretyor sureties as shall be satisfactory to the board of directors for the faithfulperformance of the duties of his office and for the restoration to thecorporation, in case of his death, resignation,

 

14

----

 

retirement or removal fromoffice, of all books, papers, vouchers, money and other property of whateverkind in his possession or under this control belonging to the corporation.

 

Section 14.             Theassistant treasurer, or if there shall be more than one, the assistanttreasurers in the order determined by the board of directors (or if there be nosuch determination, then in the order of their election) shall, in the absenceof the treasurer or in the event or his inability or refusal to act, performthe duties and exercise the powers of the treasurer and shall perform suchother duties and have such other powers as the board of directors may from timeto time prescribe.

 

**ARTICLE VI**

 

**CERTIFICATES FOR SHARES**

 

Section 1.               Theshares of 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 shallissue to represent such class or series of stock, provided that, except asotherwise provided in applicable provisions of the California

 

15

----

 

General Corporation Law, inlieu of the foregoing requirements, there may be set forth on the face or backof the certificate which the corporation shall issue to represent such class orseries of stock, a statement that the corporation will furnish without chargeto each stockholder who so requests the powers, designations, preferences andrelative, participating, optional or other special rights of each class ofstock or series thereof and the qualifications, limitations or restrictions ofsuch preferences and/or rights.

 

Section 2.               Anyor all of 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.               Theboard of directors may direct a new certificate or certificates to be issued inplace of 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 certificates, or hislegal representative, to advertise the same in such manner as it shall requireand/or to give the corporation a bond in such sum as it may direct as indemnityagainst any claim

 

16

----

 

that may be made against thecorporation with respect to the certificate alleged to have been lost, stolenor 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 theCorporation for transfer, both the transferor and transferee request theCorporation to do so.  The Corporationshall maintain at its principal office or at the office of its attorneys anoffice where shares of the Corporation shall be transferable.  The Corporation may also maintain one or  more registry offices where such shares shallbe registered.  The board of directorsmay make such rules and regulations as it may deem expedient concerningthe issue, transfer and registration of certificates of stock.

 

FIXING RECORD DATE

 

Section 5.               Inorder that the corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, or toexpress 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 than

 

17

----

 

fifty nor less than ten daysbefore the date of such meeting, nor more than fifty days prior to any otheraction.  A determination of stockholdersof record entitled to notice of or to vote at a meeting of stockholders shallapply to any adjournment of the meeting; provided, however, that the board ofdirectors may fix a new record date for the adjourned meeting.  If no record date is fixed, the record datefor the determination of shareholders entitled to notice of or to vote at ameeting of shareholders shall be at the close of business on the day nextpreceding the day on which notice is given, or, if not notice is given, the dayon which the meeting is held.  For allother purposes, the record date for determining shareholders shall be at theclose of business on the date on which the resolution of the board relatingthereto 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 torecognize any equitable or other claim to or interest in such share or shareson the part of any other person, whether or not it shall have express or othernotice thereof, except as otherwise provided by the California GeneralCorporation Law.

 

**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 the provisionsof the certificate of incorporation.

 

18

----

 

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 was created.

 

**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 on the Corporation only ifexecuted and delivered in its name and on its behalf by either the President orsuch other persons who have been designated by resolution of the board ofdirectors as authorized signatories of contracts, documents or other instruments.    All funds of the Corporation not otherwiseemployed shall be deposited from time to time to the credit of the Corporationin such banks, trust companies or other depositaries as the board of directors mayselect or as may be designated by any officer or officers of the Corporation.

 

19

----

 

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 adoptedby the vote of a majority in interest of the shareholders represented andentitled to vote upon election of directors, at any meeting at which a quorumis present.

 

20

----