**Exhibit 3.2**

 

**AMENDED AND RESTATED BYLAWS**

** **

**OF**

** **

**VITACUBE SYSTEMS HOLDINGS, INC.,**

**a Nevada Corporation**

 

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**TABLE OF CONTENTS**

 
| ARTICLE I                                                    |   |
|--------------------------------------------------------------|--------|
| Offices                                                      |   |
|                                                         |   |
| ARTICLE II                                                   |   |
| Shareholders                                                 |   |
| Section 1. Annual Meeting                                    |   |
| Section 2. Special Meetings                                  |   |
| Section 3. Place of Meeting                                  |   |
| Section 4. Notice of Meeting                                 |   |
| Section 5. Fixing of Record Date                             |   |
| Section 6. Recognition Procedure for  Beneficial Owners      |   |
| Section 7. Quorum and Manner of Acting                       |   |
| Section 8. Proxies                                           |   |
| Section 9. Voting of Shares                                  |   |
| Section 10. Corporation’s Acceptance of  Votes          |   |
| Section 11. Informal Action by Shareholders                  |   |
| Section 12. Meetings by Telecommunication                    |   |
|                                                         |   |
| ARTICLE III                                                  |   |
| Board of Directors                                           |   |
| Section 1. General Powers                                    |   |
| Section 2. Number, Qualifications and Tenure                 |   |
| Section 3. Vacancies                                         |   |
| Section 4. Regular Meetings                                  |   |
| Section 5. Special Meetings                                  |   |
| Section 6. Notice                                            |   |
| Section 7. Quorum                                            |   |
| Section 8. Manner of Acting                                  |   |
| Section 9. Compensation                                      |   |
| Section 10. Presumption of Assent                            |   |
| Section 11. Committees                                       |   |
| Section 12. Informal Action by Directors                     |   |
| Section 13. Telephonic Meetings                              |   |
| Section 14. Standard of Care                                 |   |
|                                                         |   |
| ARTICLE IV                                                   |   |
| Officers and Agents                                          |   |
| Section 1. General                                           |   |
| Section 2. Appointment and Term of Office                    |   |
| Section 3. Resignation and Removal                           |   |
| Section 4. Vacancies                                         |   |
| Section 5. Chairman of the Board; Vice Chairman of the Board |   |
| Section 6. Chief Executive Officer                           |   |
| Section 7. President                                         |   |
| Section 8. Chief Operating Officer                           |   |
| Section 9. Vice Presidents                                   |   |
| Section 10. Secretary                                        |   |
| Section 11. Chief Financial Officer and Treasurer            |   |

 

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| ARTICLE V                                                                      |   |
|--------------------------------------------------------------------------------|--------|
| Stock                                                                          |   |
| Section 1. Certificates                                                        |   |
| Section 2. Consideration for Shares                                            |   |
| Section 3. Lost Certificates                                                   |   |
| Section 4. Transfer of Shares                                                  |   |
| Section 5. Transfer Agent, Registrars and  Paying Agents                       |   |
|                                                                           |   |
| ARTICLE VI                                                                     |   |
| Indemnification of Certain Persons                                             |   |
| Section 1. Indemnification                                                     |   |
| Section 2. Right to Indemnification                                            |   |
| Section 3. Effect of Termination of Action                                     |   |
| Section 4. Groups Authorized to Make Indemnification Determination             |   |
| Section 5. Court-Ordered Indemnification                                       |   |
| Section 6. Advance of Expenses                                                 |   |
| Section 7. Additional Indemnification to  Certain Persons Other Than Directors |   |
| Section 8. Witness Expenses                                                    |   |
| Section 9. Report to Shareholders                                              |   |
|                                                                           |   |
| ARTICLE VII                                                                    |   |
| Provisions of Insurance                                                        |   |
| Section 1. Provision of Insurance                                              |   |
|                                                                           |   |
| ARTICLE VIII                                                                   |   |
| Miscellaneous                                                                  |   |
| Section 1. Seal                                                                |   |
| Section 2. Fiscal Year                                                         |   |
| Section 3. Amendments                                                          |   |
| Section 4. Receipt of Notices by the Corporation                               |   |
| Section 5. Gender                                                              |   |
| Section 6. Conflicts                                                           |   |
| Section 7. Definitions                                                         |   |
|                                                                           |   |
| Effective:   August 3, 2004                                     |   |

 

** **

**BYLAWS**

**OF**

**VITACUBE SYSTEMS HOLDINGS, INC.**

** **

**ARTICLE I**

**Offices**

### ** **

The principal office of the corporation shall be designated from timeto time by the corporation and may be within or outside of Nevada.  The corporation may have such other offices,either within or outside Nevada, as the board of directors may designate or asthe business of the corporation may require from time to time.

 

The registered office of the corporation required by the Nevada GeneralCorporation Law to be maintained in Nevada may be, but need not be, identicalwith the principal office, and the address of the registered office may bechanged from time to time by the board of directors.

 

**ARTICLE II**

**Shareholders**

 

**Section1****. AnnualMeeting**. The annual meeting of the shareholders shall be heldeach year on a date and at a time fixed by the board of directors of thecorporation (or by the president in the absence of action by the board ofdirectors), for the purpose of electing directors and for the transaction ofsuch other business as may come before the meeting. If the election ofdirectors is not held on the day fixed as provided herein for any annualmeeting of the shareholders, or any adjournment thereof, the board of directorsshall cause the election to be held at a special meeting of the shareholders assoon thereafter as it may conveniently be held.

 

**Section2****.Special Meetings**. Unless otherwise prescribed by statute,special meetings of the shareholders may be called for any purpose by the chiefexecutive officer, the president, the board of directors, or any two directors.The president shall call a special meeting of the shareholders if thecorporation receives one or more written demands for the meeting, stating thepurpose or purposes for which it is to be held, signed and dated by holders ofshares representing at least ten percent of all the votes entitled to be caston any issue proposed to be considered at the meeting.

 

**Section3****. Placeof Meeting**. The board of directors may designate any place,either within or outside Nevada, as the place for any annual meeting or anyspecial meeting called by the board of directors. A waiver of notice signed byall shareholders entitled to vote at a meeting may designate any place, eitherwithin or outside Nevada, as the place for such meeting. If no designation ismade, or if a special meeting is called other than by the board, the place ofmeeting shall be the principal office of the corporation.

 

**Section4****. Noticeof Meeting**. Written notice stating the purpose or purposes forwhich the meeting is called, place, date, and hour of the meeting, and themeans of electronic communications, if any, by which stockholders and proxiesshall be deemed to be present in person and vote shall be given not less thanten nor more than sixty days before the date of the meeting, unless any otherlonger notice period is required by the Nevada General Corporation Law. Thesecretary shall be required to give such notice only to shareholders entitledto vote at the meeting except as otherwise required by the Nevada GeneralCorporation Law.

 

Notice shall be given personally or by mail, postage prepaid or by aform of electronic transmission consented to by the stockholder to whom thenotice was given. If mailed and if in a comprehensible form, such notice shallbe deemed to be given and effective when deposited in the United States mail,properly addressed to the shareholder at his address as it appears in thecorporation’s current record of shareholders, with first class postage prepaid.If notice is given other than by mail, the notice will be deemed given asprovided by the Nevada General Corporation Law..

 

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If requested by the person or persons lawfully calling such meeting,the secretary shall give notice thereof at corporate expense. No notice need besent to any shareholder if two consecutive annual meetings, and all notices ofmeetings or of the taking of action by written consent without a meeting duringthe period between those two consecutive annual meetings or all, and at leasttwo, payments sent by first-class mail of dividends or interest on securitiesduring a 12-month period mailed to the last known address of such shareholderhave been returned as undeliverable until such time as another address for suchshareholder is made known to the corporation by such shareholder. In order tobe entitled to receive notice of any meeting, a shareholder shall advise thecorporation in writing of any change in such shareholder’s mailing address asshown on the corporation’s books and records.

 

When a meeting is adjourned to another date, time or place, notice neednot be given of the new date, time or place if the new date, time or place ofsuch meeting is announced before adjournment at the meeting at which the adjournmentis taken. At the adjourned meeting the corporation may transact any businesswhich may have been transacted at the original meeting. If a new record date isfixed for the adjourned meeting, a new notice of the adjourned meeting shall begiven to each shareholder of record entitled to vote at the meeting as of thenew record date.

 

A shareholder may waive notice of a meeting before or after the timeand date of the meeting by a writing signed or by transmission of an electronicrecord by such shareholder. Such waiver shall be delivered to the corporationfor filing with the corporate records, but this delivery and filing shall notbe conditions to the effectiveness of the waiver.  Further, by attending a meeting either inperson or by proxy, a shareholder waives objection to lack of notice ordefective notice of the meeting unless the shareholder objects at the beginningof the meeting to the holding of the meeting or the transaction of business atthe meeting because of lack of notice or defective notice. By attending themeeting, the shareholder also waives any objection to consideration at themeeting of a particular matter not within the purpose or purposes described inthe meeting notice unless the shareholder objects to considering the matter whenit is presented.

 

**Section5****. Fixingof Record Date**. For the purpose of determining shareholdersentitled to (i) notice of or vote at any meeting of shareholders or anyadjournment thereof, (ii) receive distributions or share dividends, (iii)demand a special meeting, or (iv) make a determination of shareholders for anyother proper purpose, the board of directors may fix a future date as therecord date for any such determination of shareholders, such date in any caseto be not more than  sixty days, and, incase of a meeting of shareholders, not less than ten days, prior to the date onwhich the particular action requiring such determination of shareholders is tobe taken. If no record date is fixed by the directors, the record date shall bethe day before the notice of the meeting is given to shareholders, or the dateon which the resolution of the board of directors providing for a distributionis adopted, as the case may be. When a determination of shareholders entitledto vote at any meeting of shareholders is made as provided in this section,such determination shall apply to any adjournment thereof unless the board ofdirectors fixes a new record date, which it must do if the meeting is adjournedto a date more than sixty days after the date fixed for the original meeting.Unless otherwise specified when the record date is fixed, the time of day forsuch determination shall be as of the corporation’s close of business on therecord date.

 

Notwithstanding the above, the record date for determining the shareholdersentitled to take action without a meeting by written consent may not precede orbe more than ten days after the date the resolution is adopted by the board ofdirectors.  If the board of directorsdoes not adopt a resolution prescribing a record date for determiningshareholders entitled to give written consent, the record date shall be (a) ifno prior action by the board is required by the Nevada General Corporation Law,the date is the first date on which a valid, written consent is delivered tothe corporation, or (b) if prior action by the board is required by the NevadaGeneral Corporation Law, the date is at the close of business on the day theboard of directors adopts the resolution.

 

The record date for determining shareholders entitled to demand aspecial meeting shall be the date of the earliest of any of the demandspursuant to which the meeting is called.

 

**Section6****.Recognition Procedure for Beneficial Owners.** The board ofdirectors may adopt by resolution a procedure whereby a shareholder of thecorporation may certify in writing to the corporation that all or a

 

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portion of the shares registered in the name of such shareholder areheld for the account of a specified person or persons. The resolution may setforth (i) the types of nominees to which it applies, (ii) the rights orprivileges that the corporation will recognize in a beneficial owner, which mayinclude rights and privileges other than voting, (iii) the form of certificationand the information to be contained therein, (iv) if the certification is withrespect to a record date, the time within which the certification must bereceived by the corporation, (v) the period for which the nominee’s use of theprocedure is effective, and (vi) such other provisions with respect to theprocedure as the board deems necessary or desirable. Upon receipt by thecorporation of a certificate complying with the procedure established by theboard of directors, the persons specified in the certification shall be deemed,for the purpose or purposes set forth in the certification, to be theregistered holders of the number of shares specified in place of theshareholder making the certification.

 

**Section7****. Quorumand Manner of Acting**. A majority of the votes entitled to becast on a matter by a voting group represented in person or by proxy, shallconstitute a quorum of that voting group for action on the matter. If less thana majority of such votes are represented at a meeting, a majority of the votesso represented may adjourn the meeting from time to time without furthernotice, for a period not to exceed 60 days for any one adjournment. If a quorumis present at such adjourned meeting, any business may be transacted whichmight have been transacted at the meeting as originally noticed. Theshareholders present at a duly organized meeting may continue to transactbusiness until adjournment, notwithstanding the withdrawal of enoughshareholders to leave less than a quorum, unless the meeting is adjourned and anew record date is set for the adjourned meeting.

 

If a quorum exists, action on a matter other than the election ofdirectors by a voting group is approved if the votes cast within the votinggroup favoring the action exceed the votes cast within the voting groupopposing the action, unless the vote of a greater number or voting by classesis required by law or the articles of incorporation.

 

**Section8****.Proxies.** At all meetings of shareholders, a shareholder may voteby proxy by signing an appointment form or similar writing, either personallyor by his duly authorized attorney- in-fact. A shareholder may also appoint aproxy by transmitting or authorizing the transmission of  an electronic record to the person who willbe the holder of the proxy or to a firm which solicits proxies or like agentwho is authorized by the person  who willbe the holder of the proxy to receive the transmission.  Any such electronic record must either setforth or be submitted with information from which it can be determined that thestockholder authorized the electronic record. The appointment of a proxy iseffective when received by the corporation and is valid for six months from thedate of its creation unless a different period is expressly provided in the appointmentform or similar writing.

 

Any copy, communication by electronic transmission, or other reliablereproduction of an appointment of a proxy may be substituted for or used inlieu of the original appointment for any purpose for which the original appointmentcould be used, if the copy, communication by electronic transmission or otherreproduction is a complete reproduction of the entire original record.

 

Revocation of a proxy does not affect the right of the corporation toaccept the proxy’s authority unless (i) the corporation had notice that theappointment was coupled with an interest and notice that such interest isextinguished is received by the secretary or other officer or agent authorizedto tabulate votes before the proxy exercises his authority under theappointment, or (ii) other notice of the revocation of the appointment isreceived by the secretary or other officer or agent authorized to tabulatevotes before the proxy exercises his authority under the appointment. Othernotice of revocation may, in the discretion of the corporation, be deemed toinclude the appearance at a shareholders’ meeting of the shareholder whogranted the proxy and his voting in person on any matter subject to a vote atsuch meeting.

 

The death or incapacity of the shareholder appointing a proxy does notaffect the right of the corporation to accept the proxy’s authority unlessnotice of the death or incapacity is received by the secretary or other officeror agent authorized to tabulate votes before the proxy exercises his authorityunder the appointment.

 

The corporation shall not be required to recognize an appointment madeirrevocable if it has received a writing revoking the appointment signed by theshareholder (including a shareholder who is a successor to

 

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the shareholder who granted the proxy) either personally or by hisattorney-in-fact, notwithstanding that the revocation may be a breach of anobligation of the shareholder to another person not to revoke the appointment.

 

Subject to Section 10 and any express limitation on the proxy’sauthority appearing on the appointment form, the corporation is entitled toaccept the proxy’s vote or other action as that of the shareholder making theappointment.

 

**Section9****. Votingof Shares**. Each outstanding share, regardless of class, shall beentitled to one vote, except in the election of directors, and each fractionalshare shall be entitled to a corresponding fractional vote on each mattersubmitted to a vote at a meeting of shareholders, except to the extent that thevoting rights of the shares of any class or classes are limited or denied bythe articles of incorporation as permitted by the Nevada Business CorporationCode. Cumulative voting shall not be permitted in the election of directors orfor any other purpose. Each record holder of stock shall be entitled to vote inthe election of directors and shall have as many votes for each of the sharesowned by him as there are directors to be elected and for whose election he hasthe right to vote.

 

At each election of directors, that number of candidates equaling thenumber of directors to be elected, having the highest number of votes cast infavor of their election, shall be elected to the board of directors.

 

Except as otherwise ordered by a court of competent jurisdiction upon afinding that the purpose of this Section would not be violated in thecircumstances presented to the court, the shares of the corporation are notentitled to be voted if they are owned, directly or indirectly, by a secondcorporation, domestic or foreign, and the first corporation owns, directly orindirectly, a majority of the shares entitled to vote for directors of thesecond corporation except to the extent the second corporation holds the sharesin a fiduciary capacity.

 

Redeemable shares are not entitled to be voted after notice ofredemption is mailed to the holders and a sum sufficient to redeem the shareshas been deposited with a bank, trust company or other financial institutionunder an irrevocable obligation to pay the holders the redemption price onsurrender of the shares.

 

**Section10****.Corporation’s Acceptance of Votes.** If the name signed on a vote,consent, waiver, proxy appointment, or proxy appointment revocation correspondsto the name of a shareholder, the corporation, if acting in good faith, isentitled to accept the vote, consent, waiver, proxy appointment or proxyappointment revocation and give it effect as the act of the shareholder.  If the name signed on a vote, consent,waiver, proxy appointment or proxy appointment revocation does not correspondto the name of a shareholder, the corporation, if acting in good faith, isnevertheless entitled to accept the vote, consent, waiver, proxy appointment orproxy appointment revocation and to give it effect as the act of theshareholder if:

 

(i) the shareholder is an entity and the name signed purports to bethat of an officer or agent of the entity;

 

(ii) the name signed purports to be that of an administrator, executor,guardian or conservator representing the shareholder and, if the corporationrequests, evidence of fiduciary status acceptable to the corporation has beenpresented with respect to the vote, consent, waiver, proxy appointment or proxyappointment revocation;

 

(iii) the name signed purports to be that of a receiver or trustee inbankruptcy of the shareholder and, if the corporation requests, evidence ofthis status acceptable to the corporation has been presented with respect tothe vote, consent, waiver, proxy appointment or proxy appointment revocation;

 

(iv) the name signed purports to be that of a pledgee, beneficial owneror attorney-in-fact of the shareholder and, if the corporation requests,evidence acceptable to the corporation of the

 

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signatory’s authority to sign for the shareholder has been presentedwith respect to the vote, consent, waiver, proxy appointment or proxyappointment revocation;

 

(v) two or more persons are the shareholder as co-tenants or fiduciariesand the name signed purports to be the name of at least one of the co-tenantsor fiduciaries, and the person signing appears to be acting on behalf of allthe co-tenants or fiduciaries; or

 

(vi) the acceptance of the vote, consent, waiver, proxy appointment orproxy appointment revocation is otherwise proper under rules established by thecorporation that are not inconsistent with this Section 10.

 

The corporation is entitled to reject a vote, consent, waiver, proxyappointment or proxy appointment revocation if the secretary or other officeror agent authorized to tabulate votes, acting in good faith, has reasonablebasis for doubt about the validity of the signature on it or about thesignatory’s authority to sign for the shareholder.

 

Neither the corporation nor its officers nor any agent who accepts orrejects a vote, consent, waiver, proxy appointment or proxy appointmentrevocation in good faith and in accordance with the standards of this Sectionis liable in damages for the consequences of the acceptance or rejection.

 

**Section11****.Informal Action by Shareholders**. Any action required orpermitted to be taken at a meeting of the shareholders may be taken without ameeting if before or after the action, a written consent (or counterparts thereof)that sets forth the action so taken is signed by shareholders holding at leasta majority of the voting power entitled to vote with respect to the subjectmatter thereof except if a different proportion of voting power is required forsuch an action at a meeting, then that proportion of written consents isrequired. Such consent shall have the same force and effect as a vote of theshareholders and may be stated as such in any document. Action taken under thisSection 12 is effective as of the date the last writing necessary to effect theaction is received by the corporation, unless all of the writings specify adifferent effective date, in which case such specified date shall be theeffective date for such action.

 

Any shareholder who has signed a writing describing and consenting toaction taken pursuant to this Section 11 may revoke such consent by a writingsigned by the shareholder describing the action and stating that theshareholder’s prior consent thereto is revoked, if such writing is received bythe corporation before the effectiveness of the action.

 

In no instance where action is authorized by written consent need ameeting of shareholders be called or notice given.

 

**Section12****.Meetings by Telecommunication**. Any or all of the shareholders mayparticipate in an annual or special shareholders’ meeting by, or the meetingmay be conducted through the use of, any means of communication by which allpersons participating in the meeting may hear each other during the meeting. Ashareholder participating in a meeting by this means is deemed to be present inperson at the meeting.

 

### **ARTICLE III**

**Board of Directors**

 

**Section 1. GeneralPowers**.All corporate powers shall be exercised by or under the authority of, and thebusiness and affairs of the corporation shall be managed under the directionof, its board of directors, except as otherwise provided in the Nevada GeneralCorporation Law or the articles of incorporation.

 

**Section 2. Number,Qualifications and Tenure**. The number of directorsof the corporation shall be fixed from time to time by the board of directors,within a range of no less than one or more than nine, but no decrease in thenumber of directors shall have the effect of shortening the term of anyincumbent director. A director shall be a natural person who is eighteen yearsof age or older. A director need not be a resident of Nevada or a shareholderof the corporation.

 

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Directors shall be elected at each annual meeting of shareholders. Eachdirector shall hold office until the next annual meeting of shareholdersfollowing his election and thereafter until his successor shall have beenelected and qualified. Directors shall be removed in the manner provided by theNevada General Corporation Law. Any director may be removed by the shareholdersof the voting group that elected the director, with or without cause, at ameeting called for that purpose. The notice of the meeting shall state that thepurpose or one of the purposes of the meeting is removal of the director. Adirector may be removed only if the number of votes cast in favor of removalexceeds the number of votes cast against removal.

 

**Section3. Vacancies**. Any director may resign at anytime by giving written notice to the secretary. Such resignation shall takeeffect at the time the notice is received by the secretary unless the noticespecifies a later effective date. Unless otherwise specified in the notice ofresignation, the corporation’s acceptance of such resignation shall not benecessary to make it effective. Any vacancy on the board of directors may befilled by the affirmative vote of a majority of the shareholders at a specialmeeting called for that purpose or by the board of directors. If the directorsremaining in office constitute fewer than a quorum of the board, the directorsmay fill the vacancy by the affirmative vote of a majority of all the directorsremaining in office. If elected by the directors, the director shall holdoffice until the next annual shareholders’ meeting at which directors areelected. If elected by the shareholders, the director shall hold office for theunexpired term of his predecessor in office; except that, if the director’spredecessor was elected by the directors to fill a vacancy, the directorelected by the shareholders shall hold office for the unexpired term of thelast predecessor elected by the shareholders.

 

**Section4. Regular Meetings**. A regular meeting of theboard of directors shall be held without notice immediately after and at thesame place as the annual meeting of shareholders. The board of directors mayprovide by resolution the time and place, either within or outside Nevada, forthe holding of additional regular meetings without other notice.

 

**Section5. Special Meetings**. Special meetings of theboard of directors may be called by or at the request of the chief executiveofficer, the president or any one  of thedirectors. The person or persons authorized to call special meetings of theboard of directors may fix any place, either within or outside Nevada, as theplace for holding any special meeting of the board of directors called by them.

 

**Section6. Notice**. Notice of the date, time and placeof any special meeting shall be given to each director at least two days priorto the meeting by written notice either personally delivered or mailed to eachdirector at his business address, or by notice transmitted by private courier,, electronically transmitted facsimile or other form of electronic transmission.. If mailed, such notice shall be deemed to be given and to be effective on theearlier of (i) five days after such notice is deposited in the United Statesmail, properly addressed, with first class postage prepaid, or (ii) the dateshown on the return receipt, if mailed by registered or certified mail returnreceipt requested, provided that the return receipt is signed by the directorto whom the notice is addressed. If notice is given by telex, electronicallytransmitted facsimile or other similar form of electronic transmission, suchnotice shall be deemed to be given and to be effective when sent.

 

A director may waive notice of a meeting before or after the time anddate of the meeting by a writing signed by such director or by transmission ofan electronic record. Such waiver shall be delivered to the secretary forfiling with the corporate records, but such delivery and filing shall not beconditions to the effectiveness of the waiver. Further, a director’s attendance at or participation in a meeting waivesany required notice to him of the meeting unless at the beginning of themeeting, or promptly upon his later arrival, the director objects to holdingthe meeting or transacting business at the meeting because of lack of notice ordefective notice and does not thereafter vote for or assent to action taken atthe meeting. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the board of directors need be specified in thenotice or waiver of notice of such meeting.

 

**Section7. Quorum****.**A majority of the number of directors fixed by the board of directors pursuantto Article III, Section 2 or, if no number is fixed, a majority of the numberin office immediately before the

 

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meeting begins, shall constitute a quorum for the transaction ofbusiness at any meeting of the board of directors.

 

**Section8. Manner of****Acting**. The act of the majority of the directors presentat a meeting at which a quorum is present shall be the act of the board ofdirectors.

 

**Section9. Compensation**. By resolution of the board ofdirectors, any director may be paid any one or more of the following: hisexpenses, if any, of attendance at meetings, a fixed sum for attendance at eachmeeting, a stated salary as director, or such other compensation as thecorporation and the director may reasonably agree upon. No such payment shallpreclude any director from serving the corporation in any other capacity andreceiving compensation therefor.

 

**Section 10. Presumption of Assent****.** A director of the corporation who ispresent at a meeting of the board of directors or committee of the board atwhich action on any corporate matter is taken shall be presumed to haveassented to all action taken at the meeting unless (i) the director objects atthe beginning of the meeting, or promptly upon his arrival, to the holding ofthe meeting or the transaction of business at the meeting and does notthereafter vote for or assent to any action taken at the meeting, (ii) thedirector contemporaneously requests that his dissent or abstention as to anyspecific action taken be entered in the minutes of the meeting, or (iii) thedirector causes written notice of his dissent or abstention as to any specificaction to be received by the presiding officer of the meeting before itsadjournment or by the secretary promptly after the adjournment of the meeting.A director may dissent to a specific action at a meeting, while assenting toothers. The right to dissent to a specific action taken at a meeting of theboard of directors or a committee of the board shall not be available to adirector who voted in favor of such action.

 

**Section11. Committees**. By resolution adopted by amajority of all the directors in office when the action is taken, the board ofdirectors may designate from among its members an executive committee and oneor more other committees, and appoint one or more members of the board ofdirectors to serve on them. To the extent provided in the resolution, eachcommittee shall have all the authority of the board of directors, except thatno such committee shall have the authority to (i) authorize distributions, (ii)approve or propose to shareholders actions or proposals required by the NevadaGeneral Corporation Law to be approved by shareholders, (iii) fill vacancies onthe board of directors or any committee thereof, (iv) amend articles ofincorporation, (v) adopt, amend or repeal the bylaws, (vi) approve a plan ofmerger not requiring shareholder approval, (vii) authorize or approve thereacquisition of shares unless pursuant to a formula or method prescribed bythe board of directors, or (viii) authorize or approve the issuance or sale ofshares, or contract for the sale of shares or determine the designations andrelative rights, preferences and limitations of a class or series of shares,except that the board of directors may authorize a committee or officer to doso within limits specifically prescribed by the board of directors. Thecommittee shall then have full power within the limits set by the board ofdirectors to adopt any final resolution setting forth all preferences,limitations and relative rights of such class or series and to authorize anamendment of the articles of incorporation stating the preferences, limitationsand relative rights of a class or series for filing with the Secretary of Stateunder the Nevada General Corporation Law.

 

Sections 4, 5, 6, 7, 8 or 12 of Article III, which govern meetings,notice, waiver of notice, quorum, voting requirements and action without ameeting of the board of directors, shall apply to committees and their membersappointed under this Section 11.

 

Neither the designation of any such committee, the delegation ofauthority to such committee, nor any action by such committee pursuant to itsauthority shall alone constitute compliance by any member of the board ofdirectors or a member of the committee in question with his responsibility toconform to the standard of care set forth in Article III, Section 14 of thesebylaws.

 

**Section 12. Informal Action by Directors**.Any action required or permitted to be taken at a meeting of the directors orany committee designated by the board of directors may be taken without ameeting if a written consent (or counterparts thereof) that sets forth theaction so taken is signed by all of the directors entitled to vote with respectto the action taken. Such consent shall have the same force and effect as a

 

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unanimous vote of the directors or committee members and may be statedas such in any document. Unless the consent specifies a different effectivetime or date, action taken under this Section 12 is effective at the time ordate the last director signs a writing describing the action taken, unless,before such time, any director has revoked his consent by a writing signed bythe director and received by the president or the secretary of the corporation.

 

**Section 13. Telephonic Meetings**.The board of directors may permit any director (or any member of a committeedesignated by the board) to participate in a regular or special meeting of theboard of directors or a committee thereof through the use of any means ofcommunication by which all directors participating in the meeting can hear eachother during the meeting. A director participating in a meeting in this manneris deemed to be present in person at the meeting.

 

**Section14. Standard of Care**. A director shall performhis duties as a director, including without limitation his duties as a memberof any committee of the board, in good faith, in a manner he reasonablybelieves to be in the best interests of the corporation, and with the care anordinarily prudent person in a like position would exercise under similarcircumstances. In performing his duties, a director shall be entitled to relyon information, opinions, reports or statements, including financial statementsand other financial data, in each case prepared or presented by the personsherein designated. However, he shall not be considered to be acting in goodfaith if he has knowledge concerning the matter in question that would causesuch reliance to be unwarranted. A director shall not be liable to thecorporation or its shareholders for any action he takes or omits to take as adirector if, in connection with such action or omission, he performs his dutiesin compliance with this Section 14.

 

The designated persons on whom a director is entitled to rely are (i)one or more officers or employees of the corporation whom the director reasonablybelieves to be reliable and competent in the matters presented, (ii) legalcounsel, public accountant, or other person as to matters which the directorreasonably believes to be within such person’s professional or expertcompetence, or (iii) a committee of the board of directors on which thedirector does not serve if the director reasonably believes the committeemerits confidence.

 

**ARTICLE IV**

**Officers and Agents**

 

**Section1. General**. The officers of the corporationshall be a president, a secretary and a treasurer, and may also include achairman of the board, chief executive officer, chief operating officer, chieffinancial officer, controller, and one or more vice presidents, each of whichofficer shall be appointed by the board of directors and shall be a naturalperson eighteen years of age or older. One person may hold more than oneoffice. The board of directors or an officer or officers so authorized by theboard may appoint such other officers, assistant officers, committees andagents, including assistant secretaries and assistant treasurers, as they mayconsider necessary. Except as expressly prescribed by these bylaws, the boardof directors or the officer or officers authorized by the board shall from timeto time determine the procedure for the appointment of officers, theirauthority and duties and their compensation, provided that the board ofdirectors may change the authority, duties and compensation of any officer whois not appointed by the board.

 

**Section2. Appointment and****Term of Office**. The officers of thecorporation to be appointed by the board of directors shall be appointed ateach annual meeting of the board held after each annual meeting of theshareholders. If the appointment of officers is not made at such meeting or ifan officer or officers are to be appointed by another officer or officers ofthe corporation, such appointments shall be made as determined by the board ofdirectors or the appointing person or persons. Each officer shall hold officeuntil the first of the following occurs: his successor shall have been dulyappointed and qualified, his death, his resignation, or his removal in themanner provided in Section 3.

 

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**Section3. Resignation****and Removal**. An officer may resign at any time by givingwritten notice of resignation to the president, secretary or other person whoappoints such officer. The resignation is effective when the notice is receivedby the corporation unless the notice specifies a later effective date.

 

Any officer or agent may be removed at any time with or without causeby the board of directors or an officer or officers authorized by the board.Such removal does not affect the contract rights, if any, of the corporation orof the person so removed. The appointment of an officer or agent shall not initself create contract rights.

 

**Section4. Vacancies****.** A vacancy in any office, however occurring, may befilled by the board of directors, or by the officer or officers authorized bythe board, for the unexpired portion of the officer’s term. If an officerresigns and his resignation is made effective at a later date, the board ofdirectors, or officer or officers authorized by the board, may permit theofficer to remain in office until the effective date and may fill the pendingvacancy before the effective date if the board of directors or officer orofficers authorized by the board provide that the successor shall not takeoffice until the effective date. In the alternative, the board of directors, orofficer or officers authorized by the board of directors, may remove theofficer at any time before the effective date and may fill the resultingvacancy.

 

**Section 5. Chairman of****the Board; Vice Chairman of the Board.**  The chairman of the board shall have thepower to preside at all meetings of the board of directors and shall have suchother powers and duties as provided in these bylaws and as the board ofdirectors may from time to time prescribe. In the absence or upon the disability of the chairman of the board, thevice chairman of the board shall have all of the powers of the chairman of theboard as provided in these bylaws, and shall have such other powers as theboard of directors may from time to time prescribe.

 

**Section 6. Chief Executive****Officer****.**The chief executive officer (“CEO”), ifany, shall preside at all meetings of shareholders, and the CEO shall alsopreside at all meetings of the board of directors unless the board of directorshas appointed a chairman, vice chairman or other officer of the board and hasauthorized such person to preside at meetings of the board of directors.  Subject to the direction and control of theboard of directors, the CEO shall be the chief executive officer of thecorporation and as such shall have general and active management of thebusiness of the corporation and shall see that all orders and resolutions ofthe board of directors are carried into effect. The CEO may negotiate, enter into and execute contracts, deeds and otherinstruments on behalf of the corporation as are necessary or appropriate to theconduct of the business and affairs of the corporation or as are approved bythe board of directors.  The CEO shallhave such additional authority and duties as are appropriate and customary forthe office of chief executive officer, except as the same may be expanded orlimited by the board of directors from time to time.

 

**Section 7. President**.   The president shall be the officer nextin seniority to the CEO.  In the absenceof a CEO, the president shall be the chief executive officer and, in additionto the duties of president, shall perform the duties of the CEO.  Subject to the direction and control of theboard of directors and the CEO, if any, the president shall be the officer ofthe corporation charged with active management of the operations of thecorporation and shall see that all orders and resolutions of the board ofdirectors and the CEO, if any, are carried into effect.  The president may negotiate, enter into andexecute contracts, deeds and other instruments on behalf of the corporation asare necessary or appropriate to conduct the business and affairs of thecorporation, or as are approved by the board of directors.  The president shall have such additionalauthority and duties as are appropriate and customary for the office ofpresident, except as the same may be expanded or limited by the board ofdirectors or CEO, if any, from time to time.

 

**Section8. Chief Operating****Officer.** The chief operating officer,shall manage the day-to-day activities of the corporation.  Thechief operating officer shall have such additional authority and duties as areappropriate and customary for the office of chief operating officer, except asthe same may be expanded or limited by the board of directors, the CEO, orpresident, from time to time.

 

**Section9. Vice****Presidents**.The vice presidents shall assist the CEO, the president, and the chiefoperating officer and shall perform such duties as may be assigned to them bythe CEO, the president or by the board

 

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of directors. In the absence of the president, the vice president, ifany (or, if more than one, the vice presidents in the order designated by theboard of directors, or if the board makes no such designation, then the vicepresident designated by the president, or if neither the board nor thepresident makes any such designation, the senior vice president as determinedby first election to that office), shall have the powers and perform the dutiesof the president.

 

**Section10. Secretary**. The secretary shall (i) prepareand maintain as permanent records the minutes of the proceedings of theshareholders and the board of directors, a record of all actions taken by theshareholders or board of directors without a meeting, a record of all actionstaken by a committee of the board of directors in place of the board ofdirectors on behalf of the corporation, and a record of all waivers of noticeof meetings of shareholders and of the board of directors or any committeethereof, (ii) see that all notices are duly given in accordance with theprovisions of these bylaws and as required by law, (iii) serve as custodian ofthe corporate records and of the seal of the corporation and affix the seal toall documents when authorized by the board of directors, (iv) keep at thecorporation’s registered office or principal place of business a recordcontaining the names and addresses of all shareholders in a form that permitspreparation of a list of shareholders arranged by voting group and by class orseries of shares within each voting group, that is alphabetical within eachclass or series and that shows the address of, and the number of shares of eachclass or series held by, each shareholder, unless such a record shall be keptat the office of the corporation’s transfer agent or registrar, (v) maintain atthe corporation’s principal office the originals or copies of the corporation’sarticles of incorporation, bylaws, minutes of all shareholders’ meetings andrecords of all action taken by shareholders without a meeting for the pastthree years, all written communications within the past three years toshareholders as a group or to the holders of any class or series of shares as agroup, a list of the names and business addresses of the current directors andofficers, a copy of the corporation’s most recent corporate report filed withthe Secretary of State, and financial statements showing in reasonable detailthe corporation’s assets and liabilities and results of operations for the lastthree years, (vi) have general charge of the stock transfer books of thecorporation, unless the corporation has a transfer agent, (vii) authenticaterecords of the corporation, and (viii) in general, perform all duties incidentto the office of secretary and such other duties as from time to time may beassigned to him by the CEO, the president or by the board of directors.Assistant secretaries, if any, shall have the same duties and powers, subjectto supervision by the secretary. The directors and/or shareholders may howeverrespectively designate a person other than the secretary or assistant secretaryto keep the minutes of their respective meetings.

 

Any books, records, or minutes of the corporation may be in writtenform or in any form capable of being converted into written form within areasonable time.

 

**Section11. Chief Financial****Officer and Treasurer**. The chieffinancial officer shall be the principal financial officer of the corporation,shall have the care and custody of all funds, securities, evidences ofindebtedness and other personal property of the corporation and shall depositthe same in accordance with the instructions of the board of directors. Subjectto the limits imposed by the board of directors, he shall receive and givereceipts and acquittances for money paid in on account of the corporation, andshall pay out of the corporation’s funds on hand all bills, payrolls and otherjust debts of the corporation of whatever nature upon maturity. He shallperform all other duties incident to the office of the chief financial officerand, upon request of the board, shall make such reports to it as may berequired at any time. He shall, if required by the board, give the corporationa bond in such sums and with such sureties as shall be satisfactory to theboard, conditioned upon the faithful performance of his duties and for therestoration to the corporation of all books, papers, vouchers, money and otherproperty of whatever kind in his possession or under his control belonging tothe corporation. He shall have such other powers and perform such other dutiesas may from time to time be prescribed by the board of directors or thepresident. The treasurer, and assistant treasurers, if any, shall have the samepowers and duties, subject to the supervision of the chief financial officer.

 

The chief financial officer shall also be the principal accountingofficer of the corporation. He shall prescribe and maintain the methods andsystems of accounting to be followed, keep complete books and records ofaccount as required by the Nevada General Corporation Law, prepare and file alllocal, state and federal tax returns, prescribe and maintain an adequate systemof internal audit and prepare and furnish to

 

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the CEO, the president and the board of directors statements of accountshowing the financial position of the corporation and the results of itsoperations.

 

#### **ARTICLE V**

### **Stock**

### ** **

**Section1. Certificates**. The board of directors shallbe authorized to issue any of its classes of shares with or withoutcertificates. The fact that the shares are not represented by certificatesshall have no effect on the rights and obligations of shareholders. If theshares are-represented by certificates, such shares shall be represented byconsecutively numbered certificates signed, either manually or by facsimile, inthe name of the corporation by the president. In case any officer who hassigned or whose facsimile signature has been placed upon such certificate shallhave ceased to be such officer before such certificate is issued, suchcertificate may nonetheless be issued by the corporation with the same effectas if he were such officer at the date of its issue. All certificates shall beconsecutively numbered, and the names of the owners, the number of shares, andthe date of issue shall be entered on the books of the corporation. Eachcertificate representing shares shall state upon its face:

 

(i)                                     That thecorporation is organized under the laws of Nevada;

(ii)                                  The name of theperson to whom issued;

(iii)                               The number and class ofthe shares and the designation of the series, if any, that the certificaterepresents;

(iv)                              The par value, if any, ofeach share represented by the certificate;

(v)                                 Any restrictions imposedby the corporation upon the transfer of the shares represented by thecertificate.

 

If shares are not represented by certificates, within a reasonable timefollowing the issue or transfer of such shares, the corporation shall send theshareholder a complete written statement of all of the information required tobe provided to holders of uncertificated shares by the Nevada GeneralCorporation Law.

 

**Section 2. Consideration for Shares**.Certificated or uncertificated shares shall not be issued until the sharesrepresented thereby are fully paid. The board of directors may authorize theissuance of shares for consideration consisting of any tangible or intangibleproperty or benefit to the corporation, including cash, promissory notes,services performed, contracts for services to be performed, or other securitiesof the corporation.   The corporation mayplace in escrow shares issued for a contract for future services or benefits ora promissory note, or make any other arrangements to restrict the transfer ofthe shares.  The corporation may creditdistributions made for the shares against their purchase price until theservices are performed, the benefits are received or the promissory note ispaid.  If the services are not performed,the benefits are not received or the promissory note is not paid, the sharesescrowed or restricted and the distributions credited may be cancelled in wholeor in part.

 

**Section 3. Lost Certificates**.In case of the alleged loss, destruction or mutilation of a certificate ofstock, the board of directors may direct the issuance of a new certificate inlieu thereof upon such terms and conditions in conformity with law as the boardmay prescribe. The board of directors may in its discretion require anaffidavit of lost certificate and/or a bond in such form and amount and withsuch surety as it may determine before issuing a new certificate.

 

**Section 4. Transfer of Shares**.Upon surrender to the corporation or to a transfer agent of the corporation ofa certificate of stock duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, and receipt of suchdocumentary stamps as may be required by law and evidence of compliance withall applicable securities laws and other restrictions, the corporation shallissue a new certificate to the person entitled thereto, and cancel the oldcertificate. Every such transfer of stock shall be entered on the stock booksof the corporation which shall be kept at its principal office or by the personand at the place designated by the board of directors.

 

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Except as otherwise expressly provided in Article II, Sections 6 and10, and except for the assertion of dissenters’ rights to the extent providedin Article 113 of the Nevada General Corporation Law, the corporation shall beentitled to treat the registered holder of any shares of the corporation as theowner thereof for all purposes, and the corporation shall not be bound torecognize any equitable or other claim to, or interest in, such shares orrights deriving from such shares on the part of any person other than theregistered holder, including without limitation any purchaser, assignee ortransferee of such shares or rights deriving from such shares, unless and untilsuch other person becomes the registered holder of such shares, whether or notthe corporation shall have either actual or constructive notice of the claimedinterest of such other person.

 

**Section 5. Transfer Agent, Registrars andPaying Agents**. The board may at its discretionappoint one or more transfer agents, registrars and agents for making paymentupon any class of stock, bond, debenture or other security of the corporation.Such agents and registrars may be located either within or outside Nevada. Theyshall have such rights and duties and shall be entitled to such compensation asmay be agreed.

 

**ARTICLE VI**

### **Indemnification of Certain Persons**

### ** **

**Section1. Indemnification**. For purposes of ArticleVI, a “Proper Person” means any person (including the estate or personalrepresentative of a director) who was or is a party or is threatened to be madea party to any threatened, pending, or completed action, suit or proceeding,whether civil, criminal, administrative or investigative, and whether formal orinformal, by reason of the fact that he is or was a director, officer,employee, fiduciary or agent of the corporation, or is or was serving at therequest of the corporation as a director, officer, partner, trustee, employee,fiduciary or agent of any foreign or domestic profit or nonprofit corporationor of any partnership, joint venture, trust, profit or nonprofit unincorporatedassociation, limited liability company, or other enterprise or employee benefitplan. The corporation shall indemnify any Proper Person against reasonablyincurred expenses (including attorneys’ fees), judgments, penalties, fines(including any excise tax assessed with respect to an employee benefit plan)and amounts paid in settlement reasonably incurred by him in connection withsuch action, suit or proceeding if it is determined by the groups set forth inSection 4 of this Article that he conducted himself in good faith and that hereasonably believed (i) in the case of conduct in his official capacity withthe corporation, that his conduct was in the corporation’s best interests, or(ii) in all other cases (except criminal cases), that his conduct was at leastnot opposed to the corporation’s best interests, or (iii) in the case of anycriminal proceeding, that he had no reasonable cause to believe his conduct wasunlawful. Official capacity means, when used with respect to a director, theoffice of director and, when used with respect to any other Proper Person, theoffice in a corporation held by the officer or the employment, fiduciary oragency relationship undertaken by the employee, fiduciary, or agent on behalfof the corporation. Official capacity does not include service for any otherdomestic or foreign corporation or other person or employee benefit plan.

 

A director’s conduct with respect to an employee benefit plan for apurpose the director reasonably believed to be in the interests of theparticipants in or beneficiaries of the plan is conduct that satisfies therequirement in (ii) of this Section 1. A director’s conduct with respect to anemployee benefit plan for a purpose that the director did not reasonablybelieve to be in the interests of the participants in or beneficiaries of theplan shall be deemed not to satisfy the requirement of this section that heconduct himself in good faith.

 

No indemnification shall be made under this Article VI to a ProperPerson with respect to any claim, issue or matter in connection with aproceeding by or in the right of a corporation in which the Proper Person wasadjudged liable to the corporation or in connection with any proceedingcharging that the Proper Person derived an improper personal benefit, whetheror not involving action in an official capacity, in which he was adjudgedliable on the basis that he derived an improper personal benefit. Further,indemnification under this section in connection with a proceeding brought byor in the right of the corporation shall be limited to reasonable expenses,including attorneys’ fees, incurred in connection with the proceeding.

 

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**Section2. Right to****Indemnification**. The corporation shall indemnify anyProper Person who was wholly successful, on the merits or otherwise, in defenseof any action, suit, or proceeding as to which he was entitled toindemnification under Section 1 of this Article VI against expenses (includingattorneys’ fees) reasonably incurred by him in connection with the proceedingwithout the necessity of any action by the corporation other than the determinationin good faith that the defense has been wholly successful.

 

**Section 3. Effect of Termination****of Action**. The termination of anyaction, suit or proceeding by judgment, order, settlement or conviction, orupon a plea of nolo contendere or its equivalent shall not of itself create apresumption that the person seeking indemnification did not meet the standardsof conduct described in Section 1 of this Article VI. Entry of a judgment byconsent as part of a settlement shall not be deemed an adjudication ofliability, as described in Section 2 of this Article VI.

 

**Section 4. Groups Authorized****to Make Indemnification Determination**.Except where there is a right to indemnification as set forth in Sections 1 or2 of this Article or where indemnification is ordered by a court in Section 5,any indemnification shall be made by the corporation only as determined in thespecific case by a proper group that indemnification of the Proper Person ispermissible under the circumstances because he has met the applicable standardsof conduct set forth in Section 1 of this Article. This determination shall bemade by the board of directors by a majority vote of those present at a meetingat which a quorum is present, which quorum shall consist of directors notparties to the proceeding (“Quorum”). If a Quorum cannot be obtained, thedetermination shall be made by a majority vote of a committee of the board ofdirectors designated by the board, which committee shall consist of two or moredirectors not parties to the proceeding, except that directors who are partiesto the proceeding may participate in the designation of directors for thecommittee. If a Quorum of the board of directors cannot be obtained and thecommittee cannot be established, or even if a Quorum is obtained or thecommittee is designated and a majority of the directors constituting suchQuorum or committee so directs, the determination shall be made by (i)independent legal counsel selected by a vote of the board of directors or thecommittee in the manner specified in this Section 4 or, if a Quorum of the fullboard of directors cannot be obtained and a committee cannot be established, byindependent legal counsel selected by a majority vote of the full board(including directors who are parties to the action) or (ii) a vote of theshareholders.

 

Authorization of indemnification and advance of expenses shall be madein the same manner as the determination that indemnification or advance ofexpenses is permissible except that, if the determination that indemnificationor advance of expenses is permissible is made by independent legal counsel,authorization of indemnification and advance of expenses shall be made by thebody that selected such counsel.

 

**Section5. Court-Ordered****Indemnification**. Any Proper Person may apply for indemni-fication to the court conducting the proceeding or to another court ofcompetent jurisdiction for mandatory indemnification under Section 2 of thisArticle, including indemnification for reasonable expenses incurred to obtain court-orderedindemnification. If a court determines that the Proper Person is entitled toindemnification under Section 2 of this Article, the court shall orderindemnification, including the Proper Person’s reasonable expenses incurred toobtain court-ordered indemnification. If the court determines that such ProperPerson is fairly and reasonably entitled to indemnification in view of all therelevant circumstances, whether or not he met the standards of conduct setforth in Section 1 of this Article or was adjudged liable in the proceeding,the court may order such indemnification as the court deems proper except thatif the Proper Person has been adjudged liable, indemnification shall be limitedto reasonable expenses incurred in connection with the proceeding andreasonable expenses incurred to obtain court-ordered indemnification.

 

**Section6. Advance of****Expenses.** Reasonable expenses (including attorneys’ fees)incurred in defending an action, suit or proceeding as described in Section 1may be paid by the corporation to any Proper Person in advance of the finaldisposition of such action, suit or proceeding upon receipt of (i) a writtenaffirmation of such Proper Person’s good faith belief that he has met thestandards of conduct prescribed by Section 1 of this Article VI, (ii) a writtenundertaking, executed personally or on the Proper Person’s behalf, to repaysuch advances if it is ultimately determined that he did not meet theprescribed standards of conduct (the

 

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undertaking shall be an unlimited general obligation of the ProperPerson but need not be secured and may be accepted without reference tofinancial ability to make repayment), and (iii) a determination is made by theproper group (as described in Section 4 of this Article VI) that the facts asthen known to the group would not preclude indemnification. Determination andauthorization of payments shall be made in the same manner specified in Section4 of this Article VI.

 

**Section 7. Additional Indemnification to****Certain Persons Other Than Directors**.In addition to the indemnification provided to officers, employees, fiduciariesor agents because of their status as Proper Persons under this Article, thecorporation may also indemnify and advance expenses to them if they are notdirectors of the corporation to a greater extent than is provided in thesebylaws, if not inconsistent with public policy, and if provided for by generalor specific action of its board of directors or shareholders or by contract.

 

**Section8. Witness****Expenses.** The sections of this Article VI do not limit thecorporation’s authority to pay or reimburse expenses incurred by a director inconnection with an appearance as a witness in a proceeding at a time when hehas not been made or named as a defendant or respondent in the proceeding.

 

**Section9. Report to****Shareholders**. Any indemnification of or advance ofexpenses to a director in accordance with this Article VI, if arising out of aproceeding by or on behalf of the corporation, shall be reported in writing tothe shareholders with or before the notice of the next shareholders’ meeting.If the next shareholder action is taken without a meeting at the instigation ofthe board of directors, such notice shall be given to the shareholders at orbefore the time the first shareholder signs a writing consenting to suchaction.

 

**ARTICLE VII**

### **Provisions of Insurance**

### ** **

**Section 1. Provision of Insurance**.By action of the board of directors, notwithstanding any interest of thedirectors in the action, the corporation may purchase and maintain insurance,in such scope and amounts as the board of directors deems appropriate, onbehalf of any person who is or was a director, officer, employee, fiduciary oragent of the corporation, or who, while a director, officer, employee,fiduciary or agent of the corporation, is or was serving at the request of thecorporation as a director, officer, partner, trustee, employee, fiduciary oragent of any other foreign or domestic profit or nonprofit corporation or ofany partnership, joint venture, trust, profit or nonprofit unincorporatedassociation, limited liability company, other enterprise or employee benefitplan, against any liability asserted against, or incurred by, him in thatcapacity or arising out of his status as such, whether or not the corporationwould have the power to indemnify him against such liability under theprovisions of Article VI or applicable law. Any such insurance may be procuredfrom any insurance company designated by the board of directors of thecorporation, whether such insurance company is formed under the laws of Nevadaor any other jurisdiction of the United States or elsewhere, including anyinsurance company in which the corporation has an equity interest or any other interest,through stock ownership or otherwise.

 

**ARTICLE VIII**

**Miscellaneous**

 

**Section1. Seal**. The board of directors may adopt acorporate seal, which shall be in the form adopted by the board of directors.

 

**Section2. Fiscal Year**. The fiscal year of the corporationshall be as established by the board of directors.

 

**Section3. Amendments**. The board of directors shallhave power, to the maximum extent permitted by the Nevada General CorporationLaw, to make, amend and repeal the bylaws of the corporation at any regular orspecial meeting of the board unless the shareholders, in making, amending orrepealing a particular bylaw, expressly provide that the directors may notamend or repeal such bylaw.  Theshareholders also

 

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shall have the power to make, amend or repeal the bylaws of thecorporation at any annual meeting or at any special meeting called for thatpurpose.

 

**Section 4. Receipt of Notices****by the Corporation**. Notices,shareholder writings consenting to action, and other documents or writingsshall be deemed to have been received by the corporation when they are actuallyreceived: (1) at the registered office of the corporation in Nevada; (2) at theprincipal office of the corporation (as that office is designated in the mostrecent document filed by the corporation with the secretary of state for Nevadadesignating a principal office) addressed to the attention of the secretary ofthe corporation; (3) by the secretary of the corporation wherever the secretarymay be found; or (4) by any other person authorized from time to time by theboard of directors or the president to receive such writings, wherever suchperson is found.

 

**Section5. Gender**. The masculine gender is used inthese bylaws as a matter of convenience only and shall be interpreted toinclude the feminine and neuter genders as the circumstances indicate.

 

**Section6. Conflicts**. In the event of anyirreconcilable conflict between these bylaws and either the corporation’sarticles of incorporation or applicable law, the latter shall control.

 

**Section7. Definitions**. Except as otherwisespecifically provided in these bylaws, all terms used in these bylaws shallhave the same definition as in the Nevada General Corporation Law.

 

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