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**EXHIBIT 3.2**

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**BISHOP EQUITIES, INC.**

**BY-LAWS**

 

ARTICLE I - MEETINGS OF STOCKHOLDERS

 

1. Stockholders' Meetings shall he heldin the office of the corporation, at Carson City, NV, or at such other place or places as the Directors shall from time to timedetermine.

 

2. The annual meeting of the stockholdersof this corporation shall be held at 11 A.M., on the 1st day of June of each year beginning in 1992, at which time there shallbe elected by the stockholders of the corporation a Board of Directors for the ensuing year, and the stockholders shall transactsuch other business as shall properly come before them.

 

3. A notice setting out the time and placeof such annual meeting shall be mailed postage prepaid to each of the stockholders of record, at his address and as the same appearson the stock book of the Company, or if no such address appears, at his last known place of business, at least ten (10) days priorto the annual meeting.

 

4. If a quorum is not present at the annualmeeting, the stockholders present, in person or by proxy, may adjourn to such future time as shall be agreed upon by them, andnotice of such adjournment shall be mailed, postage prepaid, to each stockholder of record at least ten (10) days before such dateto which the meeting was adjourned; but if a quorum is present, they may adjourn from day to day as they see fit, and no noticeof such adjournment need be given.

 

 

5. Special meetings of the stockholdersmay be called at anytime by the President; by all of the directors provided there are no more than three, or if more than three,by any three Directors; or by the holder of a majority share of the capital stock of the corporation. The Secretary shall senda notice of such called meeting to each stockholder of record at least ten (10) days before such meeting, and such notice shallstate the time and place of the meeting, and the object thereof. No business shall be transacted at a special meeting except asstated in the notice to the stockholders, unless by unanimous consent of all stockholders present, either in person or by proxy,all such stock being represented at the meeting.

 

6. A majority of the stock issued and outstanding,either in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders.

 

7. Each stockholder shall be entitled toone vote for each share of stock in his own name on the books of the company, whether represented in person or by proxy.

 

8. All proxies shall be in writing and signed.

 

9. The following order of business shallbe observed at all meetings of the stockholders so far as is practicable:

 

a. Call the roll;

b. Reading, correcting, and approving ofthe minutes of the previous meeting;

c. Reports of officers;

d. Reports or Committees;

e. Election of Directors;

f. Unfinished business; and

g. New business.

 

 

ARTICLE II - STOCK

 

1. Certificates of stock shall be in a formadopted by the Board of Directors and shall be signed by the President and Secretary of the Corporation.

 

2. All certificates shall be consecutivelynumbered; the name of the person owning the shares represented thereby, with the number of such shares and the date of issue shallbe entered on the company's books.

 

3. All certificates of stock transferredby endorsement thereon shall be surrendered by cancellation and new certificates issued to the purchaser or assignee.

 

 

ARTICLE III - DIRECTORS

 

1. A Board of Directors, consisting of atleast one (1) person shall be chosen annually by the stockholders at their meeting to manage the affairs of the company. The Directors'term of office shall be one (1) year, and Directors may be re-elected for successive annual terms.

 

2. Vacancies on the board of Directors byreason of death, resignation or other causes shall be filled by the remaining Director or Directors choosing a Director or Directorsto fill the unexpired term.

 

3. Regular meetings of the Board of Directorsshall be held at 1 P.M., on the 1st day of June of each year beginning in 1992 at the office of the company at Carson City, NV,or at such other time or place as the Board of Directors shall by resolution appoint; special meetings may be called by the Presidentor any Director giving ten (10) days notice to each Director. Special meetings may also be called by execution of the appropriatewaiver of notice and call when executed by a majority of the Directors of the company. A majority of the Directors shall constitutea quorum.

 

 

 

4. The Directors shall have the generalmanagement and control of the business and affairs of the company and shall exercise all the powers that may be exercised or performedby the corporation, under the statutes, the certificates of incorporation, and the By-Laws. Such management will be by equal voteof each member of the Board of Directors with each Board member having an equal vote.

 

5. A resolution, in writing, signed by allor a majority of the members of the Board of Directors, shall constitute action by the Board of Directors to effect therein expressed,with the same force and effect as though such resolution had been passed at a duly convened meeting; and it shall be the duty ofthe Secretary of record every such resolution in the Minute Book or the corporation under its proper date.

 

ARTICLE IV - OFFICERS

 

1. The officers of this company shall consistof: a President, one or more Vice Presidents, Secretary, Treasurer, Resident Agent, and such other officers as shall, from timeto time, be elected or appointed by the Board of Directors.

 

2. The PRESIDENT shall preside at all meetingsof the Directors and the Stockholders and shall have general charge and control over the affairs of the corporation subject tothe Board of Directors. He shall sign or countersign all certificates, contracts and other instruments of the corporation as authorizedby the Board of Directors and shall perform all such other duties as are incident to his office or are required by him by the Boardof Directors.

 

3. The VICE PRESIDENT shall exercise thefunctions of the President during the absence or disability of the President and shall have such powers and such duties as maybe assigned to him from time to time by the Board of Directors.

 

 

 

4. The SECRETARY shall issue notices forall meetings as required by the By-Laws, shall keep a record of the minutes of the proceedings of the meetings of the Stockholdersand Directors, shall have charge of the corporate books, and shall make such reports and perform such other duties as are incidentto his office, or properly required of him by the Board of Directors. He shall be responsible that the corporation complies withSection 78.105 of the Nevada Corporation Laws and supplies to the Nevada Resident Agent or Principal Office in Nevada, any andall amendments to the Corporation's Articles of Incorporation and any and all amendments or changes to the By-Laws of the Corporation.In compliance with Section 78.105, he will also supply to the Nevada Resident Agent or Principal Office in Nevada, and maintain,a current statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and completePost Office address, including street and number, if any, where such stock ledger or duplicate stock ledger specified in the sectionis kept.

 

5. The TREASURER shall have the custodyof all monies and securities of the corporation and shall keep regular books of account. He shall disburse the funds of the corporationin payment of the just demands against the corporation, or as may be ordered by the Board of Directors, making proper vouchersfor such disbursements and shall render to the Board of Directors, from time to time, as may be required of him, an account ofall his transactions as Treasurer and of the financial condition of the corporation. He shall perform all duties incident to hisoffice or which are properly required of him by the Board of Directors.

 

6. The RESIDENT AGENT shall be in chargeof the corporation's registered office in the State of Nevada, upon whom process against the corporation may be served and shallperform all duties required of him by statute.

 

 

 

7. The salaries of all officers shall befixed by the Board of Directors and may be changed from time to time by a majority vote of the Board.

 

8. Each of such officers shall serve fora term of one (1) year or until their successors are chosen and qualified. Officers may be re-elected or appointed for successiveannual terms.

 

9. The Board of Directors may appoint suchother officers and agents, as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercisesuch powers and perform such duties as shall be determined from time to time by the Board of Directors.

 

 

ARTICLE V - INDEMNIFICATION OF OFFICERS AND DIRECTORS

 

1. The corporation shall indemnify any andall of its Directors and Officers, and its former Directors and Officers, or any person who may have served at the Corporationsrequest as a Director or Officer of another corporation in which it owns shares of capital stock or of which it is a creditor,against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding inwhich they, or any of them, are made parties, or a party, by reason of being or having been Director(s) or Officer(s) of the corporation,or of such other corporation, except, in relation to matters as to which any such Director or Officer or former Director or Officeror person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance ofduty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, underBy-Law, agreement, vote of stockholders or otherwise.

 

 

 

ARTICLE VI - AMENDMENTS

 

1. Any of these By-Laws may be amended bya majority vote of the stockholders at any annual meeting or at any special meeting called for that purpose.

 

2. The Board of Directors may amend theBy-Laws or adopt additional By-laws, but shall not alter or repeal any By-Laws adopted by the stockholders of the company.

 

 

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CERTIFIED TO BE THE BY-LAWS OF:

BISHOP EQUITIES, INC.

 

 

BY: /s/ Maureen Abato

Secretary

 

 

 

 

**FIRST AMENDMENT**

**TO**

**BY-LAWS**

**OF**

**AETHLON MEDICAL, INC.**

 

Effective as of July 24, 2012, Section 1of Article III of the By-laws of Aethlon Medical, Inc. (the “Corporation”) hereby is amended and restated in its entiretyas follows:

 

“ 1. The number of Directors constituting the Boardof Directors shall be no less than one (1) and shall be fixed by resolution of the Board of Directors from time to time. The Directors’term of office shall be one (1) year, and Directors may be re-elected for successive annual terms.”

 

I hereby certify that (a) I am the dulyelected and acting Secretary of the Corporation, and (b) the foregoing amendment was duly adopted by resolution of the Board ofDirectors of the Corporation on July 24, 2012.

 

IN WITNESS WHEREOF, I have hereunto subscribed my name as ofJuly 24, 2012.

 

    

    

 

 

 

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