BYLAWS

 

OF

 

AFV RESEARCH, INC.,

a Nevada corporation

 

 

ARTICLE I

 

OFFICES

 

Section 1. PRINCIPAL OFFICES. The principal office shall be in the City of Las Vegas,County of Clark, State of Nevada.

 

Section 2. OTHEROFFICES. The board of directors may at any time establish branch orsubordinate offices at any place or places where the corporation is qualified todo business.

 

ARTICLE II

MEETINGS OFSTOCKHOLDERS

 

Section 1. PLACEOF MEETINGS. Meetings of stockholders shall be held at any place within orwithout the State of Nevada designated by the board of directors. In the absenceof any such designation, stockholders' meetings shall be held at the principalexecutive office of the corporation.

 

Section 2. ANNUALMEETINGS. The annual meetings of stockholders shall be held at a date andtime designated by the board of directors. (At such meetings, directors shall beelected and any other proper business may be transacted by a plurality vote ofstockholders.)

 

Section 3. SPECIALMEETINGS. A special meeting of the stockholders, for any purpose or purposeswhatsoever, unless prescribed by statute or by the articles of incorporation,may be called at any time by the president and shall be called by the presidentor secretary at the request in writing of a majority of the board of directors,or at the request in writing of stockholders holding shares in the aggregateentitled to cast not less than a majority of the votes at any such meeting.

 

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The request shall bein writing, specifying the time of such meeting, the place where it is to beheld and the general nature of the business proposed to be transacted, and shallbe delivered personally or sent by registered mail or by telegraphic or otherfacsimile transmission to the chairman of the board, the president, any vicepresident or the secretary of the corporation. The officer receiving suchrequest forthwith shall cause notice to be given to the stockholders entitled tovote, in accordance with the provisions of Sections 4 and 5 of this Article II,that a meeting will be held at the time requested by the person or personscalling the meeting, not less than thirty-five (35) nor more than sixty (60)days after the receipt of the request. If the notice is not given within twenty(20) days after receipt of the request, the person or persons requesting themeeting may give the notice. Nothing contained in this paragraph of this Section3 shall be construed as limiting, fixing or affecting the time when a meeting ofstockholders called by action of the board of directors may be held.

 

Section 4. NOTICEOF STOCKHOLDERS' MEETINGS. All notices of meetings of stockholders shall besent or otherwise given in accordance with Section 5 of this Article II not lessthan ten (10) nor more than sixty (60) days before the date of the meeting beingnoticed. The notice shall specify the place, date and hour of the meeting and (i)in the case of a special meeting the general nature of the business to betransacted, or (ii) in the case of the annual meeting those matters which theboard of directors, at the time of giving the notice, intends to present foraction by the stockholders. The notice of any meeting at which directors are tobe elected shall include the name of any nominee or nominees which, at the timeof the notice, management intends to present for election.

 

If action is proposedto be taken at any meeting for approval of (i) contracts or transactions inwhich a director has a direct or indirect financial interest, (ii) an amendmentto the articles of incorporation, (iii) a reorganization of the corporation,(iv) dissolution of the corporation, or (v) a distribution to preferredstockholders, the notice shall also state the general nature of such proposal.

 

Section 5. MANNEROF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of stockholdersshall be given either personally or by first-class mail or telegraphic or otherwritten communication, charges prepaid, addressed to the stockholder at theaddress of such stockholder appearing on the books of the corporation or givenby the stockholder to the corporation for the purpose of notice. If no suchaddress appears on the corporation's books or is given, notice shall be deemedto have been given if sent by mail or telegram to the corporation's principalexecutive office, or if published at least once in a newspaper of generalcirculation in the county where this office is located. Personal delivery of anysuch notice to any officer of a corporation or association or to any member of apartnership shall constitute delivery of such notice to such corporation,association or partnership. Notice shall be deemed to have been given at thetime when delivered personally or deposited in the mail or sent by telegram orother means of written communication. In the event of the transfer of stockafter delivery or mailing of the notice of and prior to the holding of themeeting, it shall not be necessary to deliver or mail notice of the meeting tothe transferee.

 

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If any noticeaddressed to a stockholder at the address of such stockholder appearing on thebooks of the corporation is returned to the corporation by the United StatesPostal Service marked to indicate that the United States Postal Service isunable to deliver the notice to the stockholder at such address, all futurenotices or reports shall be deemed to have been duly given without furthermailing if the same shall be available to the stockholder upon written demand ofthe stockholder at the principal executive office of the corporation for aperiod of one year from the date of the giving of such notice.

 

An affidavit of themailing or other means of giving any notice of any stockholders' meeting shallbe executed by the secretary, assistant secretary or any transfer agent of thecorporation giving such notice, and shall be filed and maintained in the minutebook of the corporation.

 

Business transactedat any special meeting of stockholders shall be limited to the purposes statedin the notice.

 

Section 6. QUORUM.The presence in person or by proxy of the holders of a majority of the sharesentitled to vote at any meeting of stockholders shall constitute a quorum forthe transaction of business, except as otherwise provided by statute or thearticles of incorporation. The stockholders present at a duly called or heldmeeting at which a quorum is present may continue to do business untiladjournment, notwithstanding the withdrawal of enough stockholders to leave lessthan a quorum, if any action taken (other than adjournment) is approved by atleast a majority of the shares required to constitute a quorum.

 

Section 7. ADJOURNED MEETING AND NOTICE THEREOF. Any stockholders' meeting, annual orspecial, whether or not a quorum is present, may be adjourned from time to timeby the vote of the majority of the shares represented at such meeting, either inperson or by proxy, but in the absence of a quorum, no other business may betransacted at such meeting.

 

When any meeting ofstockholders, either annual or special, is adjourned to another time or place,notice need not be given of the adjourned meeting if the time and place thereofare announced at a meeting at which the adjournment is taken. At any adjournedmeeting the corporation may transact any business which might have beentransacted at the original meeting.

 

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Section 8. VOTING.Unless a record date set for voting purposes be fixed as provided in Section 1of Article VII of these bylaws, only persons in whose names shares entitled tovote stand on the stock records of the corporation at the close of business onthe business day next preceding the day on which notice is given (or, if noticeis waived, at the close of business on the business day next preceding the dayon which the meeting is held) shall be entitled to vote at such meeting. Anystockholder entitled to vote on any matter other than elections of directors orofficers, may vote part of the shares in favor of the proposal and refrain fromvoting the remaining shares or vote them against the proposal, but, if thestockholder fails to specify the number of shares such stockholder is votingaffirmatively, it will be conclusively presumed that the stockholder's approvingvote is with respect to all shares such stockholder is entitled to vote. Suchvote may be by voice vote or by ballot; provided, however, that all electionsfor directors must be by ballot upon demand by a stockholder at any election andbefore the voting begins.

 

When a quorum ispresent or represented at any meeting, the vote of the holders of a majority ofthe stock having voting power present in person or represented by proxy shalldecide any question brought before such meeting, unless the question is one uponwhich by express provision of the statutes or of the articles of incorporation adifferent vote is required in which case such express provision shall govern andcontrol the decision of such question. Every stockholder of record of thecorporation shall be entitled at each meeting of stockholders to one vote foreach share of stock standing in his name on the books of the corporation.

 

Section 9. WAIVEROF NOTICE OR CONSENT BY ABSENTSTOCKHOLDERS. The transactions at anymeeting of stockholders, either annual or special, however called and noticed,and wherever held, shall be as valid as though had at a meeting duly held afterregular call and notice, if a quorum be present either in person or by proxy,and if, either before or after the meeting, each person entitled to vote, notpresent in person or by proxy, signs a written waiver of notice or a consent toa holding of the meeting, or an approval of the minutes thereof. The waiver ofnotice or consent need not specify either the business to be transacted or thepurpose of any regular or special meeting of stockholders, except that if actionis taken or proposed to be taken for approval of any of those matters specifiedin the second paragraph of Section 4 of this Article II, the waiver of notice orconsent shall state the general nature of such proposal. All such waivers,consents or approvals shall be filed with the corporate records or made a partof the minutes of the meeting.

 

Attendance of aperson at a meeting shall also constitute a waiver of notice of such meeting,except when the person objects, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called orconvened, and except that attendance at a meeting is not a waiver of any rightto object to the consideration of matters not included in the notice if suchobjection is expressly made at the meeting.

 

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Section 10. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action whichmay be taken at any annual or special meeting of stockholders may be takenwithout a meeting and without prior notice, if a consent in writing, settingforth the action so taken, is signed by the holders of outstanding shares havingnot less than the minimum number of votes that would be necessary to authorizeor take such action at a meeting at which all shares entitled to vote thereonwere present and voted. All such consents shall be filed with the secretary ofthe corporation and shall be maintained in the corporate records. Anystockholder giving a written consent, or the stockholder's proxy holders, or atransferee of the shares of a personal representative of the stockholder oftheir respective proxy holders, may revoke the consent by a writing received bythe secretary of the corporation prior to the time that written consents of thenumber of shares required to authorize the proposed action have been filed withthe secretary.

 

Section 11. PROXIES. Every person entitled to vote for directors or on any other mattershall have the right to do so either in person or by one or more agentsauthorized by a written proxy signed by the person and filed with the secretaryof the corporation. A proxy shall be deemed signed if the stockholder's name isplaced on the proxy (whether by manual signature, typewriting, telegraphictransmission or otherwise) by the stockholder or the stockholder's attorney infact. A validly executed proxy which does not state that it is irrevocable shallcontinue in full force and effect unless revoked by the person executing it,prior to the vote pursuant thereto, by a writing delivered to the corporationstating that the proxy is revoked or by a subsequent proxy executed by, orattendance at the meeting and voting in person by the person executing theproxy; provided, however, that no such proxy shall be valid after the expirationof six (6) months from the date of such proxy, unless coupled with an interest,or unless the person executing it specifies therein the length of time for whichit is to continue in force, which in no case shall exceed seven (7) years fromthe date of its execution. Subject to the above and the provisions ofSection 78.355 of the Nevada General Corporation Law, any proxy duly executed isnot revoked and continues in full force and effect until an instrument revokingit or a duly executed proxy bearing a later date is filed with the secretary ofthe corporation.

 

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Section 12. INSPECTORS OF ELECTION. Before any meeting of stockholders, the board ofdirectors may appoint any persons other than nominees for office to act asinspectors of election at the meeting or its adjournment. If no inspectors ofelection are appointed, the chairman of the meeting may, and on the request ofany stockholder or his proxy shall, appoint inspectors of election at themeeting. The number of inspectors shall be either one (1) or three (3). Ifinspectors are appointed at a meeting on the request of one or more stockholdersor proxies, the holders of a majority of shares or their proxies present at themeeting shall determine whether one (1) or three (3) inspectors are to beappointed. If any person appointed as inspector fails to appear or fails orrefuses to act, the vacancy may be filled by appointment by the board ofdirectors before the meeting, or by the chairman at the meeting.

 

The duties of theseinspectors shall be as follows:

 

(a) Determine thenumber of shares outstanding and the voting power of each, the sharesrepresented at the meeting, the existence of a quorum, and the authenticity,validity, and effect of proxies;

 

(b) Receive votes,ballots, or consents;

 

(c) Hear anddetermine all challenges and questions in any way arising in connection with theright to vote;

 

(d) Count andtabulate all votes or consents;

 

(e) Determine theelection result; and

 

(f) Do any other actsthat may be proper to conduct the election or vote with fairness to allstockholders.

 

ARTICLE III

 

DIRECTORS

 

Section 1. POWERS.Subject to the provisions of the Nevada General Corporation Law and anylimitations in the articles of incorporation and these bylaws relating to actionrequired to be approved by the stockholders or by the outstanding shares, thebusiness and affairs of the corporation shall be managed and all corporatepowers shall be exercised by or under the direction of the board of directors.

 

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Without prejudice tosuch general powers, but subject to the same limitations, it is hereby expresslydeclared that the directors shall have the power and authority to:

 

(a) Select and removeall officers, agents, and employees of the corporation, prescribe such powersand duties for them as may not be inconsistent with law, with the articles ofincorporation or these bylaws, fix their compensation, and require from themsecurity for faithful service.

 

(b) Change theprincipal executive office or the principal business office from one location toanother; cause the corporation to be qualified to do business in any otherstate, territory, dependency, or foreign country and conduct business within orwithout the State; designate any place within or without the State for theholding of any stockholders' meeting, or meetings, including annual meetings;adopt, make and use a corporate seal, and prescribe the forms of certificates ofstock, and alter the form of such seal and of such certificates from time totime as in their judgment they may deem best, provided that such forms shall atall times comply with the provisions of law.

 

(c) Authorize theissuance of shares of stock of the corporation from time to time, upon suchterms as may be lawful, in consideration of money paid, labor done or servicesactually rendered, debts or securities cancelled, tangible or intangibleproperty actually received.

 

(d) Borrow money andincur indebtedness for the purpose of the corporation, and cause to be executedand delivered therefor, in the corporate name, promissory notes, bonds,debentures, deeds of trust, mortgages, pledges, hypothecations, or otherevidences of debt and securities therefor.

 

Section 2. NUMBEROF DIRECTORS. The authorized number of directors shall be no fewer than one(1) nor more than seven (7). The exact number of authorized directors shall beset by resolution of the board of directors, within the limits specified above.The maximum or minimum number of directors cannot be changed, nor can a fixednumber be substituted for the maximum and minimum numbers, except by a dulyadopted amendment to this bylaw duly approved by a majority of the outstandingshares entitled to vote.

 

Section 3. QUALIFICATION, ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall beelected at each annual meeting of the stockholders to hold office until the nextannual meeting, but if any such annual meeting is not held or the directors arenot elected at any annual meeting, the directors may be elected at any specialmeeting of stockholders held for that purpose, or at the next annual meeting ofstockholders held thereafter. Each director, including a director elected tofill a vacancy, shall hold office until the expiration of the term for whichelected and until a successor has been elected and qualified or until hisearlier resignation or removal or his office has been declared vacant in themanner provided in these bylaws. Directors need not be stockholders.

 

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Section 4. RESIGNATION AND REMOVAL OF DIRECTORS. Any director may resign effective upongiving written notice to the chairman of the board, the president, the secretaryor the board of directors of the corporation, unless the notice specifies alater time for the effectiveness of such resignation, in which case suchresignation shall be effective at the time specified. Unless such resignationspecifies otherwise, its acceptance by the corporation shall not be necessary tomake it effective. The board of directors may declare vacant the office of adirector who has been declared of unsound mind by an order of a court orconvicted of a felony. Any or all of the directors may be removed without causeof such removal is approved by the affirmative vote of a majority of theoutstanding shares entitled to vote. No reduction of the authorized number ofdirectors shall have the effect of removing any director before his term ofoffice expires.

 

Section 5. VACANCIES. Vacancies in the board of directors, may be filled by a majorityof the remaining directors, though less than a quorum, or by a sole remainingdirector. Each director so elected shall hold office until the next annualmeeting of the stockholders and until a successor has been elected andqualified.

 

A vacancy in theboard of directors exists as to any authorized position of directors which isnot then filled by a duly elected director, whether caused by death,resignation, removal, increase in the authorized number of directors orotherwise.

 

The stockholders mayelect a director or directors at any time to fill any vacancy or vacancies notfilled by the directors, but any such election by written consent shall requirethe consent of a majority of the outstanding shares entitled to vote. If theresignation of a director is effective at a future time, the board of directorsmay elect a successor to take office when the resignation becomes effective.

 

If after the fillingof any vacancy by the directors, the directors then in office who have beenelected by the stockholders shall constitute less than a majority of thedirectors then in office, any holder or holders of an aggregate of five percentor more of the total number of shares at the time outstanding having the rightto vote for such directors may call a special meeting of the stockholders toelect the entire board. The term of office of any director not elected by thestockholders shall terminate upon the election of a successor.

 

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Section 6. PLACEOF MEETINGS. Regular meetings of the board of directors shall be held at anyplace within or without the State of Nevada that has been designated from timeto time by resolution of the board. In the absence of such designation, regularmeetings shall be held at the principal executive office of the corporation.Special meetings of the board shall be held at any place within or without theState of Nevada that has been designated in the notice of the meeting or, if notstated in the notice or there is not notice, at the principal executive officeof the corporation. Any meeting, regular or special, may be held by conferencetelephone or similar communication equipment, so long as all directorsparticipating in such meeting can hear one another, and all such directors shallbe deemed to be present in person at such meeting.

 

Section 7. ANNUALMEETINGS. Immediately following each annual meeting of stockholders, theboard of directors shall hold a regular meeting for the purpose of transactionof other business. Notice of this meeting shall not be required.

 

Section 8. OTHERREGULAR MEETINGS. Other regular meetings of the board of directors shall beheld without call at such time as shall from time to time be fixed by the boardof directors. Such regular meetings may be held without notice, provided thenotice of any change in the time of any such meetings shall be given to all ofthe directors. Notice of a change in the determination of the time shall begiven to each director in the same manner as notice for special meetings of theboard of directors.

 

Section 9. SPECIALMEETINGS. Special meetings of the board of directors for any purpose orpurposes may be called at any time by the chairman of the board or the presidentor any vice president or the secretary or any two directors.

 

Notice of the timeand place of special meetings shall be delivered personally or by telephone toeach director or sent by first-class mail or telegram, charges prepaid,addressed to each director at his or her address as it is shown upon the recordsof the corporation. In case such notice is mailed, it shall be deposited in theUnited States mail at least four (4) days prior to the time of the holding ofthe meeting. In case such notice is delivered personally, or by telephone ortelegram, it shall be delivered personally or by telephone or to the telegraphcompany at least forty-eight (48) hours prior to the time of the holding of themeeting. Any oral notice given personally or by telephone may be communicated toeither the director or to a person at the office of the director who the persongiving the notice has reason to believe will promptly communicate it to thedirector. The notice need not specify the purpose of the meeting nor the placeif the meeting is to be held at the principal executive office of thecorporation.

 

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Section 10. QUORUM.A majority of the authorized number of directors shall constitute a quorum forthe transaction of business, except to adjourn as hereinafter provided. Everyact or decision done or made by a majority of the directors present at a meetingduly held at which a quorum is present shall be regarded as the act of the boardof directors, subject to the provisions of Section 78.140 of the Nevada GeneralCorporation Law (approval of contracts or transactions in which a director has adirect or indirect material financial interest), Section 78.125 (appointment ofcommittees), and Section 78.751 (indemnification of directors). A meeting atwhich a quorum is initially present may continue to transact businessnotwithstanding the withdrawal of directors, if any action taken is approved byat least a majority of the required quorum for such meeting.

 

Section 11. WAIVEROF NOTICE. The transactions of any meeting of the board of directors,however called and noticed or wherever held, shall be as valid as though had ata meeting duly held after regular call and notice if a quorum be present and if,either before or after the meeting, each of the directors not present signs awritten waiver of notice, a consent to holding the meeting or an approval of theminutes thereof. The waiver of notice of consent need not specify the purpose ofthe meeting. All such waivers, consents and approvals shall be filed with thecorporate records or made a part of the minutes of the meeting. Notice of ameeting shall also be deemed given to any director who attends the meetingwithout protesting, prior thereto or at its commencement, the lack of notice tosuch director.

 

Section 12. ADJOURNMENT. A majority of the directors present, whether or notconstituting a quorum, may adjourn any meeting to another time and place.

 

Section 13. NOTICEOF ADJOURNMENT. Notice of the time and place of holding an adjourned meetingneed not be given, unless the meeting is adjourned for more than twenty-four(24) hours, in which case notice of such time and place shall be given prior tothe time of the adjourned meeting, in the manner specified in Section 8 of thisArticle III, to the directors who were not present at the time of theadjournment.

 

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Section 14. ACTIONWITHOUT MEETING. Any action required or permitted to be taken by the boardof directors may be taken without a meeting, if all members of the board shallindividually or collectively consent in writing to such action. Such action bywritten consent shall have the same force and effect as a unanimous vote of theboard of directors. Such written consent or consents shall be filed with theminutes of the proceedings of the board.

 

Section 15. FEESAND COMPENSATION OF DIRECTORS. Directors and members of committees mayreceive such compensation, if any, for their services, and such reimbursement ofexpenses, as may be fixed or determined by resolution of the board of directors.Nothing herein contained shall be construed to preclude any director fromserving the corporation in any other capacity as an officer, agent, employee, orotherwise, and receiving compensation for such services. Members of special orstanding committees may be allowed like compensation for attending committeemeetings.

 

ARTICLE IV

 

COMMITTEES

 

Section 1. COMMITTEES OF DIRECTORS. The board of directors may, by resolution adoptedby a majority of the authorized number of directors, designate one or morecommittees, each consisting of one or more directors, to serve at the pleasureof the board. The board may designate one or more directors as alternate membersof any committees, who may replace any absent member at any meeting of thecommittee. Any such committee, to the extent provided in the resolution of theboard, shall have all the authority of the board, except with regard to:

 

(a) the approval ofany action which, under the Nevada General Corporation Law, also requiresstockholders' approval or approval of the outstanding shares;

 

(b) the filing ofvacancies on the board of directors or in any committees;

 

(c) the fixing ofcompensation of the directors for serving on the board or on any committee;

 

(d) the amendment orrepeal of bylaws or the adoption of new bylaws;

 

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(e) the amendment orrepeal of any resolution of the board of directors which by its express terms isnot so amendable or repealable;

 

(f) a distribution tothe stockholders of the corporation, except at a rate or in a periodic amount orwithin a price range determined by the board of directors; or

 

(g) the appointmentof any other committees of the board of directors or the members thereof.

 

Section 2. MEETINGS AND ACTION BY COMMITTEES. Meetings and action of committees shallbe governed by, and held and taken in accordance with, the provisions of ArticleIII, Sections 6 (place of meetings), 8 (regular meetings), 9 (special meetingsand notice), 10 (quorum), 11 (waiver of notice), 12 (adjournment), 13 (notice ofadjournment) and 14 (action without meeting), with such changes in the contextof those bylaws as are necessary to substitute the committee and its members forthe board of directors and its members, except that the time or regular meetingsof committees may be determined by resolutions of the board of directors andnotice of special meetings of committees shall also be given to all alternatemembers, who shall have the right to attend all meetings of the committee. Theboard of directors may adopt rules for the government of any committee notinconsistent with the provisions of these bylaws. The committees shall keepregular minutes of their proceedings and report the same to the board whenrequired.

 

ARTICLE V

 

OFFICERS

 

Section 1. OFFICERS. The officers of the corporation shall be a president, a secretaryand a treasurer. The corporation may also have, at the discretion of the boardof directors, a chairman of the board, one or more vice presidents, one or moreassistant secretaries, one or more assistant treasurers, and such other officersas may be appointed in accordance with the provisions of Section 3 of thisArticle V. Any two or more offices may be held by the same person.

 

Section 2. ELECTION OF OFFICERS. The officers of the corporation, except such officersas may be appointed in accordance with the provisions of Section 3 or Section 5of this Article V, shall be chosen by the board of directors, and each shallserve at the pleasure of the board, subject to the rights, if any, of an officerunder any contract of employment. The board of directors at its first meetingafter each annual meeting of stockholders shall choose a president, a vicepresident, a secretary and a treasurer, none of whom need be a member of theboard. The salaries of all officers and agents of the corporation shall be fixedby the board of directors.

 

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Section 3. SUBORDINATE OFFICERS, ETC. The board of directors may appoint, and mayempower the president to appoint, such other officers as the business of thecorporation may require, each of whom shall hold office for such period, havesuch authority and perform such duties as are provided in the bylaws or as theboard of directors may from time to time determine.

 

Section 4. REMOVALAND RESIGNATION OF OFFICERS. The officers of the corporation shall holdoffice until their successors are chosen and qualify. Subject to the rights, ifany, of an officer under any contract of employment, any officer may be removed,either with or without cause, by the board of directors, at any regular orspecial meeting thereof, or, except in case of an officer chosen by the board ofdirectors, by any officer upon whom such power or removal may be conferred bythe board of directors.

Any officer mayresign at any time by giving written notice to the corporation. Any suchresignation shall take effect at the date of the receipt of such notice or atany later time specified therein; and, unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective. Anysuch resignation is without prejudice to the rights, if any, of the corporationunder any contract to which the officer is a party.

 

Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation,removal, disqualification or any other cause shall be filled in the mannerprescribed in these bylaws for regular appointments to such office.

 

Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such an officer beelected, shall, if present, preside at all meetings of the board of directorsand exercise and perform such other powers and duties as may be from time totime assigned to him by the board of directors or prescribed by the bylaws. Ifthere is no president, the chairman of the board shall in addition be the chiefexecutive officer of the corporation and shall have the powers and dutiesprescribed in Section 7 of this Article V.

 

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given bythe board of directors to the chairman of the board, if there be such anofficer, the president shall be the chief executive officer of the corporationand shall, subject to the control of the board of directors, have generalsupervision, direction and control of the business and the officers of thecorporation. He shall preside at all meetings of the stockholders and, in theabsence of the chairman of the board, of if there be none, at all meetings ofthe board of directors. He shall have the general powers and duties ofmanagement usually vested in the office of president of a corporation, and shallhave such other powers and duties as may be prescribed by the board of directorsor the bylaws. He shall execute bonds, mortgages and other contracts requiring aseal, under the seal of the corporation, except where required or permitted bylaw to be otherwise signed and executed and except where the signing andexecution thereof shall be expressly delegated by the board of directors to someother officer or agent of the corporation.

 

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Section 8. VICEPRESIDENTS. In the absence or disability of the president, the vicepresidents, if any, in order of their rank as fixed by the board of directorsor, if not ranked, a vice president designated by the board of directors, shallperform all the duties of the president, and when so acting shall have all thepowers of, and be subject to all the restrictions upon, the president. The vicepresidents shall have such other powers and perform such other duties as fromtime to time may be prescribed for them respectively by the board of directorsor the bylaws, the president or the chairman of the board.

 

Section 9. SECRETARY. The secretary shall attend all meetings of the board of directorsand all meetings of the stockholders and shall record, keep or cause to be kept,at the principal executive office or such other place as the board of directorsmay order, a book of minutes of all meetings of directors, committees ofdirectors and stockholders, with the time and place of holding, whether regularor special, and, if special, how authorized, the notice thereof given, the namesof those present at directors' and committee meetings, the number of sharespresent or represented at stockholders' meetings, and the proceedings thereof.

 

The secretary shallkeep, or cause to be kept, at the principal executive office or at the office ofthe corporation's transfer agent or registrar, as determined by resolution ofthe board of directors, a share register, or a duplicate share register, showingthe names of all stockholders and their addresses, the number and classes ofshares held by each, the number and date of certificates issued for the same,and the number and date of cancellation of every certificate surrendered forcancellation.

 

The secretary shallgive, or cause to be given, notice of all meetings of stockholders and of theboard of directors required by the bylaws or by law to be given, and he shallkeep the seal of the corporation in safe custody, as may be prescribed by theboard of directors or by the bylaws.

 

Section 10. TREASURER. The treasurer shall keep and maintain, or cause to be kept andmaintained, adequate and correct books and records of accounts of the propertiesand business transactions of the corporation, including accounts of its assets,liabilities, receipts, disbursements, gains, losses, capital, retained earningsand shares. The books of account shall at all reasonable times be open toinspection by any director.

 

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The treasurer shalldeposit all moneys and other valuables in the name and to the credit of thecorporation with such depositaries as may be designated by the board ofdirectors. He shall disburse the funds of the corporation as may be ordered bythe board of directors, shall render to the president and directors, wheneverthey request it, an account of all of his transactions as treasurer and of thefinancial condition of the corporation, and shall have other powers and performsuch other duties as may be prescribed by the board of directors or the bylaws.

 

If required by theboard of directors, the treasurer shall give the corporation a bond in such sumand with such surety or sureties as shall be satisfactory to the board ofdirectors for the faithful performance of the duties of his office and for therestoration to the corporation, in case of his death, resignation, retirement orremoval from office, of all books, papers, vouchers, money and other property ofwhatever kind in his possession or under his control belonging to thecorporation.

 

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ARTICLE VI

 

INDEMNIFICATION OFDIRECTORS, OFFICERS, EMPLOYEES,

AND OTHER AGENTS

 

Section 1. ACTIONSOTHER THAN BY THE CORPORATION. The corporation may indemnify any person whowas or is a party or is threatened to be made a party to any threatened, pendingor completed action, suit or proceeding, whether civil, criminal, administrativeor investigative, except an action by or in the right of the corporation, byreason of the fact that he is or was a director, officer, employee or agent ofthe corporation, or is or was serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against expenses, including attorneys' fees,judgments, fines and amounts paid in settlement actually and reasonably incurredby him in connection with the action, suit or proceeding if he acted in goodfaith and in a manner which he reasonably believed to be in or not opposed tothe best interests of the corporation, and, with respect to any criminal actionor proceeding, has no reasonable cause to believe his conduct was unlawful. Thetermination of any action, suit or proceeding by judgment, order, settlement,conviction, or upon a plea of nolo contendere or its equivalent, does not, ofitself, create a presumption that the person did not act in good faith and in amanner which he reasonably believed to be in or not opposed to the bestinterests of the corporation, and that, with respect to any criminal action orproceeding, he had reasonable cause to believe that his conduct was unlawful.

 

Section 2. ACTIONSBY THE CORPORATION. The corporation may indemnify any person who was or is aparty or is threatened to be made a party to any threatened, pending orcompleted action or suit by or in the right of the corporation to procure ajudgment in its favor by reason of the fact that he is or was a director,officer, employee or agent of the corporation, or is or was serving at therequest of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise againstexpenses, including amounts paid in settlement and attorneys' fees, actually andreasonably incurred by him in connection with the defense or settlement of theaction or suit if he acted in good faith and in a manner which he reasonablybelieved to be in or not opposed to the best interests of the corporation.Indemnification may not be made for any claim, issue or matter as to which sucha person has been adjudged by a court of competent jurisdiction, afterexhaustion of all appeals therefrom, to be liable to the corporation or foramounts paid in settlement to the corporation, unless and only to the extentthat the court in which the action or suit was brought or other court ofcompetent jurisdiction determines upon application that in view of all thecircumstances of the case, the person is fairly and reasonably entitled toindemnity for such expenses as the court deems proper.

 

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Section 3. SUCCESSFUL DEFENSE. To the extent that a director, officer, employee oragent of the corporation has been successful on the merits or otherwise indefense of any action, suit or proceeding referred to in Sections 1 and 2, or indefense of any claim, issue or matter therein, he must be indemnified by thecorporation against expenses, including attorneys' fees, actually and reasonablyincurred by him in connection with the defense.

 

Section 4. REQUIRED APPROVAL. Any indemnification under Sections 1 and 2, unlessordered by a court or advanced pursuant to Section 5, must be made by thecorporation only as authorized in the specific case upon a determination thatindemnification of the director, officer, employee or agent is proper in thecircumstances. The determination must be made: 

 

(a) By thestockholders; 

 

(b) By the board ofdirectors by majority vote of a quorum consisting of directors who were notparties to the act, suit or proceeding;

 

(c) If a majorityvote of a quorum consisting of directors who were not parties to the act, suitor proceeding so orders, by independent legal counsel in a written opinion; or

 

(d) If a quorumconsisting of directors who were not parties to the act, suit or proceedingcannot be obtained, by independent legal counsel in a written opinion.

 

Section 5. ADVANCEOF EXPENSES. The articles of incorporation, the bylaws or an agreement madeby the corporation may provide that the expenses of officers and directorsincurred in defending a civil or criminal action, suit or proceeding must bepaid by the corporation as they are incurred and in advance of the finaldisposition of the action, suit or proceeding upon receipt of an undertaking byor on behalf of the director or officer to repay the amount if it is ultimatelydetermined by a court of competent jurisdiction that he is not entitled to beindemnified by the corporation. The provisions of this section do not affect anyrights to advancement of expenses to which corporate personnel other thandirectors or officers may be entitled under any contract or otherwise by law.

 

Section 6. OTHERRIGHTS. The indemnification and advancement of expenses authorized in orordered by a court pursuant to this Article VI:

 

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(a) Does not excludeany other rights to which a person seeking indemnification or advancement ofexpenses may be entitled under the articles of incorporation or any bylaw,agreement, vote of stockholders or disinterested directors or otherwise, foreither an action in his official capacity or an action in another capacity whileholding his office, except that indemnification, unless ordered by a courtpursuant to Section 2 or for the advancement of expenses made pursuant toSection 5, may not be made to or on behalf of any director or officer if a finaladjudication establishes that his acts or omissions involved intentionalmisconduct, fraud or a knowing violation of the law and was material to thecause of action.

 

(b) Continues for aperson who has ceased to be a director, officer, employee or agent and inures tothe benefit of the heirs, executors and administrators of such a person.

 

Section 7. INSURANCE. The corporation may purchase and maintain insurance on behalf ofany person who is or was a director, officer, employee or agent of thecorporation, or is or was serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise for any liability asserted against him andincurred by him in any such capacity, or arising out of his status as such,whether or not the corporation would have the power to indemnify him againstsuch liability under the provisions of this Article VI.

 

Section 8. RELIANCE ON PROVISIONS. Each person who shall act as an authorizedrepresentative of the corporation shall be deemed to be doing so in relianceupon the rights of indemnification provided by this Article.

 

Section 9. SEVERABILITY. If any of the provisions of this Article are held to beinvalid or unenforceable, this Article shall be construed as if it did notcontain such invalid or unenforceable provision and the remaining provisions ofthis Article shall remain in full force and effect.

 

Section 10. RETROACTIVE EFFECT. To the extent permitted by applicable law, the rightsand powers granted pursuant to this Article VI shall apply to acts and actionsoccurring or in progress prior to its adoption by the board of directors.

 

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ARTICLE VII

 

RECORDS AND BOOKS

 

Section 1. MAINTENANCE OF SHARE REGISTER. The corporation shall keep at its principalexecutive office, or at the office of its transfer agent or registrar, if eitherbe appointed and as determined by resolution of the board of directors, a recordof its stockholders, giving the names and addresses of all stockholders and thenumber and class of shares held by each stockholder.

 

Section 2. MAINTENANCE OF BYLAWS. The corporation shall keep at its principal executiveoffice, or if its principal executive office is not in this State at itsprincipal business office in this State, the original or a copy of the bylaws asamended to date, which shall be open to inspection by the stockholders at allreasonable times during office hours. If the principal executive office of thecorporation is outside this state and the corporation has no principal businessoffice in this state, the secretary shall, upon the written request of anystockholder, furnish to such stockholder a copy of the bylaws as amended todate.

 

Section 3. MAINTENANCE OF OTHER CORPORATE RECORDS. The accounting books and records andminutes of proceedings of the stockholders and the board of directors and anycommittee or committees of the board of directors shall be kept at such place orplaces designated by the board of directors, or, in the absence of suchdesignation, at the principal executive office of the corporation. The minutesshall be kept in written form and the accounting books and records shall be kepteither in written form or in any other form capable of being converted intowritten form.

 

Every director shallhave the absolute right at any reasonable time to inspect and copy all books,records and documents of every kind and to inspect the physical properties ofthis corporation and any subsidiary of this corporation. Such inspection by adirector may be made in person or by agent or attorney and the right ofinspection includes the right to copy and make extracts. The foregoing rights ofinspection shall extend to the records of each subsidiary of the corporation.

 

Section 4. ANNUALREPORT TO STOCKHOLDERS. Nothing herein shall be interpreted as prohibitingthe board of directors from issuing annual or other periodic reports to thestockholders of the corporation as they deem appropriate.

 

Section 5. FINANCIAL STATEMENTS. A copy of any annual financial statement and anyincome statement of the corporation for each quarterly period of each fiscalyear, and any accompanying balance sheet of the corporation as of the end ofeach such period, that has been prepared by the corporation shall be kept onfile in the principal executive office of the corporation for twelve (12)months.

 

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Section 6. ANNUALLIST OF DIRECTORS, OFFICERS AND RESIDENT AGENT. The corporation shall, on orbefore October 7th of each year, file with the Secretary of State of the Stateof Nevada, on the prescribed form, a list of its officers and directors and adesignation of its resident agent in Nevada.

 

ARTICLE VIII

 

GENERAL CORPORATEMATTERS

 

Section 1. RECORDDATE. For purposes of determining the stockholders entitled to notice of anymeeting or to vote or entitled to receive payment of any dividend or otherdistribution or allotment of any rights or entitled to exercise any rights inrespect of any other lawful action, the board of directors may fix, in advance,a record date, which shall not be more than sixty (60) days nor less than ten(10) days prior to the date of any such meeting nor more than sixty (60) daysprior to any other action, and in such case only stockholders of record on thedate so fixed are entitled to notice and to vote or to receive the dividend,distribution or allotment of rights or to exercise the rights, as the case maybe, notwithstanding any transfer of any shares on the books of the corporationafter the record date fixed as aforesaid, except as otherwise provided in theNevada General Corporation Law.

 

If the board ofdirectors does not so fix a record date:

 

(a) The record datefor determining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day next preceding the dayon which notice is given or, if notice is waived, at the close of business onthe business day next preceding the day on which the meeting is held.

 

(b) The record datefor determining stockholders entitled to give consent to corporate action inwriting without a meeting, when no prior action by the board has been taken,shall be the day on which the first written consent is given.

 

(c) The record datefor determining stockholders for any other purpose shall be at the close ofbusiness on the day on which the board adopts the resolution relating thereto,or the sixtieth (60th) day prior to the date of such other action, whichever islater.

 

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Section 2. CLOSINGOF TRANSFER BOOKS. The directors may prescribe a period not exceeding sixty(60) days prior to any meeting of the stockholders during which no transfer ofstock on the books of the corporation may be made, or may fix a date not morethan sixty (60) days prior to the holding of any such meeting as the day as ofwhich stockholders entitled to notice of and to vote at such meeting shall bedetermined; and only stockholders of record on such day shall be entitled tonotice or to vote at such meeting.

 

Section 3. REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize theexclusive right of a person registered on its books as the owner of shares toreceive dividends, and to vote as such owner, and to hold liable for calls andassessments a person registered on its books as the owner of shares, and shallnot be bound to recognize any equitable or other claim to or interest in suchshare or shares on the part of any other person, whether or not it shall haveexpress or other notice thereof, except as otherwise provided by the laws ofNevada.

 

Section 4. CHECKS,DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts or other orders forpayment of money, notes or other evidences of indebtedness, issued in the nameof or payable to the corporation, shall be signed or endorsed by such person orpersons and in such manner as, from time to time, shall be determined byresolution of the board of directors.

 

Section 5. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of directors,except as in the bylaws otherwise provided, may authorize any officer orofficers, agent or agents, to enter into any contract or execute any instrumentin the name of and on behalf of the corporation, and such authority may begeneral or confined to specific instances; and, unless so authorized or ratifiedby the board of directors or within the agency power or authority to bind thecorporation by any contract or engagement or to pledge its credit or to renderit liable for any purpose or to any amount.

 

Section 6. STOCKCERTIFICATES. A certificate or certificates for shares of the capital stockof the corporation shall be issued to each stockholder when any such shares arefully paid, and the board of directors may authorize the issuance ofcertificates or shares as partly paid provided that such certificates shallstate the amount of the consideration to be paid therefor and the amount paidthereon. All certificates shall be signed in the name of the corporation by thepresident or vice president and by the treasurer or an assistant treasurer orthe secretary or any assistant secretary, certifying the number of shares andthe class or series of shares owned by the stockholder. When the corporation isauthorized to issue shares of more than one class or more than one series of anyclass, there shall be set forth upon the face or back of the certificate, or thecertificate shall have a statement that the corporation will furnish to anystockholders upon request and without charge, a full or summary statement of thedesignations, preferences and relatives, participating, optional or otherspecial rights of the various classes of stock or series thereof and thequalifications, limitations or restrictions of such rights, and, if thecorporation shall be authorized to issue only special stock, such certificatemust set forth in full or summarize the rights of the holders of such stock. Anyor all of the signatures on the certificate may be facsimile. In case anyofficer, transfer agent or registrar who has signed or whose facsimile signaturehas been placed upon a certificate shall have ceased to be such officer,transfer agent or registrar before such certificate is issued, it may be issuedby the corporation with the same effect as if such person were an officer,transfer agent or registrar at the date of issue.

 

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No new certificatefor shares shall be issued in place of any certificate theretofore issued unlessthe latter is surrendered and cancelled at the same time; provided, however,that a new certificate may be issued without the surrender and cancellation ofthe old certificate if the certificate thereto fore issued is alleged to havebeen lost, stolen or destroyed. In case of any such allegedly lost, stolen ordestroyed certificate, the corporation may require the owner thereof or thelegal representative of such owner to give the corporation a bond (or otheradequate security) sufficient to indemnify it against any claim that may be madeagainst it (including any expense or liability) on account of the alleged loss,theft or destruction of any such certificate or the issuance of such newcertificate.

 

Section 7. DIVIDENDS. Dividends upon the capital stock of the corporation, subject tothe provisions of the articles of incorporation, if any, may be declared by theboard of directors at any regular or special meeting pursuant to law. Dividendsmay be paid in cash, in property, or in shares of the capital stock, subject tothe provisions of the articles of incorporation.

 

Before payment of anydividend, there may be set aside out of any funds of the corporation availablefor dividends such sum or sums as the directors from time to time, in theirabsolute discretion, think proper as a reserve or reserves to meetcontingencies, or for equalizing dividends, or for repairing or maintaining anyproperty of the corporation, or for such other purpose as the directors shallthink conducive to the interest of the corporation, and the directors may modifyor abolish any such reserves in the manner in which it was created.

 

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Section 8. FISCALYEAR. The fiscal year of the corporation shall be fixed by resolution of theboard of directors.

 

Section 9. SEAL.The corporate seal shall have inscribed thereon the name of the corporation, theyear of its incorporation and the words "Corporate Seal, Nevada."

 

Section 10. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board,the president, or any vice president, or any other person authorized byresolution of the board of directors by any of the foregoing designatedofficers, is authorized to vote on behalf of the corporation any and all sharesof any other corporation or corporations, foreign or domestic, standing in thename of the corporation. The authority herein granted to said officers to voteor represent on behalf of the corporation any and all shares held by thecorporation in any other corporation or corporations may be exercised by anysuch officer in person or by any person authorized to do so by proxy dulyexecuted by said officer.

 

Section 11. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, thegeneral provisions, rules of construction, and definitions in the Nevada GeneralCorporation Law shall govern the construction of the bylaws. Without limitingthe generality of the foregoing, the singular number includes the plural, theplural number includes the singular, and the term "person" includes both acorporation and a natural person.

 

ARTICLE IX

 

AMENDMENTS

 

Section 1. AMENDMENT BY STOCKHOLDERS. New bylaws may be adopted or these bylaws may beamended or repealed by the affirmative vote of a majority of the outstandingshares entitled to vote, or by the written assent of stockholders entitled tovote such shares, except as otherwise provided by law or by the articles ofincorporation.

 

Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the stockholders asprovided in Section 1 of this Article, bylaws may be adopted, amended orrepealed by the board of directors.

 

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**CERTIFICATE OF SECRETARY**
 

 

 

 

I, the undersigned,do hereby certify:

 

1. That I am the dulyelected and acting secretary of AFV RESEARCH, INC., a Nevada corporation; and

 

2. That the foregoingBylaws, comprising twenty-three (23) pages, constitute the Bylaws of saidcorporation as duly adopted and approved by the board of directors of saidcorporation by a Unanimous Written Consent dated as of October 7, 2004 and dulyadopted and approved by the stockholders of said corporation at a specialmeeting held on October 7, 2004.

 

IN WITNESS WHEREOF, Ihave hereunto subscribed my name and affixed the seal of said corporation this7th day of October, 2004.

 

 

 

______________________________

Karina TrinidadDucoulombier

Secretary