exhibit10_1.htm


    
      
        

      

    

    
 

    
      U.S.
ENERGY CORP.

      


      BYLAWS

      AS
ADOPTED ON APRIL 22, 1992

      AND
AMENDED (AND READOPTED IN THEIR ENTIRETY ON OCTOBER 14, 2005)

      EXCEPT
THAT THE INCREASE IN THE NUMBER OF DIRECTORS TO SEVEN

      IS
EFFECTIVE AS OF DECEMBER 13, 1996;

       FURTHER
AMENDED (AND READOPTED IN THEIR ENTIRETY AS OF

      JUNE 22,
2007) TO CONFORM SECTION 5 OF ARTICLE II TO WYOMING LAW;

      FURTHER
AMENDED (AND READOPTED IN THEIR ENTIRETY) AS OF NOVEMBER 6, 2007 TO ALLOW FOR
BOOK-ENTRY OWNERSHIP OF SHARES; AND FURTHER AMENDED (AND READOPTED IN THEIR
ENTIRETY) AS OF MARCH 7, 2008 TO AMEND PROCEDURES FOR SHAREHOLDER REQUESTS FOR
CONSIDERATION OF PERSONS TO BE NOMINATED AS DIRECTORS

      


      ARTICLE
I

      OFFICES

      


      The
principal office of U.S. Energy Corp. (the "Corporation") shall be located in
the City of Riverton in the state of incorporation.  The Corporation
may have such other offices or relocate its principal office either within or
without the state of incorporation as the Board of Directors of the Corporation
(the "Board") may designate or as the business of the Corporation may
require.

      


      The
registered office of the Corporation in the Articles of Incorporation (the
"Articles") need not be identical with the principal office in the state of
incorporation.

      


      ARTICLE
II

      SHAREHOLDERS

      


      Section
1.  Annual
Meeting.  The annual meeting of the shareholders shall be held
each year on a date and at a time and place to be determined by resolution of
the Board, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting.  If the election of
directors shall not be held on the day designated for the annual meeting of the
shareholders, or at any adjournment thereof, the Board shall cause the election
to be held at a special meeting of the shareholders.

      


      Section
2.  Special
Meetings.  Special meetings of the shareholders for any
purpose, unless otherwise provided for by statute, may be called by the
president or by the Board.  The president shall call a special meeting
upon receipt by the Corporation’s secretary of one or more written demands of
the holders of fifty percent (50%) of all the votes entitled to be cast at the
proposed special meeting, signed and dated, by such holders, either manually or
in facsimile, and setting forth the purposes for which it is to be
held.  Provided, however, that the Board has the discretion to require
that the issues for which a special meeting is demanded by shareholders holding
fifty percent (50%) of the votes entitled to be cast at the proposed special
meeting be considered instead at the next annual meeting if the demand for the
special meeting is made within 180 days of the next annual
meeting.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Section
3.  Place of
Meeting.  The Board may designate any place, either within or
without the state of incorporation, as the place of meeting for any annual or
special meeting.  If no designation is made, the place of meeting
shall be the registered office of the Corporation in the state of
incorporation.

      


      Section
4.  Notice
of Meeting.  Written notice, stating the place, day and hour of
the meeting shall be delivered no fewer than ten (10) and no more than sixty
(60) days before the meeting date.  A notice of a special meeting, if
demanded by the holders of fifty percent (50%) of all the votes entitled to be
cast at the special meeting, shall state the purpose or purposes for which that
meeting is called, and that notice shall be delivered not more than 110 days
before the special meeting date.  If an annual or special meeting is
adjourned to a different time or place, notice need not be given of the new
date, time or place if the new date, time or place is announced at the meeting
before adjournment; provided however, notice of the adjourned meeting shall be
given to persons who are shareholders as of any new record date that is fixed
with respect to the adjournment.

      


      No
business which is not within the purposes or purposes described in the notice of
a meeting of shareholders, whether an annual or a special meeting, shall be
conducted at the meeting, nor shall any action be taken by the shareholders on
any matter unless it is specifically described in the notice for the
meeting.

      


      Section
5.  Fixing
of Record Date.  For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, entitled to demand a special shareholders' meeting, or
shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board may fix in
advance a date (the "Record Date") for any such determination of shareholders,
which date shall be not more than 60 days prior to the date on which the
particular action requiring such determination of shareholders is to be
taken.  If no Record Date is fixed by the Board, the Record Date for
any such purpose shall be ten days before the date of such meeting or
action.  The Record Date determined for the purpose of ascertaining
the shareholders entitled to notice of or to vote at a meeting may not be less
than ten days prior to the meeting.

      


      When a
Record Date has been determined for the purpose of a meeting, the determination
shall apply to any adjournment thereof, except the original record date shall
only be effective with respect to an adjournment or adjournments held within one
hundred twenty (120) days after the date fixed at the original
meeting.

      


      Section
6.  Quorum.

      


      (a) A
majority of the votes entitled to be cast on a matter represented in person or
by proxy shall constitute a quorum at a meeting of shareholders with respect to
such matters.  If less than a quorum of the outstanding shares are
represented at a meeting, such meeting may be adjourned without further notice
for a period which may be determined at the time such meeting is
adjourned.  At such adjourned meeting, at which a quorum shall be
present, any business may be transacted which might have been transacted at the
original meeting.  Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting, and for any adjournment of that meeting unless a new record date is or
shall be set for that adjourned meeting.

      



      
        
           


        

        
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      (b)         Shareholders
present or represented by proxy at an annual or special meeting at which a
quorum is not present may take only the following actions:

      


      
        	
                (i)  

              	
                Ratify
      or reject the independent auditors selected by the
  Board.

              


      

      


      
        	
                (ii)  

              	
                With
      the consent of the officer presiding at the meeting, receive or hear any
      reports on the affairs of the Corporation that may be
      presented.

              


      

      


      
        	
                (iii)  

              	
                Within
      the constraints of the time allowed on the agenda, ask questions
      concerning the affairs of the Corporation of any officer or Board member
      present.

              


      

      


      
        	
                (iv)  

              	
                Adjourn
      or recess the meeting to allow time to assemble a quorum, but the
      shareholders may not adjourn or recess to a different city and the total
      of all the adjournments and recesses may not exceed two business days
      without the consent of the Board.

              


      

      


      
        	
                 
      

              	
                  
      (v)

              	
                If
      a quorum is not present, the shareholders may adjourn the meeting without
      an appointed date for resumption, provided the motion to adjourn without
      an appointed date for resumption shall not be in order until at least two
      hours have passed since the time specified for the start of the meeting
      and the time at which the meeting was called to
  order.

              


      

      


      (c)         If
an annual meeting is adjourned without an appointed date for resumption without
achieving a quorum, the requirement of the Wyoming Business Corporation Act
section 17-16-701 (or its successor provision) shall have been
satisfied.  The Board may call a second annual meeting to take the
place of the one adjourned without a quorum, but the Board is not obligated to
do so.

      


      (d)         If
a special meeting is adjourned without an appointed date for resumption without
achieving a quorum, or without achieving the quorum necessary to do all or part
of the business for which the meeting was required, the Board may call another
special meeting, but is not obligated to do so.  The remedy of a
shareholder aggrieved by a failure of the Board to call another special meeting
shall be to follow the procedures necessary to demand that a new special meeting
be called.

      


      (e)         If
different quorums are required for different matters at a meeting, the absence
of a quorum on one issue shall not affect the ability of the shareholders at the
meeting to act on other issues where a quorum is present.

      


      Section
7.  Voting
of Shares.  Each outstanding share of common stock entitled to
vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.

      


      Section
8.  Proxies.  At
all meetings of shareholders, a shareholder may vote by proxy executed, either
manually or in facsimile, by the shareholder or by his duly authorized
attorney-in-fact.  Such appointment of a proxy shall be filed with the
secretary of the Corporation before or at the time of the meeting.  No
appointment of a proxy shall be valid after 11 months from the date of its
execution, unless a longer period is expressly provided in the appointment
form.  Appointments of proxies shall be in such form as shall be
required by the Board and as set forth in the notice of meeting and/or proxy or
information statement concerning such meeting.

      



      
        
           


        

        
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      Section
9.  Voting
of Shares by Certain Holders.  Shares standing in the name of
another corporation may be voted by agent or proxy as the bylaws of such
corporation may prescribe or, in the absence of such provision, as the Board of
Directors of such corporation may determine as evidenced by a duly certified
copy of either the bylaws or corporate resolution.

      


      Neither
treasury shares, shares of its own stock held by the Corporation in a fiduciary
capacity nor shares held by another corporation, if the majority of the shares
entitled to vote for the election of directors of such other corporation is held
by the Corporation (except to the extent permitted by the articles of
incorporation and Wyoming law), shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given
time.

      


      Shares
held by an administrator, executor, guardian or conservator may be voted by such
fiduciary, either in person or by proxy, without a transfer of such shares into
the name of such fiduciary.  Shares standing in the name of a trustee
may be voted by such trustee, either in person or by proxy, but no trustee shall
be entitled to vote shares held by a trustee without a transfer of the shares
into such trust.

      


      Shares
standing in the name of a receiver may be voted by such receiver and shares held
by or under the control of a receiver may be voted by such receiver, without the
transfer thereof into the name of such receiver if authority so to do is
contained in an appropriate order of the court by which the receiver was
appointed.

      


      A
shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred on the books of the Corporation into the name
of the pledgee, and thereafter the pledgee shall be entitled to vote the shares
so transferred.

      


      Section
10.  Cumulative
Voting.  Cumulative voting shall be permitted in the election
of directors, unless otherwise provided by the Articles and the laws of the
state of incorporation.

      


      Section
11.  Inspectors and Shareholder
Lists.

      


      Inspectors.  The
Board may, in advance of any meeting of shareholders, appoint one or more
inspectors to act at such meeting or any adjournment thereof.  If the
inspectors shall not be so appointed or if any of them shall fail to appear or
act, the chairman of the meeting may appoint inspectors.  Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.  The
inspectors shall determine the number of shares outstanding and the voting power
of each, the number of shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result and do such acts as are proper to conduct the election or
vote with fairness to all shareholders.  On request of the chairman of
the meeting or any shareholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenges, request or matter determined by them
and shall execute a certificate of any fact found by them.

      



      
        
           


        

        
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      Shareholder
Lists.

      


      (a)         Access
to the list of shareholders shall be restricted to a period beginning two days
after the date of the notice of the shareholders’ meeting for which the list was
prepared, or 10 days before the date of the meeting, whichever is
less.

      


      
        	
                 
      

              	
                (b)

              	
                The
      Board may deny to shareholders the right to copy the list of shareholders
      before the meeting, provided that:

              


      

      


      
        	
                (i)  

              	
                Arrangements
      are made for an independent firm to provide to shareholders any
      information any shareholder wants to send them relative to the matters to
      be considered at the meeting, provided the shareholder pays for the
      mailing and provides the material in a timely fashion;
  and

              


      

      


      
        	
                (ii)  

              	
                The
      list is made available at the shareholder’s expense to any shareholder at
      or after the meeting who is bringing a legal challenge to the right of any
      other shareholder to vote at the meeting;
and

              


      

      


      
        	
                (iii)  

              	
                The
      list is available for inspection (but not copying) as provided by (a)
      above, and at the meeting.  The making of handwritten copies by
      the shareholder or his attorney of the names and addresses of individual
      shareholders shall not be construed as copying within the meaning of
      subsection (a).

              


      

      


      (c)         The
Board may take any other steps it deems reasonable or necessary to prevent the
use of its shareholder lists for purposes not related to issues under
consideration at a shareholder meeting.

      


      Section
12.  Nominations for Election as
Directors.  Any shareholder of record for an annual or special
meeting of shareholders at which directors are to be elected may request that
one or more persons be nominated for election as directors at such meeting, in
opposition to the slate of candidates for which management will solicit proxies,
and the Board of Directors shall nominate, and include such nominee(s) in the
Corporation’s proxy statement, but only if each of
the following conditions has been satisfied:

      


      
        	
                 
      

              	
                (i)

              	
                the
      shareholder complies with all the provisions of SEC rule 14a-8 (generally
      relating to inclusion of a shareholder’s proposal in proxy statements), as
      that rule is in effect at March 7, 2008 or as it subsequently may be
      amended or superseded;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                at
      least 150 calendar days before the date for the meeting of the
      Corporation’s shareholders, the requesting shareholder requests, in
      writing, that the Nominating Committee of the Board of Directors consider
      an individual for inclusion as a director nominee in the proxy statement
      for the subject meeting, and provide to the Corporation all information
      required by the Corporation’s Nominating Committee Charter (as in effect
      at March 7, 2008, or as it may subsequently be amended, which Charter is
      attached to these Bylaws and incorporated herein by
      reference);

              


      

      


      
        	
              	
                (iii)

              	
                the
      Nominating Committee, acting pursuant to the Nominating Committee Charter,
      recommends that the full Board of Directors consider including the
      individual in the Corporation’s proxy statement for the upcoming
      meeting;

              


      


      
        
           


        

        
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      (iv)

              	
                the
      full Board of Directors, by majority vote, determines (subject to
      requirement (v) following), that the proposed individual(s) shall be
      nominated for election as directors and included in the Corporation’s
      proxy statement; and

              


      

      


      
        	
                 
      

              	
                (v)

              	
                the
      full Board of Directors, by majority vote, determines that such inclusion
      is not prohibited by the Corporation’s Articles of Incorporation, other
      provisions of these Bylaws in effect from time to time, or Wyoming
      law.

              


      

      


      This
Section 12 shall not apply to installation by the Board of Directors of a
director to fill a vacancy on the Board.

      


      Section
13.  Reimbursement of Expenses of
Successful Proxy Contest.  The Corporation shall reimburse the
actual, reasonable and bona fide expenses of proxy solicitation incurred by any
person who is successful in soliciting proxies in opposition to a solicitation
made on behalf of management after approval of such reimbursement by
shareholders holding at least a majority of the stock of the Corporation
outstanding.  For the purposes of this paragraph, a person is
"successful" in soliciting proxies in opposition to management (1) with respect
to a proposal for election of directors if such person elects a majority of the
class of directors elected at the meeting; (2) with respect to opposition to a
proposal submitted by management if more proxies were voted against such
management proposal than were voted for such proposal; and (3) with respect to a
shareholder proposal opposed by management if such proposal is approved by the
requisite shareholder vote.  Except as provided in this paragraph, the
Corporation shall not reimburse any expenses of any person soliciting proxies in
opposition to a solicitation made on behalf of management of the
Corporation.

      


      ARTICLE
III

      BOARD OF
DIRECTORS

      


      Section
1.  General
Powers.  The Board shall manage and direct the business and
affairs of the Corporation in such manner as it sees fit.  Directors
shall discharge their duties in such capacity in good faith, with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances, and in a manner reasonably believed to be in or at least not
opposed to the best interests of the Corporation.  For the purposes of
the preceding sentence, a director, in determining what is reasonably believed
to be in or not opposed to the best interests of the Corporation, shall consider
the interests of the Corporation's shareholders, and at the director's
discretion may consider the interests of the Corporation's employees, suppliers,
creditors and customers, the economy of the state and nation, the impact of any
action upon the communities in or near which the Corporation's facilities or
operations are located, the long-term interests of the Corporation and its
shareholders, including the possibility that those interests may be best served
by the continued independence of the Corporation and any other factors relevant
to preserving public or community interests.  In addition to the
powers and authorities expressly conferred upon it, the Board may do all lawful
acts which are not directed to be done by the shareholders by statute, by the
Articles or by these Bylaws.

      


      Section
2.  Number,
Tenure and Qualifications.  The number of directors of the
Corporation shall be seven.  Subject to the provision in the Articles
of Incorporation for a staggered Board, each director shall hold office until
the next annual meeting of shareholders and until a successor director has been
elected and qualified, or until the death, resignation or removal of such
director.  Directors need not be residents of the state of
incorporation or shareholders of the Corporation.


      
        
           


        

        
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      Section
3.  Regular
Meetings.  A regular meeting of the Board shall be held,
without other notice than this Bylaw, immediately after and at the same place as
an annual meeting of shareholders.  The Board may provide, by
resolution, the time and place, either within or without the state of
incorporation, for the holding of additional regular meetings, without other
notice than such resolution.

      


      Section
4.  Special
Meetings.  Special meetings of the Board may be called by or at
the request of the president or any three directors.  Meetings called
by or at the request of the president may be called for any place, either within
or without the state of incorporation.  Meetings called by three
directors shall be held at the registered office of the Corporation in the state
of incorporation.

      


      Section
5.  Telephonic
Meetings  Members of the Board and committees thereof may
participate and be deemed present at a meeting by means of conference telephone
or any other means of communications equipment by which all persons
participating may communicate with each other during the meeting.

      


      Section
6.  Notice.  Notice
of any special meeting of the Board shall be given by telephone, telegraph or
written notice sent by mail.  Notice shall be delivered at least two
days prior to the meeting if the meeting is called by or at the request of the
president if given by telephone or telegram or by written
notice.  Written, telegraphic or telephonic notice of a meeting called
by three directors shall be delivered personally or by mail to each director at
such director's business or home address at least five days prior to the
meeting.

      


      If notice
of a directors' meeting is given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company.  If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed with postage thereon prepaid.

      


      Any
director may waive notice of any meeting and except as provided in the following
sentence, such waver shall be in writing, signed either manually or in
facsimile, and filed with the minutes or corporate records.  The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.  Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board need be
specified in the notice or waiver of notice of such meeting.

      


      Section
7.  Quorum.  A
majority of the total membership of the Board shall constitute a quorum for the
transaction of business at any meeting of the Board, but if a quorum shall not
be present at any meeting or adjournment thereof, a majority of the directors
Present may adjourn the meeting without further notice.

      


      Section
8.  Action
by Consent of All Directors.  Any action required to be taken,
or which may be taken at a meeting of the Board may be taken without a meeting,
if the action is taken by all members of the Board, evidenced by one or more
written consents describing the action taken, signed, either manually or in
facsimile, by each director, and included in the minutes or filed with the
corporate records reflecting the action taken.  Actions taken by
written unanimous consent are effective when the last director signs the
consent, unless the consent specifies a different effective date.

      



      
        
           


        

        
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      Section
9.  Manner
of Acting.  The act of a majority of the directors present at a
meeting at which a quorum is present shall be an act of the Board.

      


      The order
of business at any regular or special meeting of the Board shall
be:

      


      1.           Record
of those present.

      


      2.           Secretary's
proof of notice of meeting, if notice is not waived.

      


      3.           Reading
and disposal of unapproved minutes, if any.

      


      4.           Reports
of officers, if any.

      


      5.           Unfinished
business, if any.

      


      6.           New
business.

      


      7.           Adjournment.

      


      Section
10.  Vacancies.  Any
vacancy occurring in the Board by reason of an increase in the number of
directors specified in these Bylaws, or for any other reason, may be filled by
the affirmative vote of a majority of the directors voting on such matter at a
duly convened meeting, or in the event that the directors remaining in office
constitute fewer than a quorum of the Board, by the affirmative vote of a
majority of all directors remaining in office.

      


      Section
11.  Compensation.  By
resolution of the Board, the directors may be paid their expenses, if any, for
attendance at each meeting of the Board and may be paid a fixed sum for
attendance at each meeting of the Board and a stated salary as
director.  No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefore or
from receiving compensation for any extraordinary or unusual services as a
director.

      


      Section
12.  Presumption of
Assent.  A director of the Corporation who is present at a
meeting of the Board at which action on any corporate matter is taken shall be
deemed to have assented to an action taken at such meeting unless the director
objects at the beginning of the meeting or promptly upon arrival to holding the
meeting or transacting business at the meeting; the dissent of such director is
entered in the minutes of the meeting; or the director delivers written notice
of such dissent or abstention to the presiding officer of the meeting before its
adjournment or to the Corporation immediately after adjournment of the
meeting.  Such right to dissent is not available to a director who
voted in favor of such action.

      



      
        
           


        

        
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      Section
13.  Executive or Other
Committees.  The Board, by resolution adopted by the greater of
a majority of the directors in office when the action is taken or the number of
directors required by the Articles or Bylaws to take action under Wyoming
Statute Section 17-16-844, may create one or more committees and appoint members
of the Board to serve on them.  Each committee shall have one (1) or
more members who serve at the pleasure of the Board.  Any committee
designated as an executive committee may exercise the authority of the Board
under Wyoming Statute Section 17-16-801, and shall have all of the authority of
the Board, but unless specifically authorized by the Board no such committee
shall have the authority of the Board in reference to authorizing distributions,
approving or proposing to shareholders action that the Wyoming Business
Corporation Act requires be approved by shareholders, filling vacancies on the
Board or any of its committees, amending the Articles pursuant to Wyoming
Statute Section 17-16-1002, adopting, amending or repealing the Bylaws, a plan
of merger not requiring shareholder approval, authorizing or approving a
reacquisition of shares (except according to a formula method prescribed by the
Board), authorizing or approving the issuance or sale or contract for sale of
shares or determining the designation and relative rights, preferences and
limitations of a class or series of shares (except that the Board may authorize
a committee or a senior executive officer of the Corporation to do so within
limits specifically prescribed by the Board).  The designation of such
committees and the delegation thereto of authority shall not operate to relieve
the Board, or any member thereof, of any responsibility imposed by
law.

      


      Any
action required to be taken, or which may be taken at a meeting of a committee
designated in accordance with this Section of the Bylaws, may be taken without a
meeting, if the action is taken by all members of the Committee, evidenced by
one or more written consents, setting forth the action so taken, signed either
manually or in facsimile, by each Committee member and filed with the Corporate
records reflecting the transaction.  Such action by written consent of
all entitled to vote shall have the same force and effect as a unanimous vote of
such persons.

      


      Section
14.  Resignation of Officers or
Directors.  Any director or officer may resign at any time by
submitting a resignation in writing.  Such resignation takes effect
from the time of its receipt by the Corporation unless a date or time is fixed
in the resignation, in which case it will take effect from that
time.  Acceptance of the resignation shall not be required to make it
effective.

      


      Section
15.  Removal.  A
director may be removed by shareholders, only for cause pursuant to the Articles
of Incorporation, at a duly convened meeting called for the purpose of such
removal.  The notice for any meeting at which it is proposed that a
director be removed must specifically state that such is a purpose of the
meeting.

      


      ARTICLE
IV

      OFFICERS

      


      Section
1.  Number.  The
officers of the Corporation shall be a president, a secretary and a treasurer,
all of whom shall be executive officers and each of whom shall be elected by the
Board.  A Chairman of the Board, Chairman of the Board/Chief Executive
Officer and one or more vice presidents shall be executive officers if the Board
so determines by resolution.  Such other officers and assistant
officers, as may be deemed necessary, shall be designated administrative
assistant officers and may be appointed and removed in accordance with Article
IV, Section 11, hereof.  Any two or more offices may be held by the
same person, except the offices of president and secretary.

      



      
        
           


        

        
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      Section
2.  Election
and Term of Office.  The executive officers of the Corporation,
shall be elected annually by the Board at its first meeting held after each
annual meeting of the shareholders or at a convenient time soon
thereafter.  Each executive officer shall hold office until the
resignation of such officer or a successor shall be duly elected and qualified,
until the death of such executive officer, or until removal of such officer in
the manner herein provided.

      


      Section
3.  Removal.  Any
officer or agent elected or appointed by the Board may be removed by the Board
whenever, in its judgment, the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.

      


      Section
4.  Vacancies.  A
vacancy in any executive office because of death, resignation, removal,
disqualification or otherwise may be filled by the Board for the unexpired
portion of the term.

      


      Section
5.  Chairman
of the Board.  If a Chairman of the Board (the "Chairman")
shall be elected by the Board, the Chairman shall preside at all meetings of the
shareholders and of the Board.

      


      Section
6.  Chairman
of the Board/Chief Executive Officer.  A Chairman of the Board
may also be elected as Chief Executive Officer, in which case such Chairman
shall perform the duties hereinafter set forth in Article IV, Section 7, of
these Bylaws.

      


      Section
7.  The
President.  If no Chairman shall be elected as Chief Executive
Officer by the Board, the president shall be the chief executive officer of the
Corporation and, subject to the control of the Board, shall be in general charge
of the affairs of the Corporation.  The president may sign, with the
other officer or officers of the Corporation authorized by the Board,
certificates for shares of the Corporation, deeds, mortgages, bonds, contracts
or other instruments whose execution the Board has authorized, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board or Bylaws to some other officer or agent of the Corporation, or shall be
required by law to be otherwise signed or executed.  Should a Chairman
of the Board be elected, the president shall perform all duties incident to that
office and such other duties as may be assigned by a Chairman or the Board who
is chief executive officer.

      


      Section
8.  The Vice
President.  In the absence of the president or in the event of
the death or inability or refusal to act of the president, the vice president
shall perform the duties of the president, and when so acting shall have all the
powers of and be subject to all the restrictions upon the
president.  In the event there is more than one vice president, the
vice presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election, shall perform
the duties of the president and, when so acting, shall have all the powers of
and shall be subject to all the restrictions upon the president.  Any
vice president may sign, with the other officers authorized by the Board,
certificates for shares of the Corporation and shall perform such other duties
as from time to time may be assigned by the chief executive officer or the
Board.

      



      
        
           


        

        
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      Section
9.  The
Secretary.  Unless the Board otherwise directs, the secretary
shall keep the minutes of the shareholders' and directors' meetings in one or
more books provided for that purpose.  The secretary shall also see
that all notices are duly given in accordance with the law and the provisions of
the Bylaws; be custodian of the corporate records and the seal of the
Corporation: affix the seal or direct its affixing to all documents, the
execution of which on behalf of the Corporation is duly authorized; keep a list
of the address of each shareholder; sign with the president or a vice president
certificates for shares of the Corporation, the issuance of which shall have
been authorized by resolution of the Board; have charge of the stock transfer
books of the Corporation and perform all duties incident to the office of
secretary and such other duties as may be assigned by the chief executive
officer or by the Board.

      


      Section
10.  The
Treasurer.  If required by the Board, the treasurer shall give
a bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board shall determine.  The treasurer shall have
charge and custody of and be responsible for all funds and securities of the
Corporation, receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, deposit all such monies in the name of
the Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of the Bylaws and perform all the
duties as from time to time may be assigned by the chief executive officer or
the Board.

      


      Section
11.  Assistant
Officers.  The Board may elect (or delegate to the Chairman or
to the president the right to appoint) such other officers and agents as may be
necessary or desirable for the business of the Corporation.  Such
other officers shall include one or more assistant secretaries and treasurers
who shall have the power and authority to act in place of the officer to whom
they are elected or appointed as an assistant in the event of the officer's
inability or unavailability to act in his official capacity.  The
assistant secretary or secretaries, when authorized by the president, may sign
with the president or vice president certificates for shares of the Corporation
which are issued pursuant to a resolution of the Board.  The assistant
treasurer or treasurers shall, if required by the Board, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board shall determine.  The assistant secretaries and assistant
treasurers, in general, shall perform such duties as shall be assigned to them
by the secretary or the treasurer, respectively, or by the chief executive
officer.

      


      Section
12.  Salaries.  The
salaries of the executive officers shall be fixed by the Board and no officer
shall be prevented from receiving such salary by reason of the fact that such
officer is also a director of the Corporation.  The salaries of the
administrative assistant officers shall be fixed by the chief executive
officer.

      


      Section
13.  Standards of Conduct and
Discharge of Duties.  Executive officers of the Corporation
shall discharge their duties in good faith, with the care an ordinarily prudent
person in a like position would exercise under similar circumstances and in a
manner reasonably believed to be in or at least not opposed to the best
interests of the Corporation.  For the purposes of determining what is
reasonably believed to be in or not opposed to the best interests of the
Corporation, each executive officer shall consider the interests of the
Corporation's shareholders and in such officer's discretion, may consider the
interests of the Corporation's employees, suppliers, creditors and customers,
the economy of the state and nation, the impact of any action upon the
communities in or near which the Corporation's facilities or operations are
located, the long-term interests of the Corporation and its shareholders,
including the possibility that those interests may be best served by the
independence of the Corporation, and any other factors relevant to promoting or
preserving public or community interests.


      
        
           


        

        
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      ARTICLE
V

      CONTRACTS,
LOANS, CHECKS AND DEPOSITS

      


      Section
1.  Contracts.  The
Board of Directors may authorize any officer or officers, agent or agents, to
enter into any contract on behalf of the Corporation and such authority may be
general or confined to specific instances.

      


      Section
2.  Checks,
Drafts, Etc.  All checks, drafts or other orders for the
payment of money, notes or other evidence of indebtedness, issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents,
of the Corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.

      


      Section
3.  Deposits.  All
funds of the Corporation not otherwise employed shall be deposited from time to
time to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.

      


      Section
4.  Loans to
Directors.  Except as permitted by Wyoming Statutes Section
17-16-832(c), a Corporation may not lend money to or guarantee the obligations
of a director of the Corporation unless the particular loan or guarantee is
approved by a majority of the votes represented by the outstanding voting shares
of all classes voting as a single voting group (except the shares owned or voted
under the control of the benefited director) or by the Board if it determines
that the loan or guarantee benefits the Corporation and it either approves the
specific loan or guarantee or a general plan authorizing loans and
guarantees.

      


      ARTICLE
VI

      CERTIFICATES
FOR SECURITIES

      AND THEIR
TRANSFER

      


      Section
1.  Certificates for
Securities.  Certificates representing securities of the
Corporation (the "Securities") shall be in such form as shall be determined by
the Board.  Certificates for Securities (the "Certificates") shall
state the name of the corporation, that it is organized under the laws of the
State of Wyoming, the person to whom the Certificate is issued, and the number
and class of shares and the designation of the series, if any, the Certificate
represents.  Each Certificate shall be signed by the chairman of the
Board, president or a vice president and by the secretary, an assistant
secretary, treasurer or assistant treasurer of the Corporation.  The
signatures of either or both the chairman, president or vice president and the
secretary, assistant secretary, treasurer or assistant treasurer may be
facsimiles.

      


      A
Certificate signed or impressed with the facsimile signature of an officer, who
ceases by death, resignation or otherwise to be an officer of the Corporation
before the Certificate is delivered by the Corporation, is valid as though
signed by a duly elected, qualified and authorized officer.

      


      The name
of the person to whom the Securities represented by a Certificate are issued,
the number of Securities, and date of issue, shall be entered on the Security
transfer books of the Corporation.  All Certificates surrendered to
the Corporation for transfer shall be canceled and no new Certificate shall be
issued until the former Certificate for a like number of shares shall have been
surrendered and canceled, except that, in case of a lost, destroyed or mutilated
Certificate, a new one may be issued therefore upon such terms and indemnity to
the Corporation as the Board may prescribe.


      
        
           


        

        
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      This
Section 1 shall not prohibit the Corporation from establishing a direct
registration program for electronic registry of shares pursuant to the rules of
the regulatory association with supervisory authority over the market on which
the Corporation’s securities are traded.

      


      Section
2.  Transfer
of Securities.  Transfer of Securities shall be made only on
the security transfer books of the Corporation by the holder of record thereof,
by the legal representative of the holder who shall furnish proper evidence of
authority to transfer, or by an attorney authorized by a power of attorney which
was duly executed and filed with the secretary of the Corporation and a
surrender for cancellation of the certificate for such shares.  The
person in whose name Securities stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all
purposes.  Provided, that if a direct registration program is
established under Section 1 above, the procedures therefore shall not require
submission of a paper certificate.

      


      ARTICLE
VII

      FISCAL
YEAR

      


      The
fiscal year of the Corporation shall be determined by resolution of the
Board.

      


      ARTICLE
VIII

      DIVIDENDS

      


      The Board
may declare, and the Corporation may pay in cash, stock or other property,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles.

      


      ARTICLE
IX

      SEAL

      


      The Board
shall provide a corporate seal, circular in form, having inscribed thereon the
corporate name, the state of incorporation and the word "Seal." The seal on
Securities, any corporate obligation to pay money or any other document may be
by facsimile, or engraved, embossed or printed.

      


      ARTICLE
X

      WAIVER OF
NOTICE

      


      Whenever
any notice is required to be given to any shareholder, director of the
Corporation or member of a committee thereof under the provisions of these
Bylaws or under the provisions of the Articles or under the provisions of the
applicable laws of the state of incorporation, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before, at or
after the time stated therein, shall be deemed equivalent to the giving of such
notice.

      



      
        
           


        

        
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      ARTICLE
XI

      INDEMNIFICATION

      


      The
Corporation shall have the power to indemnify any director, officer, employee or
agent of the Corporation or any person serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise to the fullest extent permitted by the
laws of the state of incorporation.  In addition, the Corporation may
enter into agreements to indemnify any of such persons, in which event the
provisions of such agreements (if the indemnification so provided is greater in
any respects than the indemnification available under the laws of the state of
incorporation) shall control as therein provided.

      


      ARTICLE
XII

      AMENDMENTS

      


      These
Bylaws may be altered, amended, repealed or replaced by new bylaws by the Board
at any regular or special meeting of the Board.

      


      ARTICLE
XIII

      UNIFORMITY
OF INTERPRETATION

      AND
SEVERABILITY

      


      These
Bylaws shall be so interpreted and construed as to conform to the Articles and
the statutes of the state of incorporation or of any other state in which
conformity may become necessary by reason of the qualification of the
Corporation to do business in such foreign state, and where conflict between
these Bylaws and the Articles or a statute has arisen or shall arise, the Bylaws
shall be considered to be modified to the extent, but only to the extent,
conformity shall require.  If any Bylaw provision or its application
shall be deemed invalid by reason of the said nonconformity, the remainder of
the Bylaws shall remain operable in that the provisions set forth in the Bylaws
are severable.

      


      IN
WITNESS WHEREOF, these Bylaws, as amended, were readopted by the Corporation's
Board of Directors, most recently on March 7, 2008.

      


      


      


      /s/ Steven R.
Youngbauer                                                                

      Secretary


      
        
           


        

        
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