Exhibit
3.2




BYLAWS




OF




ETELCHARGE.COM,
INC




A
NEVADA CORPORATION




These are
Bylaws of eTELCHARGE.com, Inc., a Nevada corporation (the
“corporation”).




ARTICLE
1


OFFICES




1.1           Registered
Office. The registered office of ETELCHARGE.COM, INC. (the “corporation”) shall
be located at 1636 N. Hampton Rd, Suite 270, Desoto, Texas 75115.




1.2           Locations
of Offices. The corporation may also have offices at such other places both
within and without the states of Nevada, and Texas as the board of directors may
from time to time determine or the business of the corporation may
require.




ARTICLE
2


STOCKHOLDERS




2.1           Annual
Meeting.  The annual meeting of the stockholders shall be held within
180 days after the end of the corporation’s fiscal year at such time as is
designated by the board of directors and as is provided for in the notice of the
meeting. If the election of directors shall not be held on the day designated
herein for the annual meeting of the stockholders or at any adjournment thereof,
the board of directors shall cause the election to be held at a special meeting
of the stockholders as soon thereafter as may be convenient.




2.2           Special
Meeting.  Special meeting of the stockholders may be called at any
time in the manner provided in the Articles of Incorporation. At any time
special meeting of the stockholders, only such business shall be conducted as
shall have been stated in the notice of such special meeting.




2.3           Place
of Meetings. The board of directors may designate any place, either within or
without the state of incorporation, as the place of meeting for any annual
meeting or for any special meeting called by the board of director. A waiver of
notice signed by all stockholders entitled to vote at a meeting may designate
any place, either within or without the state of incorporation, as the place for
the holding of such meeting. If no designation is made or if a special meeting
be otherwise called, the place of meeting shall be at the principal office of
the corporation.


-1-




2.4           Notice
of Meetings. The secretary or assistant secretary, if any, shall cause notice of
the time, place, and purpose or purpose of all meetings of the stockholders
(whether annual or special), to be mailed at least 10 but not more than 60 days
prior to the meeting, to each stockholder of record entitled to
vote.




2.5           Waiver
of Notice. Any stockholder may waive notice of any meeting of stockholders
(however called or noticed, whether or not called or noticed, and whether
before, during, or after the meeting) by signing a written waiver of notice or a
consent to the holding of such meeting or any approval of the minutes thereof.
Attendance at a meeting, in person or by proxy, shall constitute waiver of all
defects of notice regardless of whether waiver, consent, or approval is signed
or any objections are made, unless attendance is solely for the purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. All such waivers,
consents, or approvals shall be made a part of the minutes of the
meeting.




2.6           Fixing
Records Date. For the purpose of (i) determining stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting; (ii)
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or entitled to exercise any rights in respect to any
change, conversion, or exchange of stock; or (iii) for the purpose of any other
lawful action, the board of directors may fix in advance a date as the record
date for any such determination of stockholders, such date in any case to be not
more than 60 days and, in case of a meeting of stockholders, not less than 10
days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote as a meeting, the
day preceding the date on which notice of meeting is mailed shall be the record
date. For any other purpose, the record date shall be the close of business on
the date on which the resolution of the board of directors pertaining thereto is
adopted. When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof. Failure to comply with this section shall not
affect the validity of any action taken at a meeting of
stockholders.




2.7           Voting
Lists. The officers of the corporation shall cause to be prepared from the stock
ledger at least ten days before every meeting of stockholders, a complete list
of the stockholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the principal executive office of the corporation. The list shall
also be produced and kept at the time and place of the meeting during the whole
time thereof and may be inspected by any stockholder who is present. The
original stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this section, or the
books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.




2.8           Quorum.
Unless otherwise provided in the Articles of Incorporation, stock representing a
majority of the voting power of all outstanding stock of the corporation
entitled to vote, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business,
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such reconvened meeting at which a quorum is
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than 30 days or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.


-2-




2.9           Vote
Required. When a quorum is present at any meeting, the vote of the holders of
stock having a majority of the voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one on which by express provision of the statutes of the state of Nevada or
of the Articles of Incorporation a different vote is required, in which case
such express provision shall govern and control the decision of such
question.




2.10           Voting
of Stock. Unless otherwise provided in the Articles of Incorporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder, subject to the modification of such voting rights of
any class or classes of the corporation’s capital stock by the certificate or
incorporation.




2.11           Proxies.
At each meeting of the stockholders, each stockholder entitled to vote shall be
entitled to vote in person or by proxy; provided, however, that the right to
vote by proxy shall exist only in case the instrument authorizing such proxy to
act shall have been executed in writing by the registered holder or holders of
such stock, as the case may be, as shown on the stock ledger of the corporation
or by his attorney thereunto duly authorized in writing. Such instrument
authorizing a proxy to act shall be delivered at the beginning of such meeting
to the secretary of the corporation or to such other officer or person who may,
in the absence of the secretary, be acting as secretary of the meeting. In the
event that any such instrument shall designate two or more persons to act as
proxy, a majority of such persons present at the meeting, or if only one be
present, that one shall (unless the instrument shall otherwise provide) have all
of the powers conferred by the instrument on all persons so designated. Persons
holding stock in a fiduciary capacity shall be entitled to vote the stock so
held, and the persons whose shares are pledged shall be entitled to vote, unless
the transfer by the pledgor in the books and records of the corporation shall
have expressly empowered the pledgee to vote thereon, in which case the pledgee,
or his proxy, may represent such stock and vote thereon. No proxy shall be voted
or acted on after three years from its date, unless the proxy provides for a
longer period.




2.12           Nomination
of Directors. Only persons who are nominated in accordance with the procedures
set forth in this section shall be eligible for election as directors.
Nominations of persons for election to the board of directors of the corporation
may be made at a meeting of stockholders at which directors are to be elected
only (a) by or at the direction of the board of directors or (b) by any
stockholder of the corporation entitled to vote for the election of directors at
a meeting who complies with the notice procedures set forth in this section.
Such nominations, other than those made by or at the direction of the board of
directors, shall be made by timely notice in writing to the secretary of the
corporation. To be timely, a stockholder’s notice must be delivered or mailed to
and received at the principal executive offices of the corporation not less than
30 days prior to the date of the meeting; provided, in the event that less than
40 days’ notice of the date of the meeting is given or made to stockholders, to
be timely, a stockholder’s notice must be so received not later than the close
of business on the 10th day following the day on which such notice of the date
of the meeting was mailed. Such stockholder’s notice shall set forth (a) as to
each person whom such stockholder proposed to nominate for election or
reelection as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to regulation 14A under the
Securities Exchange Act of 1934, as amended (including each such person’s
written consent to serve as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address of such stockholder as it
appears on the corporation’s books, and (ii) the class and number of shares of
the corporation’s capital stock that are beneficially owned by such stockholder.
At the request of the board of directors, any person nominated by the board of
directors for election as a director shall furnish to the secretary of the
corporation that information required to be set forth in a stockholder’s notice
of nomination which pertains to the nominee. No person shall be eligible for
election as a director of the corporation unless nominated in accordance with
the provisions of this section. The officer of the corporation or other person
presiding at the meeting shall, if the facts so warrant, determine and declare
to the meeting that a nomination was not made in accordance with such
provisions, and if such officer should so determine, such officer shall so
declare to the meeting, and the defective nomination shall be
disregarded.




2.13           Inspectors
of Election. There shall be appointed two inspectors of the vote. Such
inspectors shall first take and subscribe an oath or affirmation faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of their ability. Unless appointed in advance of any such
meeting by the board of directors, such inspectors shall be appointed for the
meeting by the presiding officer. No director or candidate for the officer of
director shall be appointed as such inspector. Such inspectors shall be
responsible for tallying and certifying each vote required to be tallied and
certified by them as provided in the resolution of the board of directors
appointing them or in their appointment by the person presiding at such meeting,
as the case may be.


-3-




2.14           Election
of Directors. At all meetings of the stockholders at which directors are to be
elected, except as otherwise set forth in any preferred stock designation (as
defined in the Articles of Incorporation) with respect to the right of the
holders of any class or series of preferred stock to elect additional directors
under specified circumstances, directors shall be elected by a plurality of the
votes cast at the meeting. The election need not be by ballot unless any
stockholder so demands before the voting begins. Except as otherwise provided by
law, the Articles of Incorporation, any preferred stock designation, or these
bylaws, all matters other than the election of directors submitted to the
stockholders at any meeting shall be decided by a majority of the votes cast
with respect thereto.




2.15           Business
at Annual Meeting. At any annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (a) by or at
the direction of the board of directors or (b) by any stockholder of the
corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this section. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the secretary of the corporation. To
be timely, a stockholder’s notice shall be delivered or mailed to and received
at the principal executive offices of the corporation not less than 30 days
prior to the date of the annual meeting; provided, in the event that less than
40 days’ notice of the date of the meeting is given or made to stockholders, to
be timely, a stockholder’s notice shall be so received not later than the close
of business on the 10th day following the day on which such notice of the date
of the annual meeting was mailed. A stockholder’s notice to the secretary shall
set forth as to each matter such stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the corporation’s books, of
the stockholder proposing such business, (c) the class and number of shares of
the corporation’s capital stock that are beneficially owned by such stockholder,
and (d) any material interest of such stockholder in such business.
Notwithstanding anything in these bylaws to the contrary, no business shall be
brought before or conducted at an annual meeting except in accordance with the
provisions of this section. The officer of the corporation or other person
presiding at the annual meeting shall, if the facts so warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with such provisions, and if such presiding officer should so
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with such provisions and if such presiding
officer should so determine, such presiding officer shall so declare to the
meeting, and any such business so determined to be not properly brought before
the meeting shall not be transacted.




2.16           Business
at Special Meeting. At any special meeting of the stockholders, only such
business shall be conducted as shall have been stated in the notice of such
special meeting.




2.17           Written
Consent to Action by Stockholders. Unless otherwise provided in the Articles of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporation action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.




2.18           Procedure
for Meetings. Meeting of the stockholders shall be conducted pursuant to such
reasonable rules of conduct and protocol as the board of directors may prescribe
or, if no such rules are prescribed, in accordance with the most recent
published edition of ROBERT’S RULES OF ORDER.


-4-




ARTICLE
3


DIRECTORS




3.1           General
Powers. The business of the corporation shall be managed under the direction of
its board of directors, which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these bylaws directed or required to be exercised or done
by the stockholders.




3.2           Number,
Term, and Qualifications. The number of directors which shall constitute the
board, subject to the limitations set forth in the Articles of Incorporation,
shall be determined by resolution of a majority of the total number of directors
if there were no vacancies (the “Whole Board”) or by the stockholders at the
annual meeting of the stockholders or a special meeting called for such purpose,
except as provided in section 3.3 of this article, and each director elected
shall hold office until his successor is elected and qualified. Directors need
not be residents of the state of incorporation or stockholders of the
corporation. Initially the corporation shall have four directors.




3.3           Vacancies
and Newly Created Directorships. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum of the
Whole Board, or by a sole remaining director, and the directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and qualified. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.




3.4           Regular
Meetings. A regular meeting of the board of directors shall be held without
other notice than this bylaw immediately following and at the same place as the
annual meeting of stockholders. The board of directors 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.




3.5           Special
Meetings. Special meetings of the board of directors may be called by or at the
request of the president, vice president, or any two directors. The person or
persons authorized to call special meetings of the board of directors may fix
any place, either within or without the state of incorporation, as the place for
holding any special meeting of the board of directors called by
them.




3.6           Meetings
by Telephone Conference Call. Members of the board of directors may participate
in a meeting of the board of directors or a committee of the board of directors
by means of conference telephone or similar communication equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting.




3.7           Notice.
Notice of any special meeting shall be given at least 72 hours prior thereto by
written notice delivered personally or sent by facsimile transmission confirmed
by registered mail or certified mail, postage prepaid, or by overnight courier
to each director. Each director shall register his or her address and telephone
number(s) with the secretary for purpose of receiving notices. Any such notice
shall be deemed to have been given as of the date so personally delivered or
sent by facsimile transmission or as of the day following dispatch by overnight
courier. Any director may waive notice of any meeting. Attendance of a director
at a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting solely for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. An entry of the service of notice given in the manner and at the time
provided for in this section may be made in the minutes of the proceedings of
the board of directors, and such entry, if read and approved at a subsequent
meeting of the board of directors, shall be conclusive on the issue of
notice.


-5-




3.8           Quorum.
A majority of the Whole Board shall constitute a quorum for the transaction of
business at any meeting of the board of directors, provided, that the directors
present at a meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors if any action
taken is approved by a majority of the required quorum for such meeting. If less
than a majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.




3.9           Manner
of Acting. The act of a majority of the directors present at a meeting at which
a quorum is present shall be the act of the board of directors, and individual
directors shall have no power as such.




3.10           Compensation.
By resolution of the board of directors, the directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
may be paid a fixed sum for attendance at each meeting of the board of directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
thereof.




3.11           Presumption
of Assent. A director of the corporation who is present at a meeting of the
board of directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting, unless he shall file his written dissent
to such action with the person acting as the secretary of the meeting before the
adjournment thereof, or unless he shall forward such dissent by registered or
certified mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.




3.12           Resignations.
A director may resign at any time by delivering a written resignation to either
the president, a vice president, the secretary, or assistant secretary, if any.
The resignation shall become effective on giving of such notice, unless such
notice specifies a later time for the effectiveness of such
resignation.




3.13           Written
Consent to Action by Directors. Any action required to be taken at a meeting of
the directors of the corporation or any other action which may be taken at a
meeting of the directors or of a committee, may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors, or all of the members of the committee, as the case may be. Such
consent shall have the same legal effect as a unanimous vote of all the
directors or members of the committee. Removal. Subject to any limitations set
forth in the Articles of Incorporation, at meeting expressly called for that
purpose, one or more directors may be removed by a vote of a majority of the
shares of outstanding stock of the corporation entitled to vote at an election
of directors.




ARTICLE
4


OFFICERS




4.1           Number.
The officers of the corporation shall be a president, one or more vice
presidents, as shall be determined by resolution of the board of directors, a
secretary, a treasurer, and such other officers as may be appointed by the board
of directors. The board of directors may elect, but shall not be required to
elect, a chairman of the board, and the board of directors may appoint a general
manager.




4.2           Election,
Term of Office, and Qualifications. The officers shall be chosen by the board of
directors annually at its annual meeting. In the event of failure to choose
officers at an annual meeting of the board of directors, officers may be chosen
at any regular or special meeting of the board of directors. Each such officer
(whether chosen at an annual meeting of the board of directors to fill a vacancy
or otherwise) shall hold his office until the next ensuing annual meeting of the
board of directors and until his successor shall have been chosen and qualified,
or until his death until his resignation or removal in the manner provided in
these bylaws. Any one person may hold any two or more of such offices, except
that the president shall not also be the secretary. No person holding two or
more offices shall execute any instrument in the capacity of more than one
office. The chairman of the board, if any, shall be and remain director of the
corporation during the term of his office. No other officer need be a
director.


-6-




4.3           Subordinate
Officers. The board of directors from time to time may appoint such other
officers or agents as it may deem advisable, each of whom shall have such title,
hold office for such period, have such authority, and perform such duties as the
board of directors from time to time may determine. The board of directors from
time to time may delegate to any officer or agent the power to appoint any such
subordinate officer or agents and to prescribe their respective titles, terms of
office, authorities, and duties. Subordinate officers need not be stockholders
or directors.




4.4           Resignations.
Any officer may resign at any time by delivering a written resignation to the
board of directors, the president, or the secretary. Unless otherwise specified
therein, such resignation shall take effect on delivery.




4.5           Removal.
Any officer may be removed from office at any special meeting of the board of
directors called for that purpose or at a regular meeting, by the vote of a
majority of the directors, with or without cause. Any officer or agent appointed
in accordance with the provisions of section 4.3 hereof may also be removed,
either with or without cause, by any officer on whom such power of removal shall
have been conferred by the board of directors.




4.6           Vacancies
and Newly Created Offices. If any vacancy shall occur in any office by reason of
death, resignation, removal, disqualification, or any other cause or if a new
office shall be created, then such vacancies or newly created offices may be
filled by the board of directors at any regular of special meeting.




4.7           The
Chairman of the Board. The chairman of the board, if there be such an officer,
shall have the following powers and duties:




He shall
preside at all stockholders’ meetings;




He shall
preside at all meetings of the board of directors; and




He shall
be a member of the executive committee, if any.




4.8           The
Chief Executive Officer. The chief executive officer of the corporation shall
have the same powers and duties as the president, as described below, and, in
addition, shall have such powers and duties as may be directed by the board of
directors of the corporation from time to time.




4.9           The
President. The president shall have the following powers and
duties:




He shall
be the chief executive officer of the corporation and, subject to the direction
of the board of directors, shall have general charge of the business, affairs,
and property of the corporation and general supervision over its officers,
employees, and agents; If no chairman of the board has been chosen or if such
officer is absent or disabled, he shall preside at meetings of the stockholders
and board of directors;




He shall
be a member of the executive committee, if any;




He shall
be empowered to sign certificates representing stock of the corporation, the
issuance of which shall have been authorized by the board of directors;
and


-7-




He shall
have all power and perform all duties normally incident to the office of a
president of a corporation and shall exercise such other powers and perform such
other duties as from time to time may be assigned to him by the board of
directors.




4.10           The
Vice-Presidents. The board of directors may, from time to time, designate and
elect one or more vice-presidents, one of whom may be designated to serve as
executive vice-president. Each vice- president shall have such powers and
perform such duties as from time to time may be assigned to him by the board of
directors or the president. At the request or in the absence or disability of
the president, the executive-vice president or, in the absence or disability of
the executive vice-president, the vice-president designated by the board of
directors or (in the absence of such designation by the board of directors) by
the president, as senior vice-president, may perform all the duties of the
president, and when so acting, shall have all the powers of, and be subject to
all the restrictions on, the president.




4.11           The
Secretary. The secretary shall have the following powers and
duties:




He shall
keep or cause to be kept a record of all of the proceedings of the meetings of
the stockholders and of the board of directors in books provided for that
purpose;




He shall
cause all notices to be duly given in accordance with the provisions of these
bylaws and as required by statute;




He shall
be the custodian of the records and of the seal of the corporation, and shall
cause such seal (or a facsimile thereof) to be affixed to all certificates
representing stock of the corporation prior to the issuance thereof and to all
instruments, the execution of which on behalf of the corporation under its seal
shall have been duly authorized in accordance with these bylaws, and when so
affixed, he may attest the same;




He shall
see that the books, reports, statements, certificates, and other documents and
records required by statute are properly kept and filed;




He shall
have charge of the stock ledger and books of the corporation and cause such
books to be kept in such manner as to show at any time the amount of the stock
of the corporation of each class issued and outstanding, the manner in which and
the time when such stock was paid for, the names alphabetically arranged and the
addresses of the holders of record thereof, the amount of stock held by each
older and time when each became such holder of record; and he shall exhibit at
all reasonable times to any director, on application, the original or duplicate
stock ledger. He shall cause the stock ledger referred to in section 6.4 hereof
to be kept and exhibited at the principal office of the corporation, or at such
other place as the board of directors shall determine, in the manner and for the
purpose provided in such section;




He shall
be empowered to sign certificates representing stock of the corporation, the
issuance of which shall have been authorized by the board of directors;
and




He shall
perform in general all duties incident to the office of secretary and such other
duties as are given to him by these bylaws or as from time to time may be
assigned to him by the board of directors or the president.


-8-




4.12           The
Treasurer. The treasurer shall have the following powers and
duties:




He shall
have charge and supervision over and be responsible for the monies, securities,
receipts, and disbursements of the corporation;




He shall
cause the monies and other valuable effects of the corporation to be deposited
in the name and to the credit of the corporation in such banks or trust
companies or with such banks or other depositories as shall be selected in
accordance with section 4.3 hereof;




He shall
cause the monies of the corporation to be disbursed by checks or drafts (signed
as provided in section 5.4 hereof) drawn on the authorized depositories of the
corporation, and cause to be taken and preserved property vouchers for all
monies disbursed;




He shall
render to the board of directors or the president, whenever requested, a
statement of the financial condition of the corporation and of all of his
transactions as treasurer, and render a full financial report at the annual
meeting of the stockholders, if called on to do so;




He shall
cause to be kept correct books of account of all the business and transactions
of the corporation and exhibit such books to any directors on request during
business hours;




He shall
be empowered from time to time to require from all officers or agents of the
corporation reports or statements giving such information as he may desire with
respect to any and all financial transactions of the corporation;




He shall
perform in general all duties incident to the office of treasurer ad such other
duties as are give to him by these bylaws or as from time to time may be
assigned to him by the board of directors or the president; and




He shall,
in the absence of the designation to the contrary by the board of directors, act
as the chief financial officer and/or principal accounting officer of the
corporation.




4.13           Salaries.
The salaries or other compensation of the officers of the corporation shall be
fixed from time to time by the board of directors, except that the board of
directors may delegate to any person or group of persons the power to fix the
salaries or other compensation of any subordinate officers or agents appointed
in accordance with the provisions of section 4.3 hereof. no officer shall be
prevented from receiving any such salary or compensation by reason of the fact
that he is also a director of the corporation.




4.14           Surety
Bonds. In case the board of directors shall so require, any officer or agent of
the corporation shall execute to the corporation a bond in such sums and with
such surety or sureties as the board of directors may direct, conditioned on the
faithful performance of his duties to the corporation, including responsibility
for negligence and for the accounting of all property, monies, or securities of
the corporation which may come into his hands.


-9-




ARTICLE
5


EXECUTION
OF INSTRUMENTS, BORROWING OF MONEY,


AND
DEPOSIT OF CORPORATE FUNDS




5.1           Execution
of Instruments. Subject to any limitation contained in the Articles of
Incorporation or these bylaws, the president or any vice-president may, in the
name and on behalf of the corporation, execute and deliver any contract or other
instrument authorized in writing by the board of directors. The board of
directors may, subject to any limitation contained in the Articles of
Incorporation or in these bylaws, authorize in writing any officer or agent to
execute and deliver any contract or other instrument in the name and on behalf
of the corporation; any such authorization may be general or confined to
specific instances.




5.2           Loans.
No loan or advance shall be contracted on behalf of the corporation, no
negotiable paper or other evidence of its obligation under any loan or advance
shall be issued in its name, and no property of the corporation shall be
mortgaged, pledged, hypothecated, transferred, or conveyed as security for the
payment of any loan, advance, indebtedness, or liability of the corporation,
unless and except as authorized by the board of directors. Any such
authorization may be general or confined to specific instances.




5.3           Deposits.
All monies of the corporation not otherwise employed shall be deposited form
time to time to its credit in such banks or trust companies or with such bankers
or other depositories as the board of directors may select or as from time to
time may be selected by any officer or agent authorized to do so by the board of
directors.




5.4           Checks,
Drafts, Etc. All notes, drafts, acceptances, checks, endorsements, and, subject
to the provisions of these bylaws, evidences of indebtedness of the corporation
shall be signed by such officer or officers or such agent or agents of the
corporation and in such manner as the board of directors from time to time may
determine. Endorsements for deposits to the credit of the corporation in any of
its duly authorized depositories shall be in such manner as the board of
directors from time to time may determine.




5.5           Bonds
and Debentures. Every bond or debenture issued by the corporation shall be
evidenced by an appropriate instrument which shall be signed by the president or
a vice president and by the secretary and sealed with the seal of the
corporation. The seal may be a facsimile, engraved or printed. Where such bond
or debenture is authenticated with the manual signature of an authorized officer
of the corporation or other trustee designated by the indenture of trust or
other agreement under which such security is issued, the signature of any of the
corporation’s officers named thereon may be a facsimile. in case any officer who
signed or whose facsimile signature has been used on any such bond or debenture
shall cease to e an officer of the corporation for any reason before the same
has been delivered by the corporation, such bond or debenture may nevertheless
be adopted by the corporation and issued and delivered as through the person who
signed it or whose facsimile signature has been used thereon had not ceased to
be such officer.




5.6           Sale,
Transfer, Etc. of Securities. Sales, transfers, endorsements, and assignments of
stocks, bonds, and other securities owned by or standing in the name of the
corporation and the execution and delivery on behalf of the corporation of any
and all instruments in writing incident to any such sale, transfer, endorsement,
or assignment shall be effected by the president or by any vice-president and
the secretary or assistant secretary, or by any officer or agent thereunto
authorized by the board of directors.




5.7           Proxies.
proxies to vote with respect to stock of other corporations owned by or standing
in the name of the corporation shall be executed and delivered on behalf of the
corporation or by any officer or agent there under authorized by the board of
directors.


-10-




ARTICLE
6


CAPITAL
STOCK




6.1           Stock
Certificates. Every holder of stock in the corporation shall be entitled to have
a certificate, signed by the president or any vice-president and the secretary
or assistant secretary, and sealed with the seal (which may be a facsimile,
engraved or printed) of the corporation, certifying the number and kind, class,
or series of stock owned by him in the corporation; provided, however, that
where such a certificate is countersigned by (a) a transfer agent or an
assistant transfer agent, or (b) registered by a registrar, the signature of any
such president, vice-president, secretary, or assistant secretary may be a
facsimile. In case any officer who shall have signed or whose facsimile
signature or signatures shall have been used on any such certificate shall cease
to be such officer of the corporation, for any reason, before the delivery of
such certificate by the corporation, such certificate may nevertheless be
adopted by the corporation and be issued and delivered as though the person who
signed it or whose facsimile signature or signatures shall have been used
thereon has not ceased to be such officer. Certificates representing stock of
the corporation shall be in such form as provided by the statutes of the state
of incorporation. There shall be entered on the stock books of the corporation
at the time of issuance of each share, the number of the certificate issued, the
name and address of the person owning the stock represented thereby, the number
and kind, class, or series of such stock, and the date of issuance thereof.
Every certificate exchanged or returned to the corporation shall be marked
“canceled” with the date of cancellation.




6.2           Transfer
of Stock. Transfers of stock of the corporation shall be made on the books of
the corporation by the holder of record thereof or by his attorney thereunto
duly authorized by a power of attorney duly executed in writing and filed with
the secretary of the corporation or any of its transfer agents, and on surrender
of the certificate or certificates, properly endorsed or accompanied by proper
instruments or transfer, representing such stock. Except as provided by law, the
corporation and transfer agents and registrars, if any, shall be entitled to
treat the holder of record of any stock as the absolute owner thereof for all
purposes, and accordingly shall not be bound to recognize any legal, equitable,
or other claim to or interest in such stock on the part of any other person
whether or not it or they shall have express or other notice
thereof.




6.3           Regulations.
Subject to the provisions of the Articles of Incorporation, the board of
directors may make such rules and regulations as they may deem expedient
concerning the issuance, transfer, redemption, and registration of certificates
for stock of the corporation.




6.4           Maintenance
of Stock Ledger at Principal Place of Business. A stock ledger (or ledgers where
more than one kind, class, or series of stock is outstanding) shall be kept at
the principal place of business of the corporation, or at such other place as
the board of directors shall determine, containing the names alphabetically
arranged of original stock holders of the corporation, their addresses, their
interest, the amount paid on their shares, and all transfers thereof and the
number and class of stock held by each. Such stock ledgers shall at all
reasonable hours be subject to inspection by persons entitled by law to inspect
the same.




6.5           Transfer
Agents and Registrars. The board of directors may appoint one or more transfer
agents and one or more registrars with respect to the certificates representing
stock of the corporation and may require all such certificates to bear the
signature of either or both. The board of directors may from time to time define
the respective duties of such transfer agents and registrars. No certificate for
stock shall be valid until countersigned by a transfer agent, if at the date
appearing thereon the corporation had a transfer agent for such stock, and until
registered by a registrar, if at such date the corporation had a registrar for
such stock.




6.6           Closing
of Transfer Books and Fixing of Record Date.




The board
of directors shall have power to close the stock ledgers of the corporation for
a period of not to exceed 60 days preceding the date of any meeting of
stockholders, the date for payment of any dividend, the date for the allotment
of rights, or the date when any change or conversion or exchange of capital
stock shall go into effect, or a date in connection with obtaining the consent
of stockholders for any purpose.


-11-




In lieu
of closing the stock ledgers as aforesaid, the board of directors may fix in
advance a date, not less than 10 days and not exceeding 60 days preceding the
date of any meeting of stockholders, the date for the payment of any dividend,
the date for the allotment of rights, the date when any change or conversion or
exchange of capital stock shall go into effect, a date in connection with
obtaining any such consent, as a record date for the determination of the
stockholders entitled to a notice of, and to vote at, any such meeting and any
adjournment thereof, entitled to receive payment of any such dividend, to any
such allotment of rights, to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent.




If the
stock ledgers shall be closed or a record date set for the purpose of
determining stockholders entitled to notice of, or to vote at, a meeting of
stockholders, such books shall be closed for or such record date shall be at
least ten days immediately preceding such meeting.




6.7           Lot
or Destroyed Certificates. The corporation may issue a new certificate for stock
of the corporation in place of any certificate theretofore issued by it, alleged
to have been lost or destroyed, and the board of directors may, in its
discretion, require the owner of the lost or destroyed certificate or his legal
representatives to give the corporation a bond in such form and amount as the
board of directors may direct and with such surety or sureties as may be
satisfactory to the board, and to indemnify the corporation and its transfer
agents and registrars, if any, against any claims that may be made against it or
any such transfer agents and registrars, if any, against any claims that may be
made against it or any such transfer agent or registrar on account of the
issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the board of directors, it is proper
to do so.




ARTICLE
7


EXECUTIVE
COMMITTEE AND OTHER COMMITTEES




7.1           Executive
Committee. the board of directors, by resolution adopted by a majority of the
Whole Board, may appoint from its membership an executive committee of not less
than three members (whose members shall include the chairman of the board if
any, and the president, one of whom shall act as chairman of the executive
committee, as the board may designate). The board of directors shall have the
power at any time to dissolve the executive committee, to change the membership
thereof, and to fill vacancies thereon. When the board of directors is not in
session, the executive committee shall have and may exercise all of the powers
vested in the board of directors, except the following powers: to fill vacancies
in the board of directors; to declare dividends or other distributions to
stockholders; to adopt, amend, or repeal the Articles of Incorporation or these
bylaws’ to approve any action that also requires stockholder approval; to amend
or repeal any resolution of the board of directors which by its express terms is
not so amendable or repealable; to fix the compensation of directors for serving
on the board of directors or on any committee; to adopt an agreement of merger
or consolidation under any provision of applicable law, to recommend to the
stockholders the sale, lease, or exchange of all or substantially all of the
Corporation’s property and assets; to recommend to stockholders a dissolution of
the Corporation or a revocation of a dissolution; to recommend to stockholders
an amendment of bylaws; to authorize the issuance of stock (provided that the
executive committee may determine the number of shares of stock not in excess of
the number of authorized to be issued by the board of directors and the amount
of consideration for which such shares shall be issued); and to enter into any
merger into or with another entity as permitted by applicable law.




7.2           Other
Committees. The board of directors, by resolution adopted by a majority of the
Whole Board, may appoint such other committees as it may, from time to time,
deem proper and may determine the number of member, frequency of meetings, and
duties thereof.


-12-




7.3           Proceedings.
The executive committee and such other committees as may be designated hereunder
by the board of directors may fix their own presiding and recording officer or
officers and may meet at such place or places, at such time or times, and on
such notice (or without notice) as it shall determine from time to time. Each
committee may make rules for the conduct of its business as it shall from time
to time deem necessary. It will keep a record of its proceedings and shall
report such proceedings to the board of directors at the meeting of the board of
directors next following.




7.4           Quorum
and Manner of Acting. At all meetings of the executive committee and of such
other committees as may be designated hereunder by the board of directors, the
presence of members constituting a majority of the total authorized membership
of the committee shall be necessary and sufficient to constitute a quorum for
the transaction of business, and the act of a majority of the members present at
any meeting at which a quorum is present shall be the act of such committee. The
members of the executive committee and of such other committees as may be
designated hereunder by the board of directors shall act only as a committee,
and the individual members thereof shall have no powers as such.




7.5           Resignations.
Any member of the executive committee and of such other committees as may be
designated hereunder by the board of directors may resign at any time by
delivering a written resignation to either the president, the secretary, or
assistant secretary, or to the presiding officer of the committee of which he is
a member, if any shall have been appointed and shall be in office. Unless
otherwise specified therein, such registration shall take effect on
delivery.




7.6           Removal.
The board of directors may, by resolution adopted by a majority of the Whole
Board, at any time remove any member of the executive committee or of any other
committee designated by it hereunder either for or without cause.




7.7           Vacancies.
If any vacancy shall occur in the executive committee or of any other committee
designated by the board of directors hereunder, by reason of disqualification,
death, resignation, removal, or otherwise, the remaining members shall, until
the filling of such vacancy, constitute the then total authorized membership of
the committee and continue to act, unless such committee consisted of more than
one member prior to the vacancy or vacancies and is left with only one member as
a result thereof. Such vacancy may be filled at any meeting of the Whole
Board.




7.8           Compensation.
The Whole Board may allow a fixed sum and expenses of attendance to any member
of the executive committee, or of any other committee designated by it
hereunder, who is not an active salaried employee of the corporation for
attendance at each meeting of the said committee.




ARTICLE
8


INSURANCE
AND OFFICER AND DIRECTOR CONTRACTS




8.1           Indemnification:
Third-Party Actions. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the corporation),
by reason of the fact that he is or was a director or officer of the corporation
(and, in the discretion of the board of directors, may so indemnify a person by
reason of the fact that he is or was an employee, or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise), against expenses (including attorneys’ fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him in
connection with any such action, suit, or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, ad with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.


-13-




8.2           Indemnification:
Corporate Actions. The corporation shall indemnify any persons who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the corporation to procure a
judgment 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 the
request of the corporation as a director or officer of the corporation (and, in
the discretion of the board of directors, may so indemnify a person by reason of
the fact that he is or was an employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise), against expenses
(including attorneys’ fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.




8.3           Determination.
To the extent that a director, officer, employee, or agent of the corporation
has been successful on the merits or otherwise in defense of any action, suit,
or proceeding referred to in sections 8.1 and 8.2 hereof, or in defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys’ fees) actually and reasonably incurred by him in
connection therewith. Any other indemnification under sections 8.1 or 8.2
hereof, unless ordered by a court, shall be made by the corporation only in the
specific case on a determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he has met the
applicable standard or conduct set forth in sections 8.1 or 8.2 hereof. Such
determination shall be made either (i) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit, or proceeding, (ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in written opinion, or (iii) by the stockholders by a majority vote of a
quorum of stockholders at any meeting duly called for such purpose.




8.4           Advances.
Expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit, or proceeding on receipt of an
undertaking by or on behalf of such director or officers to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized by this section. Such expenses incurred by other
employees and agents may be so paid on such terms and conditions, if any, as the
board of directors deems appropriate.




8.5           Scope
of Indemnification. The indemnification and advancement of expenses provided by,
or granted pursuant to, sections 8.1, 8.2 and 8.4:




Shall not
be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled, under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office; and




Shall,
unless otherwise provided when authorized or ratified, continue as to a person
who ceased to be a director, officer, employee, or agent of the corporation and
shall inure to the benefit of the heirs, executors, and administrators of such a
person.




8.6           Insurance.
The corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, or agent of the corporation or is or
was serving at the request of the corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him and incurred 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 against any such
liability.


-14-




8.7           Officer
and Director Contracts. No contract or other transaction between the corporation
and one or more of its directors or officers or between the corporation and any
corporation, partnership, association, or other organization in which one or
more of the corporation’s directors or officers are directors, officers, or have
a financial interest, is either void or voidable solely on the basis of such
relationship or solely because any such director or officer is present at or
participates in the meeting of the board of directors or a committee thereof
which authorizes the contract or transaction or solely because the vote or votes
of each director or officer are counted for such purpose, if:




The
material facts of the relationship or interest are disclosed or known to the
board of directors or committee and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested directors even though the disinterested directors be less than
a quorum;




The
material facts of the relationship or interest is disclosed or known to the
stockholders and they approve or ratify the contract or transactions in good
faith by a majority vote of the shares voted at a meeting of stockholders called
for such purpose or written consent of stockholders holding a majority of the
shares entitled to vote (the votes of the common or interested directors or
officers shall be counted in any such vote of stockholders); or




The
contract or transaction is fair as to the corporation at the time it is
authorized, approved, or ratified by the board of directors, a committee
thereof, or the stockholders.




ARTICLE
9


FISCAL
YEAR




The
fiscal year of the corporation shall be determined by the board of directors of
the corporation.




ARTICLE
10


DIVIDENDS




The board
of directors may from time to time declare, and the corporation may pay,
dividends on its outstanding stock in the manner and on the terms and conditions
provided by the Articles of Incorporation and bylaws.




-15-


ARTICLE
11


AMENDMENTS




All
bylaws of the corporation, whether adopted by the board of directors or the
stockholders, shall be subject to amendment, alteration, or repeal, and new
bylaws may be made, except that:




No bylaw
adopted or amended by the stockholders shall be altered or repealed by the board
of directors; and




No bylaw
shall be adopted by the board of directors which shall require more than the
stock representing a majority of the voting power for a quorum at a meeting of
stockholders or more than a majority of the votes cast to constitute action by
the stockholders, except where higher percentages are required by law; provided,
however, that




If any
bylaw regulating an impending election of directors is adopted or amended or
repealed by the board of directors, there shall be set forth in the notice of
the next meeting of the stockholders for the election of directors, the bylaws
so adopted or amended or repealed, together with a concise statement of the
changes made; and




No
amendment, alteration, or repeal of this article XI shall be made except by the
stockholders.




CERTIFICATE
OF SECRETARY




The
undersigned does hereby certify that she is the secretary of ETELCHARGE.COM,
INC., a corporation duly organized and existing under and virtue of the laws of
the state of Nevada; that the above and foregoing bylaws of said corporation
were duly and regularly adopted as such by the board of directors of said
corporation at a duly convened meeting of the board of directors of the
corporation held on December 30, 1998, and that the above and foregoing bylaws
are now in full force and effect and supersede ad replace any prior bylaws of
the corporation.




DATED
this 7th day of June, 1999.




/s/ MICHELLE R.
SHERMAN


Secretary




-16-