DELTA OIL & GAS, INC.
  BYLAWS AS AMENDED AND RESTATED
 ADOPTED BY RESOLUTION OF THE BOARD OF DIRECTORS
ON
 MARCH 8, 2010
    
  
  
 
 
 BYLAWS
  OF
  DELTA
OIL & GAS, INC.
  AS
AMENDED AND RESTATED MARCH 8, 2010
 
 
 
 
 
 
  
  BYLAWS
 
 OF
 
 Delta Oil
& Gas, Inc.
 
 ARTICLE
I
 ---------
 
 Offices
 
 1.     Business
Offices.  The principal office of the Corporation shall be located at
555 E. 10th Ave., Suit 101, Denver, Colorado 80203, and the Corporation may have
one or more offices at such place or places within or without the U. S.
continent as the Board of Directors may from time to time determine or as the
business of the Corporation may require.
 
 2.     Registered
Office.  The registered office of the Corporation shall be as set
forth in the Articles of Incorporation, unless changed as provided by the
Colorado Corporation Code.
 
 ARTICLE
II
 ----------
 
 Stockholders'
Meetings
 
 1.     Annual
Meetings.  The annual meetings of stockholders for the election of
directors to succeed those whose terms expire and for the transaction of such
other business as may come before the meeting shall be held within six (6)
months after the close of the fiscal year of the Corporation, for the purposes
of electing directors, and transacting such other business as may properly come
before
 the
meeting.
 
 2.
Special Meetings.
 
 (a) A
special meeting of stockholders may be called only by (i) the President or
(ii) a majority of the Board of Directors and shall be called by the
President upon the demand, in accordance with this Paragraph 2, of the
holders of record of shares representing at least 10% of all the votes entitled
to be cast on any issue proposed to be considered at the special
meeting.
 
 (b) In
order that the Corporation may determine the stockholders entitled to demand a
special meeting, the Board of Directors may fix a record date to determine the
stockholders entitled to make such a demand (the “Demand Record Date”). The
Demand Record Date shall not precede the date upon which the resolution fixing
the Demand Record Date is adopted by the Board of Directors and shall not be
more than ten days after the date upon which the resolution fixing the Demand
Record Date is adopted by the Board of Directors. Any stockholder of record
seeking to have stockholders demand a special meeting shall, by sending written
notice to the Secretary of the Corporation by hand or by certified or registered
mail, return receipt requested, request the Board of Directors to fix a Demand
Record Date. The Board of Directors shall promptly, but in all events within ten
days after the date on
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  which a
valid request to fix a Demand Record Date is received, adopt a resolution fixing
the Demand Record Date and shall make a public announcement of such Demand
Record Date. If no Demand Record Date has been fixed by the Board of Directors
within ten days after the date on which such request is received by the
Secretary, then the Demand Record Date shall be the 10th day after the first
date on which a valid written request to set a Demand Record Date is received by
the Secretary. To be valid, such written request shall set forth the purpose or
purposes for which the special meeting is to be held, shall be signed by one or
more stockholders of record and by the beneficial owner or owners, if any, on
whose behalf the request is made, shall bear the date of signature of each such
stockholder and any such beneficial owner and shall set forth all information
about each such stockholder and any such beneficial owner that would be required
to be set forth in a stockholder’s notice described in Paragraph 12(a)(ii)
of Article II as if the notice related to an annual meeting.
 
 (c) In
order for a stockholder or stockholders to demand a special meeting, a written
demand or demands for a special meeting by the holders of record as of the
Demand Record Date of shares representing at least 10% of all the votes entitled
to be cast on any issue proposed to be considered at the special meeting,
calculated as if the Demand Record Date were the record date for the special
meeting, must be delivered to the Corporation. To be valid, each written demand
by a stockholder for a special meeting shall set forth the specific purpose or
purposes for which the special meeting is to be held (which purpose or purposes
shall be limited to the purpose or purposes set forth in the written request to
set a Demand Record Date received by the Corporation pursuant to Paragraph
2(b)), shall be signed by one or more stockholders of record and by the
beneficial owner or owners, if any, on whose behalf the request is made, shall
bear the date of signature of each such stockholder and any such beneficial
owner, and shall set forth the name and address, as they appear in the
Corporation’s books, of each such stockholder and any such beneficial owner
signing such demand and the class and number of shares of the Corporation which
are owned of record and/or beneficially by each such stockholder and any such
beneficial owner, shall be sent to the Secretary by hand or by certified or
registered mail, return receipt requested, and shall be received by the
Secretary within sixty days after the Demand Record Date.
 
 (d) The
Corporation shall not be required to call a special meeting upon stockholder
demand unless, in addition to the documents required by Paragraph 2(c), the
Secretary receives a written agreement signed by each Soliciting Stockholder (as
defined below) pursuant to which each Soliciting Stockholder, jointly and
severally, agrees to pay the Corporation’s costs of holding the special meeting,
including the costs of preparing and mailing proxy materials for the
Corporation’s own solicitation, provided that if each of the resolutions
introduced by any Soliciting Stockholder at such meeting is adopted, and each of
the individuals nominated by or on behalf of any Soliciting Stockholder for
election as a director at such meeting is elected, then the Soliciting
Stockholders shall not be required to pay such costs. For purposes of these
Bylaws, the following terms shall have the respective meanings set forth
below:
 
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 (i)
“Affiliate” of any Person (as defined herein) shall mean any Person controlling,
controlled by or under common control with such first Person.
 
 (ii)
“Participant” shall have the meaning assigned to such term in Rule 14a-12
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
 
 (iii)
“Person” shall mean any individual, firm, corporation, partnership, joint
venture, association, trust, unincorporated organization or other
entity.
 
 (iv)
“Proxy” shall have the meaning assigned to such term in Rule 14a-1 promulgated
under the Exchange Act.
 
 (v)
“Solicitation” shall have the meaning assigned to such term in Rule 14a-1
promulgated under the Exchange Act.
 
 (vi)
“Soliciting Stockholder” shall mean, with respect to any special meeting of
stockholders demanded by a stockholder or stockholders, each of the following
Persons:
 
 (A) if
the number of stockholders signing the demand or demands of meeting delivered to
the Corporation pursuant to Paragraph 2(c) is ten or fewer, each Person signing
any such demand; or
 
 (B) if
the number of stockholders signing the demand or demands of meeting delivered to
the Corporation pursuant to Paragraph 2(c) is more than ten, each Person who
either (I) was a Participant in any Solicitation of such demand or demands
or (II) at the time of the delivery to the Corporation of the documents
described in Paragraph 2(c) had engaged or intends to engage in any Solicitation
of Proxies for use at such special meeting (other than a Solicitation of Proxies
on behalf of the Corporation).
 
 A
“Soliciting Stockholder” shall also mean each Affiliate of a Soliciting
Stockholder described in clause (A) or (B) above who is a member of
such Soliciting Stockholder’s “group” for purposes of Rule 13d-5(b) under
the Exchange Act, and any other Affiliate of such a Soliciting Stockholder, if a
majority of the directors then in office determines, reasonably and in good
faith, that such Affiliate should be required to sign the written notice
described in Paragraph 2(c) and/or the written agreement described in this
Paragraph 2(d) to prevent the purposes of this Paragraph 2 from being
evaded.
 
 (e)
Except as provided in the following sentence, any special meeting shall be held
at such hour and day as may be designated by whichever of the President or the
Board of Directors shall have called such meeting. In the case of any special
meeting called by the President upon the demand of stockholders (a “Demand
Special Meeting”), such meeting shall be held at such hour and day as may be
designated by the Board of Directors; provided, however, that the date of any
Demand Special Meeting shall be not more than sixty days after the Meeting
Record Date (as defined in Article XI, Paragraph 3); and provided furtherthat in the
event that the directors then in office fail to
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  designate
an hour and date for a Demand Special Meeting within ten days after the date
that valid written demands for such meeting by the holders of record as of the
Demand Record Date of shares representing at least 10% of all the votes entitled
to be cast on each issue proposed to be considered at the special meeting,
calculated as if the Demand Record Date were the record date for the special
meeting, are delivered to the Corporation (the “Delivery Date”), then such
meeting shall be held at 2:00 P.M. local time on the 100th day after the
Delivery Date or, if such 100th day is not a Business Day, on the first
preceding Business Day. In fixing a meeting date for any special meeting, the
President or the Board of Directors may consider such factors as he, she or it
deems relevant within the good faith exercise of his, her or its business
judgment, including, without limitation, the nature of the action proposed to be
taken, the facts and circumstances surrounding any demand for such meeting, and
any plan of the Board of Directors to call an annual meeting or a special
meeting for the conduct of related business.
 
 (f) The
Corporation may engage one or more regionally or nationally recognized
independent inspectors of elections to act as agents of the Corporation for the
purpose of promptly performing a ministerial review of the validity of any
purported written demand or demands for a special meeting received by the
Secretary. For the purpose of permitting the inspectors to perform such review,
no purported demand shall be deemed to have been delivered to the Corporation
until the earlier of (i) five Business Days (as defined below) following
receipt by the Secretary of such purported demand and (ii) such date as the
independent inspectors certify to the Corporation that the valid demands
received by the Secretary represent at least 10% of all the votes entitled to be
cast on each issue proposed to be considered at the special meeting calculated
as if the Demand Record Date were the record date for the special meeting.
Nothing contained in this Paragraph 2(f) shall in any way be construed to
suggest or imply that the Board of Directors or any stockholder shall not be
entitled to contest the validity of any demand, whether during or after such
five Business Day period, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto).
 
 (g) For
purposes of these Bylaws, “Business Day” shall mean any day other than a
Saturday, a Sunday or a day on which banking institutions in the State of
Colorado are authorized or obligated by law or executive order to
close.
 
 3.     Place
of Meetings.  Meetings of stockholders shall be held at such place or
places as may be designated from time to time by the Board of
Directors.
 
 4.     Notice
of Meetings.  Except as otherwise provided by statute, notice of each
meeting of stockholders, whether annual or special, shall be given not less than
ten (10) nor more than sixty (60) days prior thereto to each shareholder
entitled to vote there at by delivering written or printed notice thereof to
such shareholder personally or by depositing the same in the United States mail,
postage prepaid, directed to the shareholder at his address as it appears on the
stock transfer books of the Corporation; provided, however, that if the
authorized shares of the Corporation are proposed to be increased, at least
thirty (30) days notice in like manner shall be given.  The notice of
all meetings shall state the place, day and hour thereof.  The notice
of a special meeting shall, in addition, state the purposes
thereof.
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 (a) Notice of any meeting need not be
given to any person who may become a stockholder of record after the mailing of
such notice and prior to the meeting, or to any stockholder who attends such
meeting, in person or by proxy, or signed waiver of notice either before or
after such meeting.  Notice of any adjourned meeting of stockholders
need not be given, unless otherwise required by statute.
 
 5.              Voting
List.  At least ten (10) days before every meeting of stockholders, a
complete list of the shareholders entitled to vote there at or any adjournment
thereof, arranged in alphabetical order, showing the address of each shareholder
and the number of shares registered in the name of each, shall be prepared by
the officer or agent of the Corporation who has charge of the stock transfer
books of the Corporation.  Such list shall be open at the principal
office of the Corporation to the inspection of any shareholder during usual
business hours for a period of at least ten (10) days prior to such
meeting.  Such list shall also be produced and kept at the time and
place of the meeting during the whole time thereof and subject to the inspection
of any shareholder who may be present.
 
 6.              Organization.  The
President or Vice President shall call meetings of stockholders to order and act
as Chairman of such meetings.  In the absence of said officers, any
shareholder entitled to vote thereat, or any proxy of any such shareholder, may
call the meetings to order and a Chairman shall be elected by a majority of the
stockholders entitled to vote thereat.  In the absence of the
Secretary
 and
Assistant Secretary of the Corporation, any person appointed by the Chairman
shall act as secretary of such meetings.
 
 7.              Agenda
and Procedure.  The Board of Directors shall have the responsibility
of establishing an agenda for each meeting of stockholders, subject to the
rights of stockholders to raise matters for consideration which may otherwise
properly be brought before the meeting although not included within the
agenda.  The Chairman shall be charged with the orderly conduct of all
meetings of stockholders; provided, however, that in the event of any difference
in opinion with respect to the proper course of action which cannot be resolved
by reference to statute, the Articles of Incorporation or these Bylaws, Robert's
Rule of Order (as last revised) shall govern the disposition of the
matter.
 
 8.              
Quorum.  (a)  Except as otherwise provided herein, or by
statute, or in the Certificate of Incorporation (such certificate and any
amendments thereof being hereinafter collectively referred to as the
"Certificate of Incorporation"), at all meetings of stockholders of the
Corporation, the presence at the meetings of stockholders of the Corporation,
presence at the commencement of such meetings in person or by proxy of the
stockholders holding of record 33.334% of the total number of shares of the
Corporation then issued and outstanding and entitled to vote, shall be necessary
and sufficient to constitute a quorum for the transaction of any
business.  The withdrawal of any stockholder after the commencement of
a meeting shall have no effect on the existence of a quorum, after a quorum has
been established at such meeting.
 
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 (b)    Despite
the absence of a quorum at any annual or special meeting of stockholders, the
stockholders, by a majority of the votes cast by the holders of shares entitled
to vote thereat, may adjourn the meeting.
 
 9.              Adjournment.  When
a meeting is for any reason adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting any
business may be transacted which might have been transacted at the original
meeting.
 
 10.            Voting.  (a)  Each
shareholder shall at every meeting of stockholders, or with respect to corporate
action which may be taken without a meeting, be entitled to one vote for each
share of stock having voting power held of record by such shareholder on the
record date designed thereof pursuant to section 3 of Article XI of these Bylaws
(or the record date established pursuant to statute in the absence of such
designation); provided that the cumulative system of voting for the election of
directors or for any other purpose shall not be allowed.
 
 (b)  Each shareholder so
entitled to vote at a meeting of stockholders, or to express consent or dissent
to corporate action in writing without a meeting, may vote or express such
consent or dissent in person or may authorize another person or persons to vote
or act for him by proxy executed in writing by such shareholder (or by his duly
authorized attorney in fact) and delivered to the secretary of the meeting (or
if there is no meeting to the Secretary of the Corporation); provided that no
such proxy shall be voted or acted upon after eleven (11) months from the date
of its execution, unless such proxy expressly provides for a longer
period.
 
 (c)  When a quorum is
present at any meeting of stockholders, the vote of the holders of a majority of
the shares of stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of a statute, or the Articles of
Incorporation, or these Bylaws, a different vote is required, in which case such
express provision shall govern and control the decision on such
question.
 
 11.            Inspectors.  The
Chairman of the meeting may at any time appoint one (1) inspector to serve at a
meeting of the stockholders.  Such inspectors shall decide upon the
qualifications of voters, including the validity of proxies, accept and count
the votes for and against the questions presented, report the results of such
votes, and subscribe and deliver to the secretary of the meeting a certificate
stating the number of shares of stock issued and outstanding and entitled to
vote thereon and the number of shares voted for and against the questions
presented.  The inspectors need not be stockholders of the
Corporation, and any director or officer of the Corporation may be an inspector
on any question other than a vote for or against his election to any position
with the Corporation or on any other question in which he may be directly
interested.
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 12.           Notice
of Stockholder Business and Nomination of Directors.
 
 (a)
Annual Meetings.
 
 (i)
Nominations of persons for election to the Board of Directors of the Corporation
and the proposal of business to be considered by the stockholders may be made at
an annual meeting (A) pursuant to the Corporation’s notice of meeting,
(B) by or at the direction of the Board of Directors or (C) by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Paragraph 12 of Article II and who is
entitled to vote at the meeting and complies with the notice procedures set
forth in this Paragraph 12 of Article II. The preceding clause
(C) shall be the exclusive means for a stockholder to make nominations or
submit other business (other than matters properly brought under Rule 14a-8
under the Exchange Act, and included in the Corporation’s notice of meeting)
before an annual meeting.
 
 (ii) For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to Paragraph  12(a)(i)(C) of Article II, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation and such other business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder’s notice shall be received by
the Secretary of the Corporation at the principal offices of the Corporation not
less than the ninetieth (90th) day nor more than the
one hundred twentieth (120th) day prior to the first
annual anniversary of the date set forth in the Corporation’s proxy statement
for the immediately preceding annual meeting as the date on which the
Corporation first mailed definitive proxy materials for the immediately
preceding annual meeting (the “Anniversary Date”); provided, however, that if
the date for which the annual meeting is called is advanced by more than 30 days
or delayed by more than 30 days from the first annual anniversary of the
immediately preceding annual meeting, then notice by the stockholder to be
timely must be received by the Secretary not earlier than the close of business
on the one hundred twentieth (120th) day prior to the date
of such annual meeting and not later than the later of (A) the ninetieth
(90th) day prior to
the date of such annual meeting or (B) the 10th day following the day on
which public announcement of the date of such annual meeting is first made. In
no event shall the announcement of an adjournment or postponement of an annual
meeting commence a new time period for the giving of a stockholder notice as
described above. Such stockholder’s notice shall be signed by the stockholder of
record who intends to make the nomination or introduce the other business and by
the beneficial owner or owners, if any, on whose behalf the stockholder is
acting, shall bear the date of signature of such stockholder and any such
beneficial owner and shall set forth: (I) the name and address, as they
appear on this Corporation’s books, of such stockholder and any such beneficial
owner; (II) the Share Information (as described below) relating to each such
stockholder and beneficial owner (which Share Information shall be supplemented
by such stockholder and any such beneficial owner not later than ten days after
the meeting record date to disclose such Share Information as of the meeting
record date); (III) a representation that such stockholder is a holder of record
of shares of the Corporation entitled to vote at such meeting and intends to
appear
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  in person
or by Proxy at the meeting to make the nomination or introduce the other
business specified in the notice; (IV) any other information relating to such
stockholder and any such beneficial owner that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for, as applicable, the proposal and/or for the
election of directors in a contested election pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder; (V) in
the case of any proposed nomination for election or re-election as a director,
(1) the name and residence address of the person or persons to be
nominated, (2) a description of all agreements, arrangements or
understandings between such stockholder and any such beneficial owner and each
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination is to be made by such stockholder and any such
beneficial owner, including without limitation any agreement, arrangement or
understanding with any person as to how such nominee, if elected as a director
of the Corporation, will act or vote on any issue or question, (3) a
description of all direct and indirect compensation and other material monetary
agreements, arrangements and understandings during the past three years and any
other material relationships, between or among such stockholder and any such
beneficial owner and their respective Affiliates and associates, or others
acting in concert therewith, on the one hand, and each proposed nominee, and his
or her respective Affiliates and associates or others acting in concert
therewith, on the other hand, including, without limitation, all information
that would be required to be disclosed pursuant to Item 404 of Regulation S-K
under the Securities Act of 1933, as amended (the ‘Securities Act”), if the
stockholder making the nomination and any beneficial owner on whose behalf the
nomination is made, or any Affiliate or associate thereof or person acting in
concert therewith, were the “registrant” for purposes of such rule and the
nominee were a director or executive officer of such registrant, (4) such
other information regarding each nominee proposed by such stockholder and any
such beneficial owner as would be required to be disclosed in contested
solicitations of proxies for elections of directors, or would be otherwise
required to be disclosed, in each case pursuant to Regulation 14A under the
Exchange Act and (5) the written consent of each nominee to be named in a
proxy statement and to serve as a director of the Corporation if so elected;
(VI) in the case of any proposed removal of a director, (1) the names of
the directors to be removed and (2) the reasons of such stockholder and any
such beneficial owner for asserting that such directors may be removed for
cause; and (VII) in the case of any other business that such stockholder and any
such beneficial owner propose to bring before the meeting, (1) a brief
description of the business desired to be brought before the meeting and, if
such business includes a proposal to amend these Bylaws, the language of the
proposed amendment, (2) the reasons of such stockholder and any such
beneficial owner for conducting such business at the meeting, (3) any
material interest in such business of such stockholder and any such beneficial
owner and (4) a description of all agreements, arrangements or
understandings between such stockholder and any such beneficial owner and any
other person or persons (naming such person or persons) in connection with the
proposal of such business by such stockholder. In the case of any proposed
nomination for election or re-election as a director, the Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed
nominee to serve as an independent director of the Corporation or that could be
material to a reasonable stockholder’s understanding of the independence, or
lack thereof, of such nominee.
 
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 For
purposes of these Bylaws, the term “Share Information” shall mean (1) the
class or series and number of shares of the Corporation that are owned, directly
or indirectly, of record and/or beneficially by a stockholder, any beneficial
owner on whose behalf the stockholder is acting and any of their respective
Affiliates, (2) any option, warrant, convertible security, stock
appreciation right or similar right with an exercise or conversion privilege or
a settlement payment or mechanism at a price related to any class or series of
shares of the Corporation or with a value derived in whole or in part from the
value of any class of stock or series thereof, whether or not such instrument or
right shall be subject to settlement in the underlying class of stock or series
thereof or otherwise (a “Derivative Instrument”) directly or indirectly owned
beneficially by such stockholder, any such beneficial owner and any of their
respective Affiliates, and any other direct or indirect opportunity to profit or
share in any profit derived from any increase or decrease in the value of shares
of the Corporation, (3) any Proxy, agreement, arrangement, understanding,
or relationship pursuant to which such stockholder has a right to vote any
shares of any security of the Corporation, (4) any short interest in any
security of the Corporation (for purposes of these Bylaws, a person shall be
deemed to have a short interest in a security if such person directly or
indirectly, through any agreement, arrangement, understanding, relationship or
otherwise, has the opportunity to profit or share in any profit derived from any
decrease in the value of the subject security), (5) any rights to dividends
on the shares of the Corporation owned beneficially by such stockholder that are
separated or separable from the underlying shares of the Corporation,
(6) any proportionate interest in shares of the Corporation or Derivative
Instruments held, directly or indirectly, by a general or limited partnership in
which such stockholder or beneficial owner is a general partner or, directly or
indirectly, beneficially owns an interest in a general partner and (7) any
performance-related fees (other than asset-based fee) that such stockholder, any
such beneficial owner and any of their respective Affiliates are entitled to
based on any increase or decrease in the value of shares of the Corporation or
Derivative Instruments, if any, as of the date of such notice, including without
limitation any such interests held by members of such person’s immediate family
sharing the same household.
 
 (iii)
Notwithstanding anything in the second sentence of Paragraph 12(a)(ii) of
Article II to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation is increased and there is
no public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the Corporation at least ninety
(90) days prior to the Anniversary Date, a stockholder’s notice required by this
Paragraph  12 of Article II shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be received by the Secretary at the principal offices of the Corporation not
later than the close of business on the 10th day following the day on which such
public announcement is first made by the Corporation.
 
 (b)
Special Meetings. Only such business shall be conducted at a special meeting as
shall have been described in the notice of meeting sent to stockholders pursuant
to Paragraph 2 of Article II. Nominations of persons for election to the Board
of Directors may be made at a special meeting at which directors are to be
elected pursuant to such
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  notice of
meeting (i) by or at the direction of the Board of Directors or
(ii) by any stockholder of the Corporation who (A) is a stockholder of
record at the time of giving of such notice of meeting, (B) is entitled to
vote at the meeting and (C) complies with the notice procedures set forth in
this Paragraph 12 of Article II. Any stockholder desiring to nominate
persons for election to the Board of Directors at such a special meeting shall
cause a written notice to be received by the Secretary of the Corporation at the
principal offices of the Corporation not earlier than the one hundred twentieth
(120th) day prior to
such special meeting and not later than the close of business on the later of
(I) the ninetieth (90th) day prior to such
special meeting and (II) the 10th day following the day on which public
announcement is first made of the date of such special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. Such
written notice shall be signed by the stockholder of record who intends to make
the nomination and by the beneficial owner or owners, if any, on whose behalf
the stockholder is acting, shall bear the date of signature of such stockholder
and any such beneficial owner and shall set forth: (1) the name and
address, as they appear on the Corporation’s books, of such stockholder and any
such beneficial owner; (2) the Share Information relating to each such
stockholder and beneficial owner (which Share Information shall be supplemented
by such stockholder and any such beneficial owner not later than ten days after
the meeting record date to disclose such Share Information as of the meeting
record date); (3) a representation that such stockholder is a holder of
record of shares of the Corporation entitled to vote at such meeting and intends
to appear in person or by Proxy at the meeting to make the nomination specified
in the notice; (4) any other information relating to such stockholder and
any such beneficial owner that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for, as applicable, the proposal and/or for the election of directors
in a contested election pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder; (5) the name and residence
address of the person or persons to be nominated; (6) a description of all
agreements, arrangements or understandings between such stockholder and any such
beneficial owner and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination is to be made by such
stockholder and any such beneficial owner, including without limitation any
agreement, arrangement or understanding with any person as to how such nominee,
if elected as a director of the Corporation, will act or vote on any issue or
question; (7) a description of all direct and indirect compensation and
other material monetary agreements, arrangements and understandings during the
past three years and any other material relationships, between or among such
stockholder and any such beneficial owner and their respective Affiliates and
associates, or others acting in concert therewith, on the one hand, and each
proposed nominee, and his or her respective Affiliates and associates or others
acting in concert therewith, on the other hand, including, without limitation,
all information that would be required to be disclosed pursuant to Item 404 of
Regulation S-K under the Securities Act if the stockholder making the nomination
and any beneficial owner on whose behalf the nomination is made, or any
Affiliate or associate thereof or person acting in concert therewith, were the
“registrant” for purposes of such rule and the nominee were a director or
executive officer of such registrant; (8) such other information regarding
each nominee proposed by such
  - 10
-
  stockholder
and any such beneficial owner as would be required to be disclosed in contested
solicitations of proxies for elections of directors, or would be otherwise
required to be disclosed, in each case pursuant to Regulation 14A under the
Exchange Act; and (9) the written consent of each nominee to be named in a
proxy statement and to serve as a director of the Corporation if so elected. In
no event shall any adjournment or postponement of a special meeting commence a
new time period for the giving of a stockholder’s notice as described
above.
 
 (c)
General.
 
 (i) Only
persons who are nominated by the Board of Directors or in accordance with the
procedures set forth in this Paragraph 12 of Article II shall be eligible
to serve as directors. Only such business shall be conducted at an annual
meeting or special meeting as shall have been brought before such meeting in
accordance with the procedures set forth in this Paragraph 12 of Article
II. The chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this Paragraph 12
of Article II and, if any proposed nomination or business is not in compliance
with this Paragraph 12 of Article II, to declare that such defective
proposal shall be disregarded.
 
 (ii) For
purposes of this Paragraph 12 of Article II, “public announcement” shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
 
 (iii)
Notwithstanding the foregoing provisions of this Paragraph 12 of Article
II, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Paragraph 12 of Article II. Nothing in this
Paragraph 12 of Article II shall be deemed to limit the Corporation’s
obligation to include stockholder proposals in its proxy statement if such
inclusion is required by Rule 14a-8 under the Exchange Act.
 
 ARTICLE
III
 -----------
 
 Board of
Directors
 
 1.              Election
and Tenure.  The business and affairs of the Corporation shall be
managed by a Board of Directors who shall be elected at the annual meetings of
stockholders by plurality vote.  Each director shall be elected to
serve and to hold office until the next succeeding annual meeting and until his
successor shall be elected and shall qualify, or until his earlier death,
resignation or removal.
 
 2.              Number
and Qualification.  The Board of Directors shall consist of not less
than two nor more than nine members, unless and until otherwise determined by
vote of a majority of the entire Board of Directors.  The number of
Directors shall not be less than two (2), unless all of the outstanding shares
of stock are owned beneficially and of record by less than two (2) stockholders,
in which event the
 number of
directors shall not be less than the number of stockholders or the minimum
permitted by statute.
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 3.              Organization
Meetings.  As soon as practicable after each annual election of
directors, the Board of Directors shall meet for the purpose of organization,
selection of a Chairman of the Board, election of officers and the transaction
of any other business.
 
 4.              Regular
Meetings.  Regular meetings of the Board of Directors shall be held at
such time or times as may be determined by the Board of Directors and specified
in the notice of such meeting.
 
 5.              Special
Meetings.  Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President and shall be called by the President
or Secretary on the written request of any two (2) directors.
 
 6.              Place
of Meetings.  Any meeting of the Board of Directors may be held at
such place or places as shall from time to time be determined by the Board of
Directors or fixed by the Chairman of the Board and as shall be designated in
the notice of the meeting.
 
 7.              Notice
of Meetings.  Notice of each meeting of directors, whether
organizational, regular or special, shall be given to each
director.  If such Notice is given either (a) by delivering written or
printed Notice to a director personally or (b) by telephone personally to such
director, it shall be so given at least two (2) days prior to the
meeting.  If such Notice is given either (a) by depositing a written
or printed Notice in the United States mail, postage prepaid, or (b) by
transmitting a cable or telegram or facsimile in all cases directed to such
director at his residence or place of business, it shall be so given at least
four (4) days prior to the meeting.  The Notice of all meetings shall
state the place, date and hour thereof, but need not, unless otherwise required
by statute, state the purpose or purposes thereof.
 
 8.              Election.  Except
as may otherwise be provided herein or in the Certificate of Incorporation by
way of cumulative voting rights, the members of the Board of Directors of the
Corporation, who need not be stockholders, shall be elected by a majority of the
votes cast at a meeting of stockholders, by the holders of shares of stock
present in person or by proxy, entitled to vote in the election.
 
 9.              Quorum.  A
majority of the number of directors fixed by paragraph 2 of this Article III
shall constitute a quorum at all meetings of the Board of Directors, and the
vote 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.  In the absence of
a quorum at any such meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice, other than announcement at
the meeting, until a quorum shall be present.
 
 10.              Organization,
Agenda and Procedure.  The Chairman of the Board or in his absence any
director chosen by a majority of the directors present shall act as Chairman of
the meetings of the Board of Directors.  In the absence of the
Secretary and Assistant Secretary, any person appointed by the Chairman shall
act as secretary of such meetings. The agenda of and procedure for such meetings
shall be as
 determined
by the Board of Directors.
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 11.              Resignation.  Any
director of the Corporation may resign at any time by giving written notice of
his resignation to the Board of Directors, to the Chairman of the Board, the
President, any Vice President or the Secretary of the
Corporation.  Such resignation shall take effect at the date of
receipt of such notice or at any later time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
 
 12.              Removal.  Except
as otherwise provided in the Articles of Incorporation or in these Bylaws, any
director may be removed, either with or without cause, at any time, by the
affirmative vote of the holders of a majority of the issued and outstanding
shares of stock entitled to vote for the election of directors of the
Corporation given at a special meeting of the stockholders called and held for
such purpose.  The vacancy in the Board of Directors caused by any
such removal may be filled by such stockholders at such meeting or, if the
stockholders at such meeting shall fail to fill such vacancy, by the Board of
Directors as provided in paragraph 12 of this Article III.
 
 13.              Vacancies.  Except
as provided in paragraph 11 of this Article III, any vacancy occurring for any
reason in the Board of Directors may be filled by the affirmative vote of a
majority of the directors then in office, though less than a quorum of the Board
of Directors.   Any directorship to be filled by the affirmative
vote of a majority of the directors then in office or by an election at an
annual meeting or at a special meeting of stockholders called for that
purpose.  A director elected to fill a vacancy shall be elected for
the un-expired term of his predecessor in office and shall hold office until the
expiration of such term and until his successor shall be elected and shall
qualify or until his earlier death, resignation or removal.  A
director chosen to fill a position resulting from an increase in the number of
directors shall hold office until the next annual meeting of stockholders and
until his successor shall be elected and shall qualify, or until his earlier
death, resignation or removal.
 
 14.              Executive
Committee.  The Board of Directors, by resolution adopted by a
majority of the number of directors fixed by paragraph 2 of this Article III,
may designate two (2) or more directors to constitute an executive committee,
which committee, to the extent provided in such resolution, shall have and may
exercise all of the authority of the Board of Directors in the management of the
Corporation.
 
 15.              Compensation
of Directors.  Each director may be allowed such amount per annum or
such fixed sum for attendance at each meeting of the Board of Directors or any
meeting of an executive committee, or both, as may be from time to time fixed by
resolution of the Board of Directors, together with reimbursement for the
reasonable and necessary expenses incurred by such director in connection with
the performance of his duties.  Nothing herein contained shall be
construed to preclude any other capacity and receiving proper compensation
therefor.
 
 16.              Duties
and Powers.  The Board of Directors shall be responsible for the
control and management of the affairs, property and interests of the Corporation
and may exercise all powers of the Corporation, except as are in the Certificate
of Incorporation or by statute expressly conferred upon or reserved to the
stockholders.
  - 13
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 ARTICLE
IV
 ----------
 
 1.            
Director Action Without Meeting.  Unless the Articles of Incorporation
provide otherwise, action required or permitted by the Colorado Business
Corporation Act to be taken at a Board of Directors meeting or committee meeting
may be taken without a meeting if the action is taken by all members of the
Board or committee. The action shall be evidenced by one or more written
consents describing the action taken, signed by each director and retained by
the Corporation. Action taken hereunder is effective when the last director
signs the consent, unless the consent specifies a different effective date. A
consent signed hereunder has the effect of a unanimous vote taken at a meeting
at which all directors or committee members were present, and may be described
as such in any document.
 
 2.              
Stockholder Action Without Meeting.
 
 (a) To be
valid, each expression of consent to corporate action in writing (a “Consent”)
shall be in writing; shall set forth the specific corporate action to be taken
(which corporate action or actions shall be limited to the action or actions set
forth in the written request to set a Consent Record Date  (as defined
below) received by the corporation pursuant to Paragraph 3(c) of Article XI);
shall be signed by one or more persons who as of the Consent Record Date are
stockholders of record (or their duly authorized proxies); shall bear the date
of signature of each such stockholder (or their duly authorized proxies); shall
set forth the name and address, as they appear in the Corporation’s books, of
each stockholder signing such Consent and the class and number of shares of the
Corporation that are owned of record by each such stockholder; in the case of a
Person who is not a stockholder of record, shall be accompanied by a Proxy or
proxies evidencing each such Person’s appointment as a Proxy for the applicable
stockholder of record; and shall be sent to the inspectors of elections engaged
by the Corporation pursuant to this Paragraph 2(c) of Article IV in accordance
with the provisions of Paragraph 2(d) of Article IV.  Without limiting
the foregoing, no Consent shall be valid unless, within sixty (60) days
after the applicable Consent Record Date fixed pursuant to Paragraph 3(c) of
Article XI, Consents representing the requisite number of shares subject to
valid and unrevoked Consents to express such corporate action are delivered to
the Corporation pursuant to Paragraph 2 of Article IV; provided, however, that
if the Corporation or a Consent Soliciting Stockholder (as defined below)
(whichever is soliciting Consents) has requested a Preliminary Consent Report
(as defined below) that is pending on such 60th day pursuant to Paragraph
2(e) of Article IV, then such Consents shall be valid if Consents representing
the requisite number of shares subject to valid and unrevoked Consents to
express such corporate action are delivered to the Corporation pursuant to this
Paragraph 2 at such time as such inspectors issue the Final Consent Report (as
defined below) relating to the pending Preliminary Consent Report pursuant to
Paragraph 2(f) of Article IV or Paragraph 2(g) of Article IV. The Board of
Directors shall have the power and authority to make rules that are not
inconsistent with the Colorado Business Corporation Act as to the validity of
Consents and revocations thereof.
  - 14
-
  
 (b)
Consents may be revoked at any time prior to the earlier of (i) such time
as the inspectors of elections issue a Final Consent Report pursuant to
Paragraph 2(f) of Article IV or Paragraph 2(g) of Article IV or (ii) sixty
(60) days after the applicable Consent Record Date fixed pursuant to
Paragraph 3(c) of Article XI by written notice delivered to (A) the
Secretary, (B) any Consent Soliciting Stockholder, (C) to a proxy
solicitor or other agent designated by the Corporation or any Consent Soliciting
Stockholder and/or (D) the inspectors of elections engaged by the
Corporation pursuant to Paragraph 2(c) of Article IV.
 
 (c)
Within three (3) Business Days after a Consent Record Date fixed pursuant
to Paragraph 3(c) of Article XI, the Corporation shall (i) engage
regionally or nationally recognized independent inspectors of elections to act
as agent of the Corporation for the purpose of promptly performing a ministerial
review of the validity of Consents and revocations thereof and (ii) provide
notice to each Consent Soliciting Stockholder of the identity of such inspectors
and the manner in which such Consent Soliciting Stockholder may deliver Consents
and revocations thereof to such inspectors pursuant to Paragraph 2(d) of Article
IV. Except as provided in Paragraph 3(c)(ii) of Article XI, the cost of
retaining inspectors of election shall be borne by the Corporation.
 
 (d) The
Corporation, the Consent Soliciting Stockholders and their respective proxy
solicitors or other designated agents shall deliver Consents and revocations
thereof to the inspectors within two (2) Business Days after receipt. As
soon as the inspectors receive Consents and/or revocations thereof, the
inspectors shall review the Consents and revocations thereof and shall maintain
a count of the number of shares subject to valid and unrevoked Consents. The
inspectors shall keep such count confidential and shall not reveal the count to
any Person; provided, however, that, as soon as practicable after a written
request therefor by the Corporation or a Consent Soliciting Stockholder, the
inspectors shall issue a report (a “Consent Report”) to the Corporation and the
Consent Soliciting Stockholders stating: (i) the number of shares subject
to valid Consents; (ii) the number of shares subject to valid revocations
of Consents; (iii) the number of shares subject to valid and unrevoked
Consents; (iv) the number of shares subject to invalid Consents;
(v) the number of shares subject to invalid revocations of Consents;
(vi) whether, based on their count, the requisite number of shares subject
to valid and unrevoked Consents has been obtained to express the corporate
action specified in the Consents; and (vii) the latest date the inspectors
received Consents and revocations thereof that the inspectors reflected in such
report (the “Report Date”).
 
 (e) As
soon as practicable after a written request therefor by the Corporation or a
Consent Soliciting Stockholder (whichever is soliciting Consents), notice of
which request shall be given to the Corporation and any parties opposing the
Solicitation of Consents, if any, which request shall state that the Corporation
or the Consent Soliciting Stockholders, as the case may be, has a good faith
belief that the requisite number of shares subject to valid and unrevoked
Consents to express the corporate action specified in the Consents has been
received in accordance with the Articles of Incorporation and
  - 15
-
  these
Bylaws, the inspectors shall issue and deliver to the Corporation and the
Consent Soliciting Stockholders a preliminary Consent Report (the “Preliminary
Consent Report”); provided, however, that neither the Corporation nor the
Consent Soliciting Stockholders may request a Preliminary Consent Report after
the 60th day after the
applicable Consent Record Date fixed pursuant to Paragraph 3(c) of Article XI.
Unless the Corporation and the Consent Soliciting Stockholders shall agree to a
shorter or longer period, the Corporation and the Consent Soliciting
Stockholders shall have two (2) Business Days after receipt of the
Preliminary Consent Report to review the Consents and revocations thereof and to
advise the inspectors and the opposing parties in writing as to whether they
intend to challenge the Preliminary Consent Report.
 
 (f) If no
written notice of an intention to challenge a Preliminary Consent Report is
received within two (2) Business Days after receipt of the Preliminary
Consent Report by the Corporation and the Consent Soliciting Stockholders and
either (i) the date that is two (2) Business Days after such receipt
of such Preliminary Consent Report (the “Cut-Off Date”) is more than sixty
(60) days after the applicable Consent Record Date fixed pursuant to
Paragraph 3(c) of Article XI or (ii) the Cut-Off Date is not more than
sixty (60) days after the applicable Consent Record Date fixed pursuant to
Paragraph 3(c) of Article XI and the requisite number of shares subject to valid
and unrevoked Consents to express the corporate action specified in the Consents
was obtained, then the inspectors shall as promptly as practicable issue to the
Corporation and the Consent Soliciting Stockholders their final Consent Report
(a “Final Consent Report”), which shall contain the information included in the
Preliminary Consent Report, plus all changes in the vote totals as a result of
Consents and revocations thereof received after the Preliminary Consent Report
Report Date to the time of issuance of the Final Consent Report, if such
Consents and revocations thereof are received within sixty (60) days after
the applicable Consent Record Date fixed pursuant to Paragraph 3(c) of Article
XI, and a certification as to whether the requisite number of shares subject to
valid and unrevoked Consents to express the corporate action specified in the
Consents was obtained. If the Cut-Off Date is not more than sixty (60) days
after the applicable Consent Record Date fixed pursuant to Paragraph 3(c) of
Article XI and the requisite number or shares subject to valid and unrevoked
Consents to express the corporate action specified in the Consents was not
obtained, then the inspectors shall as promptly as practicable issue a Consent
Report to the Corporation and the Consent Soliciting Stockholders and a
certification that the requisite number of shares subject to valid and unrevoked
Consents to express the corporate action specified in the Consents was not
obtained, and the corporation or the Consent Soliciting Stockholders (whichever
is soliciting Consents) shall have the right to request again a Preliminary
Consent Report in accordance with the provisions of Paragraph 2(e) of Article
IV.
 
 (g) If
the Corporation or the Consent Soliciting Stockholders issue written notice to
the inspectors and the Corporation or the Consent Soliciting Stockholders, as
the case may be, of an intention to challenge a Preliminary Consent Report
within two (2) Business Days after receipt of the Preliminary Consent
Report by the Corporation and the Consent Soliciting Stockholders, then a
challenge session shall be scheduled by the inspectors as promptly as
practicable, at which the
  - 16
-
  Corporation
and the Consent Soliciting Stockholders shall have the right to object to the
validity of Consents and revocations thereof. A transcript of the challenge
session shall be recorded by a certified court reporter. Following completion of
the challenge session, if either (i) the date on which the challenge
session is completed (the “Completion Date”) is more than sixty (60) days
after the applicable Consent Record Date fixed pursuant to Paragraph 3(c) of
Article XI or (ii) the Completion Date is not more than sixty
(60) days after the applicable Consent Record Date fixed pursuant to
Paragraph 2(c) of Article XI and the requisite number of shares subject to valid
and unrevoked Consents to express the corporate action specified in the Consents
was obtained, then the inspectors shall as promptly as practicable issue to the
Corporation and the Consent Soliciting Stockholders a Final Consent Report,
which shall contain the information included in the Preliminary Consent Report,
plus all changes in the vote totals as a result of the challenge and, if such
Consents and revocations thereof are received within sixty (60) days after
the applicable Consent Record Date fixed pursuant to Paragraph 3(c) of Article
XI, Consents and revocations thereof received after the Preliminary Consent
Report Report Date to the time of issuance of the Final Consent Report, and a
certification as to whether the requisite number of shares subject to valid and
unrevoked Consents to express the corporate action specified in the Consents was
obtained. If the Completion Date is not more than sixty (60) days after the
applicable Consent Record Date fixed pursuant to Paragraph 3(c) of Article XI
and the requisite number of shares subject to valid and unrevoked Consents to
express the corporate action specified in the Consents was not obtained, then
the inspectors shall as promptly as practicable issue a Consent Report to the
Corporation and the Consent Soliciting Stockholders and a certification that the
requisite number of shares subject to valid and unrevoked Consents to express
the corporate action specified in the Consents was not obtained, and the
Corporation or the Consent Soliciting Stockholders (whichever is soliciting
Consents) shall have the right to request again a Preliminary Consent Report in
accordance with the provisions of Paragraph 2(e) of Article IV.
 
 (h)
Simultaneously with the delivery of any Final Consent Report to the Corporation
pursuant to Paragraph 2(f) of Article IV or Paragraph 2 (g) of Article IV, the
inspectors shall deliver all valid and unrevoked Consents to the Corporation,
which shall constitute delivery of such Consents to the corporation for purposes
of Section 7-107-104 of the Colorado Business Corporation Act and the
Articles of Incorporation. A copy of any Final Consent Report shall be included
in the book in which the proceedings of meetings of stockholders are
recorded.
 
 (i) As to
any Consent, if, prior to the issuance of a Final Consent Report and delivery of
Consents to the Corporation, all Consent Soliciting Stockholders notify the
Corporation and the inspectors in writing that such Consent Soliciting
Stockholders no longer desire to express consent to the corporate actions
specified in the Consents, then the Consents shall be deemed abandoned, and the
inspectors shall not issue a Final Consent Report or deliver such Consents to
the Corporation.
  - 17
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 ARTICLE
V
 ---------
 
 Officers
 
 1.              Election
and Tenure.  The Board of Directors annually shall elect a President,
a Secretary, and a Treasurer.  The Board of Directors may also elect
or appoint such Vice Presidents, other officers and assistant officers as may be
determined by the Board of Directors.  The Board of Directors may
delegate to any such officer the power to appoint or remove subordinate
officers, agents, or employees.  Any two or more offices may be held
by the same person, except the offices of President and
Secretary.  Each officer so elected or appointed shall continue in
office until his successor shall be elected or appointed and shall qualify, or
until his earlier death, resignation or removal.
 
 2.              Resignation,
Removal and Vacancies.  Any officer may resign at any time by giving
written notice thereof to the Board of Directors or to the
President.  Such resignation shall take effect on the date specified
therein and no acceptance of the same shall be necessary to render the same
effective.  Any officer may at any time be removed the by the
affirmative vote of a majority of the number of directors specified in section 2
of Article III of these Bylaws, or by an executive committee thereunto duly
authorized.  If any office becomes vacant for any reason, the vacancy
may be filled by the Board of Directors.  An Officer appointed to fill
a vacancy shall be appointed for the un-expired term of his predecessor in
office and shall continue in office until his successor shall be elected or
appointed and shall qualify, or until his earlier death, resignation or
removal.
 
 3.              President.  The
President shall be the chief executive officer of the
Corporation.   He shall preside at all meetings of the
stockholders and shall have general and active management of the business of the
Corporation.  He shall see that all orders and resolutions of the
Board of Directors are carried into effect and in general shall perform all
duties as may from time to time be assigned to him by the Board of
Directors.
 
 4.              Vice
President.  The Vice President shall perform such duties and possess
such powers as from time to time may be assigned to them by the Board of
Directors or by the President.  In the absence of the President or in
the event of his inability or refusal to act, the Vice President (or in the
event there by more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any
 designation,
then in the order of their election or appointment) shall perform the duties of
the President and when so performing shall have all the powers of and be subject
to all the restrictions upon the President.
 
 5.              Secretary.  The
Secretary shall perform such duties and shall have such powers as may from time
to time be assigned to him by the Board of Directors or the
President.  In addition, the Secretary shall perform such duties and
have such powers as are incident to the office of Secretary, including without
limitation the duty and power to
  - 18
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  give
notice of all Meetings of Stockholders and the Board of Directors, to attend
such meetings and keep a record of the proceedings, and to be custodian of
corporate records and the corporate seal and to affix and attest to the same on
documents, the execution of which on behalf of the Corporation is authorized by
these Bylaws or by the action of the Board of Directors.
 
 6.              Treasurer.  The
Treasurer shall perform such duties and shall have such powers as may from time
to time be assigned to him by the Board of Directors or the
President.  In addition, the Treasurer shall perform such duties and
have such powers as are incident to the office of Treasurer, including without
limitation the duty and power to keep and be responsible for all funds and
securities of the Corporation, to deposit funds of the Corporation in
depositories selected in accordance with these Bylaws, disburse such funds as
ordered by the Board of Directors, making proper accounts thereof, and shall
render as required by the Board of Directors statements of all such transactions
as Treasurer and of the financial condition of the Corporation.
 
 7.              Assistant
Secretaries.  The Assistant Secretaries shall perform such duties and
possess such powers as from time to time shall be assigned to them by the Board
of Directors, the President or the Secretary.  In the absence,
inability or refusal to act of the Secretary, the Assistant Secretaries in the
order determined by the Board of Directors shall perform the duties and exercise
the powers of the Secretary.
 
 8.              Assistant
Treasurers.  The Assistant Treasurers shall perform such duties and
possess such powers as from time to time shall be assigned to them by the Board
of Directors, the President, or the Treasurer.  In the absence,
inability or refusal to act of the Treasurer, the Assistant Treasurers, in the
order determined by the Board of Directors, shall perform the duties and
exercise the powers of the Treasurer.
 
 9.              Bond
of Officers.  The Board of Directors may require any officer to give
the Corporation a bond in such sum, and with such surety or sureties, as shall
be satisfactory to the Board of Directors for such terms and conditions as the
Board of Directors may specify, including without limitation, for the faithful
performance of his duties and for the restoration to the Corporation of all
property in his possession or under his belonging to the
Corporation.
 
 10.            Salaries.  Officers
of the Corporation shall be entitled to such salaries, emoluments, compensation
or reimbursement as shall be fixed or allowed from time to time by the Board of
Directors.
 
  - 19
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  ARTICLE
VI
 ----------
 
 Indemnification
 
 1.              Third
Party Actions.  The corporation shall indemnify any person who was or
is 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, 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 expenses (including attorneys'
fees), judgments, by him in connection with 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, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
 
 2.              Derivative
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 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, officer, 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 for negligence or misconduct in the performance of
his duty 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 and in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
 
 3.              Extent
of Indemnification.  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 1 and 2 of
this Article VI, 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.
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 4.              Determination.  Any
indemnification under sections 1 and 2 of this Article VI (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the officer, director and employee
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in sections 1 and 2 of this Article
VI.  Such determination shall be made (a) 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, or (b) if such a quorum is not obtainable, or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the affirmative vote of the
holders of a majority of the shares of stock entitled to vote and represented at
a meeting called for such purpose.
 
 5.              Payment
in Advance.  Expenses incurred 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 as authorized by the Board
of Directors as provided in Section 4 of this Article VI upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article VI.
 
 6.              Insurance.  The
Board of Directors may exercise the Corporation's power to 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 such liability hereunder or otherwise.
 
 7.              Other
coverage.  The indemnification provided by this Article VI shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under the Articles of Incorporation, these Bylaws, agreement,
vote of shareholders or disinterested directors, the Colorado Corporation Code,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs and personal representatives of such a
person.
 
 ARTICLE
VII
 -----------
 
 Execution
of Instruments; Loans;
 Checks
and Endorsements; Deposits; Proxies
 
 1.              Execution
of Instruments.  The President or any Vice President shall have power
to execute and deliver on behalf and in the name of the Corporation any
instrument requiring the signature of an officer of the Corporation, except as
otherwise provided in these
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  Bylaws of
where the execution and delivery thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the
Corporation.  Unless authorized so to do by these Bylaws or by the
Board of Directors, no officer, agent or employee shall have any power or
authority to bind the Corporation in any way, to pledge its credit or to render
it liable pecuniarily for any purpose or in any amount.
 
 2.              Loans.
No loan shall be contracted on behalf of the Corporation, and no evidence of
indebtedness shall be issued, endorsed or accepted in its name, unless
authorized by the Board of Directors or a standing committee designated by the
Board of Directors so to act.  Such authority may be general or
confined to specific instances.  When so authorized, the officer or
officers thereunto authorized may effect loans at any time for the Corporation
from any bank or other entity and for such loans may execute and deliver
promissory notes or other evidences of indebtedness of the Corporation, and when
authorized as aforesaid, as security for the payment of any and all loans (and
any obligations incident thereto) of the Corporation, may mortgage, pledge, or
otherwise encumber any real or personal property, or any interest therein, at
any time owned or held by the Corporation, and to that end may execute and
deliver such instruments as may be necessary or proper in the
premises.
 
 3.              Checks
and Endorsements.  All checks, drafts or other orders for the payment
of money, obligations, notes or other evidences of indebtedness, bills of
lading, warehouse receipts, trade acceptances, and other such instruments shall
be signed or endorsed by such officers or agents of the Corporation as shall
from time to time be determined by resolution of the Board of Directors, which
resolution may provide for the use of facsimile signatures.
 
 4.              Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time
to time to the Corporation's credit in such banks or other depositories as shall
from time to time be determined by resolution of the Board of Directors, which
resolution may specify the officers or agents of the Corporation who shall have
the power, and the manner in which such power shall be exercised, to make such
deposits and to endorse, assign and deliver for collection and deposit checks,
drafts and other orders for the payment of money payable to the Corporation or
its order.
 
 5.              Proxies.  Unless
otherwise provided by resolution adopted by the Board of Directors, the
President or any Vice President may from time to time appoint one or more agents
or attorneys in fact of the Corporation, in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast as
the holder of stock or other securities in any other Corporation, association or
other entity any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other Corporation, association or other entity, or to consent in writing, in the
name of the Corporation as such holder, to any action by such other Corporation,
association or other entity, and may instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent, and may execute
or cause to be executed in the name and on behalf of the Corporation and under
its corporate seal, or otherwise, all such written proxies or other instruments
as he may deem necessary or proper in the premises.
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 ARTICLE
VIII
 ------------
 
 Shares of
Stock
 
 1.               
Regulation.  Shares of stock of the Corporation may be certificated or
uncertificated (i.e., book entry), as provided under the Colorado Business
Corporation Act.  Subject to the terms of any contract of the
Corporation, the Board of Directors may make such rules and regulations as it
may deem expedient concerning the issue, transfer and registration of shares of
stock, whether certificated or uncertificated, of the Corporation, including the
issuance of new certificates for lost or destroyed certificates and the
appointment of transfer agents and registrars.
 
 2.                Form
of Shares.  Shares that are issued in certificated form shall exhibit
the holder's name and number of shares and shall be signed by the President or
Vice President, and by the Treasurer or the Secretary.  If the
Corporation has a transfer agent or an assistant transfer agent or a transfer
clerk acting on its behalf and a registrar, the signature of any officer may be
facsimile.  Facsimile signatures may be of the officers of the
Corporation designated above who are officers at the time of the issuance of the
certificates or who were such at the time of the printing or engraving of the
certificates whether or not the person has continued to hold that
office.  The powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations and/or restrictions thereon shall be
set forth in full or summarized on the face or back of any certificate which the
Corporation shall issue to represent a class or series of stock, provided that,
except as provided to the contrary by the Colorado Business Corporation Act, in
lieu of the foregoing requirements there may be set forth on the certificate a
statement that the Corporation will furnish without charge to each stockholder
who so requests a summary of such powers, designations, preferences and/or
rights and the qualifications, limitations and/or restrictions
thereon.  Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner thereof
a written notice containing certain information required by the Colorado
Business Corporation Act to be set forth or stated on certificates or shall send
to such registered owner a statement that the Corporation will furnish such
information without charge to each stockholder upon request.
 
 3.             
Record.  A record shall be kept of the name of each person or entity
holding the stock of the Corporation.  In the event that such shares
have been certificated, the record shall include the number of shares
represented by each certificate, the date of issuance thereof, and, in the case
of cancellation, the date of cancellation.  The person or entity in
whose name shares of stock stand on the books of the Corporation shall be deemed
the owner thereof, and thus a holder of record of such shares of stock, for all
purposes as regards the Corporation.
 
 4.            
 Transfer of Stock.  Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and, if such shares are
certificated, on the surrender of the certificate or certificates for such
shares properly endorsed.
 
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 5.             
Transfer Agents and Registrars; Regulations. The Board of Directors may appoint
one or more transfer agents or registers with respect to shares of the stock of
the Corporation.  The Board of Directors may make rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.
 
 6.              Lost,
Destroyed or Mutilated Certificates.  The holder of any certificate
representing shares of stock of the Corporation shall immediately notify the
Corporation of any loss or destruction of the certificate representing the
same.  The Corporation may issue a new certificate in the place of any
certificate previously issued by it, alleged to have been lost or
destroyed.  On production of such evidence of loss or destruction as
the Board of Directors in its discretion may require, the owner of the lost or
destroyed certificate, or his legal representatives, to give the Corporation a
bond in such sum as the Board may direct, and with such surety or sureties as
may be satisfactory to the Board to indemnify the Corporation against any
claims, loss, liability or damage it may suffer on account of the issuance of
the new certificate.  A new certificate may be issued without
requiring any such evidence or bond when, in the judgment of the Board of
Directors, it is proper to do so.
 
 ARTICLE
IX
 ----------
 
 Corporate
Seal
 1.            Corporate
Seal.  The corporate seal shall be in such form, as shall be approved
by resolution of the Board of Directors.  Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.  The impression of the seal may be made and
attested by either the Secretary or an Assistant Secretary for the
authentication of contracts or other
 papers
requiring the seal.
 
 ARTICLE
X
 ---------
 
 Fiscal
Year
 
 1.           
 Fiscal Year.  The fiscal year of the Corporation shall be such
year as shall be established by the Board of Directors.
 
 
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  ARTICLE
XI
 -----------
 
 Corporate
Books and Records
 
 1.              Corporate
Books.  The books and records of the Corporation may be kept within or
without the State of Colorado at such place or places as may be from time to
time designated by the Board of Directors.
 
 2.              Addresses
of Stockholders.  Each shareholder shall furnish to the Secretary of
the Corporation or the Corporation's transfer agent, an address to which notices
from the Corporation, including notices of meetings, may be directed and if any
shareholder shall fail so to designate such an address, it shall be sufficient
for any such notice to be directed to such shareholder at his address last known
to the Secretary or transfer agent.
 
 3.             
Record Date.
 
 (a) The
Board of Directors may fix in advance a date not less than ten days and not more
than sixty days prior to the date of an annual meeting or special meeting as the
record date for the determination of stockholders entitled to notice of, or to
vote at, such meeting (the “Meeting Record Date”). In the case of any Demand
Special Meeting, (i) the Meeting Record Date shall be not later than the
30th day after the Delivery Date and (ii) if the Board of Directors fails
to fix the Meeting Record Date within thirty days after the Delivery Date, then
the close of business on such 30th day shall be the Meeting Record Date. The
stockholders of record on the Meeting Record Date shall be the stockholders
entitled to notice of and to vote at the meeting. When a determination of
stockholders entitled to notice of and to vote at any annual meeting or special
meeting has been made as provided in this Paragraph 3 of Article XI, such
determination shall be applied to any adjournment thereof unless the Board of
Directors fixes a new Meeting Record Date and except as otherwise required by
law. A new Meeting Record Date must be set if a meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
 
 (b) The
Board of Directors may also fix in advance a date as the record date for the
purpose of determining stockholders entitled to take any other action or
determining stockholders for any other purpose. Such record date shall not be
more than sixty days prior to the date on which the particular action, requiring
such determination of stockholders, is to be taken. If the Board of Directors
does not fix a record date for the determination of stockholders entitled to
receive a share dividend or distribution (other than a distribution involving a
purchase, redemption or other acquisition of the Corporation’s shares), then the
close of business on the day on which the resolution of the Board of Directors
is adopted declaring the dividend or distribution shall be the record
date.
 
 (c) In
order that the Corporation may determine the stockholders entitled to express
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record date to determine the stockholders entitled to express consent
to corporate action in writing without a meeting (the “Consent Record Date”).
The Consent Record Date
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  shall not
precede the date upon which the resolution fixing the Consent Record Date is
adopted by the Board of Directors, and such date shall not be more than ten days
after the date upon which the resolution fixing the Consent Record Date is
adopted by the Board of Directors. Any stockholder of record seeking to have the
stockholders express consent to corporate action in writing without a meeting
shall, by sending written notice to the Secretary of the Corporation by hand or
by certified registered mail, return receipt requested, request the Board of
Directors to fix a Consent Record Date. The Board of Directors shall promptly,
but in all events within ten days after the date on which such a request is
received, adopt a resolution fixing the Consent Record Date and shall make a
public announcement of such Consent Record Date. If no Consent Record Date has
been fixed by the Board of Directors within ten days after the date on which
such a request is received by the Secretary, then the Consent Record Date shall
be the 10th day after the first date on which a valid written request to set a
Consent Record Date is received by the Secretary. To be valid, such written
request shall comply with each of the following:
 
 (i) Such
written request shall be signed by one or more stockholders of record and by the
beneficial owners or owners, if any, on whose behalf the stockholder or
stockholders are acting, shall bear the date of signature of each such
stockholder and any such beneficial owner and shall set forth: (A) the name
and address, as they appear on this corporation’s books, of each such
stockholder and any such beneficial owner who seeks to have the stockholders
express consent to corporate action in writing without a meeting; (B) the
Share Information relating to each such stockholder and beneficial owner;
(C) a representation that each such stockholder is a holder of record of
shares of the Corporation entitled to vote at a meeting of stockholders;
(D) any other information relating to such stockholder and any such
beneficial owner that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for, as applicable, the proposal and/or for the election of directors in a
contested election pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder; (E) the manner in which each such
stockholder and any such beneficial owner intend to comply with Regulation 14A
under the Exchange Act in seeking to have the stockholders express consent to
corporate action in writing without a meeting; (F) in the case of any such
stockholder and any such beneficial owner seeking to elect or re-elect a
director by the stockholders expressing consent to corporate action in writing
without a meeting, (1) the name and residence address of the person or
persons each such stockholder and any such beneficial owner are seeking to elect
or re-elect as a director, (2) a description of all agreements,
arrangements or understandings between each such stockholder and any such
beneficial owner and each person such stockholder and any such beneficial owner
are seeking to elect or re-elect as a director and any other person or persons
(naming such person or persons) pursuant to which such stockholder and any such
beneficial owner are seeking to elect or re-elect such person as a director,
including without limitation any agreement, arrangement or understanding with
any person as to how each person such stockholder and beneficial owner are
seeking to elect or re-elect as a director, if elected as a director of the
corporation, will act or vote on any issue or question, (3) a description
of all direct and indirect compensation and other material
monetary
  - 26
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  agreements,
arrangements and understandings during the past three years, and any other
material relationships, between or among such stockholder and any such
beneficial owner and their respective Affiliates and associates, or others
acting in concert therewith, on the one hand, and each person such stockholder
and beneficial owner are seeking to elect or re-elect as a director, and his or
her respective Affiliates and associates, or others acting in concert therewith,
on the other hand, including, without limitation, all information that would be
required to be disclosed pursuant to Item 404 of Regulation S-K under the
Securities Act if such stockholder and beneficial owner, or any Affiliate or
associate thereof or person acting in concert therewith, were the “registrant”
for purposes of such rule and each person such stockholder and beneficial owner
are seeking to elect or re-elect as a director were a director or executive
officer of such registrant, (4) such other information regarding each
person such stockholder and beneficial owner are seeking to elect or re-elect as
a director as would be required to be disclosed in contested solicitations of
proxies for elections of directors, or would be otherwise required to be
disclosed, in each case pursuant to Regulation 14A under the Exchange Act, and
(5) the written consent of each such person to serve as a director of the
Corporation if so elected; (G) in the case of any such stockholder and any
such beneficial owner seeking to remove a director by the stockholders
expressing consent to corporate action in writing without a meeting,
(1) the names of the director(s) each such stockholder and any such
beneficial owner are seeking to remove and (2) the reasons of each such
stockholder and any such beneficial owner for asserting that such director(s)
may be removed for cause; and (H) in the case of any such stockholder and
any such beneficial owner seeking to authorize or take any other corporate
action by the stockholders expressing consent to corporate action in writing
without a meeting, (1) a brief description of the corporate action desired
to be authorized or taken and, if such corporate action includes an amendment to
these Bylaws, the language of the proposed amendment, (2) the reasons of
each such stockholder and any such beneficial owner for authorizing or taking
such corporate action, (3) any material interest in such corporate action
of each such stockholder and any such beneficial owner and (4) a
description of all agreements, arrangements or understandings between such
stockholder and any such beneficial owner and any other person or persons
(naming such person or persons) in connection with the proposal of such business
by such stockholder. In the case of any such stockholder and any such beneficial
owner seeking to elect or re-elect a director by the stockholders expressing
consent to corporate action in writing without a meeting, the Corporation may
require any person such stockholder and any such beneficial owner are seeking to
elect or re-elect as a director to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of such
person to serve as an independent director of the Corporation or that could be
material to a reasonable stockholder’s understanding of the independence, or
lack thereof, of such person.
 
 (ii) Such
written request shall be accompanied by a written agreement signed by each
Consent Soliciting Stockholder (as defined below) pursuant to which each Consent
Soliciting Stockholder, jointly and severally, agrees to pay the Corporation’s
costs relating to such Consent Soliciting Stockholder seeking to have the
stockholders express
   - 27
-
  consent
to corporate action in writing without a meeting, including the costs of
preparing and mailing proxy materials for the corporation’s own solicitation,
provided that if the Consent Soliciting Stockholder obtains the requisite number
of shares subject to valid and unrevoked Consents (as defined in Paragraph 2(c)
of Article IV) to express the corporate action referred to therein in accordance
with these Bylaws, then the Consent Soliciting Stockholders shall not be
required to pay such costs. For purposes of these Bylaws, “Consent Soliciting
Stockholder” shall mean each of the following Persons:
 
 (A) if
the number of stockholders signing the Consent or Consents is ten or fewer, each
Person signing any such Consents; or
 
 (B) if
the number of stockholders signing the Consent or Consents is more than ten,
each Person who either (1) was a Participant in any Solicitation of such
consent or consents or (2) at the time of the delivery to the corporation
of the documents described in this Paragraph 3(c) had engaged or intends to
engage in any Solicitation of Consents and/or Proxies for expressing consent to
corporate action in writing without a meeting (other than a Solicitation of
Consents and/or Proxies on behalf of the corporation).
 
 A
“Consent Soliciting Stockholder” shall also mean each Affiliate of a Consent
Soliciting Stockholder described in clause (A) or (B) above who is a
member of such Consent Soliciting Stockholder’s “group” for purposes of Rule
13d-5(b) under the Exchange Act, and any other Affiliate of such a Consent
Soliciting Stockholder, if a majority of the directors then in office determine,
reasonably and in good faith, that such Affiliate should be required to sign the
written notice described in Paragraph 3(c)(i) and/or the written agreements
described in this Paragraph 3(c)(ii) and Paragraph 3(c)(iii) to prevent the
purposes of this Paragraph 3 (c) and Paragraph 2(c) of Article IV from being
evaded.
 
 (iii)
Such written request shall be accompanied by a written agreement signed by each
Consent Soliciting Stockholder pursuant to which each Consent Soliciting
Stockholder agrees to deliver to any inspectors of election engaged by the
corporation pursuant to Paragraph 2(c) of Article IV within two
(2) Business Days after receipt all Consents and revocations thereof
received by such Consent Soliciting Stockholder or such Consent Soliciting
Stockholder’s proxy solicitor or other designated agent in connection with such
Consent Soliciting Stockholder seeking to have the stockholders express written
consent.
 
 4.              Audits
of Books and Accounts.  The corporation's books and accounts shall be
audited at such times and by such auditors as shall be specified and designated
by resolution of the Board of Directors.
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 ARTICLE
XII
 -----------
 
 Emergency
Bylaws
 
 1.              Emergency
Bylaws.  The Board of Directors may adopt emergency Bylaws in
accordance with and pursuant to the provisions therefor from time to time set
forth in the Colorado Corporation Code.
  
 ARTICLE
XIII
 ------------
 
 Amendments
 
 1.              Amendments.  All
Bylaws of the Corporation shall be subject to alteration, amendment or repeal,
and new Bylaws may be added, by the affirmative vote of a majority of a quorum
of the members of the Board of Directors at any regular or special
meeting.
 
 
 
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