BYLAWS
 OF
 METALLINE
MINING COMPANY
 (A Nevada
for profit corporation)
 
 As
amended through April 16, 2010
 
 ARTICLE
1
 GENERAL
PROVISIONS
 
 1.1State of
Incorporation. This
Corporation is incorporated under the laws of the State of Nevada. Any reference
to "this state" means the State of Nevada, and any reference to "the laws of
this state" includes the Nevada General Corporation Law.
 
 1.2Gender and
Number. Any use of the
masculine includes the feminine and the neuter; and any use of the singular
includes the plural, whenever such meanings are appropriate.
 
 1.3Headings. The headings appearing at the
beginning of each Article and Section in these Bylaws are intended only as an
index and are not to be construed to vary the meaning of the provision to which
they refer.
 
 1.4Required by
Law. The term "required by
law" as used in these Bylaws means as required from time to time by the Nevada
General Corporation Law or the Articles of Incorporation of the
Corporation.
 
 ARTICLE
2
 OFFICES
 
 The
registered office of the Corporation in this state shall be located at c/o
Laughlin Associates, Inc., 2533 N. Carson St., Carson City, NV 89706. The
principal business office of the Corporation shall be located at 1330 E.
Margaret Avenue, Coeur d'Alene, Idaho 83815. The Corporation may have such other
offices without restrictions as to location as the Board of Directors may
designate or as the business of the Corporation may require.
 
 ARTICLE
3
 MEETINGS
OF SHAREHOLDERS
 
 3.1Annual
Meeting. The annual
meeting of the shareholders shall be held on such date and at such time as may
be designated by the Board of Directors. Unless the date or time or location is
otherwise specified by the Board of Directors, the annual meeting shall be held
at the principal business office of the Corporation in Coeur d'Alene, Idaho on
the fourth Monday in April of each year at 10:00 a.m. local time, or as close
thereto as practicable.
 
 3.2Special
Meetings. Special meetings
of the shareholders, for any purpose or purposes described in the notice of the
meeting, may be called by a two-thirds (2/3) majority of the Board of Directors
or by the president.
 
 3.3Notice of
Meeting. Written notice of
the place, date, and time of all meetings of the shareholders shall be given,
not less than ten nor more that sixty days before the date on which the meeting
is to be held, to each shareholder entitled to vote at such meeting, except as
otherwise provided herein or required by law. Notice of a meeting of
shareholders must include a description of the purpose or purposes for which the
meeting is called and the means of electronic communications, if any, by which
shareholders and proxies shall be deemed to be present in person and allowed to
vote.
   
 
 The
Corporation may give any notice to shareholders by a form of electronic
transmission consented to by the shareholder to whom the notice is given. The
consent to receive notice by electronic transmission may be revoked by the
shareholder by written notice to the Corporation.
 
 When a
meeting is adjourned to another place, date or time, written notice need not be
given of the adjourned meeting if the place, date and time thereof are announced
at the meeting at which the adjournment is taken; provided, however, that if the
date of any adjourned meeting is more than four months after the date for which
the meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the adjourned meeting must be given to
persons who are shareholders as of the new record date. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.
 
 3.4Waiver of
Notice. Notice, pursuant
to Section 3.3, may be waived by the written consent of the party or parties
entitled to be present at the meeting and will be waived by any shareholder by
attendance of the shareholder in person or by proxy, unless at the beginning of
the meeting the shareholder objects to holding the meeting or transacting
business at the meeting. Any shareholder waving notice of a meeting shall be
bound by the proceedings of the meeting in all respects as if due notice thereof
had been given.
 
 3.5Place of
Meetings. The location for
any meeting of the shareholders shall be the principal business office of the
Corporation unless another location for that meeting is designated by the Board
of Directors.
 
 3.6Fixing of Record
Date. The Board of
Directors may fix in advance a date as the record date for any determination of
shareholders; the record date is to be not more than 60 or less than ten days
prior to the meeting or action requiring a determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section, that determination applies to any
continuation of that meeting unless a new record date for that meeting is fixed
by the Board of Directors, which the Board must do if the meeting is adjourned
to a date more than four months after the date fixed for the original
meeting.
 
 3.7Quorum. At any meeting of the shareholders,
one-third of all shares entitled to vote, present in person or by proxy, at the
meeting shall constitute a quorum, unless or except to the extent that the
presence of a larger number may be required by law.
 
 If a
quorum is not present at any meeting, the chairman of the meeting or the holders
of a majority of the shares of stock entitled to vote who are present, in person
or by proxy, may adjourn the meeting to another place, date, or time. Once a
share is represented for any purpose at a meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned
meeting.
 
 3.8Organization. Such person as the Board of Directors
may have designated or, in the absence of such designation, such person as may
be chosen by the holders of a majority of the shares entitled to vote who are
present, in person or by proxy, shall call to order any meeting of the
shareholders and act as chairman of the meeting. In the absence of the Secretary
of the Corporation, the secretary of the meeting shall be such person as the
chairman appoints.
 
 3.9Conduct of
Business.  Except as may be otherwise required by law, the
chairman of any meeting of shareholders shall determine the order of business
and the procedure at the meeting, including regulation of the manner of voting
and the conduct of discussion.
   
 
 To be
properly brought before the annual or any special shareholders' meeting,
business must be: (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors;
(ii) otherwise properly brought before the meeting by or at the direction
of the Board of Directors; or (iii) otherwise properly brought before an
annual meeting by a shareholder in accordance with the manner specified in these
Bylaws. In addition to any other applicable requirements, for business to be
properly brought before the annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be received by the
Corporation in accordance with the time frame prescribed by Rule 14a-8
promulgated under the Securities Exchange Act of 1934.  Such
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the meeting: (i) the text of the
proposal to be presented and a brief written statement of the reasons why such
shareholder favors the proposal; (ii) the name and record address of the
shareholder proposing such business; (iii) the class and number of shares
of capital stock of the Corporation which are beneficially owned by the
shareholder; and (iv) any material interest of the shareholder in such
business.
 
 Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at the
annual or any special meeting except in accordance with the procedures set forth
in this Section 3.9.
 
 The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting in
accordance with the provisions of this Section 3.9, and if he should so
determine and declare, any such business not properly brought before the meeting
shall not be transacted.
 
 3.10Voting. Each shareholder of record is
entitled to one vote for each share of stock having voting power and registered
in his name on the books of the Corporation. If a quorum is present, the
affirmative vote of a majority of the shares cast in favor of the subject matter
shall be the act of the shareholders, unless the vote of a greater proportion or
number or voting by classes is otherwise required by statute or by the Articles
of Incorporation or the Bylaws.
 
 3.11Proxies. A shareholder may appoint a proxy to
vote or otherwise act for him by signing an appointment form, either personally
or by his attorney-in-fact. An appointment of a proxy is effective when received
by the Secretary or other officer or agent authorized to tabulate votes. An
appointment is valid for six months unless another period is expressly provided
in the appointment form, which period shall in no event exceed seven years from
the date of its execution. An appointment of a proxy is revocable by the
shareholder unless the appointment form conspicuously states that it is
irrevocable and is coupled with an interest.
 
 3.12Shareholders'
List. A complete list of
shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order for each class of stock and showing the address of each such
shareholder and the number of shares registered in his name, shall be open to
the examination of any shareholder of record of the Corporation for at least six
months immediately preceding a demand for examination, or any person holding, or
thereunto authorized in writing by the holders of, at least 5% of all
outstanding shares of the Corporation, upon at least five days written demand,
during ordinary business hours at the principal place of business of the
Corporation.
 
 The share
list shall also be kept at the place of the meeting during the whole time
thereof and shall be open to the examination of any such shareholder who is
present. This list shall presumptively determine the identity of the
shareholders entitled to vote at the meeting and the number of shares held by
each of them.
 
 3.13No Action by Consent
of Shareholders Without a Meeting. Whenever shareholders are required or
permitted to take any action by vote, such action may not be taken without a
meeting brought in accordance with the provisions of this Article
3.
    
 
 ARTICLE
4
 BOARD
OF DIRECTORS
 
 4.1General
Powers. The business and
affairs of the Corporation shall be managed by the Board of
Directors.
 
 4.2Number and
Qualification. The number
of directors shall be fixed at not more than nine nor less than three, as
determined by a two-thirds (2/3) majority of the directors then holding office.
Directors need not be shareholders or residents of this state, but must be of
legal age.
 
 4.3Election and Term of
Office. Each director
shall be elected at the annual meeting of the shareholders for a term of one
year and shall serve until his successor is elected and qualified, except as
otherwise provided by these Bylaws or required by law.
 
 Whenever
the authorized number of directors is increased between annual meetings of the
shareholders, a two-thirds (2/3) majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and such
directors shall serve until their successors are elected and qualified. Any
decrease in the authorized number of directors shall not become effective until
the expiration of the term of the directors then in office unless, at the time
of such decrease, there shall be vacancies on the Board which are being
eliminated by the decrease.
 
 4.4Meetings. The annual meeting of the Board of
Directors shall be held as soon as practicable after the adjournment of the
annual meeting of the shareholders. The Board of Directors may also designate
more frequent intervals for regular meetings. The location for any meeting of
the Board of Directors shall be the principal business office of the Corporation
unless another location for that meeting is designated by the Board of
Directors. Special meetings may be called at any time by the chairman of the
Board, the president or a majority of the directors.
 
 4.5Participation in
Meetings By Telephone Conference. Members of the Board of Directors, or
of any committee thereof, may participate in a meeting of such Board or
committee by means of telephone conference or similar communications equipment
by means of which all persons participating in the meeting can simultaneously
hear each other and such participation shall constitute presence in person at
such meeting.
 
 4.6Notice of Meetings
of Board of Directors. The
annual and all regular meetings of the Board of Directors may be held without
notice. Notice of the place, date, and time of any special meeting shall be
given each director by whom it is not waived by mailing written notice not less
than five days before the meeting or by a facsimile transmission of the same not
less than 24 hours before the meeting. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting. Neither
the business to be transacted nor the purpose of the meeting need be specified
in any notice of waiver of notice.
 
 4.7Quorum and
Vote. The presence of a
majority of the directors constitutes a quorum for the transaction of business.
When a quorum is once present to organize a meeting, then it is not broken by
the subsequent withdrawal of any of those present. Unless a different
requirement is prescribed by these Bylaws, or required by law, the vote of a
majority of the directors present at a meeting at which a quorum is present is
the act of the Board of Directors.
 
 4.8Presumption of
Assent. A director who is
present at a meeting of the Board of Directors is presumed to have concurred in
any action taken at the meeting unless one of the following occur: (1) the
director objects at the beginning of the meeting (or promptly upon his arrival)
to holding or transacting business at the meeting; (2) the director's
dissent to or abstention from such action is entered in the minutes of the
meeting; or (3) the director submits his written dissent or abstention to
the presiding officer of the meeting before its adjournment or to the
Corporation immediately after the adjournment of the meeting. The right to
dissent or abstain does not apply to a director who voted in favor of the
action.
   
 
 4.9Powers. The Board of Directors may, except as
otherwise required by law, exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation, including, without
limiting the generality of the foregoing, the unqualified
power:
 
 (1)To declare dividends from time to time
in accordance with law;
 
 (2)To purchase or otherwise acquire any
property, rights or privileges on such terms as it shall
determine;
 
 (3)To authorize the creation,
making and issuance, in such form as it may determine, of written obligations of
every kind, negotiable or non-negotiable, secured or unsecured, and to do all
things necessary in connection therewith;
 
 (4)To remove any officer of the
Corporation with or without cause, and from time to time to devolve the powers
and duties of any officer upon any other person for the time
being;
 
 (5)To confer upon any officer of the
Corporation the power (and to eliminate such power) to appoint, remove and
suspend subordinate officers, employees and agents;
 
 (6)To adopt from time to time such stock,
option, stock purchase, bonus or other compensation plans for directors,
officers, employees and agents of the Corporation and its subsidiaries as it may
determine;
 
 (7)To adopt from time to time
such insurance, retirement, and other benefit plans for directors, officers,
employees and agents of the Corporation and its subsidiaries as it may
determine; and
 
 (8)To adopt from time to time resolutions,
not inconsistent with these Bylaws, for the management of the Corporation's
business and affairs.
 
 4.10Compensation of
Directors. Directors may
receive only such compensation for their services as directors as is approved by
the Board of Directors; but the Board of Directors may authorize reimbursement
of expenses incurred in the performance of their duties. Such authorization may
prescribe the procedure for approval and payment of such expenses by designated
officers of the Corporation. Nothing herein precludes a director from serving
the Corporation in any other capacity and receiving compensation for such
services.
 
 
 4.11Action by Consent of
Directors. Whenever the
Board of Directors is required or permitted to take any action by vote, such
action may be taken without a meeting on written consent setting forth the
action so taken, signed in one or more counterparts by all directors entitled to
vote with respect to the subject matter thereof.
   
 
 ARTICLE
5
 COMMITTEES
 
 5.1Committees. The Board of Directors, by a
resolution adopted by a majority of the entire Board of Directors, may create
one or more committees, consisting of one (1) or more directors. Except as
otherwise limited by this Section, any committee may be delegated such authority
as the Board of Directors deems desirable. However, no committee may exercise
the authority of the Board of Directors to do any of the
following:
 
 (a)Amend the Corporation's Articles of
Incorporation;
 
 (b)Adopt, amend or repeal the
Bylaws;
 
 (c)Take any action
requiring the approval of a two-thirds (2/3) majority of
directors;
 
 (d)Submit to
shareholders any action;
 
 (e)Fill vacancies on the
Board of Directors or on any committee;
 
 (f)Adopt a plan of
distribution of the corporate assets except according to a formula or a method
specifically prescribed by the Board of Directors;
 
 (g)Approve a plan of
merger;
 
 (h)Authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; or
 
 (i)Authorize or approve the issuance or
sale or contract for sale of shares or determine the designation and relative
rights, preferences and limitations of a class or series of shares, except that
the Board of Directors may authorize a committee to do so within limits
specifically prescribed by the Board of Directors.
 
 Each
committee serves at the pleasure of the Board of Directors. The designation of
any committee and the delegation of authority to that committee does not relieve
any director of any responsibility imposed by law.
 
 5.2Conduct of
Business. Each committee
may determine the procedural rules for meeting and conducting its business and
shall act in accordance therewith, except as otherwise provided herein or
required by law. Adequate provision shall be made for notice to members of all
meetings; a majority of the members shall constitute a quorum unless the
committee shall consist of two members, in which event one member shall
constitute a quorum; and all matters shall be determined by a majority vote of
the members present. Action may be taken by any committee without a meeting if
all members thereof consent thereto in writing, and any writings are filed with
the minutes of the proceedings of such committee.
 
 ARTICLE
6
 OFFICERS
 
 6.1Number. The offices of the Corporation shall
consist of a president, a secretary, a treasurer and such other officers as the
Board of Directors may deem necessary. The Corporation may also have a chairman
of the Board. Any two or more offices may be held by the same
person.
   
 
 6.2President. The president shall be the chief
executive officer of the Corporation. Subject to the provisions of these Bylaws
and to the direction of the Board of Directors, he shall have the responsibility
for the general management and control of the business and affairs of the
Corporation and shall perform all duties and have all powers that are commonly
incident to the office of chief executive or that are delegated to him by the
Board of Directors. He shall have power to sign all share certificates,
contracts and other instruments of the Corporation that are authorized and shall
have general supervision and direction of all of the other officers, employees
and agents of the Corporation.
 
 6.3Chairman of the
Board. If the Board of
Directors elects a chairman of the Board, such officer shall preside over all
meetings of the Board of Directors and of shareholders; provided, however, that
if there be no chairman of the Board, the President shall preside over all
meetings of the Board of Directors and of shareholders.
 
 6.4Vice
President. Each
vice-president shall have such powers and duties as may be delegated to him by
the Board of Directors. One vice president (if there is one) shall be designated
by the Board of Directors to perform the duties and exercise the powers of the
president in the event of the president's absence or
disability.
 
 6.5Treasurer. The treasurer shall have the
responsibility for maintaining the financial records of the Corporation and
shall have custody of all monies and securities of the Corporation. He shall
make such disbursements of the funds of the Corporation as are authorized and
shall render from time to time an account of all such transactions and of the
financial condition of the Corporation. The treasurer shall also perform such
other duties as the Board of Directors may from time to time
prescribe.
 
 6.6Secretary. The secretary shall issue all
authorized notices for, and shall keep minutes of, all meetings of the
shareholders and the Board of Directors. He shall have charge of the corporate
books and shall perform such other duties as the Board of Directors may from
time to time prescribe.
 
 6.7Delegation of
Authority. The Board of
Directors may from time to time delegate the powers or duties of any officer to
any other officers or agents, notwithstanding any provisions
hereof.
 
 6.8Election and
Term. The officers of the
Corporation shall be elected by a two-thirds (2/3) majority of the Board of
Directors; provided, however, that a two-thirds (2/3) majority of the Board of
Directors may empower the president of the Corporation to appoint officers other
than the president, chairman of the Board or treasurer. Each officer shall serve
until the expiration of the term for which he is elected or appointed, and
thereafter until his successor has been elected or appointed and qualified or
until his earlier resignation or removal. An officer need not be a
director.
 
 6.9Compensation. The Board of Directors may fix
compensation of the officers and employees of the Corporation. The Board of
Directors may delegate to any officer the authority to fix such compensation
except his own.
 
 6.10Action with Respect
to Securities of Other Corporations. Unless otherwise directed by the
Board of Directors, the president or any officer of the Corporation authorized
by the president shall have power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of shareholders of or with
respect to any action of shareholders of any other corporation in which this
Corporation may hold securities and otherwise to exercise any and all rights and
powers which this Corporation may possess by reason of its ownership of
securities in such other corporation.
   
 
 ARTICLE
7
 RESIGNATIONS,
REMOVALS AND VACANCIES
 
 7.1Resignations. Any officer or director may resign at
any resignation time by giving written notice to the Corporation. Any such
resignation takes effect at the time specified therein, or, if no time is
specified, then upon its acceptance by the Board of
Directors.
 
 7.2Removal of
Officers. Any officer may
be removed by a two-thirds (2/3) majority of the Board of Directors or by the
President at any time with or without cause.
 
 7.3Removal of
Directors. One or more of
the directors may be removed by a two-thirds (2/3) majority of the Board of
Directors at any time with or without cause. One or more of the directors may be
removed with or without cause by vote of shareholders of the Corporation holding
at least sixty-six and two-thirds percent (66 2/3%) of the Corporation's
outstanding voting shares then entitled to vote at an election of directors. A
director may be removed by the shareholders only at a meeting called for the
purpose of removing him and the meeting notice must state that the purpose, or
one of the purposes, of the meeting is removal of directors.
 
 7.4Vacancies. Vacancies occurring in any office or
directorship for any reason, may be filled for the unexpired term by the vote of
a two-thirds (2/3) majority of the directors then in office, even if less than a
quorum exists, and shall serve until his successor is elected and qualified;
provided, however, that if the president of the Corporation has been empowered
pursuant to Section 6.8 of these Bylaws to appoint officers, then the president
may fill any vacancies in those offices he is empowered to appoint. A vacancy
that will occur at a specific later date may be filled before the vacancy occurs
but the new director may not take office until the vacancy
occurs.
 
 ARTICLE
8
 CONTRACTS,
CHECKS, DEPOSITS AND FUNDS
 
 8.1Authorization. The Board of Directors may authorize
any agent to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation; and such authority may be general
or confined to specific instances. The Board of Directors may determine all
requirements relating to who may execute, and the manner of execution for, all
orders for the payment of money and evidences of indebtedness issued in the name
of the Corporation.
 
 8.2Funds. All funds of the Corporation not
otherwise utilized shall be deposited to the credit of the Corporation in such
depositories as the Board of Directors may select or as may be designated by any
agent of the Corporation to whom such power is delegated by the Board of
Directors.
 
 8.3Acceptance of
Gifts. The Board of
Directors, or any agent of the Corporation to whom such authority is delegated
by the Board of Directors, may accept on behalf of the Corporation any
contribution, gift, bequest or devise for general purposes or for any special
purpose of the Corporation.
 
 8.4Audits. For any fiscal year, the accounts of
the Corporation will be audited upon the written request of any director by an
independent certified public accountant, provided, however, that only one such
audit shall be required pursuant to the terms of this Section. The report of the
audit shall be submitted to each director.
 
 8.5Bond. At the direction of the Board of
Directors, any officer or employee of the Corporation may be bonded. The expense
of furnishing any such bond will be paid by the Corporation.
   
 
 ARTICLE
9
 CAPITAL
STOCK
 
 9.1Share
Certificates. Shares may
but need not be represented by certificates. Share certificates shall be signed
by any two officers (which signatures may be facsimile signatures) of the
Corporation so designated by the Board of Directors, and, the absence of such
designation, by the president and the secretary. At a minimum, each share
certificate must state on its face:
 
 (a)the name of the issuing corporation and
that it is organized under the laws of this State;
 
 (b)the name of the persons to whom issued;
and
 
 (c)the number and class of shares and the
designation of the series, if any, the certificate
represents.
 
 9.2Transfers of
Shares. Transfers of
shares shall be made only upon the transfer books of the Corporation kept at an
office of the Corporation or by transfer agents designated to transfer shares of
the Corporation, but such shares are subject to any restriction on transfer
imposed by either the applicable securities laws or any applicable shareholder
agreements. Except where a certificate is issued in accordance with Section 9.3
of these Bylaws, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate is issued
therefore.
 
 9.3Loss of
Certificates. In the case
of the loss, theft, mutilation, or destruction of a share certificate, a new
certificate may be issued upon such terms as the Board of Directors prescribes,
concerning proof of such loss, theft or destruction and concerning the giving of
satisfactory bond or bonds of indemnity.
 
 9.4Regulations. The issue, transfer, conversion and
registration of certificates for shares shall be governed by such other
regulations as the Board of Directors may establish.
 
 ARTICLE
10
 NOTICES
 
 10.1Notices. Except as otherwise specifically
provided herein or required by law, all notices required to be given to any
shareholder, director, officer, employee or agent shall be in writing and may in
every instance be effectively given by hand delivery to the recipient thereof
and/or by depositing such notice in the mails, postage paid. Any such notice
shall be addressed to such shareholder, director, officer, employee or agent at
his or her last known address as the same appears on the books of the
Corporation The time when such notice is received, if hand delivered or when
such notice is dispatched if delivered through the mails or overnight courier
shall be the time of the giving of the notice.
 
 10.2Waiver of
Notice. Whenever any
notice is required to be given to any shareholder or director of the
Corporation, a written waiver of that notice signed by each person entitled to
notice, whether signed before or after, the time stated therein, is equivalent
to the giving of notice.
 
 
 
 ARTICLE
11
 INDEMNIFICATION
 
 11.1         Indemnification.  The
Corporation shall indemnify, to the fullest extent permitted by applicable law,
any person, and the estate and personal representative of any such person,
against all liability and expense (including attorneys' fees) incurred by reason
of the fact that he is or was a director or officer of the Corporation or, while
serving at the request of the Corporation as a director, officer, partner,
trustee, employee, fiduciary, or agent of, or in any similar managerial or
fiduciary position of, another domestic or foreign corporation or other
individual or entity or of an employee benefit plan.  The Corporation
also shall indemnify any person who is serving or has served the Corporation as
director, officer, employee, fiduciary, or agent, and that person's estate and
personal representative, to the extent and in the manner provided in any bylaw,
resolution of the shareholders or directors, contract, or otherwise, so long as
such provision is legally permissible.
   
 
 11.2           Limitation of Director
Liability.  A director of the Corporation shall not be
personally liable to the Corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or to its
shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or (iii) for any
transaction from which the director derived an improper personal
benefit.  If the Nevada General Corporation Law is amended after this
Article is adopted to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Nevada General Corporation Law, as so amended.
 
 Any
repeal or modification of the foregoing paragraph by the shareholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or
modification.
 
 ARTICLE
12
 MISCELLANEOUS
 
 12.1Corporate
Seal. The Corporation may
have a corporate seal which may be adopted or altered by the Board of Directors.
The presence or absence of a seal on any instrument, or its addition thereto,
does not affect the character, validity, or legal effect of that
instrument.
 
 12.2Facsimile
Signatures. Facsimile
signatures of any officer or officers of the Corporation may be used whenever
and as authorized by these Bylaws, the Board of Directors or a committee
thereof, unless the use of facsimile signatures is not authorized by
law.
 
 12.3Reliance upon Books,
Reports and Records. Each
director, each member of any committee designated by the Board of Directors, and
each officer of the Corporation shall, in the performance of his duties, be
fully protected in relying in good faith upon the books of account or other
records of the Corporation, including reports made to the Corporation by any of
its officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.
 
 12.4Fiscal
Year. The fiscal year of
the Corporation shall be as fixed by the Board of Directors.
 
 12.5Time
Periods. In applying any
provision of these Bylaws which require that an act be done or not done a
specified number of days prior to an event or that an act be done during a
period of a specified number of days prior to an event, calendar days shall be
used, the day of the doing of the act shall be excluded, and the day of the
event shall be included.
 
 ARTICLE
13
 AMENDMENTS
 
 These
Bylaws may be amended or repealed by a two-thirds (2/3) majority of the Board of
Directors, unless otherwise required by law, or by shareholders of the
Corporation holding at least sixty-six and two-thirds percent (66 2/3%) of the
Corporation's outstanding voting shares then entitled to vote at an election of
directors.