**Exhibit3.2**

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**AMENDEDAND RESTATED**

**BYLAWS**

**OF**

**GEOPETRORESOURCES COMPANY**

 

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**TABLE OFCONTENTS**
| ARTICLE I 3⁄4OFFICES                                  |   | 1      |
|----------------------------------------------------------|--------|--------|
| 1.01 —PRINCIPAL  OFFICE                             |   | 1      |
| 1.02 —OTHER  OFFICES                                |   | 1      |
|                                                     |   |   |
| ARTICLE II —MEETINGS OF SHAREHOLDERS                |   | 1      |
| 2.01 —PLACE OF  MEETINGS                            |   | 1      |
| 2.02 —ANNUAL  MEETINGS                              |   | 1      |
| 2.03 —SPECIAL  MEETINGS                             |   | 1      |
| 2.04 —NOTICE OF  MEETINGS                           |   | 2      |
| 2.05 —MANNER OF  GIVING NOTICE: AFFIDAVIT OF NOTICE |   | 2      |
| 2.06 —ADJOURNED  MEETINGS AND NOTICE THEREOF        |   | 3      |
| 2.07 —RECORD  DATE FOR SHAREHOLDERS OF RECORD       |   | 3      |
| 2.08 —VOTING AT  MEETINGS                           |   | 3      |
| 2.09 —QUORUM                                        |   | 4      |
| 2.10 —CONSENT OF  ABSENTEES                         |   | 4      |
| 2.11 —ACTION  WITHOUT MEETING                       |   | 5      |
| 2.12 —PROXIES                                       |   | 5      |
|                                                     |   |   |
| ARTICLE III —DIRECTORS                              |   | 6      |
| 3.01 —POWERS                                        |   | 6      |
| 3.02 —NUMBER OF  DIRECTORS                          |   | 7      |
| 3.03 —ELECTION  AND TERM OF OFFICE                  |   | 7      |
| 3.04 —REMOVAL                                       |   | 7      |
| 3.05 —VACANCIES                                     |   | 8      |
| 3.06 —MEETINGS  BY TELEPHONE CONFERENCE             |   | 8      |
| 3.07 —ACTION  WITHOUT MEETING                       |   | 8      |
| 3.08  —ORGANIZATION MEETING                         |   | 8      |
| 3.09 —SPECIAL  MEETINGS                             |   | 9      |
| 3.10  —ADJOURNNENT                                  |   | 9      |
| 3.11 —WAIVER OF  NOTICE                             |   | 9      |
| 3.12 —QUORUM                                        |   | 9      |
|                                                     |   |   |
| ARTICLE IV —OFFICERS                                |   | 10     |
| 4.01 —OFFICERS                                      |   | 10     |
| 4.02 —ELECTION                                      |   | 10     |
| 4.03 —REMOVAL  AND RESIGNATION                      |   | 10     |
| 4.04 —VACANCIES                                     |   | 10     |
| 4.05 —CHAIRMAN  OF THE BOARD                        |   | 10     |
| 4.06 —PRESIDENT                                     |   | 10     |
| 4.07 —SECRETARY                                     |   | 11     |
| 4.08 —CHIEF  FINANCIAL OFFICER                      |   | 11     |
| 4.09 3⁄4TREASURER                                     |   | 11     |
| 4.10  —SUBORDINATE OFFICERS                         |   | 12     |
|                                                     |   |   |
| ARTICLE V —SHARES OF STOCK                          |   | 12     |
| 5.01 —SHARE  CERTIFICATES                           |   | 12     |

 

 

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| 5.02 —TRANSFER OF SHARES                                     |   | 12     |
|-------------------------------------------------------------------|--------|--------|
| 5.03 —LOST OR  DESTROYED CERTIFICATE                         |   | 12     |
| 5.04 3⁄4ELECTRONIC  TRANSFER                                   |   | 13     |
|                                                              |   |   |
| ARTICLE VI —MISCELLANEOUS                                    |   | 13     |
| 6.01 —INDEMNITY  OF OFFICERS AND DIRECTORS                   |   | 13     |
| 6.02  —SHAREHOLDER INSPECTION OF ARTICLES AND BYLAWS         |   | 13     |
| 6.03  —MAINTENANCE AND INSPECTION OF RECORDS OF SHAREHOLDERS |   | 13     |
| 6.04  —SHAREHOLDER INSPECTION OF CORPORATE RECORDS           |   | 14     |
| 6.05 —INSPECTION  BY DIRECTORS                               |   | 14     |
| 6.06  —REPRESENTATION OF SHARES OF OTHER CORPORATIONS        |   | 14     |
| 6.07 —ANNUAL  REPORT                                         |   | 14     |
| 6.08 —ANNUAL  STATEMENT OF GENERAL INFORMATION               |   | 15     |
|                                                              |   |   |
| ARTICLE VII —AMENDMENTS TO BYLAWS                            |   | 15     |
| 7.01 —AMENDMENT  BY SHAREHOLDERS                             |   | 15     |
| 7.02 —AMENDMENT  BY DIRECTORS                                |   | 15     |

 

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**BYLAWS OF**

**GEOPETRORESOURCES COMPANY**

# **ARTICLE I****3⁄4***OFFICES*

## 1.01—*PRINCIPAL OFFICE*

The principal executive and business office of thecorporation is hereby fixed and located in the City and County of SanFrancisco, California or such other location as the board of directors maydetermine.

## 1.02—*OTHER OFFICES*

Branch or subordinate offices may at any time beestablished at any place or places by the board of directors.

# **ARTICLEII—***MEETINGS OFSHAREHOLDERS*

## 2.01—*PLACE OF MEETINGS*

All annual and all other meetings of shareholdersshall be held at the principal executive office of the corporation, or at anyother place within or without the State of California which may be designatedeither by the board of directors, or by the written consent of all shareholdersentitled to vote thereat, provided such shareholder consent is given eitherbefore or after the meeting and filed with the secretary of the corporation.

## 2.02—*ANNUAL MEETINGS*

The annual meetings of shareholders shall be held onsuch date as may be determined each year by the board of directors. At suchmeetings, directors shall be elected, reports of the affairs of the corporationshall be considered, and any other business may be transacted which is withinthe powers of the shareholders.

## 2.03—*SPECIAL MEETINGS*

Special meetings of the shareholders, for any purposeor purposes whatsoever, may be called at any time by any of (i) the president,(ii) the board of directors, (iii) the chairman of the board, or (iv) one ormore shareholders holding shares in the aggregate entitled to cast not lessthan 10 percent of the votes at that meeting.

If a special meeting is called by any person orpersons other than the board of directors, such person shall make a requesttherefor in writing, specifying (i) the date and time of such meeting, whichshall be not less than 35 nor more than 60 days after the receipt of therequest, and (ii) the general nature of the business proposed to be transactedat the meeting. Such request shall be delivered personally or sent byregistered mail or by telegraphic or other facsimile transmission to thechairman of the board, the president, any vice president or the secretary ofthe 

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corporation. The officer receiving the request shallcause notice to be given within 20 days to the shareholders entitled to vote,in accordance with the provisions of Sections 2.4 and 2.5, and the notice shallset forth that a meeting will be held at the time requested by the person orpersons calling the meeting. If the notice is not given within such 20-dayperiod, the person(s) requesting the meeting may give the notice.

## 2.04—*NOTICE OF MEETINGS*

All notices of meetings of shareholders, whetherannual or special, shall be sent or otherwise given not less than 10 nor morethan 60 days before the date of the meeting, except as provided in Section2.03. The notice shall specify the place, date and hour of the meeting and (i)in the case of a special meeting, the general nature of the business to betransacted, or (ii) in the case of the annual meeting, those matters which theboard of directors, at the time of giving the notice, intends to present foraction by the shareholders. The notice of any meeting at which directors are tobe elected shall include the name of any nominee or nominees whom, at the timeof the notice, management intends to present for election. The notice shallalso state the general nature of the proposal if action is proposed to be takenat any meeting for approval of any of the following: (i) a contract ortransaction in which a director has a direct or indirect financial interest;(ii) an amendment of the articles of incorporation; (iii) a reorganization ofthe corporation; (iv) a voluntary dissolution of the corporation; or (v) adistribution in dissolution other than in accordance with the rights of anyoutstanding preferred shares. Notwithstanding the absence of specific noticethereof, any such action may nevertheless be presented to the meeting and bevalidly acted upon by the shareholders if approved by all shareholders entitledto vote thereon, unless they sign waivers of notice specifying the generalnature of the proposal so approved.

## 2.05—*MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE*

Notice of any shareholders’ meeting shall be giveneither personally or by first-class mail or telegraphic or writtencommunication, charges prepaid, addressed to the shareholder at the address ofthat shareholder appearing on the books of the corporation or given by theshareholder to the corporation for the purpose of notice. If no such addressappears on the corporation’s books or has been so given, notice shall be deemedto have been given if published at least once in a newspaper of generalcirculation in the county where that office is located or in any mannerpermitted by law. Notice shall be deemed to have been given at the time whendelivered personally, deposited in the mail, delivered to a common carrier fortransmission to the recipient, actually transmitted by electronic means to therecipient by the person giving the notice, or sent by other means of writtencommunication.

An affidavit of the mailing or other means of givingany notice of any shareholders’ meeting may be executed by the secretary,assistant secretary, or any transfer agent of the corporation giving thenotice, and filed and maintained in the minute book of the corporation.

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## 2.06—*ADJOURNED MEETINGS AND NOTICE THEREOF*

Any shareholders’ meeting, annual or special, whetheror not a quorum is present, may be adjourned from time to time by the vote ofthe majority of the shares which are represented at the meeting either inperson or by proxy, but in the absence of a quorum.

It shall not be necessary to give any notice of anadjournment or of the business to be transacted at an adjourned meeting otherthan by announcement at the meeting at which such adjournment is taken.However, when any shareholders’ meeting, either annual or special, is adjournedfor more than 45 days, or if after the adjournment a new record date is fixedfor the adjourned meeting notice of the adjourned meeting shall be given toeach shareholder of record entitled to vote at the adjourned meeting. At anyadjourned meetings, the corporation may transact any business that might havebeen transacted at the regular meeting.

## 2.07—*RECORD DATE FOR SHAREHOLDERS OF RECORD*

For purposes of determining which shareholders areentitled to receive notice of any meeting, to vote, or to give consent tocorporate action without a meeting, the board of directors may fix a recorddate in advance of such meeting or corporate action which shall not be lessthan 10 nor more than 60 days before any such meeting or any such actionwithout a meeting. Only shareholders of record at the close of business on thedate so fixed are entitled to notice and to vote or to give consent, as thecase may be, notwithstanding any transfer of any shares on the books of thecorporation after the record date, except as otherwise provided in the articlesof incorporation, by agreement, or in the California General Corporation Law.

If the board of directors does not so fix a recorddate:

### (a)           The recorddate for determining shareholders entitled to receive notice of or to vote at ameeting of shareholders shall be at the close of business on the business daynext preceding the day on which notice is given or, if notice is waived, at theclose of business on the business day next preceding the day on which themeeting is held; and

### (b)           The recorddate for determining shareholders entitled to give consent to corporate actionin writing without a meeting (i) when no prior action by the board has beentaken, shall be the day on which the first written consent is given, or (ii)when prior action of the board has been taken, shall be at the close ofbusiness on the day on which the board adopts the resolution relating to thataction, or the 60th day before the date of such other action, whichever islater.

## 2.08—*VOTING AT MEETINGS*

Except as otherwise provided in the articles ofincorporation and in the case of cumulative voting for directors, eachshareholder is entitled to one vote per share. The shareholders’ vote may be byvoice vote or by ballot; provided, however, that any election for directorsmust be by ballot if demanded by any shareholder before the voting has begun.On any matter other than the election of directors, any shareholder may votepart of the shares in favor of the proposal and refrain from voting theremaining shares or vote them against the proposal, but if the shareholderfails to specify the number of shares which the shareholder is votingaffirmatively, it will be conclusively presumed that the shareholder’sapproving vote is with 

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respect to all shares that the shareholder is entitledto vote. The affirmative vote of a majority of the shares represented andvoting, provided such shares voting affirmatively also constitutes a majorityof the number of shares required for a quorum, shall be the act of theshareholders, unless the vote of a greater number or voting by classes isrequired by California General Corporation Law or by the articles ofincorporation. Every shareholder entitled to vote at any election for directorsshall have the right to cumulate his votes by (i) giving one candidate a numberof votes equal to the number of directors to be elected multiplied by thenumber of votes to which his shares are entitled, or (ii) distributing suchcumulated votes on the same principle among as many candidates as he chooses;provided that the name of such candidate has been placed in nomination prior tothe voting and that at least one shareholder has given notice at the meeting,prior to the voting, of an intention to cumulate votes. In any election ofdirectors, the candidates receiving the highest number of votes, up to thenumber of directors to be elected, shall be elected. Votes against a directoror not cast shall have no effect.

## 2.09—*QUORUM*

The presence in person or by proxy of persons entitledto vote a majority of the voting shares at any meeting shall constitute aquorum of the shareholders for the transaction of business.

The shareholders present at a duly called or heldmeeting at which a quorum is present may continue to do business untiladjournment, notwithstanding the withdrawal of one or more shareholders toleave less than a quorum, if any action taken (other than adjournment) isapproved by at least a majority of the shares required to constitute a quorum.

## 2.10—*CONSENT OF ABSENTEES*

The transactions of any meeting of shareholders,either annual or special, however called and noticed and wherever held, shallbe as valid as though made at a meeting duly held after regular call and noticeif a quorum is present either in person or by proxy and if, either before orafter the meeting, each of the shareholders entitled to vote who was notpresent in person or by proxy signs a written waiver of notice or a consent tothe holding of such meeting or an approval of the minutes thereof. The waiverof notice or consent need not specify either the business to be transacted orthe purpose of any annual or special meeting of shareholders, unless the actiontaken or proposed to be taken is for approval of any of those matters specifiedin Section 2.04. All such waivers, consents or approvals shall be filed withthe corporate records or made a part of the minutes of the meeting.

Attendance at a meeting, in person or by proxy, shallalso constitute a waiver of notice of that meeting, except when the personobjects at the beginning or the meeting to the transaction of any businessbecause the meeting has not been lawfully called or convened, and except thatattendance at a meeting is not a waiver of any right to object to theconsideration of matters required by law to be included in the notice of themeeting but not so included, if that objection is expressly made at themeeting.

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## 2.11—*ACTION WITHOUT MEETING*

Except as may be limited by the articles ofincorporation and except for the election of directors, any action which may betaken by vote of the shareholders at any annual or special meeting may be takenwithout a meeting and without prior notice if a consent in writing settingforth the action so taken is signed by the holders of outstanding shares havingnot less than the minimum number of votes that would be necessary to authorizeor take such action at a meeting at which all shares entitled to vote thereonwere present and voted. Directors may be elected by written consent without ameeting only if the written consents of all outstanding shares entitled to voteare obtained, except that a vacancy in the board (other than a vacancy createdby removal of a director) not filled by the board may be filled by the writtenconsent of the holders of a majority of the outstanding shares entitled tovote.

All such consents shall be filed and maintained in thecorporate records. Any shareholder (or the shareholder’s proxyholders, or atransferee of the shares or a personal representative of the shareholder ortheir respective proxy-holders) giving a written consent may revoke the consentonly by a writing received by the corporation prior to the time that writtenconsents of the number of shares required to authorize the proposed action havebeen filed with the secretary of the corporation. Such revocation is effectiveupon its receipt by the secretary of the corporation.

Unless the consents of all shareholders entitled tovote have been solicited in writing:

### (a)           Notice ofshareholder approval without a meeting by less than unanimous written consentshall be given at least 10 calendar days before the consummation of the actionauthorized by such approval, if the corporate action concerns (i) a contract ortransaction in which a director has a direct or indirect financial interestunder Section 310 of the California Corporations Code, (ii) indemnification ofagents of the corporation, (iii) reorganization of the corporation, or (iv) a distributionin dissolution other than in accordance with the rights of the outstandingpreferred shares; and

### (b)           Prompt noticeshall be given of any other corporate action approved by shareholders without ameeting by less than unanimous written consent.

All such notices shall begiven in the manner provided by Section 2.05.

## 2.12—*PROXIES*

Every person entitled to vote for directors or on anyother matter shall have the right to do so either in person or by one or moreagents authorized by a written proxy signed by the person and filed with thesecretary of the corporation. A proxy shall be deemed signed if the shareholder’sname is placed on the proxy (whether by manual signature, typewriting,telegraphic transmission or otherwise) by the shareholder or the shareholder’sattorney-in-fact. A validly executed proxy that does not state that it isirrevocable shall continue in full force and effect unless (i) revoked by theperson executing it, before the vote pursuant to that proxy, by a writingdelivered to the corporation stating that the proxy is revoked, or byattendance at the meeting and voting in person by the person executing theproxy, or by a subsequent proxy executed by the same person and presented atthe meeting; or (ii) written notice of the death or 

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incapacity of the maker of that proxy is received bythe corporation before the vote pursuant to that proxy is counted; provided,however, that no proxy shall be valid after the expiration of 11 months fromthe date of the proxy, unless another term or longer or shorter duration isspecified in the proxy. The revocability of a proxy that states on its facethat is irrevocable shall be governed by the provisions of Sections 705(e) and705(f) of the Corporations Code of California.

# **ARTICLEIII—***DIRECTORS*

## 3.01—*POWERS*

Except as reserved to the shareholders by law, thearticles of incorporation or these bylaws, all corporate powers shall beexercised by or under the authority of, and the business and affairs of thecorporation shall be controlled by, the board of directors. Without limitingthe generality of the foregoing powers, the directors shall have the followingpowers:

*First*:  To conduct, manage and control the affairsand business of the corporation and to make such rules and regulations therefornot inconsistent with law or with the articles of incorporation or thesebylaws, as they may deem best.

*Second*:  To select and remove the officers, agents andemployees of the corporation, to prescribe such powers and duties for them asmay not be inconsistent with law, with the articles of incorporation or withthese bylaws and to fix their compensation.

*Third*:  To change the principal executive andbusiness office of the corporation from one location to another as provided inSection 1.01; to fix and locate from time to time one or more branch offices ofthe corporation within or without the State of California, as provided inSection 1.02; to designate any place within or without the State of Californiafor the holding of any shareholders’ meeting or meetings except annualmeetings; and to adopt, make and use a corporate seal, to prescribe the formsof certificates of stock and to alter the form of such seal and of suchcertificates from time to time as in their judgment they may deem best,provided that such seal and such certificates shall at all times comply withthe provisions of law.

*Fourth*:  To authorize the issue of shares of stock ofthe corporation from time to time, upon such terms as may be lawful, asdividends or in consideration of money paid, labor done or services actuallyrendered to the corporation or for its benefit or in its formation orreorganization, debts or securities cancelled, or tangible or intangibleproperty actually received; but neither promissory notes of the purchaser,unless secured by property other than the shares acquired or otherwisepermitted by Section 408 of the General Corporation Law, nor future servicesshall constitute payment or part payment for shares of the corporation.

*Fifth*:  To borrow money and incur indebtedness forthe purposes of the corporation and to cause to be executed and deliveredtherefor, in the corporate name, promissory notes, bonds, debentures, deeds oftrust, mortgages, pledges, hypothecations or other evidences of debt andsecurities therefor.

*Sixth*:  To designate, by resolution adopted by amajority of the authorized number of directors, one or more committees, eachconsisting of two or more directors, to serve at the pleasure of the board. Theboard may designate one or more directors as alternate members of 

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any committee, who may replace any absent member atany meeting of the committee. Any such committee shall have all the authorityof the board to the extent provided in the resolution of the board or in thebylaws, except with respect to:

### (a)           The approvalof any action for which, under the General Corporation Law of California, alsorequires approval of the shareholders or approval of the outstanding shares;

### (b)           The fillingof vacancies on the board or in any committee;

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

### (d)           The amendmentor repeal of bylaws or the adoption of new bylaws;

### (e)           The amendmentor repeal of any resolution of the board which by its express terms is not soamendable or repealable;

### (f)            Adistribution to the shareholders of the corporation, except at a rate, in aperiodic amount or within a price range set forth in the articles or determinedby the board; or

### (g)           Theappointment of other committees of the board or the members thereof.

*Seventh*:  To declare dividends at such times and insuch amounts as the condition of the affairs of the corporation may warrant.

*Eighth*:  Generally to exercise all of the powers andto perform all of the acts and duties that from time to time may be permittedby law appertaining to their office.

## 3.02—*NUMBER OF DIRECTORS*

The authorized number of directors of the corporationshall be not less than four nor more than seven, with the exact number ofdirectors to be fixed within the foregoing limits by the board of directors orby the shareholders.

## 3.03—*ELECTION AND TERM OF OFFICE*

The directors shall be elected at each annual meetingof shareholders and may be elected at any special meeting of shareholders heldfor that purpose. Each director shall hold office until his successor iselected and qualified, or until his earlier death, resignation, removal orineligibility.

## 3.04—*REMOVAL*

A director may be removed for cause by (i) the board,when such director has been convicted of a felony or declared incompetent bycourt order, or (ii) the superior court, at the suit of at least 10% of theshareholders of any class of shares having found that the director has eithercommitted fraudulent or dishonest acts, or has grossly abused his authoritywith reference to the corporation.

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A director may be removed without cause by a majorityvote of all outstanding shares, provided that (i) where cumulative voting is ineffect, such director may not be removed over the objection of the number ofshares required to elect him, and (ii) where the articles of incorporationprovide for the election of a director by the shareholders of a certain classor series of shares, such director may be removed only by the majority vote ofthe outstanding shares of such class or series.

Except as provided in this Section 3.04, and anyreduction of the authorized number of directors notwithstanding, a director maynot be removed prior to the expiration of such director’s term of office.

## 3.05—*VACANCIES*

Vacancies in the board of directors may be filled by amajority of the remaining directors, though less than a quorum, or by a soleremaining director. A vacancy in the board of directors shall be deemed toexist (i) in case of the death, resignation, ineligibility or removal of anydirector, (ii) if the authorized number of directors is increased, or (iii) ifthe shareholders fail, at any annual or special meeting of shareholders atwhich any director or directors are elected, to elect the full authorizednumber of directors to be voted for at that meeting.

The shareholders may elect a director or directors atany time to fill any vacancy or vacancies not filled by the directors. In theevent that such a vacancy is created by an event other than removal, anyelection by written consent of the shareholders must be signed by holders of amajority of the outstanding shares. If the board of directors accepts theresignation of a director tendered to take effect at a future time, the boardor the shareholders shall have the power to elect a successor to take officewhen the resignation is to become effective.

## 3.06—*MEETINGS BY TELEPHONE CONFERENCE*

Members of the board may participate in a meetingthrough use of conference telephone or similar communication equipment, so longas all members participating in such meeting can hear one another.

## 3.07—*ACTION WITHOUT MEETING*

Any action required or permitted to be taken by theboard of directors or any committee thereof may be taken without a meeting ifeach member of the board consents in writing to such action. Such consentsshall be filed with the minutes of the meetings of the board.

## 3.08—*ORGANIZATION MEETING*

Immediately following each annual meeting ofshareholders, the board of directors shall hold a regular meeting for thepurpose of organization, election of officers and the transaction of otherbusiness. Notice of such meeting is hereby dispensed with.

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## 3.09—*SPECIAL MEETINGS*

Special meetings of the board of directors for anypurpose or purposes may be called at any time by (i) the chairman of the board,(ii) the president, (iii) any vice president, (iv) the secretary, or (v) anytwo directors.

Written notice of the time and place of specialmeetings shall be delivered personally to the directors or sent to eachdirector by mail or by other form of written communication, charges prepaid,addressed to him at his address as it appears upon the records of thecorporation or, if it is not so shown or is not readily ascertainable, at theplace in which the meetings of directors are regularly held. In case suchnotice is mailed, it shall be deposited in the United States mail at least fourdays prior to the date of the meeting. In case such notice is deliveredpersonally or telegraphed, it shall be so delivered or deposited with thetelegraph company at least 48 hours prior to the time of the meeting.

## 3.10—*ADJOURNNENT*

A majority of the directors present, whether or not aquorum is present, may adjourn any directors’ meeting to another time andplace. If a meeting is adjourned for more than 24 hours, notice of anyadjournment to another time or place shall be given in the manner specified inSection 3.09 prior to the time of the adjourned meeting to the directors whowere not present at the time of adjournment.

## 3.11—*WAIVER OF NOTICE*

The transactions at any meeting of the board ofdirectors, however called and noticed, or wherever held, shall be as valid asthough such transactions had occurred at a meeting duly held after regular calland notice if a quorum is present and if, either before or after the meeting,each of the directors not present signs a written waiver of notice of orconsent to holding the meeting or an approval of the minutes thereof. All suchwaivers, consents or approvals shall be filed with the corporate records ormade a part of the minutes of the meeting.

## 3.12—*QUORUM*

A majority of the authorized number of directors thenholding office shall constitute a quorum for the transaction of business. Theact of the majority of the directors at a meeting at which a quorum is presentshall be the act of the board of directors, unless a greater number is requiredby law, the articles of incorporation or these bylaws. However, a meeting atwhich a quorum is initially present may continue to transact businessnotwithstanding the withdrawal of directors if any action taken is approved byat least a majority of the required quorum for such meeting. The provisions ofthis Section 3.12 shall apply to action taken by any committee from time totime designated by the board of directors.

 

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#  

# **ARTICLEIV—***OFFICERS*

## 4.01—*OFFICERS*

The officers of the corporation shall be a president,a secretary, a treasurer, and such other officers with such titles and dutiesas may be appointed in accordance with the provisions of Section 4.09. Anynumber of offices may be held by the same person. The president shall be thechief executive officer and the treasurer shall be the chief financial officer.

## 4.02—*ELECTION*

The officers of the corporation, except such officersas may be appointed in accordance with the provisions of Sections 4.04 or 4.09,shall be chosen annually by the board of directors; and each officer shall holdhis office until he has resigned or removed or is otherwise disqualified toserve and his successor has been elected and qualified.

## 4.03—*REMOVAL AND RESIGNATION*

Any officer may be removed, either with or withoutcause, by a majority of the directors at the time in office, at any regular orspecial meeting of the board, or, except in the case of an officer chosen bythe board of directors, by any officer upon whom such power of removal may beconferred by the board of directors.

Any officer may resign at any time by giving writtennotice to the board of directors or to the president or to the secretary of thecorporation. Any such resignation shall take effect at the date of the receiptof such notice or any later time specified therein; and, unless otherwisespecified therein, the acceptance of such resignation shall not be necessary tomake it effective.

## 4.04—*VACANCIES*

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

## 4.05—*CHAIRMAN OF THE BOARD*

The chairman of the board, if one has been appointed,shall, if present, preside at all meetings of the board of directors andexercise and perform all such other powers and duties as may from time to timebe assigned to him by the board of directors or prescribed by these bylaws.

## 4.06—*PRESIDENT*

The president, subject to the board of directors,shall have general supervision, direction and control of the business and ofother officers and employees of the corporation. He shall preside at allmeetings of the shareholders and, if there is no regular, appointed chairman ofthe board or if such chairman is absent, at all meetings of the board ofdirectors. He shall be exofficio a member of all standing committees, includingthe executive committee, if any, and 

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shall have general powers and duties of management,together with such other powers and duties as may be prescribed by the board ofdirectors.

## 4.07—*SECRETARY*

The secretary shall keep, or cause to be kept, a bookof minutes at the principal executive and business office, or such other placeas the board of directors may order, of all meetings of directors andshareholders, with the time and place of holding, whether regular or specialand, if special, how authorized, the notice thereof given, the names of thosepresent at directors’ meetings, the number of shares present or represented atshareholders’ meetings and the proceedings thereof.

The secretary shall keep, or cause to be kept, at theprincipal executive and business office or at the office of the corporation’stransfer agent, a share register or a duplicate share register showing thenames of the shareholders and their addresses, the number and classes of sharesheld by each, the number and the date of certificates issued for the same, andthe number and date of cancellation of every certificate surrendered forcancellation.

The secretary shall give, or cause to be given, noticeof all the meetings of the shareholders and of the board of directors requiredby these bylaws or by law to be given, shall keep the seal of the corporationin safe custody and shall have such other powers and shall perform such otherduties as may be prescribed by the board of directors or the bylaws.

## 4.08—*CHIEF FINANCIAL OFFICER*

The Chief Financial Officer shall keep and maintain,or cause to be kept and maintained, adequate and correct books and records ofaccounts of the properties and business transactions of the corporation,including accounts of its assets, liabilities, receipts, disbursements, gains,losses, capital, retained earnings, and shares.

The Chief Financial Officer shall deposit all moneyand other valuables in the name and to the credit of the corporation with suchdepositaries as may be designated by the Board of Directors. The ChiefFinancial Officer shall disburse the funds of the corporation as may be orderedby the Board of Directors, shall render to the President and directors,whenever they request it, an account of all of his or her transactions as ChiefFinancial Officer and of the financial condition of the corporation, and shallhave such other powers and perform such other duties as may be prescribed bythe Board of Directors or these Bylaws.

## 4.093⁄4*TREASURER*

At the request of the Chief Financial Officer or inthe case of the Chief Financial Officer’s absence or disability, the Treasurershall perform all the duties of the Chief Financial Officer and for thesepurposes shall act within the Chief Financial Officer’s scope of authority. TheTreasurer shall also perform any other duties that may from time to time beassigned to them by the Board of Directors or by the Chief Financial Officer.

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## 4.10—*SUBORDINATE OFFICERS*

The board of directors may appoint such vicepresidents, assistant treasurers and assistant secretaries and othersubordinate officers as the business of the corporation may require, each ofwhom shall hold office for such period, have such authority and perform suchduties as are provided in these bylaws or as the board of directors may fromtime to time determine.

In the absence or disability of the president,treasurer or secretary, the vice presidents, assistant treasurers and assistantsecretaries, respectively, in order of their rank as fixed by the board ofdirectors or, if not ranked, the subordinate officer designated by the board ofdirectors shall perform all the duties of such absent or disabled officer and,when so acting, shall have all the powers of and be subject to all therestrictions upon such officer. Each subordinate officer shall have such otherpowers and shall perform such other duties as from time to time may beprescribed for him by the board of directors or these bylaws.

# **ARTICLE V—***SHARES OF STOCK*

## 5.01—*SHARE CERTIFICATES*

Certificates representing shares of the capital stockof the corporation shall be in such form as shall be approved by the board ofdirectors, consistent with the articles of incorporation and the laws of theState of California. A certificate or certificates or shares of the capitalstock of the corporation shall be issued to each shareholder when such sharesare fully paid, and the board of directors may authorize the issuance ofcertificates or shares as partly paid provided that these certificates shallstate the amount of the consideration to be paid for them and the amount paid.All such certificates shall be signed by (i) the chairman or vice chairman of theboard or the president or a vice president, and (ii) by the treasurer or anassistant financial officer or the secretary or any assistant secretary,certifying the number of shares and the class or series of shares issued to theshareholder and evidenced by such certificate. The corporation may issue, sellor transfer fractional shares.

## 5.02—*TRANSFER OF SHARES*

Subject to the provisions of applicable securities andother laws and any other valid contractual and other restrictions on transferof shares, upon the surrender to the corporation of a certificate for sharesduly endorsed or accompanied by proper evidence of succession, assignment orauthority to transfer, it shall be the duty of the corporation to issue a newcertificate to the person entitled thereto, cancel the old certificate andrecord the transaction upon its books.

## 5.03—*LOST OR DESTROYED CERTIFICATE*

The holder of any shares of stock of the corporationshall immediately notify the corporation of any loss or destruction of thecertificate therefor, and the corporation may issue a new certificate in theplace of any certificate theretofore issued by it alleged to have been lost ordestroyed, upon approval of the board of directors. The board may, in itsdiscretion, as a condition to authorizing the issue of such new certificate,require the owner of the lost or destroyed certificate, or his legalrepresentative, to make proof satisfactory to the corporation of 

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the loss or destruction thereof and to give thecorporation a bond or other security, in such amount and with such surety orsureties as the corporation may determine, as indemnity against any claim thatmay be made against the corporation on account of any such certificate soalleged to have been lost or destroyed.

## 5.043⁄4*ELECTRONIC TRANSFER*

Notwithstanding the provisions of Section 5.01 of thisArticle V, the corporation may adopt a system of issuance, recordation, andtransfer of its shares by electronic or other means not involving any issuanceof certificates, if the system has been approved by the United StatesSecurities and Exchange Commission, if it is authorized by any statute of theUnited States, or if it is in accordance with Division 8 of the CaliforniaCommercial Code.

# **ARTICLEVI—***MISCELLANEOUS*

## 6.01—*INDEMNITY OF OFFICERS AND DIRECTORS*

The corporation shall, to the fullest extent permittedby the California General Corporation Law (and in excess of that otherwisepermitted by Section 317 thereof), indemnify each of its directors and officersagainst expenses, judgments, fines, settlements and other amounts actually andreasonably incurred in connection with any proceeding, including proceedingsbrought by or on behalf of the corporation, arising by reason of the fact anysuch person is or was a director or officer of the corporation and shall havepower to advance to each such director expenses incurred in defending any suchproceeding to the fullest extent permitted by that law.

## 6.02—*SHAREHOLDER INSPECTION OF ARTICLES AND BYLAWS*

The corporation shall keep at its principal executive andbusiness office the original or a copy of the articles of incorporation and thebylaws and any amendments thereto, certified by the secretary, which shall beopen to inspection by shareholders at all reasonable times during office hours.

## 6.03—*MAINTENANCE AND INSPECTION OF RECORDS OF SHAREHOLDERS*

The corporation shall keep at its principal executiveand business office or at the office of its transfer agent or registrar (if onehas been appointed), as determined by resolution of the board of directors, arecord of its shareholders, giving the names and addresses of all shareholdersand the number and class of shares held by each shareholder.

A shareholder or shareholders of the corporationholding at least 5% in the aggregate of the outstanding voting shares of thecorporation may (i) inspect and copy the records of shareholders’ names,addresses and shareholdings, during usual business hours on five business days’prior written demand on the corporation, and (ii) obtain from the transferagent of the corporation, on written demand and on the tender of such transferagent’s usual charges for such list, a list of the names and addresses of theshareholders who are entitled to vote for the election of directors, and theirshareholdings, as of the most recent record date for which that list has beencompiled or as of a date specified by the shareholder after the date of demand.This list shall be 

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made available to any such shareholder or shareholdersby the transfer agent on or before the later of five business days after thedemand is received or the date specified in the demand as the date as of whichthe list is to be compiled. The record of shareholders shall also be open toinspection on the written demand of any shareholder or holder of a voting trustcertificate, at any time during usual business hours, for a purpose reasonablyrelated to the holder’s interests as a shareholder or as the holder of a votingtrust certificate. Any inspection and copying under this Section may be made inperson or by an agent or attorney of the shareholder or holder of a votingtrust certificate making the demand.

## 6.04—*SHAREHOLDER INSPECTION OF CORPORATE RECORDS*

The accounting books and records and minutes ofproceedings of the shareholders and the board of directors and any committee orcommittees of the board of directors shall be kept at such place or placesdesignated by the board of directors or, in the absence of such designation, atthe principal executive and business office of the corporation. The minutesshall be kept in written form, and the accounting books and records shall bekept either in written form or in any other form capable of being convertedinto written form. The minutes and accounting books and records shall be opento inspection upon the written demand of any shareholder or holder of a votingtrust certificate, at any reasonable time during usual business hours, for apurpose reasonably related to the holder’s interests as a shareholder or as theholder of a voting trust certificate. The inspection may be made in person orby an agent or attorney and shall include the right to copy and make extracts.These rights of inspection shall extend to the records of each subsidiarycorporation of the corporation.

## 6.05—*INSPECTION BY DIRECTORS*

Every director shall have the absolute right at anyreasonable time to inspect all books, records and documents of every kind andthe physical properties of the corporation and each of its subsidiarycorporations. This inspection by a director may be made in person or by an agentor attorney, and the right of inspection includes the right to copy and makeextracts of documents.

## 6.06—*REPRESENTATION OF SHARES OF OTHER CORPORATIONS*

The president or, in the event of his absence orinability to serve, any vice president and the secretary or assistant secretaryof this corporation are authorized to vote, represent and exercise, on behalfof this corporation, all rights incidental to any and all shares of any othercorporation standing in the name of this corporation. The authority hereingranted to such officers to vote or represent on behalf of this corporation anyand all shares held by this corporation in any other corporation may beexercised either by such officers in person or by any person authorized to doso by proxy or power of attorney duly executed by such officers.

## 6.07—*ANNUAL REPORT*

The annual report to shareholders referred to inSection 1501(a) of the California Corporations Code is expressly waived subjectto the limitations thereof, but the board of directors of the corporation maycause to be sent to the shareholders, not later than 120 days after 

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the close of the fiscal or calendar year, an annualreport in such form as may be deemed appropriate by the board of directors.

## 6.08—*ANNUAL STATEMENT OF GENERAL INFORMATION*

Within 90 days of incorporation and annuallythereafter, the corporation shall file with the Secretary of State, on theprescribed form, a statement setting forth the authorized number of directors,the names and complete business or residence addresses of all incumbentdirectors, the names and complete business or residence addresses of the chiefexecutive officer, secretary and chief financial officer, the street address ofits principal executive office or principal business office in this state, and thegeneral type of business constituting the principal business activity of thecorporation, together with a designation of the agent of the corporation forthe purpose of service of process, all in compliance with section 1502 of theCalifornia Corporations Code.

# **ARTICLEVII—***AMENDMENTS TO BYLAWS*

## 7.01—*AMENDMENT BY SHAREHOLDERS*

New bylaws may be adopted or these bylaws may beamended or repealed by the vote or written consent of the shareholders entitledto exercise a majority of the voting power of the corporation, except asotherwise provided by either these bylaws or the articles of the corporation;provided, however, that if the articles of incorporation set forth the numberof authorized directors of the corporation, the authorized number of directorsmay be changed only by an amendment of the articles of incorporation.

## 7.02—*AMENDMENT BY DIRECTORS*

Subject to the rights of the shareholders as providedin Section 7.01 to adopt, amend or repeal bylaws, bylaws may be adopted,amended, or repealed by the board of directors; provided, however, that theboard of directors may adopt a bylaw or amendment of a bylaw changing theauthorized number of directors only for the purpose of fixing the exact numberof directors within the limits specified in the articles of incorporation or inSection 3.02 of these bylaws.

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