Exhibit
3.1




BY-LAWS
 OF
CLEAR-LITE HOLDINGS, INC.
 (AS
AMENDED ON MARCH 16, 2010)
 
 ARTICLE
I
 OFFICES
 
 1.  THE
PRINCIPAL OFFICES of the corporation shall be in the City of Boca Raton, State
of Florida.  The corporation may have such other offices within or
outside the State of Florida as the Board of Directors may designate or as the
business of the corporation may from time to time require.
 
 ARTICLE
II
 STOCKHOLDERS
 
 1.  ANNUAL
MEETING.  The annual meeting of the stockholders shall be held on the
first Monday in November of every other year commencing with the year 2007 at
the hour of 10:00 a.m., or at such other day and time as the Board of Directors
deems appropriate from time to time, for the purpose of electing directors and
officers and for the transaction of other business that may come up before the
meeting.  If the day fixed for the annual meeting shall be declared a
legal holiday, such meeting shall be held on the next succeeding business
day.  If the election of Directors shall not be held on the day
designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as soon as
conveniently may be.
 
 2.  SPECIAL
MEETING.  Special meeting of the stockholders may be called by the
directors, or by the President. Special meetings shall be called any time upon
the request of the stockholders owning not less than fifty percent (50%) of the
outstanding stock of the corporation entitled to vote at such
meeting.
 
 3.  PLACE
OF MEETING.  All meetings of the stockholders shall be held at the
principal office of the corporation in the City of Boca Raton, State of Florida,
or at such other place as shall be determined from time to time by the Board of
Directors. If the place of the meeting is not at the principal offices of the
corporation, the place of such meeting shall be stated in the call of the
meeting.
 
 4.  NOTICE
OF MEETING.  Notice of the time and place of the annual meeting of
stockholders shall be given by mailing written notice of the meeting at least
ten (10) days prior to the meeting to each stockholder of record of the
corporation entitled to vote at such meeting, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
prepaid thereon.  The notice of the time and place of special meetings
shall be given by written notice or by personal notice five (5) days prior to
the meeting to each stockholder of record of the corporation entitled to vote at
such meeting.
   
 
 5.  CLOSING
OF TRANSFER BOOKS.  For the purpose of determining the stockholders
entitled to notice of or entitled to vote at any regular meeting of stockholders
or any special meeting, or of determining the stockholders entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other purpose, the Directors of the corporation shall provide that the stock
transfer books be closed for a stated period, but not to exceed in any case
fifty (50) days.  If the stock transfer books are to be closed for or
the purpose of determining stockholders entitled to noticed of a special meeting
or of the annual meeting of stockholders, such book shall be closed for at least
fourteen (14) days immediately preceding such meeting.  In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than fifty (50) days and, in the case of a meeting of
shareholders, not less than (10) days prior to the date on which a particular
action requiring such determination of shareholders is to be
taken.  If the stock transfer books are not closed and no record date
is fixed for determination of shareholders entitled to notice of or to vote at
the meeting of shareholders, or shareholders entitled to received payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be record date for such determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment
thereof.
 
 6.  VOTING
LISTS.  The officer or agent in charge of the stock transfer books for
the corporation shall prepare before each meeting of stockholders a complete
list of stockholders entitled to vote at the meeting arranged in alphabetical
order with the address of and number of shares held by each
person.  The list shall be prepared five (5) days prior to the
stockholders' meeting and shall be keep on file at the principal office of the
corporation and subject to inspection during normal business hours by any
stockholder. The list shall also be produced and kept open at the stockholders'
meeting and shall be subject to inspection by any stockholder during the
meeting.
 
 7.  QUORUM.  The
quorum at any annual of special meeting of stockholder shall consist of
stockholders representing, capital stock of the corporation entitled to vote at
such meetings, except as otherwise specifically provided by law or in the
Articles of Incorporation.  If a quorum is not present at a properly
called stockholders' meeting, the meeting shall be adjourned by then present and
an additional and further notice sent to all stockholders notifying them of the
adjournment of the meeting and the date and time and place of the adjourned
meeting.  At such adjourned meeting.  At such adjourned
meeting, at which a quorum is present or represented, business may be transacted
which might have been transacted at the meeting as originally
notified.
 
 8.  PROXIES.   At
all meetings of stockholders, a stockholder may vote by proxy executed in
writing by the stockholder or by their duly authorized attorney in
fact.  Such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting.
 
 9.  VOTING
OF SHARES.  At all elections for directors of the corporation, each
shareholder may cast as many votes in the aggregate as he is entitled to vote
under its charter, multiplied by the number of directors to be
elected.  Each shareholder may cast a whole number of votes, either in
person or by proxy, for one candidate or distribute said votes among two or more
candidates.  On all other matters each shareholder shall have one vote
for each share of stock owned by the shareholder. All elections for directors of
the corporation shall be decided by plurality vote.  All other
questions shall be decided by majority vote.
   2
 
 10.  VOTING
OF SHARES BY CERTAIN HOLDERS.  Shares standing in the name of another
corporation may be voted by such officer, agent or proxy as the Bylaws of such
corporation may prescribe or in the absence of such provision, as the Board of
Directors of such corporation may determine.  Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such into her name. Shares standing
the name of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of such
shares into her name.  Shares standing in the name of a receiver may
be voted by such receiver, and the shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into her
name, if authority to do so be contained in an appropriate order of the court by
which such receiver was appointed. A shareholder whose shares are pledged shall
be entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred. Shares of its own stock belonging to the Corporation
shall be voted, directly or indirectly, at any meeting, and shall not be counted
in determining the total number of outstanding shares at any given
time.
 
 11.  ORDER
OF BUSINESS.  The order of business at all meetings of stockholders
shall be as follows:
 
 a.  Roll
call.
 
 b.  Proof
of notice of meeting or waiver of notice.
 
 c.  Reading
of minutes of preceding meeting.
 
 d.  Reports
of  Officers.
 
 e.  Reports
of Committees.
 
 f.  Election
of Directors.
 
 g.  Unfinished
Business.
 
 h.  New
Business.
 
 12.  INFORMAL
ACTION BY SHAREHOLDERS.  Unless otherwise provided in the Nevada
Corporate Law, any action that may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote on such action were present and voted. Unless the
consents of all shareholders entitled to vote have been solicited in writing,
and unless the unanimous written consent of all shareholders has been received,
the Secretary shall give prompt notice of the corporate action approved by the
shareholders without a meeting.
 
 3
 
 ARTICLE
III
 BOARD OF
DIRECTORS
 
 1.  GENERAL
POWERS.  The business and affairs of the corporation shall be managed
by the Board of Directors consisting of not less than one or more than five (5)
directors.  The Board of Directors shall be elected for a term of two
years and shall hold office until the successors are elected and
qualified.  Directors need not be stockholders.  In addition
to the power and authority granted by the By-Laws and the Articles of
Incorporation, the Board of Directors may exercise all such powers of the
corporation and do all such lawful acts and things that are not forbidden by
statute, Articles of Incorporation, or by these By-Laws.
 
 2.  VACANCIES.  All
vacancies in the Board of Directors, whether caused by resignation, death of
otherwise, may be filled by a majority vote of the remaining director or
directors, even though they constitute less than a quorum, or by a majority vote
of the stockholders.  This may be accomplished at any special or
regular meeting of the Board of Directors or by the stockholders at any regular
or special meeting.  A director thus elected to fill any vacancies
shall hold office for the unexpired term of their predecessor and until their
successor is elected and qualified.
 
 3.  REGULAR
MEETINGS.   A regular meeting of the directors shall be held at
the same time as the annual meeting of stockholders.  No notice of the
regular meeting of the Board of Directors shall be sent.  The
directors may provide by resolution the time and place for the holding of
additional regular meetings other than the meeting at the annual meeting of
stockholders, by giving notice under their same provisions as that notice given
of a stockholders meeting.
 
 4.  SPECIAL
MEETINGS.  Special meetings of the Board of Directors may be called at
any time by the President, or in her absence, by the Vice President, or by any
two directors, to be held at the time and place designated in notice of special
meeting.  The notice of special meeting shall be in the same form and
done in the same manner as the notice given for stockholders'
meeting.
 
 5.  NOTICE.  Notice
of any special meeting shall be given at least two (2) days previous thereto by
written notice delivered personally or mailed to each director at h is business
address, or by telegram.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid.  If notice be given by telegram, such notice shall be
deemed to be delivered when the notice be given to the telegraph
company.  Any directors may waive notice of any
meeting.  The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except; where a director attends a meeting for
the purpose of objecting to the transaction of any business because the meeting
is not lawfully called or convened.
   4
 
 6.  TELEPHONIC
MEETING.  A meeting of the Board of Directors may be had by means of a
telephone conference or similar communications equipment by which all persons
participating in the meeting can hear each other, and the participation in a
meeting under such circumstances shall constitute presence at the
meeting.
 
 7.  QUORUM.  The
majority of the Board of Directors shall be necessary at all meetings to
constitute a quorum for the transaction of business.  If less than a
quorum is present, the meeting shall be adjourned.  Any resolution
adopted in writing and executed and signed by a majority of the Board of
Directors, accompanied with a showing that the resolution had been presented to
all directors, shall constitute and be a valid resolution as if the resolution
had been adopted at a meeting at which all directors shall in all respects bind
the corporation and constitute full and complete authority for the officers
acting pursuant to it.
 
 8.  MANNER
OF ACTING.  The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors.
 
 9.  ACTION
WITHOUT A MEETING.  Any action that may be taken by the Board of
Directors at a meeting may be taken without a meeting if a consent in writing,
setting forth the action so to be taken, shall be signed before such action by
all of the directors.
 
 10.  REMOVAL.  Any
director may be removed for cause by the majority vote of the stockholders or by
a majority vote of the Board of Directors.  Any director may be
removed without cause by a majority vote of the stockholders.
 
 11.  RESIGNATION.  Any
director may resign at any time by giving written notice to the Board of
Directors and the President or the Secretary or the corporation.  The
resignation shall be effective upon receipt of the notice and the acceptance of
the resignation shall not be necessary to make it effective.
 
 12.  COMPENSATION.  The
Board of Directors, by resolution, may compensate directors for their services.
The Board of Directors may also fix a sum for director compensation for actual
attendance at each regular or special meeting of the Board of
Directors.  Nothing contained herein shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
compensation therefore.
 
 13.  CONTRACTS.  No
contract or other transaction between this Corporation and any other corporation
shall be impaired, affected or invalidated, nor shall any director be liable in
any way by reason of the fact that one or more the directors of this Corporation
is or are interested in, or is a director or officer, or are directors or
officers of such other corporations, provided that such facts are disclosed or
made known to the Board of Directors, prior to their authorizing such
transaction.  Any director may be a party to or may be interested in
any contract or transaction of this Corporation , and no directors shall be
liable in any way by reason of such interest, provided that the fact of such
interest be disclosed or made known to the Board of Directors prior to their
authorization of such contract or transaction, and provided that the Board of
Directors shall authorize, approve or ratify such contract or transaction by the
vote (not counting the vote of any such Director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken.  Such director or directors may be counted in
determining the presence of a quorum at such meeting.  This Section
shall not be construed to impair, invalidate or in any way affect any contract
or other transaction which would otherwise be valid under the law (common,
statutory or otherwise) applicable thereto.
   5
 
 14.  COMMITTEES.  The
Board of Directors, by resolution adopted by a majority of the entire Board, may
from time to time designated from among its members an executive committee and
such other committees, and alternative members thereof, as they may deem
desirable, with such powers and authority (to the extent permitted by law) as
may be provided in such resolution. Each such committee shall serve at the
pleasure of the Board.
 
 15.  PRESUMPTION
OF ASSENT.  A director of a corporation who is present at a meeting of
the Board of Directors at which action on any corporate matter has been taken,
will be presumed to have assented to the action taken unless their dissent is
entered in the minutes of the meeting or unless they had filed
their written dissent to such action with the person acting as the Secretary
at the adjournment thereof, or shall forward such dissent by registered mail to
the Secretary of the Corporation immediately after the adjournment of the
meeting.  Such right to dissent shall not apply to a director who
voted in favor of such action.
  ARTICLE
IV
 OFFICERS
 
 1.  OFFICERS.   The
officers of the corporation shall be a Chief Executive Officer, Chief Financial
Officer, a Secretary (if needed) and a Treasurer (if needed), each of whom shall
be elected by the Board of Directors.  Such officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board of
Directors, including a Chairman of the Board.  In its discretion, the
Board of Directors may leave unfilled for any such period as it may determine
any office except those of Chief Executive Officer and Secretary.  Any
two or more officers may be held by the same person.  Officers may be
directors or shareholders of the Corporation.
 
 2.  ELECTION
AND TERM OF OFFICERS.  The officers of the corporation shall be
elected annually at the regular meeting of the Board of Directors. Each officer
shall hold office for one year or until their successor shall have been duly
elected and qualified.   They can resign by giving written
noticed to any member of the Board of Directors of the
corporation.  The resignation shall take effect upon receipt thereof
and the acceptance shall not be necessary to make it effective.
 
 3.  RESIGNATION.  Any
officer may resign at any time by giving written notice of such resignation to
the Board of Directors, or to the President or the Secretary of the
Corporation.  Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
   6
 
 4.  REMOVAL.  Any
officer or agent elected or appointed by the Board of Directors may be removed
by the Board of Directors whenever in their judgment; the best interests of the
corporation would be served by such removal.  Such removal shall be
without prejudice to the contractual rights, if any, of the persons so
removed.
 
 5.  VACANCIES.   A
vacancy in any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the directors for the unexpired position of the
term.
 
 6.  CHIEF
EXECUTIVE OFFICER.   The Chief Executive Officer shall be the
principal executive officer, shall generally supervise and control all the
business and affairs of the corporation.  The Chief Executive Officer
shall preside at all meetings of stockholders and of directors.  The
Chief Executive Officer shall sign with the Secretary, Certificates for share of
Common Stock.  The Chief Executive Officer shall also sign deeds,
mortgages, bonds, contracts of any other instrument which the directors have
authorized to be executed by the Chief Executive Officer.  The Chief
Executive Officer shall be responsible for the Corporate Books, unless this is
delegated to another officer.  The Chief Executive Officer in general
shall perform all the duties incident to the office of Chief Executive Officer
and such other during as may be prescribed by she directors from time to
time.
 
 7.   CHIEF
FINANCIAL OFFICER. The Chief Financial Officer shall be responsible to lead and
manage all of the operations of the Company that are related to finance and
capital market, including, but not limited to, providing expertise in making
financial plan and strategy, and working with the Company’s U.S. legal counsel
and auditors to implement, monitor and oversee the Company’s compliance with the
requirements of the Sarbanes-Oxley Act, Securities Act of the 1933, Exchange Act
of the 1934, and the listing rules of the OTC Bulletin Board and to advise the
Board of the Directors with respect to the Company’s internal controls and
procedures, including disclosure controls and procedures. The Chief Financial
Officer shall report directly to the Chief Executive Officer and the Board of
Directors of the Company.
 
 8.  SENIOR
VICE-PRESIDENT.  In the absence of the Chief Executive Officer or
Chief Financial Officer, or in the event of a death, inability or refusal to
act, the Senior Vice-President shall perform the duties of the Chief Executive
Officer or Chief Financial Officer.  When he or she is so acting, he
or she shall have all the powers of and subject to all the restrictions of the
Chief Executive Officer and Chief Executive Officer.  The Senior
Vice-President shall perform such other duties as from time to time may be
assigned to him or her by the Chief Executive Officer, Chief Financial Officer,
or by the directors.  The Senior Vice-President shall serve in equal
capacity.
 
 9.  SECRETARY.   The
secretary shall keep the minutes of the stockholders and of the directors
meetings and shall see that all notices are duly given in accordance with the
provisions of these By-Laws.  The secretary shall issue the notices
for all meetings except that a notice of a special meeting of the directors
called at the request of two directors may be issued by those
directors.  The secretary shall keep a register of the post office
address of each stockholder and shall have general charge of the stock transfer
books unless this duty is given to a Transfer Agent.  The secretary
shall make reports and perform such other duties as are incident to their office
or are properly required of them by the Board of Directors or the
President.
   7
 
 10.  TREASURER.   The
treasurer shall have charge and custody of and be responsible for all funds and
securities of the corporation.  He/she shall receive monies due to the
corporation and give receipts therefore and shall disperse the funds of the
corporation in payment of the demands against the corporation as directed by the
officers and the Board of Directors.  He/she shall perform all duties
incident to this office of as properly required of him/her by the officers or
the Board of Directors.  If required by the directors, the treasurer
shall give a bond for faithful discharge of his/her duties in such sum as the
directors shall determine.
 
 11.  SALARIES.  The
salaries of the officers shall be fixed from time to time by the Board of
Directors, and no officers shall be prevented from receiving such salary by
reason of the fact the he/she is also a director of the
Corporation.  Salaries of all officers of the corporation shall be
fixed by a vote of the Board of Directors.
 
 12.  INABILITY
TO ACT.   In case of absence or inability to act of any officer
of the corporation, the Board of Directors may from time to time delegate the
powers or duties of such officer to any other officer of the
corporation.
 
 13.  SURETIES
AND BONDS.  In the case the Board of Directors shall so require any
officer, employee or agent of the Corporation shall execute to the Corporation a
bond in such sum, and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his/her duties to the
Corporation, including responsibility for negligence for the accounting for all
property, funds or securities of the Corporation which may come into his/her
hands.
 
 14.  SHARES
OF STOCK OF OTHER CORPORATIONS.  Whenever the Corporation is the
holder of shares of stock of any other corporation, any right of power of the
Corporation as such shareholder (including the attendance, acting and voting at
shareholders' meetings and execution of waivers, consents, proxies or other
instruments) may be exercised on behalf of the Corporation by the President, any
Vice President or such other person as the Board of Directors may
authorize.
 
 ARTICLE
V
 INDEMNITY
 
 1.  INDEMNITY.   The
Corporation shall indemnify its directors, officers and employees as
follows:
 
 Every
director, officer, or employee of the Corporation shall be indemnified by the
Corporation against all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon him/her in connection with any proceeding
to which he/she may be made a party, or in which he/she may become involved, by
reason of being or having been 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 the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of the
 
 
 8
 
 Corporation,
partnership, joint venture, trust or enterprise, or any settlement thereof,
whether or not he/she is a director, officer, employee or agent at the time such
expenses are incurred, except in such cases wherein the director, officer,
employee or agent is adjudged guilty of willful misfeasance or malfeasance in
the performance of his/her duties; provided that in the event of a settlement
the indemnification herein shall apply only when the Board of Directors approves
such settlement and reimbursement as being for the best interests of the
Corporation.
 
 The Corporation shall provide to 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 the corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of a suit, litigation or other
proceedings which is specifically permissible under applicable law. The Board of
Directors may, in its discretion, direct the purchase of liability insurance by
way of implementing the provisions of this Article.
 
 
 ARTICLE
VI
 CONTRACTS,
LOANS, CHECKS AND DEPOSITS
 
 1.
CONTRACTS. The Board of Directors may authorize any officer or officers, agent
or agents, 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.
 
 2.
LOANS. No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
 
 3.
CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
 
 4.
DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may
select.
 
 ARTICLE
VII
 SHARES OF
STOCK
 
 1.  CERTIFICATES.   Certificates
representing share of the corporation shall be in a form designated by the
directors.  Such certificates shall be signed by the President and
Secretary.  All certificates for shares shall be consecutively
numbered.  The name and address of the stockholder, the number of
shares, and date of issue, shall be entered on the stock transfer books of the
corporation.  All certificates surrendered to the corporation for
transfer shall be canceled and no new certificates shall be issued until, the
former certificate for a like number of shares has been surrendered and
canceled.  The exception is the case of a lost or destroyed or
mutilated certificate and in such case a new one may be issued when the person
claiming that certificate is lost or destroyed or mutilated certifies to the
corporation of that fact and indemnifies the corporation.
 9
  
 2. TRANSFER
OF SHARES. A transfer of stock shall be made only upon the transfer books of the
corporation kept at the office of the corporation or of the corporation or so
elected held at a Transfer Agent office. Only registered stockholders in the
transfer books of the corporation shall be entitled to be treated by the
corporation as the holders in fact of stock. The corporation shall not be bound
to recognize any equitable or other claims to or any interest in any share of
stock which is not recorded upon the transfer books of the corporation in a
manner prescribed by these By-Laws except as expressly provided by the laws of
the State of Nevada.
 ARTICLE
VIII
 FISCAL
YEAR
 
 1.  FISCAL
YEAR.  The fiscal year of the corporation shall begin on the 1st day
of August in each year and end on the 31st day of July.
 
 ARTICLE
IX
 DIVIDENDS
 
 1.  DIVIDENDS.  The
directors may from time to time declare and the corporation may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions
provided by these By-Laws.
 
 ARTICLE
X
 SEAL
 
 1.  SEAL.  The
directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon, the name Clear-Lite Holdings, Inc., State of
Nevada, 2006, and the words “corporate seal.”
 
 ARTICLE
XI
 WAIVER OF
NOTICE
 
 1.  WAIVER.  Unless
otherwise provided by law, whenever any notice is required to be given to any
stockholder or director of the corporation under the provisions of these By-Laws
or under the provisions of the Articles of Incorporation, or under the
provisions of the applicable Business Corporation Act, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether made
before or after the time stated thereon, shall be deemed equivalent to giving of
such notice.
    10
 
 ARTICLE
XII
 AMENDMENTS
   1.  AMENDMENTS.  Alterations
or amendments may be made by an affirmative vote of at least fifty-one (51%)
percent of the stockholders in any duly called special or regular meeting or by
a majority of the Board of Directors at any duly called regular or special
meeting.
 
 The above
By-laws are certified to have been adopted by the Board of Directors of the
Corporation on the 16th day of March, 2010.