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                                  EXHIBIT 3.2

                              AMENDED AND RESTATED
                                    BYLAWS
                                      OF
                               PYRAMID OIL COMPANY
                           a California corporation
                             (As of December, 2009)

                                   ARTICLE I

                                    OFFICES

     Section A.     Principal Offices.

     The Board of Directors (the "Board") shall fix the location of the
principal executive office of the Corporation at any place within or outside
the State of California.  If the principal executive office is located outside
the State of California and the Corporation has one or more business offices
in the State of California, the Board shall fix and designate a principal
business office in the State of California.

     Section B.     Other Offices.

     The Board may at any time establish branch or subordinate offices at any
place or places it may choose from time to time.

                                   ARTICLE II

                                    DIRECTORS

     Section A.     Powers.

     Subject to the provisions of the California General Corporation Law and
any limitations in the Articles of Incorporation of the Corporation (the
Articles of Incorporation) and these Bylaws relating to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the Corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board.

     Section B.     Standard of Care; Liability.

     In performing the duties of a director, a director shall act in good
faith, in the manner such director believes to be in the best interests of the
Corporation and its shareholders, and with such care, including reasonable
inquiry, and prudence as a person in a like position would use under similar
circumstances.

     In performing the duties of a director, a director shall be entitled to
rely on information, opinions, reports, and statements, including financial
statements and other financial data, which have been prepared or presented by
any of the following:

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          (a)  One or more officers or employees of the Corporation whom the
director believes to be reliable and competent in the matters presented;

          (b)  Counsel, independent accountants or other persons as to matters
which the director believes to be within such person's professional or expert
competence; or

          (c)  A committee of the Board upon which the director does not
serve, as to matters within its designated authority, which committee the
director believes to merit confidence, so long as in any such case, the
director acts in good faith, after reasonable inquiry when the need therefor
is indicated by the circumstances and without knowledge that would cause such
reliance to be unwarranted.

     Section C.     Number and Qualification of Directors.

     The authorized number of directors of the Corporation shall be seven (7).
This number of directors may be changed by amendment to the Articles of
Incorporation or by an amendment to this Section C, Article II of these
Bylaws, adopted by the vote or written consent of the shareholders, as
provided in Section 212 of the California Corporations Code.

     Section D.     Election and Term of Office of Directors.

     Directors shall be elected at each annual meeting of shareholders to hold
office until the next annual meeting of shareholders and until a successor has
been elected and qualified.

     Section E.     Vacancies.

     Vacancies on the Board may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, except
that a vacancy created by the removal of a director by the vote or written
consent of the shareholders or by court order may be filled only by the vote
of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the written consent of holders of
a majority of the outstanding shares entitled to vote.  Each director so
elected shall hold office until the next annual meeting of shareholders and
until a successor has been elected and qualified.

     A vacancy or vacancies on the Board shall be deemed to exist in the event
of the death, resignation or removal of any director, or if the Board by
resolution declares vacant the office of a director who has been declared of
unsound mind by an order of court or who has been convicted of a felony, or if
the authorized number of directors is increased, or if the shareholders fail,
at any meeting of shareholders at which any director or directors are elected,
to elect the number of directors to be elected at such meeting.

     The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.

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     Any director may resign effective on giving written notice to the
Chairman of the Board, the President, the Secretary or the Board, unless the
notice specifies a later time for that resignation to become effective.  If
the resignation of a director is effective at a later time, the Board may
elect a successor to take office when the resignation becomes effective.

     No reduction of the authorized number of directors shall have the effect
of removing any director before the expiration of such director's term of
office.

     Section F.     Removal of Directors.

     The entire Board or any individual director named may be removed from
office as provided by Sections 302, 303 and 304 of the California Corporations
Code.  In such a case, the remaining Board members may elect a successor
director to fill such vacancy for the remaining unexpired term of the director
so removed.  No director may be removed (unless the entire Board is removed)
when the votes cast against removal or not consenting in writing to such
removal would be sufficient to elect such director if voted cumulatively at an
election at which the same total number of votes were cast (or, if such action
is taken by written consent, all shares entitled to vote were voted) and the
entire number of directors authorized at the time of the directors most recent
election were then being elected; and when by the provisions of the Articles
of Incorporation the holders of the shares of any class or series voting as a
class or series are entitled to elect one or more directors, any director so
elected may be removed only by the applicable vote of the holders of the
shares of that class or series.

     Section G.     Place of Meetings and Meetings by Telephone.

     Regular meetings of the Board may be held at any place within or outside
the State of California that has been designated from time to time by
resolution of the Board.  In the absence of such a designation, regular
meetings shall be held at the principal executive office of the Corporation.
Special meetings of the Board shall be held at any place within or outside the
State of California that has been designated in the notice of the meeting or,
if not stated in the notice or if there is no notice, at the principal
executive office of the Corporation.  Any meeting, regular or special, may be
held by conference telephone or similar communication equipment, so long as
all directors participating in the meeting can hear one another, and all such
directors shall be deemed to be present in person at the meeting.

     Section H.     Annual Meetings.

     Immediately following each annual meeting of shareholders, the Board
shall hold a regular meeting for the purpose of the election of officers and
the transaction of other business.  Notice of this meeting shall not be
required.  Minutes of any meeting of the Board, or any committee thereof,
shall be maintained as required by Section 1500 of the California Corporations
Code by the Secretary or other officer designated for that purpose.



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     Section I.     Other Regular Meetings.

     Other regular meetings of the Board shall be held at such time as shall
from time to time be fixed by the Board.  Such regular meetings may be held
without notice, provided the time and place has been fixed by the Board, and
further provided the notice of any change in the time of such meetings shall
be given to all the directors.  Notice of a change in the time shall be given
to each director in the same manner as notice for special meetings of the
Board.

     Section J.     Special Meetings.

     Special meetings of the Board for any purpose or purposes may be called
at any time by the Chairman of the Board, the President, the Secretary or any
two directors.

     Notice of the time and place of such special meetings shall be delivered
to each director personally or by telephone (including a voice messaging
system or other system designed to record and communicate messages),
facsimile, electronic mail or other electronic means, or sent by first-class
mail or telegram, charges prepaid, addressed to each director at such
director's address as is shown on the records of the Corporation.  If such
notice is mailed, it shall be deposited in the United States mail at least
four days before the time of the holding of such meeting.  If such notice is
delivered by telegram, it shall be delivered to the telegraph company at least
48 hours before the time of the holding of such meeting.  If such notice is
delivered personally or by telephone, facsimile, electronic mail or other
electronic means it shall be delivered at least 48 hours before the time of
holding such meeting.  Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the
director whom the person giving such notice has reason to believe will
promptly communicate it to such director.  The notice need not specify the
purpose of the meeting or the place if the meeting is to be held at the
principal executive office of the Corporation.

     Section K.     Quorum.

     A majority of the authorized number of directors shall constitute a
quorum for the transaction of business except to adjourn as provided in
Section M of this Article II.  Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board, subject to the provisions
of Section 310 of the Corporations Code of California (as to approval of
contracts or transactions in which a director has a direct or indirect
material financial interest), Section 311 of such Code (as to appointment of
committees) and Section 317(e) of such Code (as to indemnification of
directors).  A meeting at which a quorum initially is present may continue to
transact business notwithstanding the withdrawal of directors, provided any
action taken is approved by at least a majority of the required quorum for
such meeting.



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     Section L.     Waiver of Notice.

     The transactions of any meeting of the Board, however called and noticed,
and wherever held, shall be as valid as though they had occurred at a meeting
duly held after regular call and notice if a quorum is present and if, either
before or after such meeting, each of the directors not present signs a
written waiver of notice, a consent to hold such meeting or an approval of the
minutes.  The waiver of notice or consent need not specify the purpose of such
meeting.  All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of such meeting.  Notice of a
meeting shall also be deemed given to any director who attends the meeting
without protesting, before or at its commencement, the lack of notice to such
director.

     Section M.     Adjournment.

     A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting to another time and place.

     Section N.     Notice of Adjournment.

     Notice of the time and place of holding an adjourned meeting need not be
given, unless the meeting is adjourned for more than 24 hours, in which case
notice of the time and place shall be given before the time of the adjourned
meeting in the manner specified in Section J of this Article II to the
directors who were not present at the time of the adjournment.

     Section O.     Action Without Meeting.

     Any action required or permitted to be taken by the Board may be taken
without a meeting if all members of the Board shall individually or
collectively consent in writing to such action.  Such action by written
consent shall have the same force and effect as a unanimous vote of the Board.
Such written consent or consents shall be filed with the minutes of the
proceedings of the Board.

     Section P.     Sole Director Provided by Articles of Incorporation.

     In the event only one director is required by these Bylaws or the
Articles of Incorporation, any references herein to notices, waivers,
consents, meetings or other actions by the majority or quorum of directors
shall be deemed notice, waiver, etc. by such sole director, who shall have all
the rights and duties and shall be entitled to exercise all the powers and
shall assume all responsibilities otherwise herein described given to a Board.

     Section Q.     Fees and Compensation of Directors.

     Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the Board.  This Section Q shall not be construed
to preclude any director from serving the Corporation in any other capacity as
an officer, agent, employee or otherwise, and receiving compensation for such
service.

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                                    ARTICLE III

                          COMMITTEES; ADVISORY DIRECTORS

     Section A.     Committees of Directors.

     The Board may, by resolution adopted by a majority of the whole Board
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the Board.  The Board may designate one or more
directors as alternate members of any such committee, who may replace any
absent member at any meeting of such committee.  Any committee, to the extent
provided in such a resolution of the Board, shall have all the authority of
the Board, except with respect to:

     (a)  The approval of any action that, under the California General
Corporation Law, also requires shareholders' approval (under Section 153 of
the California Corporations Code) or approval of the outstanding shares (under
Section 152 of the California Corporations Code);

     (b)  The filling of vacancies on the Board or in any committee;

     (c)  The fixing of compensation of the directors for serving on the Board
or on any committee;

     (d)  The amendment or repeal of these bylaws or the adoption of new
bylaws;

     (e)  The amendment or repeal of any resolution of the Board that by its
express terms is not so amendable or repealable;

     (f)  A distribution to the shareholders of the Corporation (under Section
166 of the California Corporations Code), except at a rate or in a periodic
amount or within a price range determined by the Board; and

     (g)  The appointment of any other committees of the Board or the members
of such committees.

     Section B.     Meetings and Action of Committees.

     Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article II, Sections G (place of
meetings), H (annual meetings), I (other regular meetings) J (special
meetings), K (quorum), L (waiver of notice), M (adjournment), N (notice of
adjournment), and O (action without meeting), with such changes in the context
of these Bylaws as are necessary to substitute the committee and its members
for the Board and its members, except that the time of regular meetings of
committees may be determined either by resolution of the Board or by
resolution of the committee; special meetings of committees also may be called
by resolution of the Board; and notice of special meetings of committees also
shall be given to all alternate members, who shall have the right to attend
all meetings of the committee.  The Board may adopt rules for the government
of any committee not inconsistent with the provisions of these Bylaws.

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     Section C.     Advisory Directors.

     The Board from time to time may elect one or more persons to be advisory
directors, who shall not by such appointment be members of the Board.
Advisory directors shall be available from time to time to perform special
assignments specified by the President, to attend meetings of the Board upon
invitation and to furnish consultation to the Board.  The period during which
the title shall be held may be prescribed by the Board.  If no period is
prescribed, title shall be held at the pleasure of the Board.


                                ARTICLE IV

                                 OFFICERS

     Section A.     Officers.

     The officers of the Corporation shall include a President, a Chief
Financial Officer and a Secretary.  The Corporation may also have, at the
discretion of the Board, a Chairman of the Board, one or more Vice Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers and such
other officers as may be appointed in accordance with the provisions of
Section C of this Article IV.  Any number of offices may be held by the same
person.

     Section B.     Election of Officers.

     The officers of the Corporation, except such officers as may be appointed
in accordance with the provisions of Section C or Section E of this Article
IV, shall be chosen by the Board, and each shall serve at the pleasure of the
Board, subject to the rights, if any, of any officer under any contract of
employment.

     Section C.     Subordinate Officers.

     The Board may appoint and remove, and may empower the President to
appoint and remove, such other officers as the business of the Corporation may
require, each of whom shall hold office for such period, have such authority
and perform such duties as are provided in these Bylaws or as the Board may
from time to time determine.

     Section D.     Removal and Resignation of Officers.

     Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
Board at any regular or special meeting or, except in the case of any officer
chosen by the Board, by any officer upon whom such power of removal may be
conferred by the Board.

     Any officer may resign at any time by giving written notice to the
Corporation.  Any resignation shall take effect at the date of the receipt of
such notice or at any later time specified in such notice; and, unless

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otherwise specified in such notice, the acceptance of such resignation shall
not be necessary to make it effective.  Any resignation is without prejudice
to the rights, if any, of the Corporation under any contract to which the
resigning officer is a party.

     Section E.     Vacancies in Offices.

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

     Section F.     Chairman of the Board.

     The Chairman of the Board, if such an officer be chosen, shall, if
present, preside at meetings of the Board and exercise and perform such other
powers and duties as from time to time may be assigned to him by the Board or
prescribed by these Bylaws.  If there is no President, the Chairman of the
Board shall, in addition, be the Chief Executive Officer of the Corporation
and shall have the powers and duties prescribed in Section G of this Article
IV.

     Section G.     President.

     Subject to such supervisory powers, if any, as may be given by the Board
to the Chairman of the Board, if there is such an officer, the President shall
be the Chief Executive Officer of the Corporation and shall, subject to the
control of the Board, have general supervision, direction and control of the
business and the officers of the Corporation.  He shall preside at all
meetings of the shareholders and, in the absence of the Chairman of the Board,
or if there is none, at all meetings of the Board.  He shall have the general
powers and duties of management usually vested in the office of President of a
Corporation and shall have such other powers and duties as may be prescribed
by the Board or these Bylaws.

     Section H.     Vice Presidents.

     In the absence or disability of the President, the Vice Presidents, if
any, in order of their rank as fixed by the Board or, if not ranked, a Vice
President designated by the Board, shall perform all the duties of the
President and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the President.  The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them by the Board, the Chairman of the Board, the President or
these Bylaws.

     Section I.     Secretary.

     The Secretary shall keep or cause to be kept, at the principal executive
office or such other place as the Board may direct, a book of minutes of all
meetings and actions of directors, committees of directors and shareholders,
with the time and place of holding, whether regular or special and, if
special, how authorized, the notice given, the names of those present at Board

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meetings and committee meetings, the number of shares present or represented
at meetings of shareholders and the proceedings thereof.

     The Secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the Corporation's transfer agent or registrar, as
determined by resolution of the Board, a share register or a duplicate share
register showing the names of all shareholders and their addresses, the number
and classes of shares held by each, the number and date of certificates issued
for the same, and the number and date of cancellation of every certificate
surrendered for cancellation.

     The Secretary shall give, or cause to be given, notice of all meetings of
shareholders and of the Board required by these Bylaws or by law to be given,
and he shall keep in safe custody the seal of the Corporation, if one is
adopted, and shall have such other powers and perform such other duties as may
be prescribed by the Board or by these Bylaws.

     Section J.     Chief Financial Officer.

     The Chief Financial Officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts 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 books of account shall at all reasonable
times be open to inspection by any director.

     The Chief Financial Officer shall deposit all money and other valuables
in the name and to the credit of the Corporation with such depositaries as may
be designated by the Board.  He shall disburse the funds of the Corporation as
may be ordered by the Board, shall render to the President and directors,
whenever they request it, an account of all of his transactions as Chief
Financial Officer and of the financial condition of the Corporation, and shall
have such other powers and perform such other duties as may be prescribed by
the Board or these Bylaws.


                                    ARTICLE V

                       INDEMNIFICATION OF DIRECTORS, OFFICERS,
                            EMPLOYEES AND OTHER AGENTS

     Section A.     Indemnification of Directors and Officers.

     The Corporation shall, to the maximum extent and in the manner permitted
by the California General Corporation Law, indemnify each of its directors and
officers against expenses (as defined in Section 317(a) of the California
General Corporation Law), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding (as defined
in Section 317(a) of the California General Corporation Law), arising by
reason of the fact that such person is or was an agent of the Corporation.
For purposes of this Article V, a director or officer of the Corporation
includes any person (i) who is or was a director or officer of the

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Corporation, (ii) who is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, or (iii) who was a director or officer of a corporation
which was a predecessor corporation of the Corporation or of another
enterprise at the request of such predecessor corporation.

     Section B.     Indemnification of Others.

     The Corporation shall have the power, to the extent and in the manner
permitted by the California General Corporation Law, to indemnify each of its
employees and agents (other than directors and officers) against expenses (as
defined in section 317(a) of the California General Corporation Law),
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding (as defined in Section 317(a) of
the California General Corporation Law), arising by reason of the fact that
such person is or was an agent of the corporation. For purposes of this
Article V, an employee or agent of the Corporation (other than a director or
officer) includes any person (i) who is or was an employee or agent of the
Corporation, (ii) who is or was serving at the request of the Corporation as
an employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, or (iii) who was an employee or agent of a corporation
which was a predecessor corporation of the Corporation or of another
enterprise at the request of such predecessor corporation.

     Section C.     Payment of Expenses in Advance.

     Expenses incurred in defending any civil or criminal action or proceeding
for which indemnification is required pursuant to this Article V or for which
indemnification is permitted pursuant to this Article V following
authorization thereof by the Board shall be paid by the Corporation in advance
of the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of the indemnified party to repay such amount if
it shall ultimately be determined that the indemnified party is not entitled
to be indemnified as authorized in this Article V.

     Section D.     Indemnity Not Exclusive.

     The indemnification provided by this Article V shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the Articles of
Incorporation.

     Section E.     Insurance Indemnification.

     The Corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent
of the Corporation against any liability asserted against or incurred by such
person in such capacity or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify them against

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such liability under the provisions of this Article V.

     Section F.     Conflicts.

     No indemnification or advance shall be made under this Article V, except
where such indemnification or advance is mandated by law or the order,
judgment or decree of any court of competent jurisdiction, in any circumstance
where it appears:

     (i)     That it would be inconsistent with a provision of the Articles of
Incorporation, these Bylaws, a resolution of the shareholders or an agreement
in effect at the time of the accrual of the alleged cause of the action
asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or

     (ii)    That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

                                    ARTICLE VI

                             MEETINGS OF SHAREHOLDERS

     Section A.     Place of Meetings.

     Meetings of shareholders shall be held at any place within or outside the
State of California designated by the Board.  In the absence of any such
designation, meetings of shareholders shall be held at the principal executive
office of the Corporation.

     Section B.     Annual Meeting.

     The annual meeting of shareholders shall be held on such date and at such
time as the Board may determine.  The annual meeting shall be held at the
Corporation's principal offices or at any other location as may be determined
by the Board.  At each annual meeting, directors shall be elected and any
other proper business may be transacted.

     Section C.     Special Meetings.

     A special meeting of the shareholders may be called at any time by the
Board, the Chairman of the Board, the President, or one or more shareholders
holding shares in the aggregate entitled to cast not less than 10% of the
votes at such meeting.

     If a special meeting is called by any person or persons other than the
Board, the request shall be in writing, specifying the time of such meeting
and the general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the Chairman of the Board, the President, any Vice
President or the Secretary.  The officer receiving the request shall promptly
cause notice to be given to the shareholders entitled to vote, in accordance
with the provisions of Sections D and E of this Article VI, that a meeting

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will be held at the time requested by the person or persons calling the
meeting, not fewer than 35 days or more than 60 days after the receipt of the
request.  If such notice is not given within 20 days after the receipt of the
request, the person or persons requesting the meeting may give the notice in
the manner provided in these Bylaws.  Nothing contained in this paragraph of
this Section C shall be construed as limiting, fixing or affecting the time
when a meeting of shareholders called by action of the Board may be held.

     Section D.     Notice of Meetings of Shareholders.

     All notices of meetings of shareholders shall be sent or otherwise given
in accordance with Section E of this Article VI not less than 10 days or more
than 60 days before the date of the meeting.  Such 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 be transacted, or (ii) in the case of
the annual meeting, those matters that the Board, at the time of giving the
notice, intends to present for action by the shareholders.  The notice of any
meeting at which directors are to be elected shall include the name of any
nominee or nominees whom, at the time of the notice, management intends to
present for election.

     If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California, (ii)
an amendment of the Articles of Incorporation, pursuant to Section 902 of such
Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of
such Code, (iv) a voluntary dissolution of the Corporation, pursuant to
Section 1900 of such Code, or (v) a distribution other than in accordance with
the rights of outstanding preferred shares, pursuant to Section 2007 of such
Code, the notice shall also state the general nature of such proposal.

     Section E.     Manner of Giving Notice; Affidavit of Notice.

     Notice of any meeting of shareholders shall be given either personally or
by first-class mail or telegraphic or other written communication, charges
prepaid, addressed to each shareholder at the address of such shareholder
appearing on the books of the Corporation or given by the shareholder to the
Corporation for the purpose of notice.  If no such address appears on the
books of the Corporation or is given, notice shall be deemed to have been
given if sent to a shareholder by first-class mail or telegraphic or other
written communication at the location of the Corporation's principal executive
office, or if published at least once in a newspaper of general circulation in
the county where such office is located.  Notice shall be deemed to have been
given at the time when delivered personally or deposited in the mail or sent
by telegram or other means of written communication.

     If any notice addressed to a shareholder at the address of such
shareholder appearing on the books of the Corporation is returned to the
Corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver such notice to such
shareholder at such address, each future notice and report shall be deemed to
have been duly given without further mailing if it shall be available to the

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shareholder on written demand by the shareholder at the principal executive
office of the Corporation for a period of one year from the date of the giving
of such notice or report.

     An affidavit of the mailing or other means of giving any notice of any
meeting of shareholders shall be executed by the Secretary, Assistant
Secretary or any transfer agent of the Corporation giving the notice and shall
be filed and maintained in the minutes book of the Corporation.


     Section F.     Nominations For Director.

     Nominations for election of members of the Board of Directors may be made
by the Board of Directors or by any shareholder of any outstanding class of
voting stock of the corporation entitled to vote for the election of
directors.  Notice of intention to make any nominations, other than by the
Board of Directors shall be made in writing and shall be received by the
President of the corporation no more than 60 days prior to any meeting of
shareholders called for the election of directors, no more than 10 days after
the date the notice of such meeting is sent to shareholders pursuant to
Article VI Section D of these bylaws, provided, however, that if 10 days'
notice of the meeting is given to shareholders, such notice of intention to
nominate shall be received by the President of the corporation not later than
the time fixed in the notice of the meeting for the opening of the meeting.
Such notification shall contain the following information to the extent known
to the notifying shareholder:  (a) the name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the number
of shares of voting stock of the corporation owned by each proposed nominee;
(d) the name and residence address of the notifying shareholder; and (e) the
number of shares of voting stock of the corporation owned by the notifying
shareholder.  Nominations not made in accordance herewith may be disregarded
by the then chairman of the meeting, and the inspectors of election shall then
disregard all votes cast for each such nominee.

     Section G.     Quorum.

     The presence in person or by proxy of the holders of a majority of the
shares entitled to vote at a meeting of shareholders shall constitute a quorum
for the transaction of business at such meeting.  The shareholders in
attendance at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum, if any action taken (other
than adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

     Section H.     Adjourned Meeting; Notice.

     Any meeting of shareholders, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of the majority of
the shares represented at such meeting, either in person or by proxy; but in
the absence of a quorum, no other business may be transacted at such meeting,
except as provided in Section F of this Article VI.

<PAGE> 14

     When any meeting of shareholders, annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if
the time and place are announced at a meeting at which the adjournment is
taken, unless a new record date for the adjourned meeting is fixed or unless
the adjournment is for more than 45 days from the date set for the original
meeting, in which case the Board shall set a new record date.  Notice of any
such adjourned meeting shall be given to each shareholder of record entitled
to vote at the adjourned meeting in accordance with the provisions of Sections
D and E of this Article VI.  At any adjourned meeting, the Corporation may
transact any business that might have been transacted at the original meeting.

     Section I.     Voting.

     The shareholders entitled to vote at any meeting of shareholders shall be
determined in accordance with the provisions of Section L of this Article VI,
subject to the provisions of Sections 702 to 704, inclusive, of the California
Corporations Code (relating to voting shares held by a fiduciary or in joint
ownership).  The shareholders' vote may be by voice vote or by ballot;
provided, however, that any election of directors must 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 vote part of the shares in
favor of the proposal and refrain from voting the remaining shares or vote
them against the proposal; but if a shareholder fails to specify the number of
shares such shareholder is voting affirmatively, it shall be presumed
conclusively that such shareholder's approving vote is with respect to all
shares that such shareholder is entitled to vote.  Except as provided in
Section F of this Article VI, the affirmative vote of a majority of the shares
represented and voting at a duly held meeting at which a quorum is present
(which shares voting affirmatively also constitute at least a majority of the
required quorum) shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by California General
Corporation Law or the Articles of Incorporation.

     At a meeting of shareholders at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any one or
more candidates a number of votes greater than the number of such
shareholder's shares) unless the candidates' names have been placed in
nomination prior to commencement of the voting and a shareholder has given
notice prior to commencement of the voting of such shareholder's intention to
cumulate votes.  If any shareholder has given such a notice, every shareholder
entitled to vote may cumulate votes for candidates in the number of directors
to be elected multiplied by the number of votes to which such shareholder's
shares are entitled or distribute such shareholder's votes on the same
principle among any or all of the candidates as the shareholder thinks fit.
The candidates receiving the highest number of votes, up to the number of
directors to be elected, shall be elected.

     Section J.     Waiver of Notice or Consent by Absent Shareholders.

     The transactions of any meeting of shareholders, annual or special,
however called and noticed and wherever held, shall be as valid as though they
had occurred at a meeting duly held after regular call and notice, if a quorum

<PAGE> 15

is present either in person or by proxy, and if, either before or after such
meeting, each person entitled to vote who was not present in person or by
proxy signs a written waiver of notice or a consent to a holding of such
meeting or an approval of the minutes thereof.  Such waiver of notice or
consent need not specify either the business to be transacted or the purpose
of any annual or special meeting of shareholders, except that if action is
taken or proposed to be taken for approval of any of those matters specified
in the second paragraph of Section D of this Article VI, the waiver of notice
or consent shall state the general nature of the proposal.  All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

     Attendance by a person at a meeting shall also constitute a waiver of
notice of such meeting, except that when the person objects at the beginning
of the meeting to the transaction of any business thereat because such meeting
is not lawfully called or convened, and except that attendance at a meeting is
not a waiver of any right to object to the consideration of matters not
included in the notice of such meeting if an objection is expressly made at
such meeting.

     Section K.     Shareholders Acting Without a Meeting; Filling Vacancies
                    on Board.

     Any action to elect directors which may be taken at a meeting of the
shareholders may be taken without a meeting or notice of meeting if authorized
by a writing signed by all of the shareholders entitled to vote at a meeting
for such purpose and filed with the Secretary; provided further, that while
ordinarily directors can only be elected by unanimous written consent under
California Corporations Code Section 603(d), as to vacancy created by death,
resignation or other causes, if the directors fail to fill a vacancy, then a
director to fill that vacancy may be elected by the written consent of persons
holding a majority of shares entitled to vote for the election of directors.

     Section L.     Other Actions Without a Meeting.

     Unless otherwise provided in the California General Corporation 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.  Such notice
shall be given in the manner specified in Section E of this Article VI.  In
the case of approval of (i) contracts or transactions in which a director has
a direct or indirect financial interest, pursuant to Section 310 of the
California Corporations Code, (ii) indemnification of agents of the
Corporation, pursuant to Section 317 of such Code, (iii) a reorganization of

<PAGE> 16

the Corporation, pursuant to Section 1201 of such Code, and (iv) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, pursuant to Section 2007 of such Code, such
notice shall be given at least 10 days before the consummation of any action
authorized by such approval.  Any shareholder giving a written consent or the
shareholder's proxy holders or a transferee of the shares or a personal
representative of the shareholder or their respective proxy holders may revoke
the consent by a writing received by the Secretary before written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary but may not do so thereafter.  Such revocation is effective
upon its receipt by the Secretary.

     Section M.     Record Date for Shareholder Notice, Voting and Giving
                      Consents.

     For purposes of determining the shareholders entitled to receive notice
of any meeting or to give consent to corporate action without a meeting, the
Board may fix in advance a record date, which shall not be more than 60 days
or less than 10 days before the date of any such meeting nor more than 60 days
before any such action without a meeting.  In this event, only shareholders of
record on the date so fixed are entitled to receive notice and to vote or to
give consents, as the case may be, notwithstanding any transfer of any shares
on the books of the Corporation after the record date, except as otherwise
provided in the California General Corporation Law.

     If the Board does not so fix a record date:

     (a)  The record date for determining shareholders entitled to receive
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given
or, if notice is waived, at the close of business on the business day next
preceding the date on which the meeting is held; or

     (b)  The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, (i) when no prior
action by the Board has been taken, 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 of business on the day on which the Board adopts
the resolution relating to that action or at the close of business on the
sixtieth day before the date of such other action, whichever is later.

     Section N.     Proxies.

     Every shareholder entitled to vote for directors or on any other matter
shall have the right to do so either in person or by one or more agents
authorized by a proxy validly executed by the shareholder.  A proxy may be
executed by written authorization signed, or by electronic transmission
authorized, by the shareholder or the shareholder's attorney-in-fact, giving
the proxyholder(s) the power to vote the shareholder's shares.  A proxy shall
be deemed signed if the shareholder's name or other authorization is placed on
the proxy (whether by manual signature, typewriting, telegraphic or electronic
transmission or otherwise) by the shareholder or the shareholder's attorney-

<PAGE> 17

in-fact.  A proxy may also be transmitted orally by telephone if submitted
with information from which it may be determined that the proxy was authorized
by the shareholder or the shareholder's attorney-in-fact.  A validly executed
proxy which does not state that it is irrevocable shall continue in full force
and effect unless (i) revoked by the person executing it, before the vote
pursuant to such proxy, by a writing delivered to the Corporation stating that
such proxy is revoked, or by a subsequent proxy executed by, or attendance at
the meeting and voting in person by, the person executing such proxy; or (ii)
written notice of the death or incapacity of the maker of such proxy is
received by the Corporation before the vote pursuant to such proxy is counted;
provided, however, that no proxy shall be valid after the expiration of eleven
months from the date of the proxy unless otherwise provided in the proxy.  The
revocability of a proxy that states on its face that it is irrevocable shall
be governed by the provisions of Sections 705(e) and 705(f) of the
Corporations Code of California.

     Section O.     Inspectors of Election.

     Before any meeting of shareholders, the Board may appoint any persons
other than nominees for office to act as inspectors of election at the meeting
or its adjournment.  If no inspectors of election are so appointed, the
chairman of the meeting may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election at the meeting.  The
number of such inspectors shall be either one (1) or three (3).  If such
inspectors are appointed at a meeting on the request of one or more
shareholders or proxies, the holders of a majority of shares or their proxies
present at the meeting shall determine whether one (1) or three (3) inspectors
are to be appointed.  If any person appointed as inspector fails to appear or
fails or refuses to act, the chairman of the meeting may, and upon the request
of any shareholder or a shareholder's proxy shall, appoint a person to fill
that vacancy.

     Such inspectors shall:

     (a)  Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and
the authenticity, validity, and effect of proxies;

     (b)  Receive votes, ballots or consents;

     (c)  Hear and determine all challenges and questions in any way arising
in connection with the right to vote;

     (d)  Count and tabulate all votes or consents;

     (e)  Determine when the polls shall close;

     (f)  Determine the result; and

     (g)  Do any other acts that may be necessary or proper to conduct the
election or vote with fairness to all shareholders.


<PAGE> 18

                                   ARTICLE VII

                    RECORDS, REPORTS AND GENERAL CORPORATE MATTERS

     Section A.     Maintenance and Inspection of Share Register.

     The Corporation shall keep at its principal executive office or at the
office of its transfer agent or registrar, if either be appointed, and as
determined by resolution of the Board, a record of its shareholders, giving
the names and addresses of all shareholders and the number and class of shares
held by each shareholder.

     A shareholder or shareholders of the Corporation holding at least 5% in
the aggregate of the outstanding voting shares of the Corporation may: (i)
inspect and copy the record of shareholders' names and addresses and
shareholdings during usual business hours, on five days' prior written demand
on the Corporation, and/or (ii) obtain from the transfer agent of the
Corporation, on written demand and on the tender of such transfer agent's
usual charges for such list, a list of the names and addresses of the
shareholders who are entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which such list has been
compiled or as of a date specified by such shareholder or shareholders after
the date of demand.  Such list shall be made available to any such shareholder
by the transfer agent on or before the later of five days after the demand is
received or the date specified in the demand as the date as of which such list
is to be compiled.  The record of shareholders shall also be open to
inspection on the written demand of any shareholder or holder of a voting
trust certificate, at any time during usual business hours, for a purpose
reasonably related to the holder's interests as a shareholder or as the holder
of a voting trust certificate.  Any inspection and copying under this Section
A may be made in person or by an agent or attorney of the shareholder or a
holder of a voting trust certificate making the demand.

     Section B.     Maintenance and Inspection of Bylaws.

     The Corporation shall keep at its principal executive office or if its
principal executive office is not in the State of California, at its principal
business office in the State of California, the original or a copy of these
Bylaws as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours.  If the principal
executive office of the Corporation is outside the State of California and the
Corporation has no principal business office in the State of California, the
Secretary shall, upon the written request of any shareholder, furnish to such
shareholder a copy of these Bylaws as amended to date.








<PAGE> 19

     Section C.     Maintenance and Inspection of Other Corporate Records.

     The accounting books and records and minutes of proceedings of the
shareholders and the Board and any committee or committees of the Board shall
be kept at such place or places as may be designated by the Board or, in the
absence of such designation, at the principal executive office of the
Corporation.  The minutes shall be kept in written form, and the accounting
books and records shall be kept either in written form or in any other form
capable of being converted into written form. The minutes and accounting books
and records shall be open to inspection upon the written demand of any
shareholder or holder of a voting trust certificate, at any reasonable time
during usual business hours, for a purpose reasonably related to the holder's
interests as a shareholder or as a holder of a voting trust certificate.  The
inspection may be made in person or by an agent or attorney and shall include
the right to copy and make extracts.  The rights of inspection set forth in
this Section C shall extend to the equivalent records of each subsidiary
Corporation of the Corporation.

     Section D.     Inspection by Directors.

     Every director shall have the absolute right at any reasonable time to
inspect all books, records and documents of every kind and the physical
properties of the Corporation and each of its subsidiary Corporations.  Such
inspection by a director may be made in person or by an agent or attorney, and
the right of inspection includes the right to copy and make extracts of all
documents.

     Section E.     Annual Report to Shareholders.

     Provided the Corporation has 100 shareholders or less, the Annual Report
to Shareholders referred to in Section 1501 of the General Corporation Law is
expressly dispensed with, but nothing herein shall be interpreted as
prohibiting the Board from issuing annual or other periodic reports to
shareholders of the Corporation as they deem appropriate.  Should the
Corporation have 100 or more shareholders, an Annual Report must be furnished
not later than 120 days after the end of each fiscal period.

     Section F.     Financial Statements.

     A copy of any annual financial statement and any income statement of the
Corporation for each quarterly period of each fiscal year, and any
accompanying balance sheet of the Corporation as of the end of each such
period, that has been prepared by the Corporation shall be kept on file in the
principal executive office of the Corporation for 12 months, and each such
statement shall be exhibited at all reasonable times to any shareholder
demanding an examination of any such statement or a copy shall be mailed to
any such shareholder.





<PAGE> 20

     If a shareholder or shareholders holding at least 5% of the outstanding
shares of any class of stock of the Corporation makes a written request to the
Corporation for an income statement of the Corporation for the three-month,
six-month or nine-month period of the then-current fiscal year ending more
than 30 days before the date of the request and a balance sheet of the
Corporation as of the end of such period, the Chief Financial Officer shall
cause such statement to be prepared, if not already prepared, and shall
deliver personally or mail such statement to the person making such request
within 30 days after the receipt of such request.  If the Corporation has not
sent to the shareholders its annual report for the last fiscal year (and if
such report is required to be sent in accordance with Section E of this
Article VII), this report shall likewise be delivered or mailed to the
shareholder or shareholders within 30 days after such request.

     The Corporation shall also, on the written request of any shareholder,
mail to the shareholder a copy of the last annual, semi-annual or quarterly
income statement that it has prepared and a balance sheet as of the end of
that period.

     The quarterly income statements and balance sheets referred to in this
Section F shall be accompanied by the report, if any, of any independent
accountants engaged by the Corporation or the certificate of an authorized
officer of the Corporation that the financial statements were prepared without
audit from the books and records of the Corporation.

     Section G.     Annual Statement of General Information.

     The Corporation shall, within the statutorily required time period, file
with the Secretary of State of California, on the prescribed form, a statement
setting forth the authorized number of directors, the names and complete
business or residence addresses of all incumbent directors, the names and
complete business or residence addresses of the Chief Executive Officer,
Secretary and Chief Financial Officer, the street address of its principal
executive office or principal business office in this state and the general
type of business constituting the principal business activity of the
Corporation, together with a designation of the agent of the Corporation for
the purpose of service of process and any other required information, all in
compliance with Section 1502 of the Corporations Code of California.

     Section H.     Record Date for Purposes Other Than Notice and Voting.

     For purposes of determining the shareholders entitled to receive any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights with respect to any other lawful action (other than action
by shareholders by written consent without a meeting), the Board may fix, in
advance, a record date, which shall not be more than 60 days before any such
action, and in such case only shareholders of record on the date so fixed are
entitled to receive such dividend, distribution or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after the record date so fixed, except
as otherwise provided in the California General Corporation Law.


<PAGE> 21

     If the Board does not so fix a record date, the record date for
determining shareholders for any such purpose shall be at the close of
business on the day on which the Board adopts the applicable resolution or the
sixtieth day before the date of such action, whichever is later.

     Section I.     Checks, Drafts, Evidence of Indebtedness.

    All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness issued in the name of or payable to the Corporation
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board.

     Section J.     Execution of Corporate Contracts and Instruments.

     The Board, except as otherwise provided in these Bylaws, may authorize
any officer, officers, agent or agents to enter into any contract or execute
any instrument in the name of and for the Corporation; such authority may be
general or confined to specific instances; and, unless so authorized or
ratified by the Board or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or in any amount.


                                     ARTICLE VIII
                         CERTIFICATES AND TRANSFERS OF SHARES

     Section A.     Certificates for Shares.

     Certificates for shares shall be of such form and device as the Board may
designate and shall state the name of the record holder of the shares
represented thereby; its number and date of issuance; the number of shares for
which it is issued; a statement of the rights, privileges, preferences and
restrictions, if any; a statement as to the redemption or conversion, if any;
a statement of liens or restrictions upon transfer or voting, if any; and if
the shares be assessable, or if assessments are collectible by personal
action, a plain statement of such facts.

     Every certificate for shares must be signed by the Chairman of the Board
or the President or a Vice President and the Chief Financial Officer or the
Secretary or an Assistant Secretary, and must be authenticated by the
signature of the President and Secretary or an Assistant Secretary.  No
certificate or certificates for shares are to be issued until such shares are
fully paid, unless the Board authorizes the issuance of certificates or shares
as partly paid, provided that such certificates shall state the amount of
consideration to be paid therefore and the amount paid thereon.






<PAGE> 22

     Notwithstanding any other provision of these By-Laws that refers to
certificates evidencing shares of the Corporation's outstanding shares of
capital stock, shares of the Corporation may be evidenced by registration in
the holder's name in uncertificated, book-entry form in accordance with the
direct registration system approved by the United States Securities and
Exchange Commission and by the principal securities exchange on which the
stock of the Corporation may from time to time be traded, or as may be
otherwise authorized by Section 416(b) of the California General Corporation
Law or any successor statute, as any of the foregoing may be approved from
time to time by the Board of Directors.  Every holder of uncertificated shares
of the Corporation shall be entitled to receive a statement of holdings as
evidence of share ownership

     Section B.     Transfer on the Books.

     Upon surrender to the Secretary or transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction on its books.

     Section C.     Lost or Destroyed Certificates.

     Any person claiming a certificate or stock to be lost or destroyed shall
make an affidavit or affirmation of that fact and shall, if the directors so
require, give the Corporation a bond of indemnity, in the form and with one or
more sureties satisfactory to the Board, in an amount satisfactory to the
Board, whereupon a new certificate may be issued in the same manner and for
the same number of shares as the one alleged to be lost or destroyed.

     Section D.     Transfer Agents and Registrars.

     The Board may appoint one or more transfer agents or transfer clerks and
one or more registrars, which shall be an incorporated bank or trust company,
either domestic or foreign, who shall be appointed at such times and places as
the requirements of the Corporation may necessitate and the directors may
designate.

     Section E.     Legend Condition.

     In the event any shares of this Corporation are issued pursuant to a
permit or exemption therefrom requiring the imposition of a legend condition,
the person or persons issuing or transferring said shares shall make sure said
legend appears on the certificate and on the stub relating thereto in the
stock record book and shall not be required to transfer any shares free of
such legend unless an amendment to such permit to a new permit be first issued
so authorizing said deletion.






<PAGE> 23

                                    ARTICLE IX

                                    AMENDMENTS

     Section A.     Amendment by Shareholders.

     New bylaws may be adopted or these Bylaws may be amended or repealed by
the vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that if the Articles of Incorporation set
forth the number of authorized directors of the Corporation, the authorized
number of directors may be changed only by an amendment of such Articles of
Incorporation.

     Section B.     Amendment by Directors.

     Subject to the rights of the shareholders as provided in Section A of
this Article IX, bylaws, other than a bylaw or an amendment of a bylaw
changing the authorized number of directors, may be adopted, amended or
repealed by the Board.


<PAGE>
<PAGE> 24

                          CERTIFICATE OF SECRETARY


     I, the undersigned, do hereby certify that:


     (1)     I am the duly elected and acting Secretary of Pyramid Oil

Company, a California corporation; and


     (2)     The foregoing Bylaws, comprising 23 pages, constitute the Amended

and Restated Bylaws of said Corporation as duly adopted by the Board of

Directors of the Corporation.


     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said Corporation this 17th day of December, 2009.




                                           /s/LEE G. CHRISTIANSON
                                           --------------------------
                                           Lee G. Christianson
                                           Secretary

























<PAGE> 25

                               TABLE OF CONTENTS

                                                                    Page
                                                                    ----
ARTICLE I     OFFICES                                                  1

     Section A.     Principal Offices                                  1
     Section B.     Other Offices                                      1

ARTICLE II    DIRECTORS                                                1

     Section A.     Powers                                             1
     Section B.     Standard of Care; Liability                        1
     Section C.     Number and Qualification of Directors              2
     Section D.     Election and Term of Office of Directors           2
     Section E.     Vacancies                                          2
     Section F.     Removal of Directors                               3
     Section G.     Place of Meetings and Meetings by Telephone        3
     Section H.     Annual Meetings                                    3
     Section I.     Other Regular Meetings                             4
     Section J.     Special Meetings                                   4
     Section K.     Quorum                                             4
     Section L.     Waiver of Notice                                   5
     Section M.     Adjournment                                        5
     Section N.     Notice of Adjournment                              5
     Section O.     Action Without Meeting                             5
     Section P.     Sole Director Provided by
                      Articles of Incorporation                        5
     Section Q.     Fees and Compensation of Directors                 5

ARTICLE III  COMMITTEES; ADVISORY DIRECTORS                            6

     Section A.     Committees of Directors                            6
     Section B.     Meetings and Action of Committees                  6
     Section C.     Advisory Directors                                 7

ARTICLE IV   OFFICERS                                                  7

     Section A.     Officers                                           7
     Section B.     Election of Officers                               7
     Section C.     Subordinate Officers                               7
     Section D.     Removal and Resignation of Officers                7
     Section E.     Vacancies in Offices                               8
     Section F.     Chairman of the Board                              8
     Section G.     President                                          8
     Section H.     Vice Presidents                                    8
     Section I.     Secretary                                          8
     Section J.     Chief Financial Officer                            9





<PAGE> 26

                               TABLE OF CONTENTS
                                   (continued)
                                                                    Page
                                                                    ----

ARTICLE V    INDEMNIFICATION OF DIRECTORS, OFFICERS,
               EMPLOYEES AND OTHER AGENTS                              9

ARTICLE VI    MEETINGS OF SHAREHOLDERS                                11

     Section A.     Place of Meetings                                 11
     Section B.     Annual Meeting                                    11
     Section C.     Special Meetings                                  11
     Section D.     Notice of Meetings of Shareholders                12
     Section E.     Manner of Giving Notice; Affidavit of Notice      12
     Section F.     Nominations For Director                          13
     Section G.     Quorum                                            13
     Section H.     Adjourned Meeting; Notice                         13
     Section I.     Voting                                            14
     Section J.     Waiver of Notice or Consent by
                      Absent Shareholders                             14
     Section K.     Shareholders Acting Without a Meeting;
                      Filling Vacancies on Board                      15
     Section L.     Other Actions Without a Meeting                   15
     Section M.     Record Date for Shareholder Notice
                      Voting and Giving Consents                      16
     Section N.     Proxies                                           16
     Section O.     Inspectors of Election                            17

ARTICLE VII   RECORDS, REPORTS AND GENERAL CORPORATE MATTERS          18

     Section A.     Maintenance and Inspection of Share Register      18
     Section B.     Maintenance and Inspection of Bylaws              18
     Section C.     Maintenance and Inspection of Other
                      Corporate Records                               19
     Section D.     Inspection by Directors                           19
     Section E.     Annual Report to Shareholders                     19
     Section F.     Financial Statements                              19
     Section G.     Annual Statement of General Information           20
     Section H.     Record Date for Purposes Other
                      Than Notice and Voting                          20
     Section I.     Checks, Drafts, Evidence of Indebtedness          21
     Section J.     Execution of Corporate Contracts
                      and Instruments                                 21

ARTICLE VIII  CERTIFICATES AND TRANSFERS OF SHARES                    21

     Section A.     Certificates for Shares                           21
     Section B.     Transfer on the Books                             22
     Section C.     Lost or Destroyed Certificates                    22
     Section D.     Transfer Agents and Registrars                    22
     Section E.     Legend Condition                                  22

<PAGE> 27

                               TABLE OF CONTENTS
                                   (continued)
                                                                    Page
                                                                    ----

ARTICLE IX    AMENDMENTS                                              23

     Section A.     Amendment by Shareholders                         23
     Section B.     Amendment by Directors                            23