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EXHIBIT 4.2




BYLAWS

OF

XCEL ENERGY INC.

(a Minnesota corporation)




(as amended at a regular meeting of the

Board of Directors held on February 25, 2004)




ARTICLE 1

NAME, REGISTERED OFFICE, AND CORPORATE SEAL




     Section 1. The name of the Company is Xcel Energy Inc.



     Section 2. The location and post office address of its principal executive
office is 800 Nicollet Mall, Minneapolis, Minnesota 55402.


     Section 3. The Company may establish and maintain an office or offices at
such other places within or without the State of Minnesota as the Board of
Directors may from time to time determine.



     Section 4. The corporate seal of the Company shall have inscribed thereon
the name of the Company and the words “Corporate Seal, Minnesota”. In lieu of
causing the corporate seal to be impressed upon any bond, debenture, note,
contract, or other instrument required or authorized to bear the corporate seal
of the Company, the Board of Directors may authorize a facsimile of said seal
to be engraved or printed thereon, and such facsimile, when so engraved or
printed, shall be and constitute the corporate seal of the Company for such
purpose.



ARTICLE 2

BOARD OF DIRECTORS




     Section 1. The business and property of the Company shall be managed and
controlled by a Board composed of seven (7) directors, which may be increased
to such greater number, not exceeding fifteen (15), as may be determined by the
Board of Directors or by shareholders in accordance with the provisions of this
Article. The number of directors shall be determined by the Board of
Directors, and if the Board fails to make such determination, then the number
may be determined by the shareholders at any annual or special meeting of
shareholders.



 

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     Section 2. From and after the annual meeting of shareholders in 2004, a
director shall hold office until the next annual meeting of the shareholders
and until his successor is elected and qualifies, subject to earlier death,
disqualification, resignation or removal. Notwithstanding the foregoing, each
director elected prior to the annual meeting of shareholders in 2004 shall hold
office until the expiration of his then current term and until his successor is
elected and qualifies, subject to earlier, death, disqualification, resignation
or removal.



     Section 3. During the intervals between annual meetings the number of
directors may be increased, and may be decreased by the number of vacancies
then existing, by the Board of Directors, within the limitations of Section 1
of this Article, and in case of any such increase the Board may fill the
vacancies so created. No decrease in the Board shall shorten the term of any
incumbent director.



     Section 4. Vacancies in the Board of Directors may be filled by the
remaining members of the Board though less than a quorum. Each person so
elected to fill a vacancy shall remain a director for the unexpired term in
respect of which such vacancy occurred and until his successor is elected and
qualifies.



     Section 5. In addition to the powers and authority expressly conferred
upon them by these Bylaws, the Board of Directors may exercise all such powers
and do all such lawful acts and things as may be exercised or done by the
Company that are not by the Articles of Incorporation, these Bylaws, or the
laws of the State of Minnesota directed or required to be exercised or done by
the shareholders.



     Section 6. Without limiting the general powers conferred by Section 5 of
this Article, and other powers conferred by the Minnesota statutes, by the
Articles of Incorporation, and by these Bylaws, it is hereby expressly declared
that the Board of Directors shall have the following powers, that is to say:



     (a) To purchase or otherwise acquire for the Company any property, rights,
or privileges which the Company is authorized to acquire, for such
consideration and on such terms and conditions as it deems proper.



     (b) At its discretion to pay for any property or rights acquired by the
Company either wholly or partly in money or in stock, bonds, debentures, or
other securities or property of the Company.



     (c) To appoint any person or persons to accept and hold in trust for the
Company any property belonging to the Company, or in which it is interested,
and to do and execute all such things as may be requisite in relation to any
such trust.





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     (d) To in any manner aid, facilitate, and assist, on behalf of the
Company, in the construction, extension, improvement, equipment, maintenance,
and operation of any electric light plant or distribution system, electric
transmission or distribution lines, steam plant for heating and power or
distribution system, natural, manufactured, mixed, or liquid petroleum gas
plant or distribution system, gas or oil pipe lines, barge lines, coal mines,
water power or water plants, or telephone systems, and all property and things
appurtenant to or used in connection therewith, and for that purpose to use the
cash or capital stock or other securities or obligations of the Company to buy,
refund, guarantee, or otherwise secure the indebtedness against any such
properties and guarantee the bonds, debentures, indebtedness, dividends,
contracts, or other obligations of firms or other corporations.



     (e) To authorize one or more officers, on behalf of the Company, to borrow
money, make and issue notes, bonds, and other evidences or indebtedness,
execute mortgages, deeds of trust, trust agreements, and instruments of pledge
or hypothecation, and do all other acts necessary to effectuate the same.



     (f) To designate the persons authorized, on the Company’s behalf, to make
and sign notes, receipts, acceptances, endorsements, drafts, checks, or other
orders for the payment of money, releases, contracts, and other instruments,
and, when appropriate, to make provision for the use of facsimile signatures
thereon.



     (g) To designate the persons authorized, on the Company’s behalf, to vote
upon or to assign and transfer any shares of stock, bonds, or other securities
of other corporations held by the Company.



     Section 7. Meetings of the Board of Directors shall be held at the
principal executive office of the Company, but the Chairman of the Board, the
Chief Executive Officer, or a majority of the Board may from time to time
designate some other place within or without the State of Minnesota for the
holding of any such meeting or meetings.



     Section 8. Regular meetings of the Board of Directors may be called by a
director, by the Chairman or by the Chief Executive Officer of the Company, on
at least five (5) days’ notice to all directors of the date, time and place of
the meeting. The notice shall be given to each director by mail, electronic
mail, facsimile, telephone, personal service or any other means as may then be
permitted by law and
need not state the purpose of the meeting. If the date, time and place of
a Board meeting have been announced at a previous meeting of the Board, no
notice is





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required. Notice of an adjourned meeting need not be given other
than by announcement at the meeting at which the adjournment is taken.




     Section 9. Special meetings of the Board of Directors shall be held
whenever called by the Chairman of the Board, by the Chief Executive Officer or
by a majority of the Board, on at least twenty-four (24) hours’ notice to all
directors of the date, time and place of the meeting. The notice shall be
given to each director by mail, electronic mail, facsimile, telephone, personal
service or any other means as may then be permitted by law and need not state
the purpose of the meeting.



     Section 10. A director may waive notice of a meeting of the Board. A
waiver of notice by a director entitled to notice is effective whether given
before, at, or after the meeting and whether given in writing, orally, or by
attendance. Attendance by a director at a meeting is a waiver of notice of
that meeting, except when the director objects at the beginning of the meeting
to the transaction of business because the meeting is not lawfully called or
convened and does not participate thereafter in the meeting.



     Section 11. Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special meeting.



     Section 12. Any meeting of the Board of Directors may be conducted solely
by one or more means of remote communication, or other similar method then
permitted by law, through which all of the directors may participate with each
other during the meeting if the same notice is given of the meeting as would be
required by these Bylaws and Minnesota law for a board meeting and if the
number of directors participating in the meeting is sufficient to constitute a
quorum at a meeting. A director not physically present in person at any
meeting of the Board of Directors may participate in the meeting by means of
remote communication, or other similar method then permitted by law. Any
director’s participation in a meeting by that means constitutes presence in
person at the meeting.



     Section 13. The Board of Directors shall elect the Officers of the
Company, who shall hold office until they are removed or their successors are
elected and qualify.



     Section 14. A majority of the Board of Directors shall constitute a quorum
for the transaction of business, and the acts of a majority of the directors
present at a meeting at which a quorum is present shall be the acts of the
Board of Directors,
except as may be otherwise specifically provided by the Minnesota
statutes, by the Articles of Incorporation, or by these Bylaws. At any meeting
at which there is less





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than a quorum present, the director or directors present
shall have power by a majority vote to adjourn the meeting from time to time
without notice other than announcement at the meeting. If a quorum is present
when a duly called or held meeting is convened, the directors present may
continue to transact business until adjournment, even though the withdrawal of
a number of directors originally present leaves less than the proportion or
number otherwise required for a quorum.




     Section 15. The Board shall take action by the affirmative vote of a
majority of directors present at a duly held meeting, except where the
affirmative vote of a larger proportion or number is required by the Articles
of Incorporation, these Bylaws, or the Minnesota statutes. If the Articles of
Incorporation require a larger proportion or number than is required by the
Minnesota statues for a particular action, the Articles of Incorporation shall
control.



     Section 16. A director may give advance written consent or opposition to a
proposal to be acted on at a board meeting. If the director is not present at
the meeting, consent or opposition to a proposal does not constitute presence
for purposes of determining the existence of a quorum, but consent or
opposition shall be counted as a vote in favor of or against the proposal and
shall be entered in the minutes or other record of action at the meeting, if
the proposal acted on at the meeting is substantially the same or has
substantially the same effect as the proposal to which the director has
consented or objected.



     Section 17. Any action which might be taken at a meeting of the Board of
Directors or a committee may be taken without a meeting if done in writing
signed by all of the members of the Board of Directors or the committee.



     Section 18. Inasmuch as the directors of the Company are persons of large
and diversified business interests and are likely to be connected with other
organizations with which this Company may have business dealings from time to
time, no contract or other transaction between this Company and one or more of
its directors or between the Company and any other organization in which one or
more of its directors are directors, officers or legal representatives or have
a material financial interest shall be void or voidable because a director or
directors or the other organization are parties or because the director or
directors are present at the meeting of the shareholders or the board or a
committee at which the contract or transaction is authorized, approved or
ratified if:



     (a) The contract or transaction was, and the person asserting the validity
of the contract or transaction sustains the burden of establishing that the





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contract or transaction was, fair and reasonable as to the Company at the time
it was authorized, approved or ratified;




     (b) The material facts as to the contract or transaction and as to the
director’s or directors’ interest are fully disclosed or known to the holders
of all outstanding shares, whether or not entitled to vote, and the contract or
transaction is approved in good faith by (1) the holders of two-thirds (2/3) of
the voting power of the shares entitled to vote that are owned by persons other
than the interested director or directors, or (2) the unanimous affirmative
vote of the holders of all outstanding shares, whether or not entitled to vote;



     (c) The material facts as to the contract or transaction and as to the
director’s or directors’ interest are fully disclosed or known to the Board of
Directors or a committee, and the Board of Directors or committee authorizes,
approves or ratifies the contract or transaction in good faith by a majority of
the Board of Directors or committee but the interested director or directors
shall not be counted in determining the presence of a quorum and shall not
vote; or



     (d) The contract or transaction is a distribution described in Minnesota
statutes Section 302.551, subdivision 1, or a merger or exchange described in
Minnesota statutes Section 302A.601, subdivision 1 or 2.



     Section 19. The Board of Directors, in its discretion, may provide for the
payment of compensation to each director and the expenses of each director for
attendance at each meeting of the Board or of any committee thereof; provided,
however, that no part of any such payment shall be paid to any director during
any year when there is in effect a prior written request from such director
that all or a portion of said payments not be paid to him. Nothing herein shall
be construed to preclude any director from serving the Company in any other
capacity as an officer or otherwise and receiving compensation therefor.



     Section 20. A resolution approved by the affirmative vote of a majority of
the entire Board of Directors may establish committees having the authority of
the Board in the management of the business of the Company to the extent
provided in the resolution. Committee members shall be natural persons.
Unless the Articles of Incorporation provide for a different membership, a
committee shall consist of one or more persons, who need not be directors,
appointed by affirmative vote of a majority of the directors present. A
majority of the members of the committee present at a meeting is a quorum for
the transaction of business, unless a larger or smaller
proportion or number is provided in the Articles of Incorporation, these
Bylaws, or in a resolution approved by the affirmative vote of a majority of
the directors present.





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Minutes, if any, of committee meetings shall be made
available upon request to members of the committee and to any director.




ARTICLE 3

OFFICERS




     Section 1. (a) The officers of the Company shall be elected by the Board
of Directors and shall consist of a Chairman of the Board, a Chief Executive
Officer, a President, a Chief Financial Officer, one or more Vice Presidents
any of whom may have such additional designation as the Board of Directors may
provide, a Secretary and one or more Assistant Secretaries, a Treasurer and one
or more Assistant Treasurers, and such other officers as may from time to time
be elected or appointed by the Board of Directors. Except as otherwise
provided below, an officer shall perform those duties usually incident to the
office or as otherwise required by the Board of Directors, the Chief Executive
Officer or the officer to whom he reports. The filling of the office of
Chairman of the Board shall be discretionary with the Board of Directors. Any
number of offices or functions of those offices may be held or exercised by the
same person. If a document must be signed by persons holding different offices
or functions and a person holds or exercises more than one of those offices or
functions, that person may sign the document in more than one capacity, but
only if the document indicates each capacity in which the person signs.



     (b) At its discretion, the Board of Directors at any time, by resolution,
may recognize the outstanding services of an individual who has served as
Chairman of the Board of the Company by conferring upon him the honorary title
of “Chairman Emeritus”, such title to be held for such limited period of time,
or for life, as may be determined by the Board. The action of the Board of
Directors in conferring the honorary title of “Chairman Emeritus” upon such
individual shall not constitute such individual an officer of the Company and
shall not otherwise affect the status of such individual as a member of the
Board.



     Section 2. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board of Directors, shall be a non-voting ex officio
member of all standing committees and shall have such other powers and perform
such other duties as may be prescribed by the Board.



     Section 3. The Chief Executive Officer of the Company shall: have general
active management of the business of the Company; in the absence of the
Chairman of the Board, preside at all meetings of the shareholders and the
Board of Directors; be a
non-voting ex officio member of all standing committees; and perform such
other duties as may be prescribed by the Board.





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     Section 4. The President, in the absence of the Chairman of the Board and
the Chief Executive Officer, shall preside at all meetings of the shareholders
and the Board of Directors and shall be a non-voting ex officio member of all
standing committees. The President shall report to the Chief Executive Officer
and shall exercise the functions of the Chief Executive Officer during the
absence or disability of the Chief Executive Officer.



     Section 5. The Chief Financial Officer of the Company shall keep accurate
financial records for the Company; deposit all money, drafts, and checks in the
name of and to the credit of the Company in the banks and depositories
designated by the Board; endorse for deposit all notes, checks, and drafts
received by the Company as ordered by the Board, making proper vouchers
therefor; disburse corporate funds and issue checks and drafts in the name of
the Company, as ordered by the Board; render to the Chief Executive Officer and
the Board, whenever requested, an account of all transactions by the Chief
Financial Officer and of the financial condition of the Company; and perform
other duties prescribed by the Board or the Chief Executive Officer.



     Section 6. The Vice Presidents shall be vested with all the powers and
shall perform all the duties of the President in the order designated by the
Chief Executive Officer in case of the President’s absence and in the order
designated by the Chief Executive Officer or by the Board of Directors in case
of the President’s disability, and shall have such other powers and perform
such other duties as may be prescribed by the Chief Executive Officer or by the
Board.



     Section 7. The Secretary shall give, or cause to be given, all notices
required by the Minnesota statutes, by the Articles of Incorporation, or by
these Bylaws. He shall act as secretary of all the meetings of the
shareholders and of the Board of Directors and shall record the proceedings of
all such meetings in the book or books kept for that purpose. Unless otherwise
prescribed by the Chief Executive Officer of the Company, he shall keep, or
cause to be kept, a record of all certificates of stock issued and all
transfers thereof, which shall show the names and addresses of the holders of
such certificates and dates of issuance and transfer, and shall perform such
other duties as may be prescribed by the Chief Executive Officer or by the
Board.



     Section 8. The Assistant Secretaries shall be vested with all the powers
and shall perform all the duties of the Secretary in the absence or disability
of the latter,
and shall perform such other duties as may be prescribed by the Chief
Executive Officer or by the Board of Directors.





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     Section 9. The Controller, unless otherwise provided by the Board of
Directors, shall be the principal accounting officer of the Company. He shall
have executive direction of all accounting functions, and shall keep, or cause
to be kept, appropriate and complete books of account, and shall render to the
Chief Executive Officer and to the Board of Directors such reports as may be
required from time to time. He shall have such other powers and duties as are
commonly incidental to the office of controller and as may be prescribed for
him by the Board of Directors or the Chief Executive Officer.



     Section 10. The Treasurer shall perform duties delegated by the Chief
Financial Officer of the Company or as may be prescribed for him by the Board
of Directors.



     Section 11. The Assistant Treasurers shall be vested with all the powers
and shall perform all the duties of the Treasurer in the absence or disability
of the latter, and shall perform such other duties as may be prescribed by the
Chief Financial Officer or by the Board of Directors.



     Section 12. In case of the absence or disability of any officer of the
Company, or for any other reason deemed sufficient by it, the Board of
Directors may delegate the powers and duties of such officer to any other
officer or to any director for the time being.



     Section 13. The compensation of all officers shall be fixed by the Board
of Directors or a duly authorized committee thereof.



     Section 14. An officer shall hold office from the date elected by the
Board of Directors until the earlier of such officer’s death, disqualification,
resignation or removal or until a successor is elected and qualifies. Any
officer may be removed by the Board of Directors at any time with or without
cause, subject to the provisions of a shareholder control agreement, by a
resolution approved by the affirmative vote of a majority of the directors
present. Such removal shall be without prejudice to any contractual rights of
the officer. Any officer may resign at any time by giving written notice to
the Company.



     Section 15. A vacancy in any office because of death, resignation,
removal, disqualification or other cause may, or in the case of a vacancy in
the office of Chief
Executive Officer or Chief Financial Officer shall, be filled by the Board
of Directors at any time.


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ARTICLE 4

INDEMNIFICATION OF DIRECTORS,

OFFICERS, EMPLOYEES, AND AGENTS




     Section 1. The Company shall indemnify any person made or threatened to be
made a party to a proceeding by reason of the former or present official
capacity of the person acting for the Company or acting in an official capacity
with another entity at the direction or request of the Company to the full
extent permitted by the laws of the State of Minnesota.



     Section 2. The indemnification provided by this Article 4 shall inure to
the benefit of the heirs, executors, administrators, and personal
representatives of any person acting in an official capacity for the Company.



     Section 3. The Company may purchase and maintain insurance on behalf of a
person in that person’s official capacity against any liability asserted
against and incurred by the person in or arising from that capacity, whether or
not the Company would be required by law to indemnify the person against the
liability.



ARTICLE 5

ISSUANCE AND TRANSFER

OF CERTIFICATES OF SHARES




     Section 1. Every certificate of shares shall be numbered and shall be
entered on the books of the Company as it is issued. It shall be signed by the
Chairman of the Board, the Chief Executive Officer, the President or a Vice
President and by the Secretary or an Assistant Secretary and shall bear the
corporate seal. The foregoing signatures and the corporate seal upon such
certificate may be facsimiles, engraved or printed on such certificate.



     Section 2. If a person signs or has a facsimile signature placed upon a
certificate while an officer, transfer agent, or registrar of the Company, the
certificate may be issued by the Company, even if the person has ceased to have
that capacity before the certificate is issued, with the same effect as if the
person had that capacity at the date of its issue.



     Section 3. Transfers of shares shall be made on the books of the Company
only upon surrender to the Company by the holder of record thereof or his legal
representative of a certificate (if any) for the shares duly endorsed and
proper evidence of succession, assignment or authority to transfer, provided
that such succession, assignment or transfer is not prohibited by the Company’s
Articles of





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Incorporation, these Bylaws, applicable law or contract.
Thereupon, the Company shall issue a new certificate (if requested) to the
person entitled thereto, cancel the old certificate (if any) and record the
transaction upon its books. Transfers of fractional shares shall not be made
nor shall certificates for fractional shares be issued.




     Section 4. In case of the loss, destruction, or theft of a certificate of
shares, a new certificate (if requested) may be issued in its place upon the
submission of satisfactory proof of such loss, destruction, or theft and a bond
of indemnity satisfactory to the Treasurer.



     Section 5. The Company shall be entitled to treat the holder of record of
any share or shares as the holder in fact thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided otherwise by the Minnesota statutes.



     Section 6. The Board of Directors shall have authority to appoint one or
more registrars or transfer agents for any or all classes of shares of the
Company, to make such rules and regulations as it may deem expedient concerning
the issuance, registration, and transfer of such shares, and to remove such
registrars or transfer agents, or any of them, and appoint another or others in
its or their stead. A certificate of shares of any class for which one or more
registrars or transfer agents shall have been so appointed shall not be valid
until countersigned by a registrar or a transfer agent, or both, as the case
may be, which countersignature may be in facsimile form.



ARTICLE 6

SHAREHOLDERS




     Section 1. The annual and special meetings of shareholders shall be held
at the principal executive office of the Company, but the Board of Directors
may designate some other place within or without the State of Minnesota for the
holding of any such meeting or meetings. The annual meeting of shareholders
shall be held on the date and time and at the location designated by the Board
of Directors. Written notice of each meeting of shareholders, stating the
time, date and place, and, in case of a special meeting, the purpose, shall be
given by the Secretary to each shareholder entitled to vote at such meeting,
not less than ten (10) nor more than sixty (60) days prior to the date of such
meeting.



     Section 2. The Chairman of the Board shall preside at all meetings of the
shareholders, and in his absence or disability or at his request the Chief
Executive





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Officer shall preside, and in the absence or disability of both of
said officers the President shall preside.




     Section 3. The Board of Directors may fix a record date not more than
sixty (60) days before the date of a meeting of shareholders as the date for
the determination of shareholders entitled to receive notice of and to vote at
any meeting of shareholders, and a record date for the determination of
shareholders entitled to receive payments of any dividend or distribution or
allotment of rights or to exercise rights with respect to any change,
conversion, or exchange of shares, and may close the books of the Company
against the transfer of shares during the whole or any part of the period so
fixed. When a date is so fixed, only the shareholders on that date are
entitled to notice and permitted to vote at that meeting of shareholders.



     Section 4. Special meetings of the shareholders may be called for any
purpose or purposes at any time, by the Chairman, the Chief Executive Officer,
the Chief Financial Officer, two or more directors, or a person authorized by
Minnesota law, the Articles of Incorporation or these Bylaws to call special
meetings.



     Section 5. The holders of a majority of the voting power of the shares
issued and outstanding and entitled to vote, present in person or by proxy,
shall constitute a quorum at all meetings of shareholders for the transaction
of business, except as otherwise provided by the Minnesota statutes, by the
Articles of Incorporation, or by these Bylaws. In the absence of a quorum, any
meeting may be adjourned from time to time. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. If any meeting of the shareholders is
adjourned to another time or place, no notice of the date, time, and place of
such adjourned meeting need be given other than by announcement at the time of
adjournment.



     Section 6. At each meeting of shareholders every shareholder of record, or
his legal representatives, at the date fixed by the Board of Directors for the
determination of the persons entitled to vote at a meeting of shareholders, or,
if no date has been so fixed, then at the close of the thirtieth (30th) day
preceding the date of the meeting, shall be entitled at such meeting to one
vote for each share standing in his name on the books of the Company and such
additional votes for such share as may be provided for by the Articles of
Incorporation or in the terms of the shares. A shareholder may cast his vote
in person or by proxy. The appointment of a proxy shall be in writing, by
telegraph, cablegram, or any other form of electronic
transmission,
including telephonic transmission, whether or not accompanied by written
instructions of the shareholder. If it is determined that a telegram,
cablegram, or other electronic





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transmission is valid, the inspectors of
election or, if there are no inspectors, the other persons making that
determination, shall specify the information upon which they rely to make that
determination. Such appointment shall be filed with the Secretary or the
Company’s duly authorized agent at or before the meeting. An appointment of a
proxy for shares held jointly by two (2) or more shareholders is valid if
signed by any one (1) of them, unless the Company receives from any one (1) of
those shareholders written notice either denying the authority of that person
to appoint a proxy or appointing a different proxy. The vote for directors,
and, upon the demand of any shareholder, the vote upon any question before the
meeting, shall be by ballot. All elections shall be had and all questions
decided by a majority vote of the shares present, except where a larger
proportion or number is required by the Articles of Incorporation, these
Bylaws, or the laws of the State of Minnesota.



     Section 7. In any case where a class or series of shares is entitled by
the Articles of Incorporation, the laws of the State of Minnesota, or the terms
of the shares to vote as a class or series, the matter being voted upon must
also receive the affirmative vote of the holders of the same proportion of the
shares of that class or series as is required pursuant to Section 6 of this
Article.



     Section 8. Shares owned by two (2) or more shareholders may be voted by
any one (1) of them unless the Company receives written notice from any one of
them denying the authority of that person to vote those shares.



     Section 9. Except as otherwise provided in Section 3 of this Article 6 or
the laws of the State of Minnesota, the Company shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends and to vote as such owner and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof.



     Section 10. In advance of any meeting of shareholders, the Chairman of the
Board shall appoint one (1) or more inspectors of election, who need not be
shareholders, as to the matters to be submitted to a vote at any such meeting,
or any adjournment thereof. The inspectors of election when so appointed shall
take charge of all proxies and ballots and shall determine the number of shares
outstanding, the voting power of each, the shares represented at the meeting,
and the existence of a quorum. They shall determine all questions relating to
the qualifications of voters, the authenticity, validity, and effect of
proxies, and the acceptance or rejection of votes, challenges, and questions
arising in any way in connection with the right to vote and
the counting and tabulation of such votes. They shall determine the number
of votes cast for any office or for or against any proposal, and shall
determine and report the





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results to the meeting. The inspectors shall take an
oath that they will perform their duties impartially, in good faith, and to the
best of their ability and as expeditiously as is practical. If, for any
reason, an inspector previously appointed shall fail to attend or refuse or be
unable to serve, the vacancy shall be filled by the Chairman of the Board in
advance of convening the meeting, or at the meeting by the person acting as
Chairman. Each report of the inspectors shall be in writing and signed by the
inspectors. The report of a majority shall be the report of the inspectors.




     Section 11. (a) At any annual meeting or any special meeting of
shareholders, only such business shall be conducted, and only such proposals
shall be acted upon as shall have been brought before the meeting (i) by, or at
the direction of, the Board of Directors, or (ii) by any shareholder of the
Company who complies with the requirements of Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, or (iii) by any shareholder of the Company
who complies with the notice procedures set forth in this Section 11.



     (b) For a proposal to be properly brought before an annual or special
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the Secretary of the Company. To be timely, a shareholder’s
notice must be delivered to, or mailed and received at, the principal executive
office of the Company not less than forty-five (45) days or more than ninety
(90) days prior to the date on which the company first mailed its proxy
materials for the prior year’s annual meeting, regardless of any postponements,
deferrals or adjournments of that meeting to a later date, provided that if
during the prior year the Company did not hold an annual meting, or if the date
of the meeting has changed more than 30 days from the date of the prior year’s
meeting, the notice must be received within a reasonable time before the
Company mails its proxy materials for the current year; provided, however, that
if less than thirty (30) days’ notice or prior public disclosure of the date by
which such shareholder’s notice is required is given or made, notice by the
shareholder, to be timely, must be so delivered or received not later than the
close of business on the tenth (10th) day following the earlier of the day on
which such notice of the date by which such shareholder’s notice is required
was mailed or the day on which such public disclosure was made.



     (c) A shareholder’s notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the meeting (i) a brief
description of the proposal desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name and address,
as they appear on the Company’s books, of the shareholder proposing such
business and any other shareholder known
by such shareholder to be supporting such proposal who is the record or
beneficial owner (as such term is defined in Rule 13d-3 or 13d-5 under the
Securities Exchange





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Act of 1934, as amended) of any equity security of the
Company, (iii) the class and number of shares of the Company’s equity
securities which are beneficially owned (as defined above) and owned of record
by the shareholder giving the notice on the date of such shareholder notice and
by any other record or beneficial owners of the Company’s equity securities
known by such shareholder to be supporting such proposal on the date of such
shareholder notice, and (iv) any financial or other interest of the shareholder
in such proposal.




     (d) The Chairman of the Board may reject any shareholder proposal not
timely made in accordance with the terms of this Section 11. If the Chairman
of the Board determines that the information provided in a shareholder’s notice
does not satisfy the informational requirements of this Section 11 in any
material respect, the Secretary of the Company shall promptly notify such
shareholder of the deficiency in the notice. The shareholder shall have an
opportunity to cure the deficiency by providing additional information to the
Secretary within such period of time, not to exceed five (5) days from the date
such deficiency notice is given to the shareholder, as the Chairman of the
Board shall reasonably determine. If the deficiency is not cured within such
period, or if the Chairman of the Board determines that the additional
information provided by the shareholder, together with the information
previously provided, does not satisfy the requirements of this Section 11 in
any material respect, then the Chairman of the Board may reject such
shareholder’s proposal. The Secretary of the Company shall notify a
shareholder in writing whether such person’s proposal has been made in
accordance with the time and information requirements of this Section 11.
Notwithstanding the procedures set forth in this paragraph, if the Chairman of
the Board does not make a determination as to the validity of any shareholder
proposal under Section 11(c), the chairman of the annual or special meeting of
shareholders shall determine and declare at the meeting whether the shareholder
proposal was made in accordance with the terms of Section 11. If the chairman
of such meeting determines that a shareholder proposal was not made in
accordance with the terms of this Section 11, he or she shall so declare at the
meeting and any such proposal shall not be acted upon at the meeting.



     (e) This provision shall not prevent the consideration and approval or
disapproval at any meeting of reports of officers, directors, and committees of
the Board of Directors, but, in connection with such reports, no new business
shall be acted upon at such meeting unless stated, filed, and received as
herein provided.



     Section 12. Any notice given by a shareholder to the Company or an officer
of the Company must be in writing and mailed or delivered to the Company or the
officer at the registered office or principal executive office of the Company.





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     Section 13. Any notice given by the Company to a shareholder may be by
mail, electronic communication, personal service or in any other manner
permitted by the Securities Exchange Act of 1934, as amended, and is effective
when given. An affidavit of the Secretary, or other authorized officer or
agent of the Company, that the notice has been given by a form of electronic
communication is, in the absence fraud, prima facie evidence of the facts
stated in the affidavit. Notice by electronic communication is deemed given:



          (a) If by facsimile, when directed to a number at which the shareholder
has consented to receive notice;



          (b) If by electronic mail, when directed to an electronic mail address at
which the shareholder has consented to receive notice;



          (c) If by a posting on an electronic network on which the shareholder has
consented to receive notice, together with separate notice to the shareholder
of the specific posting, upon the later of (i) the posting and (ii) the giving
of the separate notice; and



          (d) If by any other form of electronic communication by which the
shareholder has consented to receive notice, when directed to the shareholder.



ARTICLE 7

FISCAL YEAR




     Section 1. The fiscal year of the Company shall begin on the first day of
January and terminate on the last day of December in each year.



ARTICLE 8

GENERAL PROVISIONS




     Section 1. Words importing the singular number include the plural and vice
versa. Words importing males include females, and words importing natural
persons include corporations.



     Section 2. These Bylaws may be altered, amended or repealed by the
shareholders or by the Board of Directors as provided by the Articles of
Incorporation.



* * * * * * * * * *





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