Exhibit 3.2





BY-LAWS


OF


SOUTH
TEXAS OIL COMPANY(Formerly Known As Nutek Oil, Inc.)





ARTICLE I
- OFFICES





SECTION
l.l - Principal Office. The principal office of the corporation shall be in the
State of Nevada in the City of Henderson, County of Clark.





SECTION
l.2 - Other Offices.  The corporation may also have offices at such
other places both within and without both the State of Nevada and State of
Texas, as the Board of Directors may from time to time determine or the business
of the corporation may require.





ARTICLE
II - MEETING OF STOCKHOLDERS





SECTION
2.l - Place of Meeting.  All meetings of stockholders for the election
of directors shall be held at such place, either within or without the State as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting or in a duly executed waiver of notice
thereof.





SECTION
2.2 - Annual Meeting. The annual meeting of stockholders shall be held at such
date and time as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting.





SECTION
2.3 - Voting List.  The officer who has charge of the stock ledger of
the corporation shall prepare and make available at every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is
present.





SECTION
2.4 - Special Meeting.  Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the Chairman of the Board or by the President
or by the Board of Directors or by written order of a majority of the directors
and shall be called by the President or the Secretary at the request in writing
of stockholders owning a majority in amount of any class of the capital stock of
the corporation issued and outstanding and entitled to vote. Such request shall
state the purpose of the proposed meeting. The Chairman of the Board or the
President or directors so calling, or the stockholders so requesting, any such
meeting shall fix the time and any place, either within or without the State as
the place for holding such meeting.


1


SECTION
2.5 - Notice of Meeting. Written or printed notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten nor more
than thirty days before the date of the meeting, either personally or by mail,
by or at the direction of the president, or the secretary, or the officer or
persons calling the meeting, to each stockholder of record entitled to vote at
such meeting.  If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the stockholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon pre-paid.





SECTION
2.6 - Quorum. Unless otherwise provided by law, at any meeting of stockholders
one-third of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders. If  less than said numbers of the  outstanding
shares are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without  further
notice.  At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally notified. The stockholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.





SECTION
2.7 - Voting.  When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of the statutes, or the Articles of Incorporation or of these By-Laws,
a different vote is required, in which case such express provision shall govern
and control the decision of such question. Every Stockholder having the right to
vote shall be entitled to vote in person, or by proxy appointed by an instrument
in writing subscribed by such Stockholder, bearing a date not more than eleven
months prior to voting, unless such instrument provides for a longer period, and
filed with the Secretary of the corporation before, or at the time of, the
meeting.  If such instrument shall designate two or more persons to
act as proxies, unless such instrument shall provide to the contrary, a majority
of such persons present at any meeting at which their powers  there
under are to be exercised shall have and may exercise all the powers of voting
or giving consents thereby conferred, or if only one be present, then such
powers may be exercised by that one; or, if an even number attend and a majority
do not agree on any particular issue, each proxy so attending shall be entitled
to exercise such powers in respect of the same portion of the shares as he is of
the proxies representing such shares.





SECTION
2.8 - Consent of Stockholders. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action by any provision of the statutes, the meeting and vote of
stockholders may be dispensed with by consents in writing to such corporate
action being taken, if such consents are executed by the stockholders holding at
least a majority of the voting power, except that if a different proportion of
voting power is required for such an action at a meeting, then that proportion
of written consents shall govern, as provided in Nevada Revised Statues
78.320(2).




2




SECTION
2.9 - Voting of Stock of Certain Holders.
Shares  standing  in the name
of  another  corporation,  domestic  or  foreign,
may be voted by such officer, agent or proxy as the By-Laws of such
corporation  may  prescribe,  or  in  the
absence  of  such  provision, as the Board of
Directors of such corporation may determine. Shares standing in the name of a
deceased person may be voted by the executor or administrator of such deceased
person, either in person or by proxy. Shares standing in the name of a guardian,
conservator or trustee may be voted by such fiduciary, either in person or by
proxy, but no such fiduciary shall be entitled to vote shares held in such
fiduciary capacity without a transfer or such shares into the name of such
fiduciary. Shares standing in the name of a receiver may be voted by such
receiver.  A  stockholder  whose shares
are  pledged  shall be entitled to vote such shares, unless
in the transfer  by the pledgor
on  the  books  of  the corporation, he
has expressly empowered the pledgee to vote thereon, in
which  case  only  the  pledgee,  or
his proxy, may represent the stock and vote thereon.





SECTION
2.10 - Treasury Stock. The corporation shall not vote, directly or indirectly,
shares of its own stock owned by it; and such shares shall not be counted in
determining the total number of outstanding shares.





SECTION
2.11 - Closing of Books or Fixing of Record Date.  For the purpose of
determining stockholders entitled
to  notice  of  or  to vote at any
meeting of stockholders or any adjournment thereof, or
stockholders  entitled  to  receive payment of any
dividend or in order to make a determination of stockholders for any other
proper purpose, the directors of the corporation may provide that the stock
transfer books shall be closed for a stated period but not to
exceed,  in
any  case,  thirty  days.  If  the
stock transfer books shall be closed for the purpose of determining
stockholders  entitled  to  notice  of  or  to
vote at a
meeting  of  stockholders,  such  books  shall
be closed for at least ten  days immediately preceding such
meeting.  In
lieu  of  closing  the  stock  transfer
books, the directors may fix in advance a date as the record date for
any  such determination of stockholders, such date in any case to be
not more than thirty days and, in case of a meeting of stockholders, not less
than ten days prior to
the  date  on  which  the  particular  action  requiring  such
determination of stockholders is to be taken.  If the stock transfer
books are not closed and no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders, or
stockholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of
stockholders  entitled  to  vote  at  any
meeting  of  stockholders  has  been  made  as  provided  in
this section, such determination shall apply to any adjournment
thereof.


3


SECTION
2.12 - Fixing Record Date. The Board of Directors may  fix in advance
a
date,   not  exceeding   sixty  days  preceding  the  date  of  any
meeting  of stockholders, or the date for payment of any dividend or
distribution,  or  the date for the allotment of rights, or
the date when any change, or conversion or
exchange  of  capital  stock shall go into effect,
or a date in connection with
obtaining  a  consent,  as   a  records  date  for  the  determination  of  the
stockholders entitled to notice  of,  and  to vote
at, any such meeting and any adjournment thereof, or entitled to
receive  payment  of  any  such dividend
or distribution,  or to receive any such allotment of rights, or
to  exercise  the rights in respect  of any such
change, conversion or exchange of capital stock, or to give such
consent,  and  in  such  case  such  stockholders
and only such stockholders as shall be stockholders of record on
the  date  so fixed shall be entitled to such notice of, and
to vote at any such meeting and any adjournment thereof, or to receive payment
of such dividend or distribution,  or to receive such allotment or
rights, or to exercise such rights, or to give such  consent,
as  the case may be, notwithstanding any transfer of any stock on the
books  of the corporation after any such records date fixed as
aforesaid.





ARTICLE
III - BOARD OF DIRECTORS





SECTION
3.l - Powers.  The business and affairs of the corporation shall be
managed by its Board of
Directors,  which  may  exercise all such powers
of the corporation and do all such lawful acts and things  as are not
by statute or by the Articles of Incorporation or by these By-Laws directed
or  required  to be exercised or done by the
stockholders.





SECTION
3.2 - Number, Election and Term. The number of directors which shall constitute
the whole Board shall be a minimum of one (1).  The directors shall be
elected at the annual meeting of stockholders, except as provided in Section 3.3
and as provided in the Articles of Incorporation and each director elected shall
hold office until his successor shall be elected and shall
qualify.  At each election for directors every shareholder entitled to
vote at such election shall have the right to vote, in person or by proxy, the
number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has a right to vote.  Directors need
not be residents of the State or stockholders of the corporation.  The
holders of the voting stock shall be entitled to elect all
directors.





SECTION
3.3 - Vacancies, Additional Directors and Removal from Office.  Any
vacancy in the Board of Directors may be filled by the affirmative vote of a
majority of the remaining Directors.  A Director elected to fill a
vacancy shall be elected for the unexpired term of the Director's predecessor in
office.  Any directorship to be filled by reason of an increase in the
number of Directors may be filled by election by the Board of Directors for a
term of office continuing until the next annual election and until such
director’s successor shall be duly elected and shall qualify, unless sooner
displaced.  A director may be removed for cause at any special meeting
of stockholders duly called and held for such purpose





SECTION
3.4 -
Regular  Meeting.  A  regular  meeting  of
the Board of Directors shall be held each year, without other notice than
these  By-laws, at the place of,  and immediately following,
the annual meeting of stockholders;  and  other
regular  meetings  of  the  Board of
Directors shall be held each year, at such time and place as the Board of
Directors may provide, by resolution. Members of the Board of Directors, or
of  any  committee  designated  by  such  Board,
may participate  in  any  regular or special
meeting of such Board or committee  by means of telephone
conference  or  similar communications equipment by means of
which  all  persons participating in
the  meeting  can  hear  each  other,  and
participation  in  a meeting pursuant to this section shall
constitute presence in person at such meeting.


4


SECTION
3.5 - Special Meeting. A special meeting of the Board of Directors may be called
by the Chairman of the Board or by the President and shall be called by the
Secretary on the written request of any two directors. The Chairman or President
so calling, or the directors so requesting, any such meeting, shall fix the time
and any place, either within or without the State, as the place for holding such
meeting.





SECTION
3.6 - Notice of Special Meeting. Written notice of special meetings of the Board
of Directors shall be given to each director at least 48 hours prior to the time
of such meeting. Any director may waive notice of any meeting. The
attendance  of a director at any meeting shall constitute a waiver of
notice of such
meeting,  except  where  a  director  attends
a meeting for the purpose of
objecting  to  the  transaction of any
business  because  the  meeting  is  not
lawfully called or convened.  Neither the business to be transacted
at, nor the purpose of any special meeting of the Board of Directors need to be
specified in the notice or waiver of notice of such meeting, except that notice
shall be given of any proposed amendment to the By-Laws if it is to be adopted
at any special meeting or with respect to any other matter where notice is
required by statute.





SECTION
3.7 - Quorum. A majority of the Board of
Directors  shall  constitute a
quorum  for  the  transaction  of  business  at  any  meeting  of  the
Board of Directors, and the act of a majority of the directors present at any
meeting at which there is a quorum shall be the act of the Board of
Directors,  except  as
may  be  otherwise  specifically  provided  by  statute,  by  the  Articles  of
Incorporation,  or  by  these  By-Laws.
If a quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting until a quorum shall be
present.





SECTION
3.8 - Action Without Meeting.  Unless  otherwise restricted
by the Articles of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or  of
any committee thereof as provided in Article IV of these By-Laws, may be
taken  without a meeting, if a  written  consent
thereto is signed by all members of the
Board  or  of  such committee,
as  the  case  may  be,  and  such
written consent is filed with the minutes of proceedings of the Board or
committee.





SECTION
3.9 - Compensation. Directors,
as  such,  shall  not be entitled to any stated
salary for their services unless voted by the stockholders  or the
Board
of  Directors;  but  by  resolution of
the Board of Directors, a fixed sum  and expenses of attendance,
if  any,  may be allowed for attendance at each regular or
special meeting of the Board of  Directors  or any meeting
of a committee of directors. No provision of these By-Laws shall
be  construed  to  preclude  any
director  from  serving  the  corporation  in  any
other capacity and receiving compensation therefor.


5


SECTION
3.l0 - Advisory Directors. The Board of Directors may establish the position of
non-voting Advisory Director of such number and with such duties and
compensation as the Board may, from time to time, determine.





ARTICLE
IV - COMMITTEE OF DIRECTORS


SECTION
4.l - Committee: Designation, Powers, Name. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, including an Executive Committee, each such committee to consist of
two or more of the directors of the corporation. The committee shall have and
may exercise such of the powers of the Board of Directors in the management of
the business and affairs of the corporation as may be provided in such
resolution. The committee may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Articles of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation’s property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the corporation; and no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Any
member of the committee may be removed by a majority or the members of the Board
of Directors with or without cause. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of such committee. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall have such name or names
and such limitations of authority as may be determined from time to time by
resolution adopted by the Board of Directors.




SECTION
4.2 - Minutes. Each committee of directors shall keep regular minutes of its
proceedings and report the same to the Board of Directors when
required.





SECTION
4.3 - Compensation. Members of
special  or  standing  committees may be
allowed  compensation  for  attending  committee  meetings,  if  the  Board  of
Directors shall so determine.


6





ARTICLE V
- NOTICE





SECTION
5.l - Methods of Giving Notice. Whenever under the provisions of  the
statutes, the Articles  of  Incorporation, or these By-Laws,
notice is required to be given to any
director,  member  of  any  committee  or  stockholder.
Such notice shall be in writing and delivered personally or mailed to such
director, member or stockholder, provided that in the case of a director, or
member of any committee, such notice may be given orally or by telephone or
telegram. If
mailed,  notice  to  a  director, member
of a committee or stockholder shall be deemed to be given when
deposited  in  the  United States mail first class
in a sealed envelope, with postage thereon
prepaid,  addressed.  In the case of a stockholder, to the
stockholder at the stockholder's address as it appears on the records of the
corporation.  In the case of a director or a member of a committee, to
such person at his business address.  If sent by telegraph, notice to
a director or member of a committee shall be deemed to be given when the
telegram, so addressed, is delivered to the telegraph company.





SECTION
5.2 - Written Waiver. Whenever any notice is required to be given under
the  provision of the statutes, the Articles of Incorporation or these
By-Laws, a waiver  thereof  in writing, signed by the person
or persons entitled to said notice, whether
before  or  after  the  time  stated  therein,  shall
be deemed equivalent thereto.





ARTICLE
VI - OFFICERS





SECTION
6.l - Officers. The officers of the corporation shall be  a Chairman
of the Board and Chief Executive Officer (the President may serve in this
capacity at  the  direction  of  the
Board of Directors), a President, one or more  Vice Presidents, any
one or
more  of  which  may  be  designated  an  Executive
Vice President and a Vice President-Finance, a Secretary and a
Treasurer.  The Board of Directors may, by resolution, create the
office of Vice Chairman of the Board and define the duties of such office. The
Board of Directors may appoint such other officers and agents, including
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined by the
Board. Any two or more offices except as prohibited by law may be held by the
same person. No officer shall execute, acknowledge, verify or countersign any
instrument on behalf of the corporation in more than one capacity, if such
instrument is required by law, by these By-Laws or by any act of the corporation
to be executed, acknowledged, verified or countersigned by two or more
officers.  None of the officers need to be a director or stockholder
of the corporation.





SECTION
6.2 - Election and Term of Office. The officers
of  the  corporation shall be elected
annually  by  the  Board  of  Directors  at  its
first regular meeting held after the annual meeting of stockholders or as
soon  thereafter as conveniently possible. Each officer shall hold
office until his successor shall have been chosen and shall have qualified or
until his death or the effective date of his resignation or
removal.





SECTION
6.3 - Removal and
Resignation.  Any  officer  or  agent
elected or
appointed  by  the  Board  of  Directors  may
be removed without cause  by  the
affirmative  vote of a majority of the
board  of  Directors  whenever,  in  its
judgment, the  best  interests  of the corporation
shall be served thereby, but such removal shall be without
prejudice  to  the contractual rights, if any, of the person
so removed.  Any officer may resign at any time by giving written
notice to the corporation.  Any such resignation shall take effect at
the date of the receipt of such notice or any later time specified therein, and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.


7


SECTION
6.4 - Vacancies. Any vacancy occurring in any office of the corporation by
death, resignation, and removal or otherwise may be filled by the Board of
Directors for the unexpired portion of the term.





SECTION
6.5 - Salaries.  The  salaries  of all officers
and  agents  of  the corporation shall be fixed by
the Executive  Committee,  if any, or if there is no such
committee, by the Board of Directors and no officer  shall be
prevented from receiving such salary by reason of his also being a
director.





SECTION
6.6 - Chairman of the Board and Chief Executive
Officer.  The  Chairman
of  the  Board  and  Chief  Executive  Officer
shall be the principal executive officers of the corporation and shall
preside  at  all meetings of the Board of
Directors,  or  of  the  stockholders  of
the corporation.  In the Chairman’s absence, such duties shall be
attended to by the President. The Chairman shall formulate and submit to the
Board of Directors  matters  of  general policy
for the corporation and shall perform such other duties as usually appertain to
the office or as may be prescribed by the Board of Directors. In the absence of
the President, or in the event of his refusal or inability to act, the Chairman
shall perform the duties and exercise the powers of the President.





SECTION
6.7 - President.  The President shall be subject to the control of the
Board of Directors and shall, in general, supervise and control the business and
affairs of the corporation. In the absence of the Chairman of the Board, the
President shall preside at all meetings of the Board of Directors and of the
stockholders.  He may also preside at any such meeting attended by the
Chairman of the Board if he is so designated by the Chairman. He shall have the
power to appoint and remove subordinate officers, agents and employees, except
those elected or appointed by the Board of Directors.  The President
shall keep the Board of Directors fully informed, and shall consult them
concerning the business of the
corporation.  He  may  sign  with the
Secretary or any other officer  of the corporation thereunto
authorized
by  the  Board  of  Directors,
certificates  for  shares  of the corporation, and
any deeds, bonds, mortgages, contracts, checks, notes,
drafts,  or  other  instruments  which  the  Board
of Directors has authorized to be executed, except in cases where the
signing  and execution thereof has been expressly delegated by these
By-Laws or by the Board
of  Directors  to  some  other officer
or agent of the corporation, or shall be required by law to be
otherwise  executed.  He  shall vote, at the
direction of the Board of Directors, all shares of stock of
any  other  corporation standing
in  the  name  of the corporation and, in general,
he shall perform  all  other duties
normally  incident  to  the office of President
and such other duties as may be prescribed by the stockholders,  or
the Board of Directors, from time to time.





SECTION
6.8 - Vice President. In the absence of the President and the Chairman,
or  in  the event of their inability or
refusal  to  act,  the  Executive  Vice
President  (or  in  the  event  there  shall  be  no  Vice
President designated Executive Vice President), the Vice President-Finance
shall  perform the duties and  exercise  the
powers of the President and/or Chairman and Chief  Executive
Officer.  Any  Vice  President  may  sign,  with  the  Secretary  or  Assistant
Secretary,
certificates  for  shares  of  the  corporation.
The Vice Presidents shall perform such other duties as from time to time may be
assigned to them by the President, or the Board of Directors.


8


SECTION
6.9 - Secretary. The Secretary shall
(a)  keep  the  minutes  of  the
meetings  of
the  stockholders,  the  Board  of  Directors  and  committees  of
directors;  (b)  see  that  all  notices  are
duly given in accordance with the provisions of these By-Laws and as
required  by  law;  (c)  be custodian of
the corporate records and of the seal of the corporation, and
see  that the seal of
the  corporation  or  a  facsimile  thereof
is affixed to all certificates  for shares prior to the issue thereof
and  to all documents, the execution of which on behalf of the
corporation under its seal  is  duly  authorized
in accordance with the provisions of these By-Laws: (d) keep or
cause  to  be kept a register of the post office address of
each stockholder which shall be furnished by such
stockholder;  (e)  sign with the President, or an Executive
Vice  President  or Vice President,
certificates  for shares of the corporation, the issue of which shall
have been authorized by resolution  of  the  Board
of Directors; (f) have general  charge  of  the
stock transfer books of the
corporation;  and  (g)  in general, perform all
duties  normally  incident  to the office of
Secretary and such  other  duties  as from time to
time may be
assigned  to  him/her  by  the
President, or the Board of Directors.





SECTION
6.l0 - Treasurer.  If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall have charge and custody of and be responsible for all
funds  and  securities of the  corporation;
receive and give receipts for monies due and
payable  to  the corporation  from any source
whatsoever and deposit all such monies in the name of the
corporation  in  such  banks,  trust  companies
or other depositories as shall be selected in accordance with the
provision  of Section 7.3 of these
By-Laws,  and  in  general,  perform
duties normally
incident  to  the  office  of Treasurer
and such other duties  as from time to time may be assigned to him by
the President, or the Board of Directors.





SECTION
6.ll - Assistant Secretary or Treasurer. The Assistant Secretaries and
Assistant  Treasurers  shall, in
general,  perform  such  duties  as  shall  be  assigned
to them by
the  Secretary  or  the  Treasurer  respectively,
or by the President, or the Board of Directors. The Assistant
Secretaries  and  Assistant
Treasurers  shall,  in  the absence of the
Secretary or Treasurer respectively, perform all functions
and  duties  which such absent officers may delegate, but
such delegation shall not relieve the  absent officer from the
responsibilities of his office. The Assistant Secretaries may sign, with the
President or a Vice President, certificates for shares of the corporation, the
issue of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers  shall respectively, if required
by the  Board  of  Directors,  give
bonds for
the  faithful  discharge  of  their
duties in such sums and with such sureties as the Board of Directors shall
determine.


9


ARTICLE
VII - CONTRACTS, CHECKS AND DEPOSITS





SECTION
7.l - Contracts. Subject to the provisions of Section 6.l, the Board of
Directors or Executive committee may authorize any officer, officers, agent, or
agents to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.





SECTION
7.2 - Checks, etc. All checks, demands, drafts  or other orders for
the payment of money, notes or other evidences of
indebtedness  issued  in the name of  the
corporation, shall be signed by such officer or officers or
such  agent or agents  of the corporation, and in such
manner as shall be determined by the Board of Directors of Management
Committee.





SECTION
7.3 - Deposits.  All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors or
Executive Committee may select.





ARTICLE
VIII - CERTIFICATES OF STOCK





SECTION
8.l - Issuance. Each stockholder of this corporation shall be entitled to a
certificate  or  certificates  showing  the  number  of  shares  of  stock
registered  in his name on the books of the corporation. The
certificates shall be in such form as may be determined by the Board of
Directors, shall be issued in numerical order and shall be entered in the books
of the corporation as they are issued. They shall exhibit the holder's name and
number of shares and shall be signed by the President or a Vice President and by
the Secretary or an Assistant Secretary. If any certificate is countersigned (l)
by a transfer agent other than the corporation or any employee of the
corporation, or (2) by a registrar other than the corporation or any employee of
the corporation, and other signature on the certificate may be a facsimile. If
the corporation shall be authorized to issue  more than one class of
stock or more than one series of any class, the
designations,  preferences  and relative participating,
optional or  other  special rights of each class of
stock  or  series  thereof  and  the
qualifications,  limitations  or  restrictions  of  such
preferences and rights shall be set forth in full or summarized on the face or
back of the certificate which the corporation shall issue to represent such
class  of  stock;  provided
that,  except  as  otherwise  provided  by  statute,  in  lieu
of the foregoing requirements  there  may  be set
forth on the face or back of  the  certificate which the
corporation shall issue to represent such class or series of stock, a
statement  that  the
corporation  will  furnish  to  each  stockholder  who  so
requests, the designations,  preferences  and relative,
participating, optional or  other  special rights of each
class of
stock  or  series  thereof  and  the
qualifications,  limitation or restrictions of such preferences and
rights. All certificates surrendered  to the corporation for transfer
shall be canceled and no new certificate shall
be  issued  until  the  former  certificate
for a like number of shares shall have been surrendered and
canceled,  except  that in the
case  of  a lost, stolen, destroyed or mutilated certificate
a new one  may  be issued
therefor  upon  such  terms  and  with  such  indemnity,  if
any, to the corporation as the Board of Directors may prescribe. Certificates
shall not be issued representing fractional shares of stock.


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SECTION
8.2 - Lost Certificates.  The  Board of Directors may direct
a  new certificate  or  certificates  to
be issued
in  place  of  any  certificate  or
certificates theretofore issued  by  the corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming  the  certificate  of
stock to
be  lost,  stolen  or  destroyed.  When
authorizing such issue of a
new  certificate  or  certificates,  the  Board  of
Directors  may,  in its discretion and as a condition
precedent to the issuance thereof, require
the  owner  of  such  lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require or to give the
corporation  a  bond  in  such sum as it
may direct as indemnity against any claim that may be made
against  the corporation
with  respect  to  the  certificate or
certificates alleged to have been  lost, stolen or destroyed, or
both.





SECTION
8.3 -
Transfers.  Upon  surrender  to  the  corporation
or the 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 upon its books.   Transfers of shares shall be made
only on the books of the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney and filed with the Secretary
of the corporation or the Transfer Agent.





SECTION
8.4 - Registered Stockholders. The corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof
and, accordingly, 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, except as otherwise
provided by the laws of the State.





SECTION
8.5 - Restrictions and Options. Shareholders may enter into agreements among
themselves reasonably restricting the transferability of shares owned by them or
defining rights granted among Shareholders to purchase and/or sell such
shares.





ARTICLE
IX - DIVIDENDS





SECTION
9.l - Declaration. Dividends upon the capital stock of the corporation,
subject  to  the provisions of the Articles of
Incorporation, if any and subject to the
provisions  of  Section 9.2, shall be declared quarterly by
the Board of Directors at any regular or special meeting,  provided
and  to the extent that cumulative profits to date exceed one-half of
the operating expenses  per month and provided that dividends are
declared only to the extent that profits exceed such amount. Dividends shall be
paid in cash or by the issuance of like capital stock of the Company, as
provided in Nevada Revised Statues 78.215(3).





SECTION
9.2 - Reserve. In no event shall a dividend be declared if cash on hand will as
a result of the dividend be less than one-half of the month's expected operating
expenses (the “Operating Reserve"). Before payment of any dividend there may
also be set aside  out  of any funds of the corporation
available for dividends such sum or sums as the Board of Directors from time to
time in their
absolute  discretion  think  proper  as   a   reserve   or   reserves  to  meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property  of  the  corporation,  or  for  such  other
purpose as the  Board  of Directors shall think conducive to
the interest
of  the  corporation,  and  the
Directors  may modify or abolish and such reserve in the manner in
which it was created.


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ARTICLE X
- INDEMNIFICATION





SECTION
l0.l - Third Party Actions. To the extent allowed by the State law, as same may
be
amended,  and  subject  to  the  required  procedure  thereof,  the
corporation  shall  indemnify any person who was or is a
party of is threatened to be made a party
to  any  threatened,  pending  or  completed
action, suit or proceeding,  whether  civil, criminal,
administrative or  investigative  (other than an action by
or in  the  right  of  the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation  as  a  director,  officer,
employee or agent of another corporation, partnership, joint venture,
trust  or
other  enterprise,  against  expenses  (including  attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if
he  acted  in good faith and
in  a  manner  he  reasonably  believed  to  be  in
or not opposed to the  best
interests  of  the  corporation, and with respect
to  any  criminal  action  or
proceeding, had no reasonable  cause  to  believe
his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo
contendere  or  its equivalent, shall not of itself, create
a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed
to be in or not  opposed  to  the  best
interests of the corporation,
and  with  respect  to  any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was
unlawful.





SECTION
l0.2 - Actions by or in the Right of the Corporation. To the extent allowed by
State law, as
same  may  be  amended,  and  subject  to
the required procedure thereof, the corporation shall indemnify any person
who  was  or is a
party  or  is  threatened  to  be  made  a  party
to any threatened, pending or completed action or suit by or in the right
of  the  corporation  to  procure a
judgment  in  its  favor  by  reason  of
the fact that he is or was a director, officer, employee, or agent of the
corporation,  or  is  or  was serving at
the request of the corporation as a director, officer, employee or agent of
another
corporation,  partnership,  joint  venture,  trust
or other enterprise  against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed  to  be  in or not opposed to
the best interests of the corporation and except that no
indemnification  shall be  made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his  duty to the
corporation unless and only to the extent that the court in which
such  action  or  suit was brought shall determine
upon application that, despite the
adjudication  of  liability but in view of all the
circumstances of the case, such person is
fairly  and  reasonably entitled to indemnity for such
expenses which the Court shall deem proper.


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SECTION
l0.3 - Determination of
Conduct.  The  determination  that  an
officer, director,  employee,  or  agent has met
the applicable standard of conduct  set forth in Sections l0.l
and  l0.2  (unless indemnification is ordered by a court or
unless State law, as same may be  amended, requires otherwise) shall
be made (l) by the Board of Directors by a
majority  vote  of  a  quorum  consisting
of directors who were not parties to such action, suit or
proceeding;  (2) if such
quorum  is  not  obtainable,  or  even  if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or (3) by the stockholders.





SECTION
l0.4 - Payment of Expenses in Advance. Expenses incurred in defending a civil or
criminal action, suit or proceeding  shall  be paid by the
corporation in  advance  of  the final disposition
of such action, suit  or  proceeding  as
authorized by the  Board  of  Directors in the
specific case upon receipt of an undertaking by or on behalf
of  the  director,  officer,  employee  or
agent to repay such amount, unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in this Article
X.





SECTION
l0.5 - Indemnity Not Exclusive. The indemnification
provided  hereunder
shall  not  be  deemed  exclusive  of  any  other
rights to which those seeking indemnification may be entitled under any
other  By-Laws,  agreement,  vote  of
stockholders  or disinterested directors or otherwise, both as to
action in his official
capacity  and  as  to  action  in  another
capacity while holding such office, and shall continue as to a person
who  has  ceased  to  be  a
director,
officer,  employee,  or  agent,  and  shall  inure
to the benefit of the heirs, executors and administrators of such a
person.





ARTICLE
XI - MISCELLANEOUS





SECTION
ll.l - Seal. The corporate seal shall  be in such form as prescribed
by the  Board of Directors. The seal may be used
by  causing  it  or  a  facsimile
thereof to be impressed or affixed, or otherwise reproduced.





SECTION ll.2
- Books. The Books of the corporation may be kept (subject to any contrary
provision  contained in State law) outside the State or at the offices
of the corporation, or  at such other place or places as may be
designated from time to time by the Board of Directors.





SECTION
ll.3 - Fiscal Year.  The fiscal year end of the corporation shall be
December 3l.





SECTION ll.4  -  Severability.  The
invalidity of any one or more of the provisions, clauses, sections or Articles
hereof shall not affect the validity of the remaining provisions, clauses,
sections or Articles.


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ARTICLE
XII - EMPLOYMENT CONTRACTS





No
contract of employment or amendment to a contract of employment between
the  Corporation  and
any  person(s),  firm(s), corporation(s), partnership(s),
association(s) or other entity(s), or any
combination  of  any  of  the  above,
whether  oral  or  in  writing, for a
period of time to exceed 90 days shall be binding upon the corporation unless
and until:





(i)
Such contract shall have been approved by a majority vote of the Board of
Directors of the Corporation, called and held in accordance with the By-Laws
and,





(ii)
Such
approval  of  such  contract  by  the  Board
of Directors of the Corporation shall have been ratified by a majority
vote  by  class  of each and every class of shares
entitled to vote. Such vote of the shareholders  shall be at a meeting
of shareholders specifically called or such purpose, all requisite
notices  having  been  given  in
accordance with the corporation's Articles  of
Incorporation  and  its By-Laws
relative  to  calls  and  notices  for  special
meetings of shareholders.





This
paragraph of  the  By-Laws  shall  not
be amended or eliminated until ratified by a majority vote by class of each and
every class of shares entitled to vote. Such vote of the shareholders shall
be  at  a  meeting of shareholders specifically
called for such purpose, all requisite notices  having  been
given in accordance with the corporation's Articles of Incorporation and
its  By-Laws relative to calls and notices for special meetings of
shareholders.





ARTICLE
XIII - AMENDMENT OF BY-LAWS





These
By-Laws may be altered, amended or repealed and new by-laws adopted by action of
the Board of Directors.





ADOPTED,
as amended at a meeting of the Directors of South Texas Oil Company,
held:





January16,
2008, as to Sections 3.2 and 3.3;


February
4, 2009, as to Section 2.8 and Section 9.1, effective February 5,
2009




ATTEST:By:
              /s/ Roy
      D. Toulan, Jr.Corporate
      Secretary


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