**BYLAWS**

**OF**

**NORTH AMERICAN ENERGY RESOURCES, INC**.

 

**ARTICLE I - OFFICES**

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Section 1. Principal Office. The principal office for thetransaction of the business of the corporation is hereby fixed and located at 1535 Soniat Street, New Orleans Louisiana 70115.The Board of Directors is hereby granted full power and authority to change said principal office from one location to anotherin said county. Any such change shall be noted in the Bylaws by the Secretary, opposite this section, or this section may be amendedto state the new location. As used herein and through these Bylaws, the term “principal office” shall not necessarilybe deemed to refer to the Corporation’s registered office, although it may be the same location as the Corporation’sregistered office.

 

Section 2. Other Offices. Branch or subordinate offices mayat any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business orthe business of the Corporation may require.

 

**ARTICLE II - MEETINGS OF THE SHAREHOLDERS**

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Section 1. Place of Meetings. All annual meetings of shareholdersand all other meetings of shareholders shall be held either at the principal office of the Corporation or at any other place withinor without the State of Nevada as may be designated either by the Board of Directors pursuant to authority hereinafter grantedto said Board or by the written consent of the shareholder entitled to vote at such meeting holding at least a majority of suchshares. Such vote may be given either before or after the meeting and filed with the Secretary of the Corporation.

 

Section 2. Shareholder Meetings. Shall occur at a frequencyas required by the Corporation’s listing exchange or annually if the Board of Directors requires an annual meeting. The annualmeetings of shareholders shall be held on:

 

The First Friday in July provided, however, that should saidday fall on a legal holiday, then any such annual meeting of shareholders shall be held at the same time and place on the nextday thereafter ensuing which is a full business day. Any such annual meeting may be held at any other time which may be designatedin a resolution by the Board of Directors or by the written consent of the shareholders entitled to vote at such meeting holdingat least a majority of such shares. At such annual meeting, directors shall be elected, reports of the affairs of the Corporationshall be considered, and any other business may be transacted which is within the powers of the shareholders to transact and whichmay be properly brought before the meeting.

 

Written notice of each annual meeting shall be given to eachshareholder entitled to vote (unless such call and notice is waived by the unanimous consent of the shareholders), either personallyor by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing onthe books of the Corporation or given by him to the Corporation for the purpose of notice.

 

  

If a shareholder gives no address, notice shall be deemedto have been given him if sent by mail or other means of written communication addressed to the place where the principal officeof the Corporation is situated, or if published at least once in some newspaper of general circulation in the county in which saidoffice is located. All such notices shall be sent to each shareholder entitled thereto not less than ten (10) nor more than sixty(60) days before each annual meeting. Such notices shall specify the place, the day and the hour of such meeting and shall statesuch other matters, if any, as may be expressly required by statute.

 

Section 3. Special Meetings. Special meetings of the shareholdersfor any purpose or purposes, unless otherwise prescribed by statute, may be called at any time by the Chief Executive Officer (“CEO”), or by resolution of the Board of Directors, or by one or more shareholders holding not less than one-third (1/3) of the issuedand outstanding voting shares of the Corporation, or such meeting may be held at any time without call or notice upon unanimousconsent of the shareholders.

 

Except in special cases where other express provision ismade by statute, notice of such special meetings shall be given in the same manner and pursuant to the same notice provisions asfor annual meetings of shareholders. Notices of any special meeting shall state, in addition to the place, day and hour of suchmeeting, the purpose or purposes of the meeting. Business transacted at any special meeting of the shareholders shall be limitedto the purposes stated in the notice.

 

Section 4. Voting List. The officer who has charge of thestock ledger of the Corporation shall, before each shareholder’s meeting, prepare a list of all persons entitled to representshares at such meeting, arranging the names alphabetically, with the addresses of each shareholder and the number of shares entitledto be voted by each shareholder set forth opposite their respective names. Such list and the share ledger, or a true and correctcopy thereof, shall be open to the examination of any shareholder, for any purpose germane to the meeting, during regular businesshours, for a period of at least ten (10) days immediately preceding the convening of said shareholders’ meeting and untilthe close of such meeting and they shall be subject to inspection at any time during such period by any shareholder or person representinga shareholder. The list and share ledger shall be open for examination at the place specified in the notice where said meetingis to be held.

 

Section 5. Quorum. The holders of a majority of the stockissued and outstanding and entitled to vote at a meeting, whether present in person or represented by proxy, shall constitute aquorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute or the Certificateof Incorporation of the Corporation. When a quorum is present at any meeting, a majority of the shares represented thereat andentitled to vote thereat shall decide any question brought before such meeting. The shareholders present at a duly called or heldmeeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholdersto leave less than a quorum.

 

Section 6. Adjourned Meeting and Notice thereof. Any shareholders’meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority ofthe shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum noother business may be transacted at such meeting.

 

  

When any shareholders’ meeting, either annual or special,is adjourned for thirty (30) days or more, or if after the adjournment a new record date is fixed for the adjourned meeting, noticeof the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it shall not be necessary togive any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcementat the meeting at which such adjournment is taken.

 

Section 7. Organization. The CEO shall call the meeting ofshareholders to order and shall act as Chairman of such meetings unless the shareholders present should designate another personas Chairman. The Secretary of the Corporation shall act as Secretary at all meetings of shareholders, but in the event of his absenceor failure to act, the Chairman shall appoint another person to act as Secretary Pro Tem.

 

Section 8. Order of Business. The order of business at theannual meeting, and so far as practicable at all other meetings of the shareholders, shall be as follows:

 

(1) Calling meeting to order;

 

(2) Calling of roll and checking proxies;

 

(3) Proof of notice of meeting;

 

(4) Reading of any unapproved minutes;

 

(5) Reports of officers;

 

(6) Reports of committees;

 

(7) Election of directors;

 

(8) Unfinished business;

 

(9) New business; and

 

(10) Adjournment.

 

Section 9. Voting. At each meeting of the shareholders, eachshareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing, subscribedby such shareholder and bearing a date not more than three (3) years prior to said meeting, unless said instrument provides definitelyfor a longer period. Each stockholder shall have one (1) vote for each share of stock having voting power, registered in his nameon the books of the Corporation, except that the Board of Directors may fix a time, not more than sixty (60) days nor less thanten (10) days preceding the date of any meeting of shareholders as a record date for the determination of the shareholders entitledto notice of and to vote at such meeting, and in such case only registered shareholders on the date so fixed shall be entitledto notice of such meeting, notwithstanding any transfer of any shares on the books of the Corporation after any record date sofixed. The Board of Directors may close the books of the Corporation against any transfers of shares during any shareholders’meeting or during any adjournment thereof; and the Board of Directors may close the books against any transfers of shares duringthe whole or any part of the period during which the books may be closed under the provisions of this paragraph. Upon the demandof any stockholder, the vote for directors and the vote upon any question before the meeting shall be by ballot. All electionsshall be had and all questions decided by a majority vote.

 

  

Section 10. Consent of Absentees. The transaction of anymeeting of shareholders, either annual or special, however called and noticed, shall be as valid as though had as a meeting dulyheld after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting,each of the persons entitled to vote, not present in person, or by proxy, signs a written waiver of notice, or a consent to theholding of such meeting, or an approval of the minutes thereof. All such waivers, consent or approvals shall be filed with thecorporate records or made a part of the minutes of the meeting.

 

If a shareholder does not receive notice of a meeting, butattends and participates in the meeting, he shall be deemed to have waived notice of the meeting.

 

Section 11. Action without Meeting. Any action which, underprovisions of the laws of the State of Nevada or under the provisions of the Articles of Incorporation or under these Bylaws maybe taken at a meeting of the shareholders, may be taken without a meeting if a record or memorandum thereof be made in writingand signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorizeor take such action at a meeting at which all shares entitled to vote thereon were present and voted. Such record or memorandumshall be filed with the Secretary of the Corporation and made a part of the corporate records. Notice of the taking of such action,if by less than unanimous written consent, shall be given within five (5) days of the taking of such action to those shareholderswho have not consented in writing.

 

Section 12. Proxies. Any shareholder entitled to vote orexecute consents shall have the right to do so either in person or by one or more agents authorized by proxy. The appointment ofa proxy shall be in writing and signed by the shareholder but shall require no other attestation and shall be filed with the Secretaryof the Corporation at or prior to the meeting. In no event shall a proxy be appointed for a period of more than seven (7) years.If any shareholder appoints two or more persons to act as proxies and if the instrument does not otherwise provide, then a majorityof such persons present at the meeting, or if only one shall be present, then that one shall have and may exercise all of the powerconferred by such instrument upon all of the persons so appointed; and if such proxies be equally divided as to the right and mannerof voting in any particular case, the vote shall be divided among the proxies. Any person holding shares in a representative orfiduciary capacity which he may represent in person may represent the same by proxy and confer general or discretionary power uponsuch a proxy. The authority of a proxy if not coupled with an interest may be terminated at will. Unless otherwise provided inthe appointment, the proxy’s authority shall cease eleven (11) months after the appointment. The termination of a proxy’sauthority by act of the shareholder shall, subject to the time limitation herein set forth, be ineffective until written noticeof the termination has been given to the Secretary of the Corporation. Unless otherwise provided therein, an appointment filedwith the Secretary shall have the effect of revoking all proxy appointments of prior date. A proxy’s authority shall notbe revoked by the death or incapacity of the maker unless before the vote is cast or the authority is exercised, written noticeof such death or incapacity is given to the Corporation.

 

  

Section 13. Inspectors of Election. In advance of any meetingof shareholders, the Board of Directors may appoint Inspectors of Election to act at such meeting or any adjournment thereof. IfInspectors of Election be not so appointed, the Chairman of any such meeting may, and on the request of any share holder or hisproxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meetingon the request of one or more shareholders or proxies, the majority of shares present shall determine whether one or three inspectorsare to be appointed. In case any person appointed as inspector fails or refuses to act, the vacancy may be filled by appointmentby the Board of Directors in advance of the meeting, or at the meeting by the Chairman. An inspector need not be a shareholderof the Corporation, but no person who is a candidate for office of the Corporation shall act as an inspector.

 

The duties of such inspectors shall include: determiningthe number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum,the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challengesand questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determiningthe result and such acts as may be proper to conduct the election or vote with fairness to all shareholders.

 

**ARTICLE III - DIRECTORS**

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Section 1. Powers. Subject to limitations of the Articlesof Incorporation, of the Bylaws and of the laws of the State of Nevada as to action to be authorized or approved by the shareholders,and subject to the duties of directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authorityof, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such generalpower, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers,to-wit:

 

First: To select and remove all officers, agents and employeesof the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporationor the Bylaws, fix their compensation and require from them security for faithful service.

 

Second: To conduct, manage and control the affairs and businessof the Corporation, and to make such rules and regulations therefore not inconsistent with law, or with the Articles of Incorporationor the Bylaws, as they may deem best.

 

Third: To change the principal office for the transactionof the business of the Corporation from one location to another within the same county as provided in Article I, Section 1, hereof;to designate any place within or without the State of Louisiana for the holding of any shareholders’ meeting or meetings;and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of suchseal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificatesshall at all times comply with the provisions of law.

 

  

Fourth: To authorize the issue of shares of stock of theCorporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or services actuallyrendered, debts or securities cancelled, or tangible or intangible property actually received, or in the case of shares issuedas a dividend against amounts transferred from surplus to stated capital.

 

Fifth: To borrow money and incur indebtedness for the purposeof the Corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures,deeds of trust, mortgages, pledges, hypothecation or other evidences of debt and securities therefor.

 

Section 2. Number. Election and Term of Office. The numberof directors which shall constitute the whole Board shall be not less than one (1). The shareholders at any annual meeting maydetermine the number which shall constitute the Board and the number so determined shall remain fixed until changed at a subsequentannual meeting. The directors shall be elected at each annual meeting of the shareholders; however, if any such annual meetingis not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders heldfor that purpose. All directors shall hold office until their respective successors are elected.

 

Section 3. Qualification. A director need not be a shareholderof the Corporation.

 

Section 4. Vacancies. Vacancies in the Board of Directorsmay be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and eachdirector so elected shall hold office until his successor is elected at an annual or a special meeting of the shareholders.

 

A vacancy or vacancies in the Board of Directors shall bedeemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased,or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, toelect the full authorized number of directors to be voted for at that meeting.

 

The shareholders may elect a director or directors at anytime to fill any vacancy or vacancies not filled by the directors.

 

No reduction of the authorized number of directors shallhave the effect of removing any director prior to the expiration of his term of office.

 

Section 5. Resignations. Any director may resign at any timeby giving written notice of his resignation to the Board or Chairman of the Board or the CEO or the Secretary. Any such resignationshall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein,immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary tomake it effective. If the Board of Directors accepts the resignation of a director rendered to take effect at a future time, theBoard, including the director who has tendered his resignation, shall have power to elect a successor to take office when the resignationis to become effective.

 

  

Section 6. Removal. The entire Board of Directors or anyindividual director may be removed from office with or without cause by vote of shareholders holding a majority of the outstandingshares entitled to vote at any annual or special meeting of shareholders. In case the entire Board or any one or more directorsbe so removed, new directors may be elected at the same meeting of shareholders.

 

Section 7. When Board May Declare Vacancies. The Board ofDirectors shall declare vacant the office of a director if he be declared of unsound mind by an order of court or convicted ofa felony, or may do so within sixty (60) days after notice of his election if he does not attend a meeting of the Board of Directors.

 

Section 8. Place of Meeting. Regular meetings of the Boardof Directors shall be held at any place within or without the State of Nevada which has been designated from time to time by resolutionof the Board or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be heldat the principal office of the Corporation. Special meetings of the Board may be held either at a place so designated, at the principaloffice or electronically.

 

Section 9. Regular Meetings. A regular annual meeting ofthe Board of Directors for the purpose of election of officers of the Corporation and the transaction of any other business comingbefore such meeting shall be held each year immediately following the adjournment of the annual shareholders’ meeting, ifsuch meeting is held, and no notice of such meeting to the elected director shall be necessary in order to legally constitute themeeting, provided a majority of the whole Board shall be present. If a majority of the Board shall not be present, then such regularannual meeting may be held at such time as shall be fixed by the consent, in writing, of all of the directors. Other regular meetingsof the Board may be held without notice at such time as shall from time to time be determined by the Board.

 

Section 10. Special Meetings. Special meetings of the Boardof Directors for any purpose or purposes shall be called at any time by the Chief Executive Officer or, if he is absent or unableto act, by the President or by any two directors. No business shall be considered at any special meeting other than the purposesmentioned in the notice given to each director of the meeting, except upon the unanimous consent of all directors.

 

Section 11. Notice of Special Meetings. Written or electronicnotice of the time, place and the purposes of all special meetings shall be delivered personally to each director or sent to eachdirector by mail or by other form of communication, charges prepaid, addressed to him at his address as shown on the records ofthe Corporation or, if it is not so shown on the records or is not readily ascertainable, at the place where meetings of the directorsare regularly held. In case such notice is mailed, it shall be deposited in the United States Mail in the place in which the principaloffice of the Corporation is located at least five (5) days prior to the time of the holding of the meeting. In case such noticeis delivered electronically as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of theholding of the meeting. Such mailing, or electronic delivery as above provided shall be due, legal and personal notice to suchdirector.

 

  

Section 12. Waiver of Notice. Any actions taken or approvedat any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken or approvedat a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each ofthe directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof.All such waivers, consents or approvals shall be filed with the corporate record or made a part of the minutes of the meeting.If a director does no receive notice of a meeting, but attends and participates in the meeting, he shall be deemed to have waivednotice of the meeting.

 

Section 13. Quorum. At all meetings of the Board, a quorumshall consist of a majority of the entire number of directors and the acts of a majority of the directors present at a meetingat which a quorum is present shall be the acts of the Board of Directors except as may be otherwise specifically provided by statuteor by the Articles of Incorporation or by these Bylaws and except to adjourn as hereinafter provided. When the Board consists ofone director, then one director shall constitute a quorum.

 

Section 14. Adjournment. A quorum of the directors may adjournany directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum at eithera regular or special meeting, the directors may adjourn to a later date but may not transact any business until a quorum has beensecured. At any adjourned meeting at which a required number of directors shall be present, any business may be transacted whichmight have been transacted at the meeting as originally notified.

 

Section 15. Notice of Adjournment. Notice of the time andplace of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

 

Section 16. Fees and Compensation, Directors and membersof committees may receive such compensation, if any, for their services, and such reimbursement for expenses as may be fixed ordetermined by resolution of the Board.

 

Section 17. Manifestation of Dissent. A director of the Corporationwho is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to haveassented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his writtendissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or unless such directorshall forward his dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.Such right to dissent shall not apply to a director who votes in favor of such action.

 

Section 18. Action without Meeting. Any action required orpermitted to be taken at a meeting of the directors may be taken without a meeting if all members of the Board shall individuallyor collectively consent to such action by signing a written record or memorandum thereof. Such record or memorandum shall havethe same effect as a unanimous vote of the Board of Directors and shall be filed with the Secretary of the Corporation and madea part of the corporate records.

 

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**ARTICLE IV**- **COMMITTEES**

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Section 1. Designation. The Board of Directors may, by resolutionpassed by a three- fifths vote of the whole Board, designate one or more committees, each committee to consist of one or more ofthe directors of the Corporation, which to the extent provided in the resolution and permitted by law shall have and may exercisethe powers of the Board of Directors in the management of the business and affairs of the Corporation, except where action of theBoard of Directors is required by law, and may authorize the seal of the Corporation to be affixed to all papers which may requireit. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted bythe Board of Directors.

 

Section 2. Meetings. Each committee shall meet at such timesas may be fixed by the committee or on the call of the CEO. Notice of the time and place of the meeting shall be given to eachmember of the committee in the manner provided for the giving of notice to members of the Board of Directors of the time and placeof special meetings of the Board of Directors. Each committee shall keep regular minutes of its proceedings which shall be reportedto the directors at their next annual meeting.

 

Section 3. Quorum and Voting. A majority of the members ofa committee shall constitute a quorum for the transaction of business. The act of three fifths of the members of the committeepresent *it*a meeting at which a quorum is present shall be the act of the committee. In the absence or disqualificationof a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or nothe or they constitute a quorum, may unanimously appoint any such absent or disqualified member. At all meetings of a committee,each member present shall have one (1) vote which shall be cast by him in person.

 

Section 4. Waiver of Notice. Any actions taken or approvedat any meeting of a committee, however called and notice or wherever held, shall be as valid as though had at a meeting duly heldafter regular call and notice, if a quorum be present and if, either before or after the meeting, each of the members not presentsigns a written waiver of notice or a consent to holding such meetings or at approval of the minutes thereof.

 

Section 5. Removal. The entire committee or any individualmember thereof may be removed from the committee with or without cause by unanimous vote of the Board of Directors.

 

Section 6. Vacancies. Notwithstanding Section 4 above, theBoard of Directors shall fill all vacancies in a committee which may occur from time to time. An absence from a meeting does notconstitute a “vacancy” as the term is used herein.

 

Section 7. Action without Meeting. Any action which mightbe taken at a meeting of the committee may be taken without a meeting if a record or memorandum thereof be made in writing andsigned by all members of the committee.

 

 

**ARTICLE V - OFFICERS**

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Section 1. Officers. Unless otherwise stated in a resolutionadopted by the Board of Directors, the officers of the Corporation shall be a Chief Executive Officer, President, Chief FinancialOfficer, and a Secretary. The Corporation may also have, at the discretion of the Board of Directors, 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 maybe appointed in accordance with the provisions of Section 3 of this Article. One person may hold two or more offices; provided,however, that no person shall at the same time hold the offices of President and Secretary or the offices of the President andVice President.

 

Section 2. Election. The officers of the Corporation, exceptsuch officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosenby the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified toserve, or his successor shall be elected and qualified.

 

Section 3. Subordinate Officers. The Board of Directors mayappoint, and may empower the CEO to appoint, such other officers as the business of the Corporation may require, each of whom shallhold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directorsmay from time to time determine.

 

Section 4. Removal and Resignation. Any officer may be removed,either with or without cause, by the Board of Directors, at any regular or special meeting thereof, or, except in case of any officerchosen by the Board of Directors, by any officer upon whom such power of removal, may be conferred by the Board of Directors.

 

Any officer may resign at any time by giving written noticeto the Board of Directors, or to the CEO, or to the Secretary of the Corporation. Any such resignation shall take effect at thedate of the receipt of such notice or at any alternate time specified therein; and, unless otherwise specified therein, the acceptanceof such resignation shall not be necessary to make it effective.

 

Section 5. Vacancies. A vacancy in an office because of death,resignation, removal disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointmentsto such office.

 

Section 6. Chairman of the Board. The Chairman of the Board,if there shall be such an officer, shall if present, preside at all meetings of the Board of Directors and exercise and performall other powers and duties as may be from time to time assigned to him by the Board of Director: or prescribed by the Bylaws.

 

Section 7. Chief Executive Officer. Subject to such powersand duties, if any, as may be assigned by the Board of Directors to the Chairman of the Board, if there be such an officer, shall,subject to the control of the Board of Directors, have general supervision, direction and control of the business and officersof the Corporation, including:

 

  

(a) He shall preside at all meetings of the shareholdersand, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors.

 

(b) He shall sign or countersign, as may be necessary, allsuch bills, notes, checks, contracts and other instruments as may pertain to the ordinary course of the Corporation’s businessand shall, with the Secretary, sign the minutes of all shareholder’ and directors’ meetings over which he may havepresided.

 

(c) He shall execute bonds, mortgages and other contractsrequiring a seal under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executedand except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officeror agent of the Corporation.

 

(d) At the annual meeting of the shareholders, he shall submita complete report of the operations of the Corporation’s affairs as existing at the close of each year and shall report tothe Board of Directors from time to time all such matters coming to his attention and relating to the interest of the Corporationas should be brought to the attention of the Board.

 

(e) He shall be an ex officio member of all standing committees,if any; and he shall have such usual powers and duties of supervision and management as may pertain to the office of the Presidentand shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

 

Section 8. President. The President shall be the executiveofficer of the Corporation next in authority to the Chairman of the Board and the CEO, both of whom he shall assist in the managementof the business of the Corporation and the implementation of orders and resolutions of the Board of Directors. In the absence ofthe Chairman of the Board and the CEO, he shall preside at all meetings of the shareholders and of the directors, and shall exerciseall other powers and perform all other duties of the Chairman of the Board and the CEO; he shall be ex officio a member of allstanding committees; and he shall perform such other duties as the Board of Directors may from time to time prescribe.

 

Section 9. Vice President. In the absence or disability ofthe CEO, the President, the Vice President designated by the Board of Directors, shall perform all the duties of the CEO and, whenso acting, shall have all the powers of, and be subject to all the restrictions upon, the CEO. The President shall have such otherpowers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors orthe Bylaws.

 

Section 10. Secretary. The Secretary shall keep or causeto be kept, at the principal office of the Corporation or such other place as the Board of Directors may order, a book of minutesof all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and, if special,how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares presentor represented at shareholders’ meetings, and the proceedings thereof.

 

  

The Secretary shall keep, or cause to be kept, at the principaloffice of the Corporation or at the office of the Corporation’s transfer agent, a share ledger, showing the names of theshareholders and their addresses, the number of classes of shares held by each, the number and date of certificates issued forthe same, and the number and date of cancellation of every certificate surrendered for cancellation.

 

The Secretary shall give, or cause to be given, notice ofall meetings of the shareholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keepthe seal of the Corporation in safe custody. The Secretary shall also sign, with the CEO or President, all contracts, deeds, licensesand other instruments when so ordered. The Secretary shall make such reports to the Board of Directors as they may request andshall also prepare such reports and statements as are required by the laws of the State of Nevada and shall perform such otherduties as may be prescribed by the Board of Directors or by the Bylaws.

 

The Secretary shall allow any shareholder, on application,during normal business hours, to inspect the share ledger. He shall attend to such correspondence and perform such other dutiesas may be incidental to his office or as may be properly assigned to him by the Board of Directors. The Assistant Secretary orSecretaries shall perform the duties of the Secretary in the case of his absence or disability and such other duties as may bespecified by the Board of Directors.

 

Section 11. Chief Financial Officer (“CFO”). TheCFO shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactionsof the Corporation, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus andshares. The books of account shall at all reasonable times be open to inspection by a director.

 

The CFO shall deposit all monies and other valuables in thename and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. She shall disbursethe funds of the Corporation as may be ordered by the Board of Directors, shall render to the CEO and directors, whenever theyrequest it, an account of all of his transactions as CFO and of the financial condition of the Corporation, and shall have suchother powers and perform such other duties as may be prescribed by the Board of Directors.

 

The Assistant Treasurer or Treasurers shall perform the dutiesof the CFO in the event of his absence or disability and such other duties as the Board of Directors may determine.

 

Section 12. Delegation of Duties. In case of the absenceor disability of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Boardof Directors may, by a vote of a majority of the whole Board, delegate for the time being, the powers or duties or any of them,of such officer to any other officer or to any directors.

 

  

**ARTICLE VI - SHARES OF STOCK**

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Section 1. Certificates of Stock. A certificate or certificatesfor shares of the capital stock of the Corporation shall be issued to each shareholder when any such shares are fully paid, showingthe number of the shares of the Corporation standing on the books in his name. All such certificates shall be signed by the CEOor President and the Secretary or an Assistant Secretary, or be authenticated by facsimiles of the signatures of the CEO and Secretaryor by a facsimile of the signature of the CEO and the written signature of the Secretary or an Assistant Secretary. Every certificateauthenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk and registered by an incorporatedbank or trust company as registrar of transfer. Such certificates shall also be numbered and sealed with the seal of the Corporation.Such seal may be a facsimile, engraved or imprinted.

 

Section 2. Record of Shareholders: Transfer of Shares. Thereshall be kept at the registered office of the Corporation in the State of Nevada a record containing the names and addresses ofall shareholders of the Corporation, the number and class of shares held by each and the dates when they respectively became theowners of record thereof; provided, however, that the foregoing shall not be required if the Corporation shall keep at its registeredoffice the address, including street number, if any, of the custodian of such record. Duplicate lists may be kept in such otherstate or states as may, from time to time, be determined by the Board. Transfers of stock of the Corporation shall be made on thebooks of the Corporation only upon authorization by the registered holder thereof or by his attorney lawfully constituted in writingand on surrender and cancellation of a certificate or certificates for a like number of shares of the same class properly endorsedor accompanied by a duly executed stock transfer power and payment of all taxes thereon, with such proof of authenticity of thesignatures as the Corporation or its transfer agents may reasonably require.

 

Section 3. Record Date and Closing Stock Books. The Boardof Directors may fix a time as a record date for the determination of the shareholders entitled to notice of and to vote at anymeeting of shareholders or entitled to receive any dividend or distribution, or any allotment of right, or to exercise rights inrespect to any change, conversion, or exchange of shares. The record date so fixed shall be not more than sixty (60) days nor lessthan ten (10) days prior to the date of the meeting or event for the purposes of which it is fixed. When a record date is so fixed,only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive a dividend, distribution,or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the booksof the Corporation after the record date.

 

Section 4. Registered Shareholders. The Corporation shallbe entitled to recognize the holder of record of any share or shares of stock as the exclusive owner thereof for all purposes,and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of anyother person, whether or not it shall have the express or other notice thereof, except as otherwise provided by law.

 

Section 5. Lost Certificates. Except as hereinafter in thissection provided, no one certificate for shares shall be issued in lieu of an old one unless the latter is surrendered and cancelledat the same time. The Board of Directors may, however, in case any certificate for shares is lost, stolen, mutilated or destroyed,authorize the issuance of a new certificate in lieu thereof, upon such terms and conditions including indemnification of the Corporationreasonably satisfactory to it, as the Board shall determine.

 

  

Section 6. Regulations; Appointment of Transfer Agents andTransfer Agents and Registrars. The Board may make such rules and regulations as it may deem expedient concerning the issuance,transfer and registration of certificates for shares of stock. It may appoint one or more transfer agents or registrars of transfer,or both, and may require all certificates of stock to bear the signature of either or both.

 

Section 7. Treasury Shares. Treasury shares, or other sharesnot at the time issued and outstanding, shall not, directly or indirectly, be voted at any meeting of the shareholders, or countedin calculating the actual voting power of shareholders at any given time.

 

Section 8. Fractional Shares. Certificates of fractionalshares of stock may be issued at the discretion of the Board of Directors. The registered ownership of any fractional share representedby such certificate or certificates shall entitle the holder thereof to receive dividends, participate in the corporate assetsin the event of liquidation of the Corporation and to exercise voting rights in person or by proxy.

 

**ARTICLE VII - EXECUTION OF INSTRUMENTS**

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Section 1. Contracts. The Board or any authorized committeemay authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver in the name and onbehalf of the Corporation any contract or other instrument, except certificates representing shares of stock of the Corporation,and such authority may be general or may be confined to specific instances.

 

Section 2. Checks and Drafts. All checks, drafts or otherorders for the payment of money, notes, acceptances or other evidences of indebtedness issued by or in the name of the Corporationshall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined fromtime to time by resolution of the Board.

 

Section 3. Deposits: Bank Accounts. All funds of theCorporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trustcompanies or other depositories as the Board may from time to time designate or as may be designated by an officer orofficers of the Corporation to whom such power of designation may from time to time be delegated by the Board. The Board maymake such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of theseBylaws, as it may deem expedient. Unless otherwise provided by resolution of the Board, endorsements for deposit to thecredit of the Corporation in any of its duly authorized depositories may be made by hand-stamped legend in the name of theCorporation or by written endorsement of any officer without counter signature.

 

Section 4. Loans. No loans shall be contracted on behalfof the Corporation unless authorized by the Board, but when so authorized, unless a particular officer or agent is directed tonegotiate the same, may be negotiated, up to the amount so authorized, by the CEO or President or the Treasurer; and such officersare hereby severally authorized to execute and deliver in the name and on behalf of the Corporation notes or other evidences ofindebtedness countersigned by the CEO or President for the amount of such loans and to give security for the payment of any andall loans, advances and indebtedness by hypothecating, pledging or transferring any part or all of the property of the Corporation,real or personal, at any time owned by the Corporation.

 

  

Section 5. Sale or Transfer of Securities Held by the Corporation.Stock certificates, bonds or other securities at any time owned by the Corporation may be held on behalf of the Corporation orsold, transferred or otherwise disposed of pursuant to authorization by the Board, or of any committee thereunto duly authorized,and when so authorized to be sold, transferred or otherwise disposed of, may be transferred from the name of the Corporation bythe signature of the CEO or President and the CFO or an Assistant Treasurer or the Secretary or an Assistant Secretary.

 

**SECTION VIII - MISCELLANEOUS**

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Section 1. Fiscal Year. The fiscal year of the Corporationshall be determined by the Board.

 

Section 2. Seal. The corporate seal shall have inscribedthereon the name of the Corporation, the words “Corporate Seal” and the name of the state under the laws of which theCorporation exists.

 

Section 3. Annual Report. The Board of Directors shall notbe required to send to shareholders an annual report of this Corporation.

 

Section 4. Inspection of Corporation Records. The share ledgeror duplicate share ledger, the books of account, copy of the Bylaws, as amended, certified by the Secretary, and minutes of proceedingsof the shareholders and directors and of any committee of the Board of Directors shall be open for inspection upon the writtendemand of any shareholder or holder of a voting trust certificate, during the usual hours for business, and for a purpose reasonablyrelated to his interests as a shareholder or as the holder of a voting trust certificate and shall be exhibited at any time whenrequired by the den and of ten percent (10%) of the shares represented at any shareholders’ meeting. Such inspection maybe made in person or by an agent or attorney and shall include the right to make extracts. Demand of inspection other than at ashareholders’ meeting shall be made in writing, under oath, upon the CEO, Secretary or Assistant Secretary of the Corporationat the Corporation’s registered or principal office. In every instance where an attorney or other agent shall be the personwho seeks the right to inspection, the demand under oath shall be accompanied by a Power of Attorney or such other writing whichauthorizes the attorney or other agent to so act on behalf of the shareholder.

 

Section 5. Dividends. Dividends upon the shares of the capitalstock of the Corporation may be declared and paid out of surplus or, if there is no surplus, out of net profits of the Corporation,to the extent permitted by the laws of the State of Nevada, by the Board of Directors in their discretion at any regular or specialmeeting. Dividends may be paid in cash, in property, or in shares of capital stock.

 

Before payment of any dividend, there may be set aside outof the funds of the Corporation available for dividends such sum or sums as the directors may from time to time, in their absolutediscretion, think proper as a reserve fund to meet contingencies, for equalizing dividends, or for repairing or maintaining anyproperty of the Corporation, or for such other purposes as the directors think conductive to the interests of the Corporation,and the directors may modify or abolish any such reserve in the manner in which it was created.

 

 

 **ARTICLE IX - NOTICES**

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Section 1. Form of Notices. Whenever, under the provisionsof these Bylaws, notice is required to be given to any director, officer or shareholder, it shall not be construed to mean personalnotice, but such notice may be given electronically, in writing, by mail, by depositing the same in the United States Mail, ina postpaid sealed wrapper, addressed to such director, officer or shareholder at such address as appears on the books of the Corporation,or, in default of other address, to such director, officer or shareholder at the general post office in the city where the Corporation’sprincipal office is located, and such notice shall be deemed to be given at the time when the same shall be thus mailed.

 

Section 2. Waiver of Notice. Any shareholder, director orofficer may waive a notice required to be given under these Bylaws by a written waiver signed by the person, or persons, entitledto such notice, whether before or after the time stated therein, and such waiver shall be deemed equivalent to the actual givingof such notice.

 

**ARTICLE X - AMENDMENTS**

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Section 1. Who May Amend. These Bylaws may be amended, altered,changed or repealed by the affirmative vote of a majority of the shares issued and outstanding, and entitled to vote thereat, atany regular or special meeting of the shareholders if notice of the proposed amendment, alteration, change or repeal be containedin the notice of the meeting, or by the affirmative vote of the majority of the Board of Directors at any regular or special meetingof the Board of Directors; provided, however, that the Board of Directors shall have no power to adopt, amend or alter any Bylawsfixing their number, qualifications, classifications, term of office or the right of the shareholders to remove them from office.

 

**ARTICLE XI - INDEMNIFICATION**

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Section 1. Indemnification: Actions Other Than by the Corporation.The Corporation shall have the power to indemnify any person who was or is a party or 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 actionby 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 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 paidin settlement) actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in goodfaith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respectto any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful. The termination of any action,suit or proceedings by judgment, order, settlement, 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 inor not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonablecause to believe that his conduct was unlawful.

 

  

Section 2. Indemnification: Actions by the Corporation. TheCorporation shall have the power to 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 factthat he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporationas a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise againstexpenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlementof 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 interestsof the Corporation and expect that no indemnification shall be made in respect of any claim, issue or matter as to which such personshall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation, unless andonly to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudicationof liability but in view of all the circumstances of the case, such person is fairly and reasonable entitled to indemnify for suchexpenses which such court shall deem proper.

 

Section 3. Right to Indemnification. To the extent that anypresent or former director, officer and employee and any person who is or was serving at the request of the Corporation as a director,officer or employee of another corporation, partnership, joint venture, trust or other enterprise, or any agent of the Corporationor any person who is or was serving at the request of the Corporation as an agent of another corporation, partnership, joint venture,trust or other enterprise, has been successful on the merits or otherwise in defense of any action, suit or proceeding , or indefense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actuallyand reasonably incurred by him in connection therewith.

 

Section 4. Authorization of Indemnification. Any indemnification(unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination thatindemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standardof conduct . Such determination shall be made: by the Board of Directors by a majority vote of a quorum consisting of directorswho were not parties to such action, suit or proceeding; or if such quorum is not obtainable, or, even if obtainable a quorum ofdisinterested directors so directs, by independent legal counsel in a written opinion; or by the shareholders.

 

Section 5. Advance Indemnification. Expenses incurred byan officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance ofthe final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receiptof an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined thathe is entitled to be indemnified by the Corporation as authorized. Such expenses incurred by other employees and agents may beso paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

 

Section 6. Non-Exclusive Indemnification. The indemnificationshall 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 his official capacity and as to action in anothercapacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agentand shall inure to the benefit of the heirs, executors and administrators of such a person.

 

  

Section 7. Insurance. The Corporation shall have power topurchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation,or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnershipjoint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, orarising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liabilitySection 8. Constituent Corporation. For the purposes of this Article, references to “the Corporation” include all constituentcorporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who isor was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituentcorporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseshall stand in the same position with respect to the resulting or surviving corporation in the same capacity.

 

**CERTIFICATE OF SECRETARY**

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The undersigned, being the duly elected and acting Secretaryof the Corporation, hereby certifies that the foregoing Bylaws, were approved by the directors of this Corporation.

 

Dated this 12th day of April, 2013.

 

 

 

 

Approved by Unanimous Vote of the Board of Directors on 4/12/2013.