EXHIBIT 3.2




AMENDED
AND RESTATED
 BYLAWS
OF
 BELVEDERE
SOCAL
 A
California Corporation
 (effective
as of June 16, 2008)
 
 ARTICLE
I
 OFFICES
  1.1           Principal Offices.
The board of directors shall fix the location of the principal executive office
of the corporation at any place within or outside the State of California. If
the principal executive office is located outside of California, and the
corporation has one or more business offices in California, the board of
directors shall fix and designate a principal business office in the State of
California.
  1.2           Other
Offices. The board of directors may at any time establish branch or
subordinate offices at any place or places where the corporation is qualified to
do business.
 
 ARTICLE
II
 MEETINGS
OF SHAREHOLDERS
  2.1           Place of Meetings.
Meetings of shareholders shall be held at any place within or outside the State
of California designated by the board of directors. In the absence of any such
designation, shareholders' meetings shall be held at the principal executive
office of the corporation.
  2.2           Annual Meeting. The
annual meeting of shareholders shall be held each year on a date and at a time
designated by the board of directors. The date so designated shall be within
fifteen (15) months after the last annual meeting. At the annual meeting,
directors shall be elected, and any other proper business may be
transacted.
  2.3           Special Meeting. A
special meeting of the shareholders may be called at any time by the board of
directors, or by the chairman of the board, or by the president, or by one or
more shareholders holding shares in the aggregate entitled to cast not less than
10% of the votes at that meeting. If a special meeting is called by any person
or persons other than the board of directors, the request shall be in writing,
specifying the time of such meeting and the general nature of the business
proposed to be transacted, and shall be delivered personally or sent by
registered mail or by telegraphic or other facsimile transmission to the
chairman of the board, the president, or the secretary of the corporation. The
officer receiving the request shall cause notice to be promptly given to the
shareholders entitled to vote, in accordance with the provisions of Sections 2.4
and 2.5 of this Article II, that a meeting will be held at the time requested by
the person or persons calling the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. If the notice is not
given within twenty (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice.
  1
  Nothing
contained in this Section 2.3 shall be construed as limiting, fixing or
affecting the time when a meeting of shareholders called by action of the board
of directors may be held.
  2.4           Notice of Shareholders'
Meetings. All notices of meetings of shareholders shall be sent or
otherwise given in accordance with Section 2.5 of this Article II not less than
ten (10) nor more than sixty (60) days before the date of the meeting.
Shareholders entitled to notice shall be determined in accordance with Section
2.11 of this Article II. The notice shall specify the place, date and hour of
the meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of the annual meeting, those
matters which the board of directors, at the time of giving the notice, intends
to present for action by the shareholders. The notice of any meeting at which
directors are to be elected shall include the name of any nominee or nominees
whom, at the time of the notice, management intends to present for
election.
  If the
action is proposed to be taken at any meeting for (i) approval of a contract or
transaction in which a director has a direct or indirect financial interest,
pursuant to Section 310 of the Corporations Code of California, (ii) an
amendment of the articles of incorporation, pursuant to Section 902 of that
Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of
that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of that Code, or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, pursuant to Section 2007 of
that Code, the notice shall also state the general nature of that
proposal.
  2.5           Manner of Giving Notice:
Affidavit of Notice. Notice of any meeting of shareholders shall be given
either personally or by first-class or telegraphic or other written
communication, charges prepaid, addressed to the shareholder at the address of
that shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice. If no such address
appears on the corporation's books or is given, notice shall be deemed to have
been given if sent to that shareholder by first-class mail or telegraphic or
other written communication to the corporation's principal executive office, or
if published at least once in a newspaper of general circulation in the county
where that office is located. Notice shall be deemed to have been given at the
time when delivered personally or deposited in the mail or sent by telegram or
other means of written communication.
  If any
notice addressed to a shareholder at the address of that shareholder appearing
on the books of the corporation is returned to the corporation by the United
States Postal Service marked to indicate that the United States Postal Service
is unable to deliver the notice to the shareholder at that address, all future
notices or reports shall be deemed to have been duly given without further
mailing if these shall be available to the shareholder on written demand of the
shareholder at the principal executive office of the corporation for a period of
one year from the date of the giving of the notice. An affidavit of the mailing
or other means of giving any notice of any shareholders' meeting shall be
executed by the secretary, assistant secretary, or any transfer agent of the
corporation giving the notice, and shall be filed and maintained in the minute
book of the corporation.
  2
  2.6           Quorum. The presence
in person or by proxy of the holders of a majority of the shares entitled to
vote at any meeting of shareholders shall constitute a quorum for the
transaction of business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum unless the vote
of a greater number of shares is required by California General Corporation Law
or by the articles of incorporation.
  2.7
Adjourned Meeting:
Notice. Any shareholders' meeting, annual or special, whether or not a
quorum is present, may be adjourned from time to time by the vote of the
majority of the shares represented at that meeting, either in person or by
proxy, but in the absence of a quorum, no other business may be transacted at
that meeting, except as provided in Section 2.6 of this Article II.
  When any
meeting of shareholders, either annual or special, is adjourned to another time
or place, notice need not be given of the adjourned meeting if the time and
place are announced at a meeting at which the adjournment is taken, unless a new
record date for the adjourned meeting is fixed, or unless the adjournment is for
more than forty-five (45) days from the date set for the original meeting, in
which case the board of directors shall set a new record date. Notice of any
such adjourned meeting shall be given to each shareholder of record entitled to
vote at the adjourned meeting in accordance with the provisions of Sections 2.4
and 2.5 of this Article II. At any adjourned meeting the corporation may
transact any business which might have been transacted at the original
meeting.
  2.8
Voting. The
shareholders entitled to vote at any meeting of shareholders shall be determined
in accordance with the provisions of Section 2.11 of this Article II, subject to
the provisions of Sections 702 to 704, inclusive, of the Corporations Code of
California (relating to voting shares held by a fiduciary, in the name of a
corporation, or in joint ownership). The shareholders' vote may be by voice or
by ballot; provided, however, that any election for directors must be by ballot
if demanded by any shareholder before the voting has begun. On any matter other
than elections of directors, any shareholder may vote part of the shares in
favor of the proposal and refrain from voting the remaining shares or vote them
against the proposal, but, if the shareholder fails to specify the number of
shares which the shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect to all shares
that the shareholder is entitled to vote. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on any matter (other than the election of directors) shall be
the act of the shareholders, unless the vote of a greater number of shares is
required by California General Corporation Law or by the articles of
incorporation.
  3
  At a
shareholders' meeting at which directors are to be elected, no shareholder shall
be entitled to cumulate votes (i.e., cast for any one or more candidates a
number of votes greater than the number of the shareholder's shares) unless the
candidates' names have been placed in nomination prior to commencement of the
voting and a shareholder has given notice prior to commencement of the voting of
the shareholder's intention to cumulate votes. If any shareholder has given such
a notice, then every shareholder entitled to vote may cumulate votes for
candidates in nomination and give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of votes to which
that shareholder's shares are entitled, or distribute the shareholder's votes on
the same principle among any or all of the candidates, as the shareholder thinks
fit. The candidates receiving the highest number of votes, up to the number of
directors to be elected shall be elected.
  2.9           Waiver of Notice or Consent
by Absent Shareholders. The transactions of any meeting of shareholders,
either annual or special, however called and noticed, and wherever held, shall
be as valid as though had at a meeting duly held 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 person entitled to vote, who was not present in person
or by proxy, signs a written waiver of notice or a consent to a holding of the
meeting, or an approval of the minutes. The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any annual or
special meeting of shareholders, except that if action is taken or proposed to
be taken for approval of any of those matters specified in Section 601(f) of the
California Corporations Code, the waiver of notice or consent shall state the
general nature of the proposal. All such waivers, consents or approvals shall be
filed with the corporate records or made a part of the minutes of the
meeting.
  Attendance
by a person at a meeting shall also constitute a waiver of notice of that
meeting, except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters not included in the notice of the
meeting if that objection is expressly made at the meeting.
  2.10
Shareholder Action by
Written Consent Without a Meeting. Any action which may be taken at any
annual or special meeting of shareholders may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take that action
at a meeting at which all shares entitled to vote on that action were present
and voted. In the case of election of directors, such a consent shall be
effective only if signed by the holders of all outstanding shares entitled to
vote for the election of directors; provided, except as otherwise provided
herein in Section 3.4, a director may be elected at any time to fill a vacancy
on the board of directors that has not been filled by the directors, by the
written consent of the holders of a majority of the outstanding shares entitled
to vote for the election of directors. All such consents shall be filed with the
secretary of the corporation and shall be maintained in the corporate records.
Any shareholder giving a written consent, or the shareholder's proxy holders, or
a transferee of the shares or a personal representative of the shareholder or
their respective proxy holders, may revoke the consent by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the
secretary.
  4
  If the
consents of all shareholders entitled to vote have not been solicited in
writing, and if the unanimous written consent of all such shareholders shall not
have been received, the secretary shall give prompt notice of the corporate
action approved by the shareholders without a meeting. This notice shall be
given in the manner specified in Section 2.5 of this Article II. In the case of
approval of (i) contracts or transactions in which a director has a direct or
indirect financial interest, pursuant to Section 310 of the Corporations Code of
California, (ii) indemnification of agents of the corporation, pursuant to
Section 317 of that Code. (iii) a reorganization of the corporation, pursuant to
Section 1201 of that Code, and (iv) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares, pursuant to Section
2007 of that Code, the notice shall be given at least ten (10) days before the
consummation of any action authorized by that approval.
  2.11           Record Date for Shareholder
Notice, Voting, and Giving Consents.
  (a)           For
purposes of determining the shareholders entitled to notice of any meeting or to
vote or entitled to give written consent to corporate action without a meeting,
the board of directors may fix, in advance, a record date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
such meeting nor more than sixty (60) days before any such action without a
meeting, and in this event only shareholders of record on the date so fixed are
entitled to notice and to vote or to give consents, as the case may be
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the California General
Corporation Law.
  (b)           If
the board of directors does not so fix a record date:
  (i
)           The record
date for determining shareholders entitled to receive notice of and vote at a
shareholders' meeting shall be the business day next preceding the day on which
notice is given, or if notice is waived as provided in Section 2.9 of this
Article II, the business day next preceding the day on which the meeting is
held.
  (ii)           The
record date for determining shareholders entitled to give consent to corporate
action in writing without a meeting, if no prior action has been taken by the
board, shall be the day on which the first written consent is
given.
  (iii)           The
record date for determining shareholders for any other purpose shall be as set
forth in Section 8.1 of Article VIII of these bylaws.
  (c)           A
determination of shareholders of record entitled to receive notice of and vote
at a shareholders' meeting shall apply to any adjournment of the meeting unless
the board fixes a new record date for the adjourned meeting. However, the board
shall fix a new record date if the adjournment is to a date more than 45 days
after the date set for the original meeting.
  5
  (d)           Only
shareholders of record on the corporation's books at the close of business on
the record date shall be entitled to any of the notice and voting rights listed
in subsection (a) of this section, notwithstanding any transfer of shares on the
corporation's books after the record date, except as otherwise required by
law.
  2.12           Proxies. Every person
entitled to vote for directors or on any other matter shall have the right to do
so either in person or by one or more agents authorized by a written proxy
signed by the person and filed with the secretary of the corporation. A proxy
shall be deemed signed if the shareholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission, or otherwise) by the
shareholder or the shareholder's attorney in fact. A validly executed proxy
which does not state that it is irrevocable shall continue in full force and
effect unless (i) revoked by the person executing it, before the vote pursuant
to that proxy, by a writing delivered to the corporation stating that the proxy
is revoked, or by a subsequent proxy executed by, or attendance at the meeting
and voting in person by, the person executing the proxy; or (ii) written notice
of the death or incapacity of the maker of that proxy is received by the
corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of eleven (11) months
from the date of the proxy, unless otherwise provided in the proxy. The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Sections 705(e) and 705(f) of the Corporations
Code of California.
  2.13           Inspectors of
Election. Before any meeting of shareholders, the board of directors may
appoint any persons other than nominees for office to act as inspectors of
election at the meeting or its adjournment. If no inspectors of election are so
appointed, the chairman of the meeting may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of election at
the meeting. The number of inspectors shall be either one (1) or three (3). If
inspectors are appointed at a meeting on the request of one or more shareholders
or proxies, the holders of a majority of shares or their proxies present at the
meeting shall determine whether one (1) or three (3) inspectors are to be
appointed. If any person appointed as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may, and upon the request of any
shareholder or a shareholder's proxy shall appoint a person to till that
vacancy.
  These
inspectors shall:
  (a)           Determine
the number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity, and effect of proxies;
  (b)           Receive
votes, ballots or consents;
  (c)           Hear
and determine all challenges and questions in any way arising in connection with
the right to vote;
  (d)           Count
and tabulate all votes or consents;
  6
  (e)           Determine
when the polls shall close;
  (f)           Determine
the result; and
  (g)           Do
any other acts that may be proper to conduct the election or vote with fairness
to all shareholders.
  2.14           Nominations of
Directors. Nominations for election to the board of directors of the
corporation may be made by the board of directors or by any shareholder of the
corporation's stock entitled to vote for the election of directors. Nominations,
other than those made by or on behalf of the existing management of the
corporation, shall be made in writing and shall be delivered or mailed to the
president of the corporation not less than 14 days nor more than 50 days prior
to any meeting of shareholders called for the election of directors; provided, however,
that if less than 21 day's notice of the meeting is given to shareholders, such
nomination shall be mailed or delivered to the president of the corporation not
later than the close of business on the seventh day following the day on which
the notice of meeting was mailed. Such notification shall contain the following
information to the extent known by the notifying shareholder:
  (a)           The
name and address of each proposed nominee;
  (b)           The
principal occupation of each proposed nominee;
  (c)           The
total number of shares of common stock of the corporation that will be voted for
each proposed nominee;
  (d)           The
name and residence address of the notifying shareholder; and
  (e)           The
number of shares of common stock of the corporation owned by the notifying
shareholder.
  Nominations
by any shareholder not made in accordance herewith shall, in his/her discretion,
be disregarded by the chairman of the meeting, and upon his/her instructions,
the inspectors of election shall disregard all votes cast for each such
nominee.
 
 ARTICLE
III
 DIRECTORS
  3.1           Powers. Subject to
the provisions of the California General Corporation Law and any limitations in
the articles of incorporation and these bylaws relating to action required to be
approved by the shareholders or by the outstanding shares or by a greater number
of shares, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the board of
directors.
  Without
prejudice to these general powers, and subject to the same limitations, the
directors shall have the power to:
  7
  (a)           Change
the principal executive office or the principal business office in the State of
California from one location to another; cause the corporation to be qualified
to do business in any other state, territory, dependency, or country and conduct
business within or without the State of California, and designate any place
within or without the State of California for the holding of any shareholders'
meeting, or meetings, including annual meetings.
  (b)           Adopt,
make, and use a corporate seal, prescribe the forms of certificates of stock;
and alter the form of the seal and certificates.
  (c)           Authorize
the issuance of shares of stock of the corporation on any lawful terms, in
consideration of money paid, labor done, services actually rendered, debts or
securities canceled or tangible or intangible property actually
received.
  (d)           Borrow
money and incur indebtedness on behalf of the corporation, and cause to be
executed and delivered for the corporation's purposes, in the corporate name,
promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, and other evidences of debt and securities.
  3.2           Number of Directors.
The authorized number of directors shall not be less than five (5) nor more than
nine (9) until changed by a duly adopted amendment to this bylaw pursuant to
Section 9.1. The initial number of directors within the foregoing limits is
hereby fixed at five (5). The exact number of directors shall be fixed from time
to time, within the limits specified in this Section 3.2 by a bylaw or amendment
thereto or by a resolution duly adopted by a vote of a majority of the shares
entitled to vote represented at a duly held meeting at which a quorum is
present, or by the written consent of the holders of a majority of the
outstanding shares entitled to vote, or by the board of directors.
  3.3           Election and Term of Office
of Directors. Directors shall be elected at each annual meeting of the
shareholders to hold office until the next annual meeting. Each director,
including a director elected to fill a vacancy, shall hold office until the
expiration of the term for which elected and until a successor has been elected
and qualified.
  No
reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office
expires.
  3.4           Vacancies. A vacancy
in the board of directors shall be deemed to exist (a) if a director dies,
resigns, is disqualified or is removed by the shareholders or an appropriate
court, as provided in sections 303 or 304 of the California Corporations Code;
(b) if the board of directors declares vacant the office of a director who has
been convicted of a felony or declared of unsound mind by an order of court; (c)
if the authorized number of directors is increased; or (d) if at any
shareholders' meeting at which one or more directors are elected, the
shareholders fail to elect the full authorized number of directors to be voted
for at that meeting.
  Any
director may resign effective on giving written notice to the chairman of the
board, the president, the secretary, or the board of directors, unless the
notice specifies a later effective date. If the resignation is effective at a
future time, the board may elect a successor to take office when the resignation
becomes effective.
  8
  Except
for a vacancy caused by the removal of a director, vacancies on the board may be
filled by a majority vote of the directors then in office, whether or not they
constitute a quorum, or by a sole remaining director. A vacancy on the board
caused by the removal of a director may be filled only by a vote of the
shareholders, except that a vacancy created when the board declares the office
of a director vacant as provided in clause (b) of the first paragraph of this
section of the bylaws may be filled by the board of directors.
  The
shareholders may elect a director at any time to fill a vacancy not filled by
the board of directors.
  The term
of office of a director elected to fill a vacancy shall run until the next
annual meeting of the shareholders, and such a director shall hold office until
a successor is elected and qualified.
  3.5           Place of Meetings and
Meetings by Telephone. Regular meetings of the board of directors may be
held at any place within or outside the State of California that has been
designated from time to time by resolution of the board. In the absence of such
a designation, regular meetings shall be held at the principal executive office
of the corporation. Special meetings of the board shall be held at any place
within or outside the State of California that has been designated in the notice
of the meeting or, if not stated in the notice or there is no notice, at the
principal executive office of the corporation. Any meeting, regular or special,
may be held by conference telephone or similar communication equipment, so long
as all directors participating in the meeting can hear one another, and all such
directors shall be deemed to be present in person at the meeting.
  3.6           Annual Directors'
Meeting. Immediately after each annual shareholders' meeting, the board
of directors shall hold a regular meeting at the same place, or at any other
place that has been designated by the board of directors, to consider matters of
organization, election of officers, and other business as desired. Notice of
this meeting shall not be required unless some place other than the place of the
annual shareholders' meeting has been designated.
  3.7           Other Regular
Meetings. Other regular meetings of the board of directors shall be held
without call at such time as shall from time to time be fixed by the board of
directors. Such regular meetings may be held without notice.
  3.8           Special Meetings.
Special meetings of the board of directors for any purpose or purposes may be
called at any time by the chairman of the board or the president or the
secretary or any two directors.
  Notice of
the time and place of special meetings shall be delivered personally or by
telephone to each director or sent by first-class mail or telegram, charges
prepaid, addressed to each director at that director's address as it is shown on
the records of the corporation. In case the notice is mailed, it shall be
deposited in the United States Mail at least four (4) days before the time of
the holding of the meeting. In case the notice is delivered personally, or by
telephone or telegram, it shall be delivered personally or by telephone or to
the telegraph company at least forty-eight (48) hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose of the meeting nor
the place if the meeting is to be held at the principal executive office of the
corporation.
  9
  3.9           Quorum and Required
Vote. A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in Section
3.11 of this Article III. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present shall
be regarded as the act of the board of directors, subject to the provisions of
Section 310 of the Corporations Code of California (as to approval of contracts
or transactions in which a director has a direct or indirect material financial
interest), Section 311 of that Code (as to appointment of committees), and
Section 317(e) of that Code (as to indemnification of directors). A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for that meeting.
  3.10
Waiver of
Notice. Notice of a meeting, although otherwise required, need not be
given to any director who (a) either before or after the meeting signs a waiver
of notice or a consent to holding the meeting without being given notice, (b)
signs an approval of the minutes of the meeting, or (c) attends the meeting
without protesting the lack of notice before or at the beginning of the meeting.
Waivers of notice or consents need not specify the purpose of the meeting. All
waivers, consents, and approvals of the minutes shall be filed with the
corporate records or made a part of the minutes of the meeting.
  3.11           Adjournment. A
majority of the directors present, whether or not constituting a quorum, may
adjourn any meeting to another time and place.
  3.12           Notice of
Adjournment. Notice of the time and place of holding an adjourned meeting
need not be given, unless the meeting is adjourned for more than twenty-four
(24) hours, in which case notice of the time and place shall be given before the
time of the adjourned meeting, in the manner specified in Section 3.8 of this
Article III, to the directors who were not present at the time of the
adjournment.
  3.13           Action Without
Meeting. Any action required or permitted to be taken by the board of
directors may be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to that action. Such action by
written consent shall have the same force and effect as a unanimous vote of the
board of directors. Such written consent or consents shall be filed with the
minutes of the proceedings of the board.
  3.14           Fees and Compensation of
Directors. Directors and members of committees may receive such
compensation, if any, for their services, and such reimbursement of expenses, as
may be fixed or determined by resolution of the board of directors. This Section
3.14 shall not be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent, employee, or otherwise,
and receiving compensation for those services.
  10
  ARTICLE
IV
 COMMITTEES
 
  4.1           Committees of
Directors. Subject to the general oversight and authority of the full
board of directors, the board of directors shall establish, empower and maintain
the committees of the Board of Directors contemplated by this Article
IV.
  The board
of directors may, by resolution adopted by a majority of the authorized number
of directors, designate one or more additional committees, each consisting of
two or more directors, to serve at the pleasure of the board. The board may
designate one or more directors as alternate members of any committees, who may
replace any absent member at any meeting of the committee. Any committee, to the
extent provided in the resolution of the board or these bylaws, shall have all
the authority of the board, except with respect to:
  (i)           the
approval of any action which, under the General Corporation Law of California,
also requires shareholders' approval or approval of the outstanding
shares;
  (ii)           
the filling of vacancies on the board of directors or in any
committee;
  (iii)           the
fixing of compensation of the directors for serving on the board or on any
committee;
  (iv)           the
amendment or repeal of bylaws or the adoption of new bylaws;
  (v)           the
amendment or repeal of any resolution of the board of directors which by its
express terms is not so amendable or reparable;
  (vi)           a
distribution to the shareholders of the corporation, except at a rate or in a
periodic amount or within a price range determined by the board of directors;
or
  (vii)           the
appointment of any other committees of the board of directors or the members of
these committees.
  4.2           Meetings and Action of
Committees. Meetings and action of committees shall be governed by, and
held and taken in accordance with, the provisions of Article III of these
bylaws, Sections 3.5 (place of meetings), 3.7 (regular meetings), 3.8 (special
meetings and notice), 3.9 (quorum), 3.10 (waiver of notice), 3.11 (adjournment),
3.12 (notice of adjournment), and 3.13 (action without meeting), with such
changes in the context of those bylaws as are necessary to substitute the
committee and its members for the board of directors and its members, except
that the time of regular meetings of committees may be determined either by
resolution of the board of directors or by resolution of the committee; special
meetings of committees may also be called by resolution of the board of
directors; and notice of special meetings of committees shall also be given to
all alternate members, who shall have the right to attend all meetings of the
committee. The board of directors may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.
 
 11
 ARTICLE
V
 OFFICERS
 
  5.1           Officers. The
officers of the corporation shall be a chairman of the board, a president, a
secretary and a chief financial officer. The corporation may also have, at the
discretion of the board of directors, one or more vice presidents, one or more
assistant secretaries, one or more assistant treasurers, and such other officers
as may be appointed in accordance with the provisions of Section 5.3 of this
Article V. Any number of offices may be held by the same person.
  5.
2           Elections of
Officers. The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 5.3 or Section 5.5 of
this Article V, shall be chosen by the board of directors and each shall serve
at the pleasure of the board, subject to the rights, if any, of an officer under
any contract of employment.
  5.3           Subordinate Officers.
The board of directors hereby empowers the president to appoint such other
officers and employees as the business of the corporation may require, each of
whom shall hold office for such period, have such authority and perform such
duties as are provided in the bylaws or as president may from time to time
determine.
  5.4           Removal and Resignation of
Officers. Any officer chosen by the board of directors may be removed at
any time, with or without cause or notice, by the board of directors.
Subordinate officers appointed by persons other than the board under Section 5.3
of this Article V may be removed at any time, with or without cause or notice,
by the officer who appointed such person. Officers may be employed for a
specified term under a contract of employment if authorized by the board of
directors; such officers may be removed from office at any time under this
section, and shall have no claim against the corporation or individual officers
or board members because of the removal except any right to monetary
compensation to which the officer may be entitled under the contract of
employment.
  Any
officer may resign at any time by giving written notice to the corporation. Any
resignation shall take effect at the date of the receipt of that notice or at
any later time specified in that notice; and, unless otherwise specified in that
notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.
  5.5           Vacancies in Offices.
A vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in these bylaws for
regular appointments to that office.
  5.6           Chairman of the
Board. The chairman of the board shall, if present, preside at meetings
of the board of directors and shareholders and exercise and perform such other
powers and duties as may be from time to time assigned to him/her by the board
of directors or prescribed by the bylaws.
  5.7           President. The
president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction, and control of the business and the officers of the corporation.
He/she shall have the general powers and duties of management usually vested in
the office of president of a corporation, shall have the power to hire
subordinate officers and employees of the corporation and to terminate same, and
shall have such other powers and duties as may be prescribed by the board of
directors or the bylaws.
  12
  5.8           Vice Presidents. If
desired, one or more vice presidents may be chosen by the board of directors in
accordance with the provisions for electing officers set forth in Section 5.2 of
this Article V. In the absence or disability of the president, the vice
presidents, if any, in order of their rank as fixed by the board of directors
or, if not ranked, a vice president designated by the board of directors, shall
perform all the duties of the president, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president. The vice
president shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of directors
or the bylaws, and the president, or the chairman of the board.
  5.9           Secretary.
  (a)           Minutes. The
secretary shall be present at all shareholders' meetings and all board meetings
and shall take the minutes of the meeting. If the secretary is unable to be
present, the secretary or the presiding officer of the meeting shall designate
another person to take the minutes of the meeting.
  The
secretary shall keep, or cause to be kept, at the principal executive office or
such other place as designated by the board of directors, a book of minutes of
all meetings and actions of shareholders, board of directors, and of committees
of the board. The minutes of each meeting shall state the time and place the
meeting was held, whether it was regular or special; if special, how it was
called or authorized; the names of directors present at board or committee
meetings; the number of shares present or represented at shareholders' meetings;
and an accurate account of the proceedings.
  (b)           Record of
Shareholders. The secretary shall keep, or cause to be kept, at the
principal executive office or at the office of the corporation's transfer agent
or registrar, a record or duplicate record of shareholders. This record shall
show the names of all shareholders and their addresses, the number and classes
of shares held by each, the number and date of share certificates issued for
each shareholder, and the number and date of cancellation of any certificates
surrendered for cancellation.
  (c)           Notice of Meetings.
The secretary shall give notice, or cause notice to be given, of all
shareholders' meetings, board meetings, and meetings of committees of the board
for which notice is required by statue or by the bylaws. If the secretary or
other person authorized by the secretary to give notice fails to act, notice of
any meeting may be given by any other officer of the corporation.
  (d)           Other Duties. The
secretary shall keep the seal of the corporation, if any, in safe custody. The
secretary shall have such other powers and perform other duties as prescribed by
the board of directors or by the bylaws.
  5.10           Chief Financial
Officer. The chief financial officer shall keep and maintain, or cause to
be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.
  13
  The chief
financial officer shall deposit all monies and other valuables in the name and
to the credit of the corporation with such depositories as may be designated by
the board of directors. He shall disburse the funds of the corporation as may be
ordered by the board of directors, shall render to the president and directors,
whenever they request it, an account of all of his transactions as chief
financial officer and of the financial condition of the corporation, and shall
have other powers and perform such other duties as may be prescribed by the
board of directors or the bylaws.
  5.11           Vice Chairman. The
board of directors may appoint one or more of its members to be a vice chairman
of the board. The vice chairman, in the absence of the chairman, shall preside
at all meetings of the shareholders and at all meetings of the board of
directors and exercise and perform such other powers and duties as may be, from
time to time, assigned by the board of directors or prescribed by these
Bylaws.
 
 ARTICLE
VI
 INDEMNIFICATION
OF DIRECTORS, OFFICERS
 EMPLOYEES,
AND OTHER AGENTS
 
  6.1           Indemnification. The
corporation shall, to the maximum extent permitted by the California General
Corporation Law, have power to indemnify each of its agents against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact any such person
is or was an agent of the corporation, and shall have power to advance to each
such agent expenses incurred in defending any such proceeding to the maximum
extent permitted by that law. For the purposes of this Article, an "agent" of
the corporation includes any person who is or was a director, officer, employee
or other 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, or was a director,
officer, employee, or agent of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor
corporation. No indemnification shall be permitted hereunder that would be
prohibited pursuant to the provisions of Part 359 of the Federal Deposit
Insurance Corporation's regulations.
 
 ARTICLE
VII
 RECORDS
AND REPORTS
 
  7.1           Maintenance And Inspection
Of Share Register. The corporation shall keep at its principal executive
office, or at the office of its transfer agent or registrar, if either be
appointed and as determined by resolution of the board of directors, a record of
its shareholders, giving the names and addresses of all shareholders and the
number and class of shares held by each shareholder. A shareholder or
shareholders of the corporation holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the corporation may (i) inspect
and copy the records of shareholders' names and addresses and share holdings
during usual business hours on five days prior written demand on the
corporation, and (ii) obtain from the transfer agent of the corporation, on
written demand and on the tender of such transfer agent's usual charges for such
list, a list of the shareholders' names and addresses, who are entitled to vote
for the election of directors, and their share holdings, as of the most recent
record date for which that list has been compiled or as of a date specified by
the shareholder after the date of demand. This list shall be made available to
any such shareholder by the transfer agent on or before the later of five (5)
days after the demand is received or the date specified in the demand as the
date as of which the list is to be compiled. The record of shareholders shall
also be open to inspection on the written demand of any shareholder or holder of
a voting trust certificate, at any time during usual business hours, for a
purpose reasonably related to the holder's interest as a shareholder or as the
holder of a voting trust certificate. Any inspection and copying under this
Section 7.1 may be made in person or by an agent or attorney, of the shareholder
or holder of a voting trust certificate making the demand.
  14
  7.
2           Maintenance And Inspection
Of Bylaws. The corporation shall keep at its principal executive office,
or if its principal executive office is not in the State of California, at its
principal business office in this state, the original or a copy of the bylaws as
amended to date, which shall be open to inspection by the shareholders at all
reasonable times during office hours. If the principal executive office of the
corporation is outside the State of California and the corporation has no
principal business office in this state, the Secretary shall, upon the written
request of any shareholder, furnish to that shareholder a copy of the bylaws as
amended to date.
  7.3           Maintenance And Inspection
Of Other Corporate Records. The accounting books and records and minutes
of proceedings of the shareholders and the board of directors and any committee
or committees of the board of directors shall be kept at such place or places
designated by the board of directors, or, in the absence of such designation, at
the principal executive office of the corporation. The minutes shall be kept in
written form and the accounting books and records shall be kept either in
written form or in any other form capable of being converted into written form.
The minutes and accounting books and records shall be open to inspection upon
the written demand of any shareholder or holder of a voting trust certificate,
at any reasonable time during usual business hours, for a purpose reasonably
related to the holder's interests as a shareholder or as the holder of a voting
trust certificate; provided, that any financial statements will not be available
for inspection until publicly released to shareholders. The inspection may be
made in person or by an agent or attorney, and shall include the right to copy
and make extracts. These rights of inspection shall extend to the records of
each subsidiary corporation of the corporation.
  7.4           Inspection By
Directors. Every director shall have the absolute right at any reasonable
time to inspect all books, records, and documents of every kind and the physical
properties of the corporation and each of its subsidiary corporations. This
inspection by a director may be made in person or by an agent or attorney and
the right of inspection includes the right to copy and make extracts of
documents.
  7.5           Annual Report To
Shareholders. As may be required by the provisions of the Corporations
Code of California, the board of directors shall cause an annual report to be
sent to the shareholders at least fifteen (15) days prior to the annual meeting
of shareholders but not later than one hundred and twenty (120) days after the
close of the fiscal year.
  15
  7.6           Financial Statements.
A copy of any annual financial statement and any income statement of the
corporation for each quarterly period of each fiscal year, and any accompanying
balance sheet of the corporation as of the end of each such period, that has
been prepared by the corporation shall be kept on file in the principal
executive office of the corporation for twelve (12) months and each such
statement shall be exhibited at all reasonable times to any shareholder
demanding an examination of any such statement or a copy shall be mailed to any
such shareholder.
  If a
shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock of the corporation makes a written
request to the corporation for an income statement of the corporation for the
three-month, six month, or nine-month period of the then current fiscal year
ended more than thirty (30) days before the date of the request, and a balance
sheet of the corporation as of the end of that period, the chief financial
officer shall cause that statement to be prepared, if not already prepared, and
shall deliver personally or mail that statement or statements to the person
making the request within thirty (30) days after the receipt of the request. If
the corporation has not sent to the shareholders its annual report for the last
fiscal year, this report shall likewise be delivered or mailed to the
shareholder or shareholders within thirty (30) days after the
request.
  The
corporation shall also, on the written request of any shareholder, mail to the
shareholder a copy of the last annual, semi-annual, or quarterly income
statement which it has prepared, and a balance sheet as of the end of that
period.
  The
quarterly income statements and balance sheets referred to in this section shall
be accompanied by the report, if any, of any independent accountants engaged by
the corporation or the certificate of an authorized officer of the corporation
that the financial statements were prepared without audit from the books and
records of the corporation.
  7.7
              Annual Statement Of
      General Information.
  (a)  Every
year, during the calendar month in which the original articles of incorporation
were filed with the California Secretary of State, or during the preceding five
calendar months, the corporation shall file a statement with the Secretary of
State on the prescribed form, setting forth the authorized number of directors;
the names and complete business or residence addresses of all incumbent
directors; the names and complete business or residence addresses of the chief
executive officer, the secretary, and the chief financial officer; the street
address of the corporation's principal executive office or principal business
office in this state; a statement of the general type of business constituting
the principal business activity of the corporation; and a designation of the
agent of the corporation for the purpose of service of process, all in
compliance with Section 1502 of the Corporations Code of California. If the
corporation becomes a "public company" as defined by Section 1502.1 of the
Corporations Code of California, the corporation shall file an additional
statement of information as required by that section.
  (b)           Notwithstanding
the provisions of paragraph (a) of this section, if there has been no change in
the information contained in the corporation's last annual statement on file in
the Secretary of State's office, the corporation may, in lieu of filing the
annual statement described in paragraph (a) of this section, advise the
Secretary of State, on the appropriate form, that no changes in the required
information have occurred during the applicable period.
 
 16
 ARTICLE
VIII
 GENERAL
CORPORATE MATTERS
 
  8.1           Record Date For Purposes
Other Than Notice And Voting. For purposes of determining the
shareholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or entitled to exercise any rights in respect of any
other lawful action (other than action by shareholders by written consent
without a meeting), the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days before any such action, and in that
case only shareholders of record on the date so fixed are entitled to receive
the dividend, distribution, or allotment of rights or to exercise the rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date so fixed, except as otherwise provided in the
California General Corporation Law.
  If the
board of directors does not so fix a record date, the record date for
determining shareholders for any such purpose shall be at the close of business
on the date on which the board adopts the applicable resolution or the sixtieth
(60th) day before the date of that action, whichever is later.
  8.2           Checks Drafts Evidences Of
Indebtedness. All checks, drafts, or other orders for payment of money,
notes, or other evidences of indebtedness, issued in the name of or payable to
the corporation, shall be signed or endorsed by such person or persons and in
such manner as, from time to time, shall be determined by resolution of the
board of directors.
  8.3           Corporate Contracts And
Instruments: How Executed. The board of directors, except as otherwise
provided in these bylaws, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the corporation, and this authority may be general or confined to
specific instances; and, unless so authorized or ratified by the board of
directors or within the agency power of an officer, no officer, agent, or
employee shall have any power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or for any amount.
  8.4           Certificates For
Shares. A certificate or certificates for shares of the capital stock of
the corporation shall be issued to each shareholder when any of these shares are
fully paid, and the board of directors may authorize the issuance of
certificates or shares as partly paid provided that these certificates shall
state the amount of the consideration to be paid for them and the amount paid.
All certificates shall be signed in the name of the corporation by the chairman
of the board or vice chairman of the board or the president or vice president
and by the chief financial officer or an assistant treasurer or the secretary or
any assistant secretary, certifying the number of shares and the class or series
of shares owned by the shareholder. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed on a certificate
shall have ceased to be that officer, transfer agent, or registrar before that
certificate is issued, it may be issued by the corporation with the same effect
as if that person were an officer, transfer agent, or registrar at the date of
issue. The corporation may adopt a system of issuance, recordation and transfer
of its shares by electronic or other means, not involving the issuance of
certificates, provided that any such system conforms to the requirements of
Section 416(b) of the California General Corporation Law.
  17
  8.5           Lost Certificates.
Except as provided in this Section 8.5, no new certificates for shares shall be
issued to replace an old certificate unless the latter is surrendered to the
corporation and canceled at the same time. The board of directors may, in case
any share certificate or certificate for any other security is lost, stolen, or
destroyed, authorize the issuance of a replacement certificate on such terms and
conditions as the board may require, including provision for indemnification of
the corporation secured by a bond or other adequate security sufficient to
protect the corporation against any claim that may be made against it, including
any expense or liability, on account of the alleged loss, theft, or destruction
of the certificate or the issuance of the replacement certificate.
  8.6           Shares Of Other
Corporations: How Voted. Shares of other corporations standing in the
name of this corporation shall be voted by one of the following persons, listed
in order of preference: (1) president, or person designated by the president;
(2) executive vice president, or person designated by the executive vice
president; (3) other person designated by the board of directors. The authority
to vote shares granted by this section includes the authority to execute a proxy
in the name of the corporation for purposes of voting the shares.
  8.7           Construction And
Definitions. Unless the context requires otherwise, the general
provisions, rules of construction, and definitions in the California General
Corporation Law shall govern the construction of these bylaws. Without limiting
the generality of this provision, the singular number includes the plural, the
plural number includes the singular, and the term "person" includes both a
corporation and a natural person.
  8.8           Reimbursement. If all
or part of the salary or other compensation paid to an employee or officer or
director of the corporation is finally determined not to be allowable as a
federal or state income tax deduction, the employee or officer or director shall
repay to the corporation the amount disallowed. The board of directors shall
enforce repayment of each such amount disallowed.
 
 ARTICLE
IX
 AMENDMENTS
 
  9.1           Amendment By Board Of
Directors Or Shareholders. Except as otherwise required by law or by the
articles of incorporation or otherwise provided herein, these bylaws may be
amended or repealed, and new bylaws may be adopted, by the board of directors or
by the holders of a majority of the outstanding shares entitled to
vote.
  18
 CERTIFICATE
OF SECRETARY
  
 BELVEDERE
SOCAL
 
  The
undersigned hereby certify that:
  (1)           I
am the duly elected and acting Secretary of Belvedere SoCal, a California
corporation; and
  (2)           The
foregoing Bylaws consisting of 19 pages (including this page) constitute the
Bylaws of said Corporation as duly adopted by written consent of the
shareholders effective June 16, 2008.
  IN
WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said
Corporation on _______________, 2008.
  ______________________________
 Alison
Davis, Secretary
          19