<SEC-DOCUMENT>0001062993-16-008464.txt : 20160323
<SEC-HEADER>0001062993-16-008464.hdr.sgml : 20160323
<ACCEPTANCE-DATETIME>20160323080147
ACCESSION NUMBER:		0001062993-16-008464
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20160323
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20160323
DATE AS OF CHANGE:		20160323

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HELIUS MEDICAL TECHNOLOGIES, INC.
		CENTRAL INDEX KEY:			0001610853
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			WY
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-55364
		FILM NUMBER:		161522503

	BUSINESS ADDRESS:	
		STREET 1:		SUITE 400, 41 UNIVERSITY DRIVE
		CITY:			NEWTOWN
		STATE:			PA
		ZIP:			18940
		BUSINESS PHONE:		215-809-2018

	MAIL ADDRESS:	
		STREET 1:		SUITE 400, 41 UNIVERSITY DRIVE
		CITY:			NEWTOWN
		STATE:			PA
		ZIP:			18940
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
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   <TITLE>Helius Medical Technologies, Inc.: Form 8-K - Filed by newsfilecorp.com</TITLE>
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<P align=center><B><FONT size=5>UNITED STATES </FONT><BR></B><B><FONT
size=5>SECURITIES AND EXCHANGE COMMISSION </FONT><BR></B>Washington, DC 20549
</P>
<P align=center><B><FONT size=5>FORM 8-K </FONT></B></P>
<P align=center><B>CURRENT REPORT <BR></B><B>Pursuant to Section 13 or 15(d) of
the <BR></B><B>Securities Exchange Act of 1934 </B></P>
<P align=center>Date of report (Date of earliest event reported): <B>March 17,
2016 </B></P>
<P align=center><B><U><FONT size=5>HELIUS MEDICAL TECHNOLOGIES,
INC.</FONT></U></B><B> <BR></B>(Exact Name of Registrant as Specified in
Charter) </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=center><B><U>Wyoming </U></B></TD>
    <TD align=center width="33%"><B><U>000-55364 </U></B></TD>
    <TD align=center width="33%"><B><U>36-4787690 </U></B></TD></TR>
  <TR vAlign=top>
    <TD align=center>(State or Other Jurisdiction </TD>
    <TD align=center width="33%">(Commission </TD>
    <TD align=center width="33%">(IRS Employer </TD></TR>
  <TR vAlign=top>
    <TD align=center>of Incorporation) </TD>
    <TD align=center width="33%">File Number) </TD>
    <TD align=center width="33%">Identification No.) </TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=center><B>Suite 400, 41 University Drive </B></TD>
    <TD align=left width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=center><B><U>Newtown, Pennsylvania </U></B></TD>
    <TD align=center width="50%"><B><U>18940 </U></B></TD></TR>
  <TR vAlign=top>
    <TD align=center>(Address of Principal Executive Offices) </TD>
    <TD align=center width="50%">(Zip Code) </TD></TR></TABLE>
<P align=center>Registrant&#146;s telephone number, including area code <B>(215)
809-2018 </B></P>
<P align=center>____________________________________________________<BR>(Former
Name or Former Address, if Changed Since Last Report) </P>
<P align=justify>Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (<I>see </I>General Instruction A.2. below):
</P>
<P align=justify>[ &nbsp;]&nbsp; Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425) </P>
<P align=justify>[&nbsp; ]&nbsp; Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12) </P>
<P align=justify>[ &nbsp;]&nbsp; Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) </P>
<P align=justify>[ &nbsp;]&nbsp; Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5><bR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 0px solid" align=left><B>ITEM 5.03.
    </B></TD>
    <TD style="BORDER-BOTTOM: #000000 0px solid" align=left
      width="90%"><B>Amendments to Articles of Incorporation or Bylaws; Change
      in Fiscal Year </B></TD></TR></TABLE>
<P align=justify style="text-indent:5%">On March 17, 2016, the Board of
Directors (the &#147;Board&#148;) of Helius Medical Technologies, Inc. (the &#147;Company&#148;)
approved amendments to Article II, Section 2.16 and Article VII, Section 7.1 of
the Company&#146;s Bylaws.</P>
<P align=justify style="text-indent:5%">Section 2.16 now provides that
the Board may designate a record date, not exceeding fifty-five (55) and not
less than twenty-five (25) calendar days prior to (i) a shareholders meeting,
(ii) the date for the payment of any dividend, (iii) the allotment of rights, or
(iv) to the date shareholders may exercise rights in respect of any exchange or
reclassification of shares. Further, the shareholders of record on such date
shall be the shareholders entitled to notice of and to vote at, such meeting, or
to receive payment of such dividend or to receive such allotment of rights, or
to exercise such rights in the event of an exchange or reclassification of
shares, as the case may be.</P>
<P align=justify style="text-indent:5%">Section 2.16 of the Bylaws now
provides that the default record date shall be the date on which notice of the
meeting is mailed (which shall not exceed fifty-five (55) or be less than
twenty-five (25) calendar days prior to the meeting) unless another date is set
by the Board as the record date. </P>
<P align=justify style="text-indent:5%">Section 7.1 now provides that the
Board may not issue shares of the Company in exchange for promissory notes as
consideration and may make any additional rules and regulations concerning the
issuance, transfer and registration of shares of the Company, including the
appointment of transfer agents and registrars, as it deems appropriate. </P>
<P align=justify style="text-indent:5%">This summary of the amendments to
the Company&#146;s Bylaws is qualified in its entirety by reference to the Bylaws, as
amended on March 17, 2016, attached as Exhibit 3.1 to this Current Report on
Form 8-K. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 0px solid" align=left
    ><STRONG>Item 9.01 </STRONG></TD>
    <TD style="BORDER-BOTTOM: #000000 0px solid" align=left
      width="90%"><B>Financial Statements and Exhibits.</B>
</TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify>Exhibits:</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left ><B>Exhibit</B> </TD>
    <TD align=left width="2%"  >&nbsp;</TD>
    <TD align=left width="87%"><B>Description</B> </TD></TR>
  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
      ><B>Number</B> </TD>
    <TD align=left width="2%"  >&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="87%">&nbsp;
    </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="2%"  >&nbsp;</TD>
    <TD width="87%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee ><a href="exhibit3-1.htm">3.1</a> </TD>
    <TD align=left width="2%"  bgColor=#eeeeee
    >&nbsp;</TD>
    <TD align=left width="87%" bgColor=#eeeeee><a href="exhibit3-1.htm">Bylaws, as amended and restated
      on March 17, 2016</a> </TD></TR></TABLE><br>
      <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<P align=center><B>SIGNATURES</B> </P>
<P align=justify style="text-indent:5%">Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="3%" >&nbsp; </TD>
    <TD align=left width="45%">HELIUS MEDICAL TECHNOLOGIES, INC. </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="3%" >&nbsp; </TD>
    <TD width="45%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  colSpan=2 >Date: March 23, 2016
    </TD>
    <TD align=left width="45%">&nbsp; </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="3%" >&nbsp; </TD>
    <TD width="45%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="3%" >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="45%">&nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<I>/s/ Joyce
      LaViscount</I> </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD width="3%" align=left nowrap>Name:&nbsp; </TD>
  <TD align=left width="45%" >Joyce LaViscount</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="3%" >Title: </TD>
    <TD align=left width="45%">Chief Financial Officer
</TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<P align=center><U>Exhibit Index</U></p>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
      ><B>Exhibit <BR>Number</B> </TD>
    <TD align=left width="2%"  >&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="87%">&nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<B>Description</B> </TD></TR>
  <TR>
    <TD style="BORDER-BOTTOM: #000000 0px solid" align=left
    >&nbsp;</TD>
    <TD align=left width="2%"  >&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 0px solid" align=left width="87%"
    >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee ><a href="exhibit3-1.htm">3.1</a> </TD>
    <TD align=left width="2%"  bgColor=#eeeeee
    >&nbsp;</TD>
    <TD align=left width="87%" bgColor=#eeeeee><a href="exhibit3-1.htm">Bylaws, as amended and restated
      on March 17, 2016 </a></TD></TR></TABLE>
<P align=center>2 </P>
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<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>exhibit3-1.htm
<DESCRIPTION>EXHIBIT 3.1
<TEXT>
<!DOCTYPE HTML PUBLIC "Helius Medical Technologies, Inc. 3-1.pdf">


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<!--$$/page=--><A name=page_1></A>
<P align=center><B>BYLAWS <BR>OF <BR></B><B>HELIUS MEDICAL TECHNOLOGIES, INC.
</B></P>
<P align=center><B>(AS</B><B> </B><B>AMENDED</B><B> </B><B>AND</B><B>
</B><B>RESTATED</B><B> </B><B>ON</B><B> </B><B>MARCH</B><B> </B><B>17,</B><B>
</B><B>2016) </B></P>
<P align=center><B>ARTICLE I. <BR></B><B>Name, Seal and Offices </B></P>
<P align=justify style="text-indent:5%">1.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
NAME. The name of this
corporation is Helius Medical Technologies, Inc. (the &#147;Company&#148;), continued as a
Wyoming corporation pursuant to Wyoming Statutes &#167;&#167; 17-16-1810 <I>et seq.
</I>and governed by the Wyoming Business Corporation Act (the &#147;Act&#148;). </P>
<P align=justify style="text-indent:5%">1.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SEAL. The Company shall not
be required to obtain a corporate seal. The seal, if any, of this Company shall
be circular in form and shall have inscribed thereon the name of the Company and
the words, &#147;Corporate Seal, Wyoming&#148;. The Board of Directors may change the form
of the seal (if any) or the inscription thereon at its pleasure. </P>
<P align=justify style="text-indent:5%">1.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
OFFICES. The Company&#146;s
principal office shall be located at 1500-1055 West Georgia Street, Vancouver,
British Columbia V6E 4N7, or at such other place as is determined by the Board
of Directors. The Company may have such other offices, as the Board of Directors
may from time to time appoint, as the purposes of the Company may require. </P>
<P align=justify style="text-indent:5%">1.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
BOOKS AND RECORDS. Any
records maintained by the Company in the regular course of its business,
including its stock ledger, books of account and minute books, may be maintained
on any information storage device or method; <I>provided that </I>the records so
kept can be converted into clearly legible paper form within a reasonable time.
The Company shall so convert any records so kept upon the request of any person
entitled to inspect such records pursuant to applicable law. </P>
<P align=center><B>ARTICLE II. <BR>Shareholders </B></P>
<P align=justify style="text-indent:5%">2.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
ANNUAL MEETING. The annual
meeting of the Shareholders shall be held once in every calendar year on such
date and at such time and place as may be determined by the Board of Directors
for the purpose of electing Directors and for the transaction of such other
business as may come before the meeting in accordance with these Bylaws. If the
day fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. If the election of Directors shall not
be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the Shareholders as soon thereafter as conveniently may
be. </P>
<P align=justify style="text-indent:5%">2.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SPECIAL MEETINGS. Special
meetings of the Shareholders may be called by the President, Chairman of the
Board, the Board of Directors, or by the Shareholders holding at least five
percent (5%) of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting by signing, either manually or in
facsimile, dating and delivering to the Company&#146;s secretary one (1) or more
written demands for the meeting describing the purpose or purposes for which it
is to be held. The Board of Directors shall have the discretion to require that
the issues for which a special meeting is demanded by Shareholder be considered
instead at the next annual meeting if the demand for the special meeting is made
within 180 days of the next annual meeting. </P>
<P align=center>1 </P>
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<P align=justify style="text-indent:5%">2.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
PLACE OF MEETING. The Board
of Directors may designate any place, either within or outside the State of
Wyoming, as the place of meeting for any annual meeting or for any special
meeting. It shall be the duty of the President to fix the time and place of any
such meeting, and to give due notice thereof. If the President shall neglect or
refuse to fix the place, time and date of such meeting and give notice thereof,
the person or persons calling the meeting may do so. If no designation of place
is made, or if a special meeting be otherwise called, the place of meeting shall
be the principal office of the Company. </P>
<P align=justify style="text-indent:5%">2.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
NOTICE OF MEETINGS. Written
or printed notice stating the place, day and hour of the meeting and, in case of
a special meeting, the purpose for which the meeting is called, shall be given
to each Shareholder of record having voting power with respect to the business
to be transacted at such meeting, not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by mail, by or at
the direction of the President, the Secretary, or the Board of Directors. If
mailed, such notice shall be deemed to be delivered when deposited in the mail
in a sealed envelope addressed to the Shareholder at his address as it appears
on the records of the Company, with postage thereon prepaid. Without limiting
the manner by which notice otherwise may be given effectively to shareholders,
notice of meetings may be given to shareholders by means of electronic
transmission in accordance with applicable law, Notice of any meeting need not
be given to any shareholder who shall, either before or after the meeting,
submit a waiver of notice or who shall attend such meeting, except when the
shareholder attends for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Any Shareholder so waiving notice of the meeting
shall be bound by the proceedings of the meeting in all respects as if due
notice thereof had been given. </P>
<P align=justify style="text-indent:5%">2.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
PURPOSE. No matter which is
not within the purpose or purposes specifically described in the notice of a
special meeting shall be conducted at the meeting, nor shall any action be taken
by the Shareholders on any other matter unless it is specifically described as a
purpose in the notice for the special meeting. Notice of an annual meeting need
not include a description of the purpose or purposes for which the meeting is
called. </P>
<P align=justify style="text-indent:5%">2.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FIXING OF RECORD DATE. The
Board of Directors of the Company may fix in advance a date, not exceeding sixty
(60) and not less than ten (10) calendar days prior to the date of any meeting
of Shareholders, or to the date for the payment of any dividend or for the
allotment of rights, or to the date when any exchange or reclassification of
shares shall be effective, as the record date for the determination of
Shareholders entitled to notice of, or to vote at, such meeting, or Shareholders
entitled to receive payment of any such dividend or to receive any such
allotment of rights, or to exercise rights in respect of any exchange or
reclassification of shares; and the Shareholders of record on such date shall be
the Shareholders entitled to notice of and to vote at, such meeting, or to
receive payment of such dividend or to receive such allotment of rights, or to
exercise such rights in the event of an exchange or reclassification of shares,
as the case may be. If the transfer books are not closed and no record date is
fixed by the Board of Directors, the date on which notice of the meeting is
mailed shall be deemed to be the record date for the determination of
Shareholders entitled to vote at such meeting. Transferees of shares which are
transferred after the record date shall not be entitled to notice of or to vote
at such meeting. Only Shareholders on the record date fixed by this Section 2.6
are entitled to notice of and permitted to vote or to demand a special meeting
or to take any other action, notwithstanding any transfer of any shares on the
books of the Company after any such record date. </P>
<P align=center>2 </P>
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<P align=justify style="text-indent:5%">Notwithstanding the foregoing, in
order that the Company may determine the Shareholders entitled to receive
payment of any share dividend or other distribution from the Company or
allotment of any rights or the Shareholders entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted, and which record date shall be not more than sixty (60) days prior
to such action. If not record date is fixed, the record date for determining
Shareholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto. </P>
<P align=justify style="text-indent:5%">In order to determine the
Shareholders entitled to vote and take action without a meeting of the
Shareholders, as provided in Section 2.14 of these Bylaws, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than twenty (20) days after
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. If no record date has been fixed by the Board of Directors,
the record date for determining Shareholders entitled to consent to corporate
action in writing without a meeting: (1) when no prior action by the Board of
Directors is required by law, the record date for such purpose shall be the
first date on which a signed written consent, setting forth the action taken or
proposed to be taken is delivered to the Company in the manner required by
Section 2.14, was signed by any Shareholder, and (2) if prior action by the
Board of Directors is required by law, the record date for such purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action. Notwithstanding anything to the contrary
herein, no written consent shall be effective to take the corporate action
referred to therein unless, within sixty (60) days of the earliest date on which
a consent delivered to the Company as required by this Section was signed,
written consents signed by sufficient Shareholders to take the action have been
delivered to the Company. </P>
<P align=justify style="text-indent:5%">2.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
VOTING LISTS. The officer or
agent having charge of the transfer book for shares of the Company shall
prepare, at least two (2) days after notice of the meeting is given for which
the list was prepared, a complete list of the Shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of shares held by each, which list shall be kept on file at the principal office
of the Company and shall be subject to inspection by any Shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
Shareholder during the whole time of the meeting. The original share ledger or
transfer book, or a duplicate thereof kept at the Company&#146;s principal office,
shall be prima facie evidence as to who are the Shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of
Shareholders. </P>
<P align=center>3 </P>
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<P align=justify style="text-indent:5%">2.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
QUORUM. Shares entitled to
vote as a separate voting group may take action on a matter at a meeting only if
a quorum of those shares are present in person or by proxy with respect to that
matter. At least 33 1/3 of the total outstanding shares of the Company entitled
to vote as a separate voting group, present in person or by proxy, shall
constitute a quorum at any meeting of Shareholders, except as otherwise set
forth in the Company&#146;s Articles of Incorporation or as required by the Act. In
the absence of a quorum at any meeting, a majority of the shares so represented
may adjourn the meeting for a period not to exceed thirty (30) days at any one
adjournment without further notice, At such adjourned meeting, at which a quorum
shall be present, any business may be transacted which might have been
transacted at the original meeting. Once a share is represented for any purpose
at a meeting, it is deemed present for quorum purposes for the remainder of the
meeting, and for any adjournment of that meeting unless a new record date is or
shall be set for that adjourned meeting. </P>
<P align=justify style="text-indent:5%">The Shareholders present or
represented by proxy at an annual or special meeting at which a quorum is not
present may lake only the following actions: (i) with the consent of the officer
presiding at the meeting, receive or hear any reports on the affairs of the
Company that may be presented; (ii) within the constraints of the time allowed
on the agenda, ask questions concerning the affairs of the Company; and (iii)
adjourn the meeting as provided above in this Section 2.8. </P>
<P align=justify style="text-indent:5%">If different quorums are required
for different purposes at a meeting, the absence of a quorum on one purpose
shall not affect the ability of the Shareholders at the meeting to act on other
purposes where a quorum is present. </P>
<P align=justify style="text-indent:5%">2.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
MANNER OF ACTING. At any
Shareholder meeting at which a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote as a
separate voting group shall be the act of the Shareholders. </P>
<P align=justify style="text-indent:5%">2.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
PROXIES. At all meetings of
Shareholders, a Shareholder may vote by proxy execute in writing, either
manually or by facsimile, by the Shareholder or by his or her duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the Company
not less than forty eight (48) hours before the time of the meeting, unless the
Board of Directors fixes a different time by which proxies must be filed. Unless
otherwise provided in the proxy, a proxy may be revoked at any time before it is
voted, either by written notice filed with the Secretary or the Acting Secretary
of the meeting or by oral notice given by the Shareholder to the presiding
officer during the meeting. The presence of a Shareholder who has filed his or
her proxy shall not of itself constitute a revocation, No proxy shall be valid
after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy. Appointments of proxies shall be in such form as shall be
required by the Board and as set forth in the notice of meeting and/or proxy or
information statement concerning such meeting. The proxies named in the
Company&#146;s proxy statement shall have discretionary authority to vote at all
meetings of shareholders as provided in Rule 14a-4(c) promulgated under the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), as that rule
is currently in effect or as it subsequently may be amended or superseded. </P>
<P align=center>4 </P>
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<P align=justify style="text-indent:5%">2.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
VOTING OF SHARES. Each
outstanding share of common stock shall be entitled to one (1) vote upon each
matter to which they are entitled to vote submitted to a vote at a meeting of
Shareholders. </P>
<P align=justify style="text-indent:5%">2.12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
VOTING OF SHARES BY CERTAIN
HOLDERS. Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the bylaws of such
corporation may prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine. </P>
<P align=justify style="text-indent:5%">Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
his or her name if authority so to do be contained in an appropriate order of
the court by which such receiver was appointed. </P>
<P align=justify style="text-indent:5%">A Shareholder whose shares are
pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee and thereafter the pledgee shall be
entitled to vote the shares so transferred. </P>
<P align=justify style="text-indent:5%">Treasury shares of its own stock
held by the Company shall not be voted at any meeting or counted in determining
the total number of outstanding shares at any given time for purposes of any
meeting. </P>
<P align=justify style="text-indent:5%">Redeemable shares which have been
called for redemption shall not be entitled to vote on any matter and shall not
be deemed outstanding shares on and after the date on which written notice of
redemption has been mailed to Shareholders and a sum sufficient to redeem such
shares has been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the holders of the
shares upon surrender of certificates therefor. </P>
<P align=justify style="text-indent:5%">2.13&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
VOTING BY BALLOT. Voting on
any question or in any election may be by voice vote unless the presiding
officer shall order or any Shareholder shall demand that voting be by ballot.
</P>
<P align=justify style="text-indent:5%">2.14&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
ACTION BY SHAREHOLDERS
WITHOUT A MEETING. Any action required or permitted by the Act to be taken at a
shareholders&#146; meeting may be taken without a meeting, and without prior notice,
as allowed under the Act and as otherwise provided in the Articles. To the
extent required by the Act, if action is taken by less than unanimous written
consent of the voting shareholders, the Company shall give its non-consenting
voting Shareholders written notice of the action not more than ten (10) days
after written consents sufficient to take the action have been delivered to the
Company. The notice shall reasonably describe the action taken and contain or be
accompanied by the same material that, under any provision of the Act, would
have been required to be sent to voting Shareholders in a notice of a meeting at
which the action would have been submitted to the Shareholders for action. Such
notice requirement shall not delay the effectiveness of action taken by written
consent, and a failure to comply with such notice requirements shall not
invalidate actions taken by written consent. </P>
<P align=justify style="text-indent:5%">2.15&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
PARTICIPATION BY ELECTRONIC
MEANS. The Shareholders may participate in any meeting of Shareholders by means
of telephone conference or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting. </P>
<P align=center>5 </P>
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<P align=justify style="text-indent:5%">2.16&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
RECORD DATE. The Board of
Directors of the Company may fix in advance a date, not exceeding fifty-five
(55) and not less than twenty-five (25) calendar days prior to the date of any
meeting of Shareholders, or to the date for the payment of any dividend or for
the allotment of rights, or to exercise rights in respect of any exchange or
reclassification of shares; and the Shareholders of record on such date shall be
the Shareholders entitled to notice of and to vote at, such meeting, or to
receive payment of such dividend or to receive such allotment of rights, or to
exercise such rights in the event of an exchange or reclassification of shares,
as the case may be. If the transfer books are not closed and no record date is
fixed by the Board of Directors, the date on which notice of the meeting is
mailed (which shall not exceed fifty-five (55) or be less than twenty-five (25)
calendar days prior to the meeting) shall be deemed to be the record date for
the determination of Shareholders entitled to vote at such meeting. Transferees
of shares which are transferred after the record date fixed by this Section 2.16
are entitled to notice of and permitted to vote or to demand a special meeting
or to take any other action, notwithstanding any transfer of any shares on the
books of the Company after any such record date. </P>
<P align=justify style="text-indent:5%">2.17&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SHAREHOLDER LISTS. Access to
the list of Shareholders shall be restricted to a period beginning two (2)
business days after the date of the notice of the Shareholders&#146; meeting for
which the list was prepared and continuing through the meeting, or ten (10)
business days before the date of the meeting, whichever is less. Copying of the
list of Shareholders may be made by such persons and subject to the requirements
set forth in the Act. The Board may take such steps it deems reasonable or
necessary to prevent the use of its Shareholder lists for purposes not related
to issues under consideration at a Shareholder meeting. </P>
<P align=justify style="text-indent:5%">2.18&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
NOMINATIONS FOR ELECTION AS
DIRECTORS. Any Shareholder of record for an annual or special meeting of
Shareholders at which Directors are to be elected may request that one or more
persons be nominated, at the annual or special meeting, for election as
Directors at such meeting, in opposition to the slate of candidates for which
management will solicit proxies, and the Board of Directors shall nominate such
candidate(s) at the meeting, and include such candidate(s) in the Company&#146;s
proxy statement, but only if each of the following conditions has been
satisfied: </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
With the exception of Rule
14a-8(i)(8)(iv) promulgated under the Exchange Act, the Shareholder complies
with all the provisions of Rule 14a-8 of the Exchange Act; </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
At least one hundred fifty
(150) calendar days before the date for the meeting of the Company&#146;s
Shareholders, the requesting Shareholder requests, in writing, that the
Nominating Committee of the Board of Directors consider an individual for
inclusion as a Director nominee in the proxy statement for the subject meeting,
and provide to the Company (i) as to each person whom the Shareholder proposes
to nominate for election as a Director, (1) all information required by the
Company&#146;s Nominating Committee, (2) all information relating to such person mat
is required to be disclosed in solicitations of proxies for election of
Directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act; and (3) whether and the
extent to which any derivative instrument, swap, option, warrant, short
interest, hedge or profit interest or other transaction has been entered into by
or on behalf of such person with respect to stock of the Company and whether any
other agreement, arrangement or understanding (including any short position or
any borrowing or lending of shares of stock) has been made by or on behalf of
such person, the effect or interest of any of the foregoing being to mitigate
loss to, or to manage risk of stock price changes for, such person or to
increase or decrease the voting power or pecuniary or economic interest of such
person with respect to stock of the Company; (ii) a representation that the
Shareholder is a holder of record of stock of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
propose such business or nomination; and (iii) a representation whether the
Shareholder or the beneficial owner, if any, intends or is part of a group which
intends to solicit proxies from other Shareholders in support of such
nomination; </P>
<P align=center>6 </P>
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<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Nominating Committee
recommends that the full Board of Directors consider including the individual in
the Company&#146;s proxy statement for the upcoming meeting; and </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Board of Directors, by
majority vote, determines that such inclusion is not prohibited by the Company&#146;s
Articles of Continuance, referred to herein as the Articles of Incorporation
(&#147;Articles of Incorporation&#148;), other provisions of these Bylaws in effect from
time to time, or Wyoming law <U>and</U> that the proposed individual(s) shall be
nominated at the meeting for election as directors and included in the Company&#146;s
proxy statement. </P>
<P align=justify style="text-indent:5%">2.19&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
ADVANCE NOTICE REQUIREMENT
FOR SHAREHOLDER PROPOSALS. In addition to the requirements of Section 2.18, for
any matter to be considered as a proper purpose for consideration by the
Shareholders at an annual or special meeting, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before a meeting, business must be (a) brought before the meeting by the
Company and specified in the notice of meeting given by or at the direction of
the Board of Directors, (b) brought before the meeting by or at the direction of
the President or Board of Directors, or (c) otherwise properly brought before
the meeting by a Shareholder who (i) was a Shareholder of record (and, with
respect to any beneficial owner, if different, on whose behalf such business is
proposed, only if such beneficial owner was the beneficial owner of shares of
the Company) both at the time of giving the notice provided for in this Section
and at the time of the meeting, (ii) is entitled to vote at the meeting, and
(iii) has complied with this Section as to such business. </P>
<P align=justify style="text-indent:5%">For business to be property
brought before an annual or special meeting by a Shareholder, the Shareholder
must (i) provide Timely Notice (as defined below) of such business in writing
and in proper form (as described below) to the President of the Company at the
Company&#146;s principal office and (ii) provide any updates or supplements to such
notice at the times and in the forms required by this Section. To be timely, a
Shareholder&#146;s notice must be delivered to, or mailed and received at, the
principal office of the Company (i) not less than thirty (30) calendar days
prior to actual date of the annual meeting, or (ii) the date that is ten (10)
calendar days after the day on which disclosure of the date of such annual
meeting was first made to Shareholders, whichever is earlier (such notice within
such time periods, &#147;Timely Notice&#148;). In no event shall any adjournment of a
meeting or the announcement thereof commence a new time period for the giving of
Timely Notice described above. </P>
<P align=center>7 </P>
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<P align=justify style="text-indent:5%">To be in proper form for purposes
of this Section, a Shareholder&#146;s notice to the Secretary of the Company shall
include: (a) the name and address of the Shareholders) of record proposing an
item(s) for the meeting agenda and the class or series and number of shares of
the Company that are, directly or indirectly, owned of record or beneficially
owned by such Shareholder; and (b) as to each item of business that the
Shareholder proposes to bring before the meeting, (i) a reasonably brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of each proposing Shareholder, and (ii) the text of the proposal
or business (including the text of any resolutions proposed for consideration).
A Shareholder providing notice of business proposed to be brought before a
meeting shall update and supplement such notice, if necessary, so that the
information provided or required to be provided in such notice pursuant to this
Section shall be true and correct as of the record date for the meeting and as
of the date of the meeting or any adjournment or postponement thereof. </P>
<P align=justify style="text-indent:5%">The chairman or presiding officer
of the meeting shall, if the facts warrant, determine that the business was
either properly or not properly brought before the meeting in accordance with
this Section, and if the chairman or presiding offer of the meeting should
determine that the business was not properly brought before the meeting, he or
she shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. </P>
<P align=justify style="text-indent:5%">A proposal to nominate persons
for election to the Board, if such persons are not to be included in the
Company&#146;s proxy statement as a result of the procedures set forth in Section
2.18, including without limitation nomination of persons from the floor for
election to the Board, shall satisfy the requirement of this Section. </P>
<P align=justify style="text-indent:5%">This Section 2.19 shall not apply
to installation by the Board of Directors of a Director to fill a vacancy on the
Board. </P>
<P align=justify style="text-indent:5%">2.20&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
REIMBURSEMENT OF EXPENSES OF
SUCCESSFUL PROXY CONTEST. The Company shall reimburse the actual, reasonable and
bona fide expenses of proxy solicitation incurred by any person who is
successful in soliciting proxies in opposition to a solicitation made on behalf
of management only after approval of such reimbursement by Shareholders holding
at least a majority of the outstanding shares of stock of the Company. For
purposes of this Section, a person is &#147;successful&#148; in soliciting proxies in
opposition to management only if the following have been satisfied: (a) with
respect to a proposal for election of Directors if such Shareholders(s) elects a
majority of the class of Directors elected at the meeting; (b) with respect to
opposition to a proposal submitted by management if more proxies were voted
against such management proposal than were voted for such proposal; and (c) with
respect to a Shareholder proposal opposed by management if such proposal is
approved by the requisite Shareholder vote. Except as provided in this Section,
the Company shall not reimburse any expenses soliciting proxies in opposition to
a solicitation made on behalf of the management of the Company. </P>
<P align=center><B>ARTICLE III. <BR>Directors </B></P>
<P align=justify style="text-indent:5%">3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
GENERAL POWERS. The business
and affairs of the Company shall be managed by its Board of Directors, including
without limitation oversight of the Company&#146;s business performance and plans;
major risks to which the Company is or may be exposed; the performance and
compensation of the Chief Executive Officer; policies and practices to foster
the Company&#146;s compliance with law and ethical conduct; preparation of the
Company&#146;s financial statements; the effectiveness of the Company&#146;s internal
controls; arrangements for providing adequate and timely information to
Directors; and the composition of the Board and its committees, taking into
account the role of independent Directors. </P>
<P align=center>8 </P>
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<P align=justify style="text-indent:5%">3.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
NUMBER, TENURE AND
QUALIFICATIONS. The number of Directors shall be a variable range of at least
one (1) Director but not more than twelve (12) Directors, with the number of
Directors fixed or changed within the minimum and maximum numbers of the range
from time to time by resolution of the Board of Directors. Each Director shall
hold office until the next annual meeting of Shareholders or until his or her
successor shall have been elected and qualified. Directors shall be natural
persons, eighteen (18) years of age or older, but need not be residents of
Wyoming or Shareholders of the Company. </P>
<P align=justify style="text-indent:5%">3.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
REGULAR MEETINGS. A regular
meeting of the Board of Directors shall be held without other notice than these
Bylaws, immediately after, and at the same place as, the annual meeting of
Shareholders for the purpose of organization, election of corporate officers,
election or appointment of other officers, agents or employees and for any other
proper business. The Board of Directors may provide, by resolution, the time and
place, either within or outside the State of Wyoming, for the holding of
additional regular meetings without other notice than such resolution. </P>
<P align=justify style="text-indent:5%">3.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SPECIAL MEETINGS. Special
meetings of the Board of Directors may be called by or at the request of the
President or the Chairman of the Board of Directors. The person authorized to
call special meetings of the Board of Directors may fix any place, either within
or without the State of Wyoming, as the place for holding any special meeting of
the Board of Directors so called. </P>
<P align=justify style="text-indent:5%">3.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
NOTICE. Notice of any special
meeting shall be given at least twenty-four (24) hours previously thereto by
written notice delivered personally or by mail or facsimile to each Director at
his or her business address. If mailed, such notice shall be deemed to be
delivered when deposited in the mail in a scaled envelope so addressed, with
postage thereon prepaid. If notice is given by facsimile, such notice shall be
deemed to be delivered when the transmitting facsimile machine confirms the
transmission. Any Director may waive notice of any meeting. The attendance of a
Director at any meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting. </P>
<P align=justify style="text-indent:5%">3.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
QUORUM. A majority of the
Board of Directors shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, provided, that if less than a majority of
the Directors are present at said meeting, a majority of the Directors present
may adjourn the meeting for a period not to exceed thirty (30) days without
further notice. </P>
<P align=center>9 </P>
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<P align=justify style="text-indent:5%">3.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
MANNER OF ACTING. Except as
otherwise required by law or by the Articles of Incorporation, the act of the
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. </P>
<P align=justify style="text-indent:5%">3.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
COMPENSATION. Directors as
such shall not receive any stated salaries for their services, but by resolution
of the Board of Directors, a fixed sum and expense of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board of
Directors; provided that nothing herein contained shall be construed to preclude
any Director from serving the Company in any other capacity and receiving
compensation therefor or from receiving compensation for any extraordinary or
unusual services as a Director. </P>
<P align=justify style="text-indent:5%">3.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
ACTION BY DIRECTORS WITHOUT
MEETING. Any action required to be taken at a meeting of the Board of Directors
may be taken without a meeting if a consent in writing setting forth the action
so taken is signed by all of the Directors and included in the minutes or filed
with the corporate records reflecting the action taken. Actions taken by written
unanimous consent are effective when the last Director signs the consent, unless
the consent specifies a different effective date. Such consent shall have the
same force and effect as a unanimous vote of the Directors. </P>
<P align=justify style="text-indent:5%">3.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
PARTICIPATION BY ELECTRONIC
MEANS. Any members of the Board of Directors or any committee designated by such
Board may participate in a meeting of the Board of Directors or committee by
means of telephone conference or similar communications equipment by which all
persons participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting. </P>
<P align=justify style="text-indent:5%">3.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
VACANCIES. Any vacancy
occurring in the Board of Directors may be filled by the affirmative vote of a
majority of the remaining Directors though less than a quorum of the Board of
Directors. A Director elected to fill a vacancy shall be elected for the
unexpired term of his or her predecessor in office. Any directorship to be
filled by reason of an increase in the number of Directors may be filled by the
affirmative vote of a majority of the Directors then in office or by an election
at an annual meeting or at a special meeting called for that purpose. A Director
chosen to fill a position resulting from an increase in the number of Directors
shall hold office until the next election of Directors by the Shareholders and
until his or her successor shall have been elected and qualified. </P>
<P align=justify style="text-indent:5%">3.12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
RESIGNATION. Any Director of
the Company may resign at any time by giving written notice to the President or
the Secretary of the Company. The resignation of any Director shall take effect
upon receipt of notice thereof or at such later time as shall be specified in
such notice; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. When one or more
Directors shall resign from the Board, effective at a future date, a majority of
the Directors then in office, including those who have so resigned or a majority
of the Shareholders, shall have power to fill such vacancy or vacancies, the
results of the vote thereon to take effect when such resignation or resignations
shall become effective. </P>
<P align=justify style="text-indent:5%">3.13&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
REMOVAL OF DIRECTORS. At a
special meeting called expressly for the purpose of removal of Directors, the
Shareholders entitled to vote for a Director may remove such Director, with or
without cause, by a vote of the holders of the majority of the shares then
entitled to vote for such Director at an election of Directors. The notice for
any special meeting at which it is proposed that a Director be removed must
specifically state that such is the purpose of the meeting. </P>
<P align=center>10 </P>
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<P align=justify style="text-indent:5%">3.14&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
PRESUMPTION OF ASSENT. A
Director of the Company who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless he or she shall file his or her written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Company immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a Director who voted in favor of such
action. </P>
<P align=center><B>ARTICLE IV. <BR>Committees </B></P>
<P align=justify style="text-indent:5%">4.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
DESIGNATION AND AUTHORITY.
The Board of Directors may adopt a resolution designating from among its members
an Executive Committee and one or more other committees each of which, to the
extent provided in the resolution, shall have all the authority of the Board of
Directors; except no committee shall have the authority of the Board of
Directors in reference to amending the Articles of Incorporation, adopting a
plan of merger or consolidation, recommending to the Shareholders the sale,
lease, exchange, or other disposition of all or substantially all of the
property and assets of the Company otherwise than in the usual and regular
course of its business, or recommending to the Shareholders a voluntary
dissolution of the Company or a revocation thereof. Unless specifically
authorized by the Board of Directors, a committee may not authorize or approve
distributions except according to a formula or method, or within limits,
prescribed by the Board; approve or propose to Shareholders action that the Act
requires to be approved by Shareholders; fill vacancies on the Board or on any
of its committees; or adopt, amend or repeal these Bylaws. The designation of
such committees and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
imposed by law. </P>
<P align=justify style="text-indent:5%">4.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
COMPENSATION. The members of
any committee shall not receive any stated salary for their services as such,
but by resolution of the Board of Directors a fixed reasonable sum or expenses
of attendance, if any, or both, may be allowed for attendance at each regular or
special meeting of such committee. The Board of Directors shall have power in
its discretion to contract for and to pay to any member of any committee,
rendering usual or exceptional services to the Company, special compensation
appropriate to the value of such services. </P>
<P align=center><B>ARTICLE V. <BR>Officers </B></P>
<P align=justify style="text-indent:5%">5.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
NUMBER. The Company shall
have the corporate offices of a Chief Executive Officer/President, Secretary,
and Treasurer/Chief Financial Officer, each of whom shall be appointed by the
Board of Directors, all of which shall be executive officers and shall be
elected by the Board. Such other officers and assistant officers as may be
deemed necessary may be appointed by the Board of Directors. One or more vice
presidents shall be executive officers if the Board so determines by resolution.
Such other officers and assistant officers, as may be deemed necessary, shall be
designated administrative assistant officers and may be appointed and removed by
the Board of Directors. Any two or more offices may be held by the same person.
The Officers of the Company shall be natural persons of the age of eighteen (18)
years or older. </P>
<P align=center>11 </P>
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<P align=justify style="text-indent:5%">5.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
APPOINTMENT AND TERM OF
OFFICE. The executive officers of the Company shall be appointed annually by the
Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of Shareholders. If the appointment of executive officers
shall not be held at such meeting, such appointment shall be held as soon
thereafter as reasonably possible. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each executive
officer shall hold office until his or her successor shall have been duly
elected and shall have qualified or until his or her death or until he or she
shall resign or shall have been removed in the manner hereinafter provided. </P>
<P align=justify style="text-indent:5%">5.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
REMOVAL. Any officer or agent
appointed by the Board of Directors may be removed with or without cause by (i)
the Board of Directors, (ii) the officer who appointed such officer, or (iii)
any other officer as authorized by the Board. Appointment of an officer or agent
shall not of itself create contract rights, 5.4 VACANCIES. A vacancy in any
office because of death, resignation, removal, disqualification or otherwise,
may be filled by the Board of Directors for the unexpired portion of the term.
</P>
<P align=justify style="text-indent:5%">5.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
CHIEF EXECUTIVE OFFICER AND
PRESIDENT. The President shall be the chief executive officer of the Company and
shall in general supervise and control all of the business and affairs of the
Company. The President shall have general supervision of all other officers,
agents and employees of the Company, and in any case when the duties of the
officers, agents or employees of the Company are not specifically prescribed by
the Bylaws or by Board resolution, they shall be supervised by the President. He
or she may sign, with the Secretary or any other proper officer of the Company
thereunto authorized by the Board of Directors, certificates for shares of the
Company, any deeds, mortgages, bonds, contracts, or other instruments, which the
Board of Directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Company, or
shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time. </P>
<P align=justify style="text-indent:5%">The Chief Executive Officer shall
also serve as the Chairman of the Board of Directors, unless otherwise
determined by the Board. The Chairman shall preside at all meetings of the
Shareholders and of the Board. </P>
<P align=justify style="text-indent:5%">5.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
THE VICE PRESIDENTS. If
appointed by the Board of Directors, the Vice President (or in the event there
be more than one Vice President, the Vice Presidents in the order designated at
the time of their election, or in the absence of any designation, then in the
order of their election) shall, in the absence of the President or in the event
of his or her death, inability or refusal to act, perform all duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. Any Vice President may sign, with the
Secretary or an Assistant Secretary, certificates for shares of the Company; and
shall perform such other duties as from time to time may be assigned to him or
her by the President or by the Board of Directors. </P>
<P align=center>12 </P>
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<P align=justify style="text-indent:5%">5.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
THE TREASURER/CHIEF FINANCIAL
OFFICER. Unless otherwise determined by the Board, the offices of Treasurer and
Chief Financial Officer shall be served by the same person. The Chief Financial
Officer/Treasurer shall: (a) Have charge and custody of and be responsible for
all funds and securities of the Company from any source whatsoever, and deposit
all such monies in the name of the Company in such banks, trust companies or
other depositories as shall be selected in accordance with the provisions of
Article VI of these Bylaws; and (b) In general perform all the duties incident
to the office of Chief Financial Officer/Treasurer, including without limitation
duties required of a Chief Financial Officer pursuant to applicable securities
laws, and such other duties as from time to time may be assigned to him or her
by the President or by the Board of Directors. </P>
<P align=justify style="text-indent:5%">5.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
THE SECRETARY. The Secretary
shall: </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Keep the Minutes of the
Shareholders&#146; and of the Board of Directors&#146; meetings in one or more books
provided for that purpose; </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
See that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
</P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Be custodian of the corporate
records and of the seal (if any) of the Company and see that any such seal of
the Company is affixed to all certificates for shares prior to the issue thereof
and to all documents, and execution of which on behalf of the Company under its
seal is duly authorized in accordance with the provisions of these Bylaws; </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Keep, or cause to be kept, a
register of the address of each Shareholder which shall be furnished by such
Shareholder; </P>
<P align=justify style="text-indent:5%">(e) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 with the President, or a
Vice President, certificates for shares of the Company, the issuance of which
shall have been authorized by resolution of the Board of Directors; </P>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Have general charge of the
stock transfer books of the Company; and </P>
<P align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him or her by the President or by the Board of Directors.
</P>
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<P align=justify style="text-indent:5%">5.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
ASSISTANT OFFICERS. The Board
may elect (or delegate to the Chairman or to the President the right to appoint)
such other officers and agents as may be necessary or desirable for the business
of the Company who shall perform such duties as shall be assigned to them by the
President, the Board of Directors, or the officer to whom they are to serve as
an assistant. </P>
<P align=justify style="text-indent:5%">5.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SALARIES. The salaries of
the executive officers shall be fixed from time to time by the Board of
Directors and no Officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a Director of the Company. The salaries of
the assistant officers shall be fixed by the Chief Executive Officer. </P>
<P align=center><B>ARTICLE VI. <BR>Contracts, Loans, Checks and Deposits
</B></P>
<P align=justify style="text-indent:5%">6.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
CONTRACTS. The Board of
Directors may authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the Company, and such authority may be general or confined to specific
instances. </P>
<P align=justify style="text-indent:5%">6.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
LOANS. No loans shall be
contracted on behalf of the Company and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the Board of Directors.
Such authority may be general or confined to specific instances. The Board of
Directors may from time to time: (a) borrow money upon the credit of the Company
in such amount and upon such terms as they think proper; (b) hypothecate, pledge
or mortgage die real and personal property of the Company; (c) provide security
for any loan to the Company; (d) sign bills, notes, contracts and other
evidences of, security for, money borrowed or to be borrowed; and (e) authorize
one or more directors or officers of the Company, with or without substitution,
to execute any or all documents necessary for the above purposes. </P>
<P align=justify style="text-indent:5%">6.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
CHECKS, DRAFTS, ETC. All
checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Company, shall be signed by
such officer or officers, agent or agents of the Company and in such manner as
shall from lime to time be determined by resolution of the Board of Directors.
</P>
<P align=justify style="text-indent:5%">6.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
DEPOSITS. All funds of the
Company not otherwise employed shall be deposited from time to time to the
credit of the Company in such banks, trust companies or other depositories as
the Board of Directors may select. </P>
<P align=center><B>ARTICLE VII. <BR>Certificates for Shares and Their Transfer
</B></P>
<P align=justify style="text-indent:5%">7.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
REGULATION. The Board of
Directors shall not issue shares of the Company in exchange for promissory notes
as consideration and may make any additional rules and regulations as it deems
appropriate concerning the issuance, transfer and registration of shares of the
Company, including the appointment of transfer agents and registrars. In
addition, the Board of Directors may determine that shares of the Company need
not be evidenced by certificates. In such case, the Company shall, within a
reasonable time after the issue or transfer of uncertificated shares, send the
shareholder a written statement of the information set forth below in Section
7.2. </P>
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<P align=justify style="text-indent:5%">7.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
CERTIFICATES FOR SHARES.
Certificates representing shares of the Company, if issued, shall be
respectively numbered serially for each class of shares, or series thereof, as
they are issued, may be impressed with the corporate seal, if any, or a
facsimile thereof, and shall be signed by the Corporate officers in accordance
with these Bylaws; provided that such signatures may be facsimile if the
certificate is countersigned by a transfer agent, or registered by a registrar
other than the Company itself or its employee. Each certificate shall state the
name of the Company, the fact that the Company is a Wyoming corporation, the
name of the person to whom issued, the date of issue, the class (or series of
any class), and the number of shares represented thereby, including the class of
shares and the designation of series, if applicable. A statement of the
designations, preferences, and rights of the shares of each class shall be set
forth in full or summarized on the face or back of the certificates which the
Company shall issue, or in lieu thereof, the certificate may set forth that such
a statement or summary will be furnished to any Shareholder upon request without
charge. Each certificate shall be otherwise in such form as may be prescribed by
the Act. </P>
<P align=justify style="text-indent:5%">The Company may, but shall not be
obligated to, issue scrip in lieu of any fractional shares, such scrip to have
terms and conditions specified by the Board of Directors and the Act. </P>
<P align=justify style="text-indent:5%">7.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
CANCELLATION OF CERTIFICATES.
All certificates surrendered to the Company for transfer shall be cancelled and
no new certificates shall be issued in lieu thereof until the former certificate
for a like number of shares shall have been surrendered and cancelled, except as
herein provided with respect to lost, stolen or destroyed certificates. </P>
<P align=justify style="text-indent:5%">7.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
LOST, STOLEN OR DESTROYED
CERTIFICATES. Any Shareholder claiming that his or her certificate for shares is
lost, stolen or destroyed may make an affidavit or affirmation of that fact and
lodge the same with the Secretary of the Company, accompanied by a written
request for a new certificate. Thereupon, such Shareholder shall give a
satisfactory bond of indemnity to the Company not exceeding an amount double the
value of the shares as represented by such certificate (but only if such bond is
expressly required by the President of the Company) and a new certificate may be
issued representing the same number, class and series of shares as were
represented by the certificate alleged to be lost, stolen or destroyed. </P>
<P align=justify style="text-indent:5%">7.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
TRANSFER OF SHARES. Subject
to the terms of any shareholder agreement relating to the transfer of shares,
any restrictions provided by applicable law, or other transfer restrictions
contained in the Articles of Incorporation or these Bylaws, shares of the
Company shall be transferable on the books of the Company by the holder thereof
in person or by his or her duly authorized attorney, upon the surrender and
cancellation of a certificate or certificates for a like number of shares (if
such shares are evidenced by a certificate). Upon presentation and surrender of
a certificate for shares properly endorsed and payment of all taxes therefor,
the transferee shall be entitled to a new certificate or certificates in lieu
thereof. As against the Company, a transfer of shares can be made only on the
books of the Company and in the manner hereinabove provided, and the Company
shall be entitled to treat the holder of record of any share as the owner
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the statutes
of the State of Wyoming.<B> </B></P>
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<P align=center><B>ARTICLE VIII. <BR></B><B>Voting Upon Shares Of Other
Corporations </B></P>
<P align=justify style="text-indent:5%">Unless otherwise ordered by the
Board of Directors, the President shall have full power and authority on behalf
of the Company to vote either in person or by proxy at any meeting of
Shareholders, and at any such meeting may possess and exercise all of the rights
and powers incident to the ownership of such shares which, as the owner thereof,
this Company might have possessed and exercised if present. The Board of
Directors may confer like powers upon any other person and may revoke any such
powers as granted at its pleasure. </P>
<P align=center><B>ARTICLE IX. <BR>Indemnification </B></P>
<P align=justify style="text-indent:5%">The Company shall indemnity a
Director as required by the mandatory indemnification provisions of the Act, to
the extent applicable, and as otherwise provided In the Articles of
Incorporation. </P>
<P align=center><B>ARTICLE X. <BR>Fiscal Year </B></P>
<P align=justify style="text-indent:5%">The fiscal year of the Company
shall be such twelve-month period as determined by the Board of Directors. </P>
<P align=center><B>ARTICLE XI. <BR>Dividends </B></P>
<P align=justify style="text-indent:5%">The Board of Directors may from
time to time, declare, and the Company may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions provided by law and its
Articles of Incorporation. </P>
<P align=center><B>ARTICLE XII. <BR>Waiver of Notice </B></P>
<P align=justify style="text-indent:5%">Whenever any notice whatever is
required to be given under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the provisions of the law
under which this Company is organized, waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. </P>
<P align=center><B>ARTICLE XIII. <BR></B><B>Conflict with Applicable Law or
Certificate of Incorporation </B></P>
<P align=justify style="text-indent:5%">These Bylaws are adopted subject
to any applicable law and the Articles of Incorporation. Whenever these Bylaws
may conflict with any applicable law or the Articles of Incorporation, such
conflict shall be resolved in favor of such law or the Articles of
Incorporation. </P>
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<P align=center><B>ARTICLE XIV. <BR>Amendments </B></P>
<P align=justify style="text-indent:5%">To the extent permitted by the
Act, these Bylaws may be altered, amended or repealed, and new Bylaws may be
adopted, by a majority vote of the Board of Directors. </P>
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