AMENDMENT TO BYLAWS
By majority vote of the Board of Directors (the "Board") approving a
resolution during a special meeting of the Board, Kanakaris Wireless, a Nevada
corporation (the "Corporation"), effective as of November 28, 2000 and in
accordance with Article VIII, Section 2 of the Corporation's Bylaws:
1. Article III, Section 1 of the Corporation's Bylaws has been amended
to read in its entirety as follows:
"SECTION 1. NUMBER OF DIRECTORS. The exact number of directors that
shall constitute the authorized number of members of the Board shall be
nine (9), all of whom shall be at least 18 years of age. The authorized
number of directors may from time to time be increased or decreased by
resolution of the directors of the corporation amending this section of
the Bylaws in compliance with Article VIII, Section 2 of these Bylaws.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of
office. Except as provided in Section 2 of this Article III, each
director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders."
The remainder of the Corporation's Bylaws remain in full force and
effect.
CERTIFICATE OF SECRETARY
The undersigned certifies that:
(1) The undersigned is the duly elected and acting Secretary of
Kanakaris Wireless, a Nevada corporation (the "Company"); and
(2) The foregoing Amendment to Bylaws constitutes the Amendment to
Bylaws of said corporation as duly adopted and approved at a special meeting of
the Board of Directors of the Company held on November 28, 2000.
IN WITNESS WHEREOF, I have hereunto subscribed my name as of the 28th
day of November, 2000.
/s/ Branch Lotspeich
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Branch Lotspeich, Secretary
