EXHIBIT 3.2
<P>
BY-LAWS
OF
SIERRA GIGANTE RESOURCES INC.
-----------------------------
A Nevada Corporation
<P>
ARTICLE I - OFFICES
<P>
The registered office of the Corporation in the State of
Nevada shall be located in the City and State designated in
the Articles of Incorporation. The Corporation may also
maintain offices at such other places within or without the
State of Nevada as the Board of Directors may, from time to
time, determine.
<P>
ARTICLE II - MEETING OF SHAREHOLDERS
------------------------------------
<P>
Section 1-Annual Meetings- (Chapter 78.310)
-------------------------
<P>
The annual meeting of the shareholders of the Corporation
shall be held at the time fixed, from time to time, by the
Directors.
<P>
Section2- Special Meetings- (Chapter 78.310)
--------------------------
<P>
Special meetings of the shareholders may be called by the
Board of Directors or such person or persons authorized by
the Board of Directors and shall be held within or without
the State of Nevada.
<P>
Section 3 - Place of Meetings: (Chapter 78.310)
------------------------------
<P>
Meetings of shareholders shall be held at the registered
office of the Corporation, or at such other places, within
or without the State of Nevada as the Directors may from
time to time fix. If no designation is made, the meeting
shall be held at the Corporation's registered office in the
state of Nevada.
<P>
Section 4 - Notice of Meetings: (Section 78.370)
-------------------------------
<P>
(a) Written or printed notice of each meeting of
shareholders, whether annual or special, signed by the
president, vice president or secretary, stating the time
when and place where it is to be held, as well as the
purpose or purposes for which the meeting is called, shall
be served either personally or by mail, by or at the
direction of the president, the secretary, or the officer or
the person calling the meeting, not less than ten or more
than sixty days before the date of the meeting, unless the
lapse of the prescribed time shall have been waived before
or after the taking of such action, upon each shareholder of
record entitled to vote at such meeting, and to any other
shareholder to whom the giving of notice may be required by
law. If mailed, such notice shall be deemed to be given
when de deposited in the United States mail, addressed to
the shareholder as it appears on the share transfer records
of the Corporation or to the current address, which a
shareholder has delivered to the Corporation in a written
notice.
-----------------------------------------
*Unless otherwise stated herein all references to "Sections"
in these Bylaws refer to those sections contained in Title
78 of the Nevada Private Corporations Law.
<P>
(b) Further notice to a shareholder is not required when
notice of two consecutive annual meetings, and all notices
of meetings or of the taking of action by written consent
without a meeting to him or her during, the period between
those two consecutive annual meetings- or all, and at least
two payments sent by first-class mail of dividends or
interest on securities during a 12-month period have been
mailed addressed to him or her at his or her address as
shown on the records of the Corporation and have been
returned undeliverable.
<P>
Section 5 - Quorum: (Section 78.320)
------------------
<P>
(a) Except as otherwise provided herein, or by law, or
in the Articles of Incorporation (such Articles and any
amendments thereof being hereinafter collectively referred
to as the "Articles of Incorporation"), a quorum shall be
present at all meetings of shareholders of the Corporation,
if the holders of a majority of the shares entitled to vote
on that matter are represented at the meeting in person or
by proxy.
<P>
(b) The subsequent withdrawal of any shareholder from
the meeting, after the commencement of a meeting, or the
refusal of any shareholder represented in person or by proxy
to vote, shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.
<P>
(c) Despite the absence of a quorum at any meeting of
shareholders, the shareholders present may adjourn the
meeting.
<P>
Section 6 - Voting and Acting: (Section 78.320 & 78.350)
------------------------------
<P>
(a) Except as otherwise provided by law, the Articles of
Incorporation, or these Bylaws, any corporate action, the
affirmative vote of the majority of shares entitled to vote
on that matter and represented either in person or by proxy
at a meeting of shareholders at which a quorum Is present,
shall be the act of the shareholders of the Corporation.
<P>
(b) Except as otherwise provided by statute, the
Certificate of Incorporation, or these bylaws, at each
meeting of shareholders, each shareholder of the Corporation
entitled to vote thereat, shall be entitled to one vote for
each share registered in his name on the books of the
Corporation. (c) Where appropriate communication facilities
are reasonably av"able, any or all shareholders shall have
the right to participate in any shareholders' meeting, by
means of conference telephone or any means of communications
by which all persons participating in the meeting are able
to hear each other.
<P>
Section 7 - Proxies: (Section 78.355)
--------------------
<P>
Each shareholder entitled to vote or to express consent or
dissent without a meeting, may do so either in person or by
proxy, so long as such proxy is executed in writing by the
shareholder himself, his authorized officer, director,
employee or agent or by causing the signature of the
stockholder to be affixed to the writing by any reasonable
means, including, but not limited to, a facsimile signature,
or by his attorney-in-fact there unto duly authorized in
writing. Every proxy shall be revocable at will unless the
proxy conspicuously states that it is irrevocable and the
proxy is coupled with an interest. A telegram, telex,
cablegram, or similar transmission by the shareholder, or a
photo-graphic, photostatic, facsimile, shall be treated as a
valid proxy, and treated as a substitution of the original
proxy, so long as such transmission is a complete
reproduction executed by the shareholder. If it is
determined that the telegram, cablegram or other electronic
transmission is valid, the persons appointed by the
Corporation to count the votes of shareholders and determine
the validity of proxies and ballots or other persons making
those determinations must specify the information upon which
they relied. No proxy shall be valid after the expiration
of six months from the date of its execution, unless
otherwise provided in the proxy. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed
with the records of the Corporation. If any shareholder
designates two or more persons to act as proxies, a majority
of those persons present at the meeting, or, if one is
present, then that one has and may exercise all of the
powers conferred by the shareholder upon all of the persons
so designated unless the shareholder provides other-wise.
<P>
Section 8 - Action Without a Meeting: (Section 78.320)
-------------------------------------
<P>
Unless otherwise provided for in the Articles of
Incorporation of the Corporation, any action to be taken at
any annual or special shareholders' meeting, may be taken
without a meeting, without prior notice and without a vote
if written consents are signed by a majority of the
shareholders of the Corporation, except however if a
different proportion of voting power is required by law, the
Articles of Incorporation or these Bylaws, than that
proportion of written consents is required. Such written
consents must be filed with the minutes of the proceedings
of the shareholders of the Corporation.
<P>
ARTICLE III - BOARD OF DIRECTORS
--------------------------------
<P>
Section 1 - Number, Term- Election and Qualifications:
------------------------------------------------------
(Section 78.115, 78.330)
(a) The first Board of Directors and all subsequent
Boards of the Corporation shall consist of unless and until
otherwise determined by vote of a majority of the entire
Board of Directors. The Board of Directors or shareholders
all have the power, in the interim between annual and
special meetings of the shareholders, to increase or
decrease the number of Directors of the Corporation. A
Director need not be a shareholder of the Corporation unless
the Certificate of Incorporation of the Corporation or these
Bylaws so require.
<P>
(b) Except as may otherwise be provided herein or in the
Articles of Incorporation, the members of the Board of
Directors of the Corporation shall be elected at the first
annual shareholders' meeting and at each annual meeting
thereafter, unless their terms are staggered in the Articles
of Incorporation of the Corporation or these Bylaws, by a
plurality of the votes cast at a meeting of shareholders, by
the holders of shares entitled to vote in the election.
<P>
(c) The first Board of Directors shall hold office until
the first annual meeting of shareholders and until their
successors have been duly elected and qualified or until
there is a decrease in the number of Directors.
Thereinafter, Directors will be elected at the annual
meeting of shareholders and shall hold office until the
annual meeting of the shareholders next succeeding his
election, unless their terms are staggered in the Articles
of Incorporation of the Corporation (so long as at least one
- fourth in number of the Directors of the Corporation are
elected at each annual shareholders' meeting) or these
Bylaws, or until his prior death, resignation or removal.
Any Director may resign at any time upon written notice of
such resignation to the Corporation.
<P>
(d) All Directors of the Corporation shall have equal
voting power unless the Articles of Incorporation of the
Corporation provide that the voting power of individual
Directors or classes of Directors are greater than or less
than that of any other individual Directors or classes of
Directors, and the different voting powers may be stated in
the Articles of Incorporation or may be dependent upon any
fact or event that may be ascertained outside the Articles
of Incorporation if the manner in which the fact or event
may operate on those voting powers is stated in the Articles
of Incorporation. If the Articles of Incorporation provide
that any Directors have voting power greater than or less
than other Directors of the Corporation, every reference in
these Bylaws to a majority or other proportion of Directors
shall be deemed to refer to majority or other proportion of
the voting power of all the Directors or classes of
Directors, as may be required by the Articles of
Incorporation.
<P>
Section 2 - Duties and Power: (Section 78.120)
----------------------------
<P>
The Board of Directors shall be responsible for the control
and management of the business and affairs, property and
interests of the Corporation, and may exercise all powers of
the Corporation, except such as those stated under Nevada
state law, are in the Articles of Incorporation or by these
Bylaws, expressly conferred upon or reserved to the
shareholders or any other person or persons named therein.
<P>
Section 3 - Regular Meetings- Notice: (Section 78.310)
-------------------------------------
<P>
(a) A regular meeting of the Board of Directors shall be
held either within or without the State of Nevada at such
time and at such place as the Board shall fix.
<P>
(b) No notice shall be required of any regular meeting
of the Board of Directors and, if given, need not specify
the purpose of the meeting; provided, however, that in case
the Board of Directors shall fix or change the time or place
of any regular meeting when such time and place was fixed
before such change, notice of such action shall be given to
each director who shall not have been present at the meeting
at which such action was taken within the time limited, and
in the manner set forth in these Bylaws with respect to
special meetings, unless such notice shall be waived in the
manner set forth in these Bylaws.
<P>
Section 4 - Special Meetings; Notice: (Section 78.310)
-------------------------------------
<P>
(a) Special meetings of the Board of Directors shall be
held at such time and place as may be specified in the
respective notices or waivers of notice thereof.
<P>
(b) Except as otherwise required statute, written notice
of special meetings shall be mailed directly to each
Director, addressed to him at his residence or usual place
of business, or delivered orally, with sufficient time for
the convenient assembly of Directors thereat, or shall be
sent to him at such place by telegram, radio or cable, or
shall be delivered to him personally or given to him orally,
not later than the day before the day on which the meeting
is to be held. If mailed, the notice of any special
meeting, shall be deemed to be delivered on the second day
after it is deposited in the United States malls, so
addressed, with postage prepaid. If notice is given by
telegram, it shall be deemed to be delivered when the
telegram is delivered to the telegraph company. A notice,
or waiver of notice, except as required by these Bylaws,
need not specify the business to be transacted at or the
purpose or purposes of the meeting.
<P>
(c) Notice of any special meeting shall not be required
to be given to any Director who shall attend such meeting
without protesting prior thereto or at its commencement, the
lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any
adjourned meeting shall not be required to be given.
<P>
Section 5 - Chairperson:
------------------------
<P>
The Chairperson of the Board, if any and if present, shall
preside at all meetings of the Board of Directors. If there
shall be no Chairperson, or he or she shall be absent, then
the President shall preside, and in his absence, any other
director chosen by the Board of Directors shall preside.
<P>
Section 6 - Quorum and Adjournments (Section 78.315)
-----------------------------------
<P>
(a) At all meetings of the Board of Directors, or any
committee thereof, the presence of a majority of the entire
Board, or such committee thereof, shall constitute a quorum
for the transaction of business, except as otherwise
provided by law, by the Certificate of Incorporation, or
these Bylaws.
<P>
(b) A majority of the directors present at the time and
place of any regular or special meeting, although less than
a quorum, may adjourn the same from time to time without
notice, whether or not a quorum exists. Notice of such
adjourned meeting shall be given to Directors not present at
time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the
adjournment, to the other Directors who were present at the
adjourned meeting.
<P>
Section 7 - Manner of Acting: (Section 78.315)
-----------------------------
<P>
(a) At all meetings of the Board of Directors, each
director present shall have one vote, irrespective of the
number of shares of stock, if any, which he may hold.
<P>
(b) Except as otherwise provided by law, by the Articles
of Incorporation, or these bylaws, action approved by a
majority of the votes of the Directors present at any
meeting of the Board or any committee thereof, at which a
quorum is present shall be the act of the Board of Directors
or any committee thereof.
<P>
(c) Any action authorized in writing made prior or
subsequent to such action, by all of the Directors entitled
to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors, or
any committee thereof, and have the same force and effect as
if the same had been passed by unanimous vote at a duly
called meeting of the Board or committee for all purposes.
(d) Where appropriate communications facilities are
reasonably available, any or all directors shall have the
right to participate in any Board of Directors meeting, or a
committee of the Board of' Directors meeting, by means of
conference telephone or any means of communications by which
all persons participating in the meeting are able to hear
each other.
<P>
Section 8 - Vacancies 7: (Section 78.335)
-----------------------
<P>
(a) Unless otherwise provided for by the Articles of
Incorporation of the Corporation, any vacancy in the Board
of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation,
disqualification, removal or inability to act of any
director, or other cause, shall be filled by an affirmative
vote of a majority of the remaining directors, though less
than a quorum of the Board or by a sole remaining Director,
at any regular meeting or special meeting of the Board of
Directors called for that purpose except whenever the
shareholders of any class or classes or series thereof are
entitled to elect one or more Directors by the Certificate
of Incorporation of the Corporation, vacancies and newly
created directorships of such class or classes or series may
be filled by a majority of the Directors elected by such
class or classes or series thereof then in office, or by a
sole remaining Director so elected.
<P>
(b) Unless otherwise provided for by law, the Articles
of Incorporation or these Bylaws, when one or more Directors
shall resign from the board and such resignation is
effective at a future date, a majority of the directors,
then in office, including those who have so resigned, shall
have the power to fill such vacancy or vacancies, the vote
otherwise to take effect when such resignation or
resignations shall become effective.
<P>
Section 9 - Resignation: (Section 78.335)
-----------------------
<P>
A Director may resign at any time by giving written notice
of such resignation to the Corporation. Section
<P>
10 - Removal: (Section 78.335)
-------------
<P>
Unless otherwise provided for by the Articles of
Incorporation, one or more or all the Directors of the
Corporation may be removed with or without cause at any time
by a vote of two-thirds of the shareholders entitled to vote
thereon, at a special meeting of the shareholders called for
that purpose, unless the Articles of Incorporation provide
that Directors may only be removed for cause, provided
however, such Director shall not be removed if the
Corporation states in its Articles of Incorporation that its
Directors shall be elected by cumulative voting and there
are a sufficient number of shares cast against his or her
removal, which if cumulatively voted at an election of
Directors would be sufficient to elect him or her. If a
Director was elected by a voting group of shareholders, only
the shareholders of that voting group may participate in the
vote to remove that Director.
<P>
Section 11- Compensation: (Section 78.140)
--------------------------
<P>
The Board of Directors may authorize and establish
reasonable compensation of the Directors for services to the
Corporation as Directors, including, but not limited to
attendance at any annual or special meeting of the Board.
<P>
Section 12 - Committees: (Section 78.125)
------------------------
<P>
Unless otherwise provided for by the Articles of
Incorporation of the Corporation, the Board of Directors,
may from time to time designate from among its members one
or more committees, and alternate members thereof, as they
deem desirable, each consisting of one or more members, with
such powers and authority (to the extent permitted by law
and these Bylaws) as may be provided in such resolution.
Unless the Articles of Incorporation or Bylaws state
otherwise, the Board of Directors may appoint natural
persons who are not Directors to serve on such committees
authorized herein. Each such committee shall serve at the
pleasure of the Board and, unless otherwise stated by law,
the Certificate of Incorporation of the Corporation or these
Bylaws, shall be governed by the rules and regulations
stated herein regarding the Board of Directors.
<P>
ARTICLE IV - OFFICERS
----------------------
<P>
Section 1 - Number, Qualifications, Election and Term of
--------------------------------------------------------
Office: (Section 78.130)
-------
<P>
(a) The Corporation's officers shall have such titles
and duties as shall be stated in these Bylaws or in a
resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the
Corporation shall consist of a president, secretary and
treasurer, and also may have one or more vice presidents,
assistant secretaries and assistant treasurers and such
other officers as the Board of Directors may from time to
time deem advisable. Any officer may hold two or more
offices in the Corporation.
<P>
(b) The officers of the Corporation shall be elected by
the Board of Directors at the regular annual
meeting of the Board following the annual meeting of
shareholders.
<P>
(c) Each officer shall hold office until the annual
meeting of the Board of Directors next succeeding his
election, and until his successor shall have been duly
elected and qualified, subject to earlier termination by his
or her death, resignation or removal.
<P>
Section 2 - Resignation:
---------
<P>
Any officer may resign at any time by giving written notice
of such resignation to the Corporation.
<P>
Section 3 - Removal:
---------
<P>
Any officer elected by the Board of Directors may be
removed, either with or without cause, and a successor
elected by the Board at any time, and any officer or
assistant officer, if appointed by another officer, may
likewise be removed by such officer.
<P>
Section 4 - Vacancies:
---------------------
<P>
(a) A vacancy, however caused, occurring in the Board
and any newly created Directorships resulting from an
increase in the authorized number of Directors may be filled
by the Board of Directors.
<P>
Section 5 - Bonds:
------------------
<P>
The Corporation may require any or all of its officers or
Agents to post a bond, or otherwise, to the Corporation for
the faithful performance of their positions or duties.
<P>
Section 6 - Compensation:
-------------------------
<P>
The compensation of the officers of the Corporation shall be
fixed from time to time by the Board of Directors.
<P>
ARTICLE V - SHARES OF STOCK
---------------------------
<P>
Section 1 - Certificate of Stock: (Section 78.235)
---------------------------------
<P>
(a) The shares of the Corporation shall be represented
by certificates or shall be uncertificated shares.
<P>
(b) Certificated shares of the Corporation shall be
signed, (either manually or by facsimile), by officers or
agents designated by the Corporation for such purposes, and
shall certify the number of shares owned by him in the
Corporation. Whenever any certificate is countersigned or
otherwise authenticated by a transfer agent or transfer
clerk, and by a registrar, then a facsimile of the
signatures of the officers or agents, the transfer agent or
transfer clerk or the registrar of the Corporation may be
printed or lithographed upon the certificate in lieu of the
actual signatures If the Corporation uses facsimile
signatures of its officers and agents on its stock
certificates, it cannot act as registrar of its own stock,
but its transfer agent and registrar may be identical if the
institution acting in those dual capacities countersigns or
otherwise authenticates any stock certificates in both
capacities. If any officer who has signed or whose
facsimile signature has been placed upon such certificate,
shall have ceased to be such officer before such certificate
is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of its issue.
<P>
(c) If the Corporation issues uncertificated shares as
provided for in these Bylaws, within a reasonable time after
the issuance or transfer of such uncertificated shares, and
at least annually thereafter, the Corporation shall send the
shareholder a written statement certifying the number of
shares owned by such shareholder in the Corporation.
<P>
(d) Except as otherwise provided by law, the rights and
obligations of the holders of uncertificated shares and the
rights and obligations of the holders of certificates
representing shares of the same class and series shall be
identical.
<P>
Section 2 - Lost or Destroyed Certificates: (Section
-------------------------------------------
104.8405)
<P>
The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed if the owner:
<P>
(a) so requests before the Corporation has notice that
the shares have been acquired by a bona fide purchaser,
<P>
(b) files with the Corporation a sufficient indemnity
bond; and
<P>
(c) satisfies such other requirements, including
evidence of such loss, theft or destruction, as
may be imposed by the Corporation.
<P>
Section 3 - Transfers of Shares: (Section 104.8401, 104.8406
--------------------------------
& 104.8416)
<P>
(a) Transfers or registration of transfers of shares of
the Corporation shall be made on the stock transfer books of
the Corporation by the registered holder thereof, or by his
attorney duly authorized by a written power of attorney; and
in the case of shares represented by certificates, only
after the surrender to the Corporation of the certificates
representing such shares with such shares property endorsed,
with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation
may reasonably require, and the payment of all stock
transfer taxes due thereon.
<P>
(b) The Corporation shall be entitled to treat the
holder of record of any share or shares as the absolute
owner thereof for all purposes and, accordingly, shall not
be bound to recognize any legal, equitable or other claim
to, or interest in, such share or shares on the part of any
other person, whether or not it shall have express or other
notice thereof, except as otherwise expressly provided by
law.
<P>
Section 4 - Record Date: (Section 78.215 & 78.350)
-----------------------
<P>
(a) The Board of Directors may fix, in advance, which
shall not be more than sixty days before the meeting or
action requiring a determination of shareholders, as the
record date for the determination of shareholders entitled
to receive notice of, or to vote at, any meeting of
shareholders, or to consent to any proposal without a
meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividends, or allotment
of any rights, or for the purpose of any other action. If
no record date is fixed, the record date for shareholders
entitled to notice of meeting shall be at the close of
business on the day preceding the day on which notice is
given, or, if no notice is given, the day on which the
meeting is held, or if notice is waived, at the close of
business on the day before the day on which the meeting is
held.
<P>
(b) The Board of Directors may fix a record date, which
shall not precede the date upon which the resolution fixing
the record date is adopted for shareholders entitled to
receive payment of any dividend or other distribution or
allotment of any rights of shareholders entitled to exercise
any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action.
<P>
(c) A determination of shareholders entitled to notice
of or to vote at a shareholders' meeting is effective for
any adjournment of the meeting unless the Board of Directors
fixes a new record date for the adjourned meeting.
<P>
Section 5 - Fractions of Shares/Scrip: (Section 78.205)
-------------------------------------
<P>
The Board of Directors may authorize the issuance of
certificates or payment of money for fractions of a share,
either represented by a certificate or uncertificated, which
shall entitle the holder to exercise voting rights, receive
dividends and participate in any assets of the Corporation
in the event of liquidation, in proportion to the fractional
holdings, or it may authorize the payment in case of the
fair value of fractions of a share as of the time when those
entitled to receive such fractions are determined; or it may
authorize the issuance, subject to such conditions as may be
permitted by law, of scrip in registered or bearer form over
the manual or facsimile signature of an officer or agent of
the Corporation or its agent for that purpose, exchangeable
as therein provided for full shares, but such scrip shall
not entitle the holder to any rights of shareholder, except
as therein provided. The scrip may contain any provisions
or conditions that the Corporation deems advisable. If a
scrip ceases to be exchangeable for full share certificates,
the shares that would otherwise have been issuable as
provided on the scrip are deemed to be treasury shares
unless the scrip contains other provisions for their
disposition.
<P>
ARTICLE VI - DIVIDENDS: (Section 78,215 & 78.288)
------------------------
<P>
(a) Dividends may be declared and paid out of any funds
available therefor, as often, in such amounts, and at such
time or times as the Board of Directors may determine and
shares may be issued pro rata and without consideration to
the Corporation's shareholders or to the shareholders of one
or more classes or series.
<P>
(b) Shares of one class or series may not be issued as a
share dividend to shareholders of another class or series
unless:
<P>
(i) so authorized by the Articles of Incorporation;
(ii) a majority of the shareholders of the class or
series to be issued approve the issue; or
(iii) there are no outstanding shares of the class or
series of shares that are authorized to be
issued.
<P>
ARTICLE VII - FISCAL, YEAR
---------------------------
<P>
The fiscal year of the Corporation shall be fixed, and shall
be subject to change by the Board of Directors from time to
time, subject to applicable law.
<P>
ARTICLE VIII - CORPORATE SEAL (Section 78-065)
-----------------------------
<P>
The corporate seal, if any, shall be in such form as shall
be prescribed and altered, from time to time, by the Board
of Directors. The use of a seal or stamp by the Corporation
on corporate documents is not necessary and the lack thereof
shall not in any way affect the legality of a corporate
document.
<P>
ARTICLE IX - AMENDMENTS
-----------------------
<P>
Section 1 - By Shareholders:
----------------------------
<P>
All Bylaws of the Corporation shall be subject to alteration
or repeal, and new Bylaws may be made, by a majority vote of
the shareholders at the time entitled to vote in the
election of Directors even though these Bylaws may also be
altered, amended or repealed by the Board of Directors.
<P>
Section 2 - By Directors: (Section 78.120)
-------------------------
<P>
The Board of Directors shall have power to make, adopt,
alter, amend and repeal, from time to time, Bvlaws of the
Corporation.
<P>
ARTICLE X - WAIVER OF NOTICE: (Section 78.375)
-----------------------------
<P>
Whenever any notice is required to be given by law, the
Articles of Incorporation or these Bylaws, a written waiver
signed by the person or persons entitled to such notice,
whether before or after the meeting by any person, shall
constitute a waiver of notice of such meeting.
<P>
ARTICLE XI - INTERESTED DIRECTORS: (Section 78.140)
----------------------------------
<P>
No contract or transaction shall be void or voidable if such
contract or transaction is between the corporation and one
or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership,
association, or other organization in which one or more of
its Directors or Officers, are directors or officers, or
have a financial interest, when such Director or Officer is
present at or participates in the meeting of the Board, or
the committee of the shareholders which authorizes the
contract or transaction or his, her or their votes are
counted for such purpose, if:
<P>
(a) the material facts as to his, her or their
relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of
Directors or the committee and are noted in the minutes of
such meeting, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested Directors, even
though the disinterested Directors be less than a quorum; or
<P>
(b) the material facts as to his, her or their
relationship or relationships or interest or interests and
as to the contract or transaction are disclosed or are known
to the shareholders entitled to vote thereon, and the
contract or transaction is specifically approved in good
faith by vote of the shareholders; or
<P>
(c) the contract or transaction is fair as to the
Corporation as -of the time it is authorized, approved or
ratified, by the Board of Directors, a committee of the
shareholders; or
<P>
(d) the fact of the common directorship, office or
financial interest is not disclosed or known to the Director
or Officer at the time the transaction is brought before the
Board of Directors of the Corporation for such action.
<P>
Such interested Directors may be counted when determining
the presence of a quorum at the Board of Directors' or
committee meeting authorizing the contract or transaction.
<P>
ARTICLE XII - ANNUAL, LIST OF OFFICERS, DIRECTORS AND
------------------------------------------------------
REGISTERED AGENT: (Section 78.150 & 78.165)
-----------------
<P>
The Corporation shall, within sixty days after the filing of
its Articles of Incorporation with the Secretary of State,
and annually thereafter on or before the last day of the
month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its
president, secretary and treasurer and all of its Directors,
along with the post office box or street address, either
residence or business, and a designation of its resident
agent in the state of Nevada. Such list shall be certified
by an officer of the Corporation.
<P>
