AMENDED AND RESTATED
BYLAWS FOR THE REGULATION,
EXCEPT AS OTHERWISE PROVIDED BY STATUTE
OR ITS ARTICLES OF INCORPORATION, OF
BILTMORE VACATION RESORTS, INC.
(FORMERLY CYBER INFORMATION, INC.)
ARTICLE 1
Offices
Section 1.01 - PRINCIPAL AND REGISTERED OFFICE
----------------------------------------------
The principal and registered office for the transaction of the business
of the Corporation is hereby fixed and located at 2110 E. Flamingo Road, Suite
110, Las Vegas, Nevada 89119. The Corporation may have such other offices,
either within or without the State of Nevada as the Corporation's board of
directors (the "Board") may designate or as the business of the Corporation may
require from time to time.
Section 1.02 - OTHER OFFICES
----------------------------
Branch or subordinate offices may at any time be established by the
Board at any place or places wherein the Corporation is qualified to do
business.
ARTICLE 2
Meetings of Shareholders
Section 2.01 - MEETING PLACE
----------------------------
All annual meetings of shareholders and all other meetings of
shareholders shall be held either at the principal office or at any other place
within or without the State of Nevada which may be designated either by the
Board, pursuant to authority hereinafter granted, or by the written consent of
all shareholders entitle to vote thereat, given either before or after the
meeting and filed with the secretary of the Corporation.
Section 2.02 - ANNUAL MEETINGS
------------------------------
A. The annual meetings of shareholders shall be held on the anniversary
date of the date of incorporation at the hour of 2:00 o'clock p.m., commencing
with the year 1995, provided, however, that should the day of the annual meeting
fall upon a legal holiday, then any such annual meeting of shareholders shall be
held at the same time and place on the next business day thereafter which is not
a legal holiday.
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<PAGE>
B. Written notice of each annual meeting signed by the president or
vice president, or the secretary, or an assistant secretary, or by such other
person or persons as the Board may designate, shall be given to each shareholder
entitled to vote thereat, either personally or by mail or other means of written
communication, charges prepaid, addressed to such shareholder at his address
appearing on the books of the Corporation or given by him to the Corporation for
the purpose of notice. If a shareholder gives no address, notice shall be deemed
to have been given to him if sent by mail or other means of written
communication addressed to the place where the principal office of the
Corporation is situated, or if published at least once in some newspaper of
general circulation in the country in which said office is located. All such
notices shall be sent to each shareholder entitled thereto, or published, not
less than ten (10) nor more than sixty (60) days before each annual meeting, and
shall specify the place, the day and the hour of such meeting, and shall also
state the purpose or purposes for which the meeting is called.
C. Failure to hold the annual meeting shall not constitute dissolution
or forfeiture of the Corporation, and a special meeting of the shareholders may
take the place thereof.
SECTION 2.03 - SPECIAL MEETINGS.
--------------------------------
Special meetings of the shareholders, for any purpose or purposes
whatsoever, may be called at any time by the president or by the Board, or by
one or more of the shareholders holding not less that ten percent (10%) of the
voting power of the Corporation. Except in special cases where other express
provision is made by statute, notice of such special meetings shall be given in
the same manner as for annual meetings of shareholders. Notices of any special
meeting shall specify in addition to the place, day and hour of such meeting,
the purpose or purposes for which the meeting is called.
SECTION 2.04 - ADJOURNED MEETINGS AND NOTICE THEREOF.
-----------------------------------------------------
A. Any shareholders' meeting, annual or special, whether or not a
quorum is present, may be adjourned from time to time by vote of a majority of
the shares, the holders of which are either present in person or represented by
proxy thereat, but in the absence of a quorum, no other business may be
transacted at any such meeting.
B. When any shareholders' meeting, either annual or special, is
adjourned for thirty (30) days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Otherwise, it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting, other than by announcement at the meeting at
which such adjournment is taken.
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SECTION 2.05 - ENTRY OF NOTICE.
-------------------------------
Whenever any shareholder entitled to vote has been absent from any
meeting of shareholders, whether annual or special, any entry in the minutes to
the effect that notice has been duly given shall be conclusive and
incontrovertible evidence that due notice of such meeting was given to such
shareholder, as required by law and these bylaws.
SECTION 2.06 - VOTING.
----------------------
At all annual and special meetings of shareholders, each shareholder
entitled to vote thereat shall have one vote for each share of stock so held and
represented at such meetings, either in person or by written proxy, unless the
Corporation's articles of incorporation ("Articles") provide otherwise, in which
event, the voting rights, powers and privileges prescribed in the Articles shall
prevail. Voting for directors and, upon demand of any shareholder, upon any
question at any meeting, shall be by ballot. If a quorum is present at a meeting
of the shareholders, the vote of a majority of the shares represented at such
meeting shall be sufficient to bind the corporation, unless otherwise provided
by law or the Articles.
SECTION 2.07 - QUORUM.
----------------------
The presence in person or by proxy of the holders of a majority of the
shares entitled to vote at any meeting shall constitute a quorum for the
transaction of business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
SECTION 2.08 - CONSENT OF ABSENTEES.
------------------------------------
The transactions of any meeting of shareholders, either annual or
special, however called and notice given thereof, shall be as valid as though
done at a meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or after the
meeting, each of the shareholders entitled to vote, not present in person or by
proxy, sign a written Waiver of Notice, or a consent to the holding of such
meeting, or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of such meeting.
SECTION 2.09 - PROXIES.
-----------------------
Every person entitled to vote or execute consent shall have the right
to do so either in person or by an agent or agents authorized by a written proxy
executed by such person or his duly authorized agent and filed with the
secretary of the Corporation; provided however, that no such proxy shall be
valid after the expiration of eleven (11) months from the date of its execution,
unless the shareholder executing it specifies therein the length of time for
which such proxy is to continue in force, which in no case shall exceed seven
(7) years from the date of its execution.
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<PAGE>
SECTION 2.10 - SHAREHOLDER ACTION WITHOUT A MEETING.
----------------------------------------------------
Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if a written consent thereto is
signed by shareholders holding at least a majority of the voting power, except
that if a different proportion of voting power is required for such an action at
a meeting, then that proportion of written consents is required. In no instance
where action is authorized by this written consent need a meeting of
shareholders be called or notice given. The written consent must be filed with
the proceedings of the shareholders.
ARTICLE 3
BOARD OF DIRECTORS
SECTION 3.01 - POWERS.
----------------------
Subject to the limitations of the Articles, these bylaws, and the
provisions of Nevada corporate law as to action to be authorized or approved by
the shareholders, and subject to the duties of directors as prescribed by these
bylaws, all corporate powers shall be exercised by or under the authority of,
and the business and affairs of the corporation shall be controlled by, the
Board. Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors shall have the
following powers:
A. To select and remove all the other officers, agents and employees of
the Corporation, prescribe such powers and duties for them as are not
inconsistent with law, with the Articles, or these bylaws, fix their
compensation, and require from them security for faithful service.
B. To conduct, manage and control the affairs and business of the
Corporation, and to make such rules and regulations therefore not inconsistent
with the law, the Articles, or these bylaws, as they may deem best.
C. To change the principal office for the transaction of business if
such change becomes necessary or useful; to fix and locate from time to time one
or more subsidiary offices of the Corporation within or without the State of
Nevada, as provided in Section 1.02 of Article 1 hereof; to designate any place
within or without the State of Nevada for the holding of any shareholders'
meeting or meetings; and to adopt, make and use a corporate seal, and to
prescribe the forms of certificates of stock, and to alter the form of such seal
and of such certificates from time to time, as in their judgment they may deem
best, provided such seal and such certificates shall at all times comply with
the provisions of law.
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<PAGE>
D. To authorize the issuance of shares of stock of the Corporation from
time to time, upon such terms as may be lawful, in consideration of money paid,
labor done or services actually rendered, debts or securities cancelled, or
tangible or intangible property actually received, or in the case of shares
issued as a dividend, against amounts transferred from surplus to stated
capital.
E. To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefore, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecation or other evidences of debt and securities therefore.
F. To appoint an executive committee and other committees and to
delegate to the executive committee any of the powers and authority of the Board
in management of the business and affairs of the Corporation, except the power
to declare dividends and to adopt, amend or repeal bylaws. The executive
committee shall be composed of one or more directors.
SECTION 3.02 - NUMBER AND QUALIFICATION OF DIRECTORS.
-----------------------------------------------------
The authorized number of directors of the Corporation shall not be less
than one (1) nor more than twelve (12).
SECTION 3.03 - ELECTION AND TERM OF OFFICE.
-------------------------------------------
The directors shall be elected at each annual meeting of shareholders,
but if any such annual meeting is not held, or the directors are not elected
thereat, the directors may be elected at any special meeting of shareholders.
All directors shall hold office until their respective successors are elected.
SECTION 3.04 - VACANCIES.
-------------------------
A. Vacancies in the Board may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, and each
director so elected or appointed shall hold office until his successor is
elected at an annual or a special meeting of the shareholders.
B. A vacancy or vacancies in the Board shall be deemed to exist in case
of the death, resignation or removal of any director, or if the authorized
number of directors be increased, or if the shareholders fail at any annual or
special meeting of shareholders at which any director or directors are elected
to elect the full authorized number of directors to be voted for at that
meeting.
C. The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors.
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<PAGE>
D. No reduction of the authorized number of directors shall have the
effect of removing any director unless also authorized by a vote of the
shareholders.
ARTICLE 4
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 4.01 - PLACE OF MEETINGS.
---------------------------------
Regular meetings of the Board shall be held at any place within or
without the State of Nevada which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board. In
the absence of such designation, regular meetings of the Board may be held
either at a place so designated, or at the principal office of the Corporation.
Special meetings of the Board may be held either at a place so designated, or at
the principal office. Failure to hold an annual meeting of the Board shall not
constitute forfeiture or dissolution of the Corporation.
SECTION 4.02 - ORGANIZATION MEETING.
------------------------------------
Immediately following each annual meeting of shareholders, the Board
shall hold a regular meeting for the purpose of organization, election of
officers, and the transaction of other business. Notice of such meeting is
hereby dispensed with.
SECTION 4.03 - OTHER REGULAR MEETINGS.
--------------------------------------
Other regular meetings of the Board shall be held, whether monthly or
quarterly or by some other schedule, at a day and time as set by the president;
provided however, that should the day of the meeting fall upon a legal holiday,
then such meeting shall be held at the same time on the next business day
thereafter which is not a legal holiday. Notice of all such regular meetings of
the Board is hereby required.
SECTION 4.04 - SPECIAL MEETINGS.
--------------------------------
A. Special meetings of the Board may be called at any time for any
purpose or purposes by the president, or, if he is absent or unable or refuses
to act, by any vice president or by any two directors.
B. Written notice of the time and place of special meetings shall be
delivered personally to each director or sent to each director by mail
(including overnight delivery services such as Federal Express) or telegraph,
charges prepaid, addressed to him at his address as it is shown upon the records
of the Corporation, or if it is not shown upon such records or is not readily
ascertainable, at the place in which the regular meetings of the directors are
normally held. No such notice is valid unless delivered to the director to whom
it was addressed at least twenty-four (24) hours prior to the time of the
holding of the meeting.
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<PAGE>
However, such mailing, telegraphing, or delivery as above provided herein shall
constitute prima facie evidence that such director received proper and timely
notice.
SECTION 4.05 - NOTICE OF ADJOURNMENT.
-------------------------------------
Notice of the time and place of holding an adjourned meeting need not
be given to absent directors, if the time and place be fixed at the meeting
adjourned.
SECTION 4.06 - WAIVER OF NOTICE.
--------------------------------
The transactions of any meeting of the Board, however called and
noticed or wherever held, shall be as valid as though a meeting had been duly
held after regular call and notice, if a quorum be present, and if, either
before or after the meeting, each of the directors not present sign a written
waiver of notice or a consent to holding such meeting or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
SECTION 4.07 - QUORUM.
----------------------
If the Corporation has only one director, then the presence of that one
director constitutes a quorum. If the Corporation has only two directors, then
the presence of both such directors is necessary to constitute a quorum. If the
Corporation has three or more directors, then a majority of those directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. A director may be present at a
meeting either in person or by telephone. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a quorum is
present, shall be regarded as the act of the Board, unless a greater number be
required by law or by the Articles.
SECTION 4.08 - ADJOURNMENT.
---------------------------
A quorum of the directors may adjourn any directors' meeting to meet
again at a stated day and hour; provided however, that in the absence of a
quorum, a majority of the directors present at any directors' meeting, either
regular or special, may adjourn such meeting only until the time fixed for the
next regular meeting of the Board.
SECTION 4.09 - FEES AND COMPENSATION.
-------------------------------------
Directors shall not receive any stated salary for their services as
directors, but by resolution of the Board, a fixed fee, with or without expenses
of attendance, may be allowed for attendance at each meeting. Nothing stated
herein shall be construed to preclude any director from serving the Corporation
in any other capacity as an officer, agent, employee, or otherwise, and
receiving compensation therefore.
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<PAGE>
SECTION 4.10 - ACTION WITHOUT A MEETING.
----------------------------------------
Any action required or permitted to be taken at a meeting of the Board,
or a committee thereof, may be taken without a meeting if, before or after the
action, a written consent thereto is signed by all the members of the Board or
of the committee. The written consent must be filed with the proceedings of the
Board or committee.
ARTICLE 5
OFFICERS
SECTION 5.01 - EXECUTIVE OFFICERS.
----------------------------------
The executive officers of the Corporation shall be a president, a
secretary, and a treasurer/chief financial officer. The corporation may also
have, at the direction of the Board, a chairman of the Board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 5.03 of this Article. Officers other than the president and the chairman
of the board need not be directors. Any one person may hold two or more offices,
unless otherwise prohibited by the Articles or by law.
SECTION 5.02 - APPOINTMENT.
---------------------------
The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Sections 5.03 and 5.05 of this
Article, shall be appointed by the Board, and each shall hold his office until
he resigns or is removed or otherwise disqualified to serve, or his successor is
appointed and qualified.
SECTION 5.03 - SUBORDINATE OFFICERS.
------------------------------------
The Board may appoint such other officers as the business of the
Corporation may require, each of whom shall hold office for such period, have
such authority, and perform such duties as are provided in these bylaws or as
the Board may from time to time determine.
SECTION 5.04 - REMOVAL AND RESIGNATION.
---------------------------------------
A. Any officer may be removed, either with or without cause, by a
majority of the directors at the time in office, at any regular or special
meeting of the Board.
B. Any officer may resign at any time by giving written notice to the
Board or to the president or secretary. Any such resignation shall take effect
on the date such notice is received or at any later time specified therein; the
acceptance of such resignation shall not be necessary to make it effective.
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<PAGE>
SECTION 5.05 - VACANCIES.
-------------------------
A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to such office.
SECTION 5.06 - CHAIRMAN OF THE BOARD.
-------------------------------------
The Chairman of the Board, if there be such an office, shall, if
present, preside at all meetings of the Board, and exercise and perform such
other powers and duties as may be from time to time assigned to him by the Board
or prescribed by these bylaws.
SECTION 5.07 - PRESIDENT.
-------------------------
Subject to such supervisory powers, if any, as may be given by the
Board to the Chairman of the Board (if there be such an officer), the president
shall be the chief executive officer of the Corporation and shall, subject to
the control of the Board, have general supervision, direction and control of the
business and officers of the Corporation. He shall preside at all meetings of
the shareholders and, in the absence of the Chairman of the Board, or if there
be none, at all meetings of the Board. He shall be an ex-officio member of all
the standing committees, including the executive committee, if any, and shall
have the general powers and duties of management usually vested in the office of
president of a corporation, and shall have such other powers and duties as may
be prescribed by the Board or these bylaws.
SECTION 5.08 - VICE PRESIDENT.
------------------------------
In the absence or disability of the president, the vice presidents, in
order of their rank as fixed by the Board, or if not ranked, the vice president
designated by the Board, shall perform all the duties of the president and when
so acting shall have all the powers of, and be subject to all the restrictions
upon, the president. The vice president shall have such other powers and perform
such other duties as from time to time may be prescribed for them respectively
by the Board or these bylaws.
SECTION 5.09 - SECRETARY.
-------------------------
A. The secretary shall keep, or cause to be kept, at the principal
office or such other place as the Board may direct, a book of (i) minutes of all
meetings of directors and shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof
given, the names of those present and absent at directors' meetings, the number
of shares present or represented at shareholders' meetings, and the proceedings
thereof; and (ii) any waivers, consents, or approvals authorized to be given by
law or these bylaws.
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<PAGE>
B. The secretary shall keep, or cause to be kept, at the principal
office, a share register, or a duplicate share register, showing (i) the name of
each shareholder and his or her address; (ii) the number and class or classes of
shares held by each, and the number and date of certificates issued for the
same; and (iii) the number and date of cancellation of every certificate
surrendered for cancellation.
C. The secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board required by these bylaws or by law
to be given, and he shall keep the seal of the Corporation, if any, in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board or these bylaws.
SECTION 5.10 - TREASURER/CHIEF FINANCIAL OFFICER.
-------------------------------------------------
A. The treasurer/chief financial officer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the properties
and business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares. Any surplus, including earned surplus, paid-in surplus and surplus
arising from a reduction of stated capital, shall be classified according to
source and shown in a separate account. The books of account shall at all times
be open to inspection by any director.
B. The treasurer/chief financial officer shall deposit all monies and
other valuables in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board. He shall disburse the funds of
the Corporation as may be ordered by the Board, shall render to the president
and directors, whenever they request it and account of all his transactions as
treasurer and of the financial condition of the Corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board or
these bylaws.
ARTICLE 6
MISCELLANEOUS
SECTION 6.01 - RECORD DATE AND CLOSING STOCK BOOKS.
---------------------------------------------------
The Board may fix a time in the future, for the payment of any dividend
or distribution, or for the allotment of rights, or when any change or
conversion or exchange of shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of and to vote at any such
meeting, or entitled to receive any such dividend or distribution, or any such
allotment of rights, or to exercise the rights in respect to any such change,
conversion or exchange of shares, and in such case only shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such
meetings, or to receive such dividend, distribution or allotment of rights, or
to exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after any record date fixed as herein set
forth. The Board may close the books of the Corporation against transfers of
shares during the whole, or any part, of any such period.
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<PAGE>
SECTION 6.02 - INSPECTION OF CORPORATE RECORDS.
-----------------------------------------------
The share register or duplicate share register, the books of account,
and records of proceedings of the shareholders and directors shall be open to
inspection upon the written demand of any shareholder or the holder of a voting
trust certificate, at any reasonable time, and for a purpose reasonably related
to his interests as a shareholder or as the holder of a voting trust
certificate, and shall be exhibited at any time when required by the demand of
ten percent (10%) of the shares represented at any shareholders' meeting. Such
inspection may be made in person or by an agent or attorney, and shall include
the right to make extracts. Demand of inspection other than at a shareholders'
meeting shall be made in writing upon the president, secretary or assistant
secretary, and shall state the reason for which inspection is requested.
SECTION 6.03 - CHECKS, DRAFTS, ETC.
-----------------------------------
All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board.
SECTION 6.04 - ANNUAL REPORT.
-----------------------------
The Board shall cause to be sent to the shareholders not later than one
hundred twenty (120) days after the close of the fiscal or calendar year an
annual report.
SECTION 6.05 - CONTRACTS: HOW EXECUTED.
---------------------------------------
The Board, except as otherwise provided in these bylaws, may authorize
any officer, officers, agent, or agents, to enter into any contract, deed or
lease, or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board, no officer, agent, or employee
shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or render it liable for any purpose or for
any amount.
SECTION 6.06 - CERTIFICATES OF STOCK.
-------------------------------------
A certificate or certificates for shares of the capital stock of the
Corporation shall be issued to each shareholder when any such shares are fully
paid up. All such certificates shall be signed by the president or a vice
president and the secretary or an assistant secretary, or be authenticated by
facsimiles of the signature of the president and secretary or an assistant
secretary. Every certificate authenticated by a facsimile of a signature must be
countersigned by a transfer agent or transfer clerk
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<PAGE>
SECTION 6.07 - REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
--------------------------------------------------------------
The president or any vice president and the secretary or assistant
secretary of this Corporation are authorized to vote, represent, and exercise on
behalf of this Corporation, all rights incident to any and all shares of any
other corporation or corporations standing in the name of this Corporation. The
authority herein granted to said officers to vote or represent on behalf of this
Corporation or corporations may be exercised either by such officers in person
or by any person authorized so to do by proxy or power of attorney duly executed
by said officers.
SECTION 6.08 - INSPECTION OF BYLAWS.
------------------------------------
The Corporation shall keep in its principal office for the transaction
of business the original or a copy of these bylaws, as amended or otherwise
altered to date, certified by the secretary, which shall be open to the
inspection by the shareholders at all reasonable times during office hours.
SECTION 6.09 - INDEMNIFICATION.
-------------------------------
A. The Corporation shall indemnify its officers and directors for any
liability including reasonable costs of defense arising out of any act or
omission of any officer or director on behalf of the Corporation to the full
extent allowed by the laws of the State of Nevada, if the officer or director
acted in good faith and in a manner the officer or director reasonably believed
to be in, or not opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct was unlawful.
B. Any indemnification under this section (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because the officer or director has met the applicable standard of
conduct. Such determination shall be made by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or, regardless of whether or not such a quorum is
obtainable and a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or by the stockholders.
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<PAGE>
ARTICLE 7
Amendments
Section 7.01 - POWER OF SHAREHOLDERS
------------------------------------
New bylaws may be adopted, or these bylaws may be amended or repealed,
by the affirmative vote of the shareholders collectively having a majority of
the voting power or by the written assent of such shareholders.
Section 7.02 - POWER OF DIRECTORS
---------------------------------
Subject to the rights of the shareholders as provided in Section 7.01
of this Article, bylaws other than a bylaw, or amendment thereof, changing the
authorized number of directors, may also be adopted, amended, or repealed by the
Board.
Certificate
The undersigned does hereby certify that the undersigned is the
President of the Corporation as named at the outset of these bylaws, a
corporation duly organized and existing under and by virtue of the laws of the
State of Nevada: that the above and foregoing bylaws of said corporation were
duly and regularly adopted as such as the board of directors of the Corporation
at a meeting of said Board, which was duly held on the 31st day of July 1998;
these bylaws are hereby amended and restated this day of July 31, 1998; and that
the above and foregoing bylaws are now in full force and effect.
DATED this 31st day of July 1998
/S/ George Wuagneux
--------------------------------------
George Wuagneux, President & Secretary
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