MCCLENDON TRANSPORTATION GROUP INC
10SB12G, EX-3.(II), 2000-06-08
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                                    BY- LAWS

                                       OF

                      MCCLENDON TRANSPORTATION GROUP, INC.



                                    ARTICLE I

                                     OFFICES

         SECTION  1.  REGISTERED  OFFICE.  -  The  registered  office  shall  be
established  and  maintained at do United  Corporate  Services,  Inc., 202 South
Minnesota Street, Carson City, Nevada 89703 and United Corporate Services,  Inc.
shall be the registered agent of this corporation in charge thereof.

         SECTION 2. OTHER  OFFICES.  - The  corporation  may have other offices,
either  within or without  the State of  Nevada,  at such place or places as the
Board  of  Directors  may  from  time to time  appoint  or the  business  of the
corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. ANNUAL  MEETINGS.  - Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting,  shall be held at such place, either within or without the State
of Nevada,  and at such time and date as the Board of Directors,  by resolution,
shall determine and as set forth in the notice of meeting.

         If the date of the annual meeting shall fall upon a legal holiday,  the
meeting  shall be held on the  next  succeeding  business  day.  At each  annual
meeting, the stockholders  entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as shall be stated in the notice
of the meeting.

         SECTION 2. OTHER MEETINGS.  - Meetings of stockholders  for any purpose
other than the election of directors may be held at such time and place,  within
or without the State of Nevada, as shall be stated in the notice of the meeting.

         SECTION 3. VOTING.  - Each  stockholder  entitled to vote in accordance
with the terms of the  Certificate of  Incorporation  and in accordance with the
provisions  of these  By-Laws  shall be  entitled  to one vote,  in person or by
proxy, for each share of stock entitled to vote held by such stockholder, but no
proxy shall be voted after three years from its date unless such proxy  provides
for a longer period. Upon the demand of any stockholder,  the vote for directors
and the vote upon any  question  before the  meeting,  shall be by  ballot.  All
elections for directors  shall be decided by plurality vote; all other questions
shall  be  decided  by  majority  vote  except  as  otherwise  provided  by  the
Certificate of Incorporation or the laws of the State of Nevada.


<PAGE>




         A complete  list of the  stockholders  entitled  to vote at the ensuing
election,  arranged in  alphabetical  order,  with the address of each,  and the
number  of  shares  held  by  each,  shall  be open  to the  examination  of any
stockholder,  for any purpose germane to the meeting,  during ordinary  business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held,  which place shall be specified
in the notice of the meeting,  or, if not so  specified,  at the place where the
meeting is to be held.  The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof,  and may be inspected by any
stockholder who is present.

         SECTION  4.  QUORUM . - Except as  otherwise  required  by law,  by the
Certificate of Incorporation or by these By-Laws, the presence,  in person or by
proxy,  of  stockholders  holding a  majority  of the  stock of the  corporation
entitled to vote shall constitute a quorum at all meetings of the  stockholders.
In case a quorum shall not be present at any meeting,  a majority in interest of
the stockholders entitled to vote thereat,  present in person or by proxy, shall
have power to adjourn the meeting from time to time,  without  notice other than
announcement  at the meeting,  until the requisite  amount of stock  entitled to
vote shall be  present.  At any such  adjourned  meeting at which the  requisite
amount of stock  entitled  to vote shall be  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed;  but  only  those  stockholders  entitled  to  vote at the  meeting  as
originally  noticed shall be entitled to vote at any adjournment or adjournments
thereof.  If the  adjournment is for more than thirty (30) days, or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote the meeting.

         SECTION 5. SPECIAL MEETINGS. - Special meetings of the stockholders for
any purpose or  purposes  may be called by the  President  or  Secretary,  or by
resolution of the directors.

         SECTION 6. NOTICE OF  MEETINGS.  - Written  notice,  stating the place,
date and time of the  meeting,  and the  general  nature of the  business  to be
considered,  shall be given to each stockholder  entitled to vote thereat at his
address as it appears on the records of the  corporation,  not less than ten nor
more than sixty days before the date of the meeting. No business other than that
stated in the notice shall be  transacted  at any meeting  without the unanimous
consent of all the stockholders entitled to vote thereat.

         SECTION 7. ACTION WITHOUT MEETING.  - Unless otherwise  provided by the
Certificate of  Incorporation,  any action required to be taken at any annual or
special meeting of stockholders,  or any action which may be taken at any annual
or special  meeting,  may be taken  without a meeting,  without prior notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less than unanimous  written  consent shall be given to those  stockholders  who
have not consented in writing.


<PAGE>




                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER AND TERM.  - The number of  directors  shall be three
(3). The directors  shall be elected at the annual  meeting of the  stockholders
and each director shall be elected to serve until his successor shall be elected
and shall qualify. A director need not be a stockholder.

         SECTION 2. RESIGNATIONS. - Any director, member of a committee or other
officer may resign at any time. Such resignation  shall be made in writing,  and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the  President  or  Secretary.  The  acceptance  of a
resignation shall not be necessary to make it effective.

         SECTION  3.  VACANCIES  - If the  office of any  director,  member of a
committee or other officer  becomes vacant,  the remaining  directors in office,
though less than a quorum by a majority vote,  may appoint any qualified  person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.

         SECTION 4. REMOVAL.  - Any director or directors may be removed  either
for or without  cause at any time by the  affirmative  vote of the  holders of a
majority  of all the shares of stock  outstanding  and  entitled  to vote,  at a
special  meeting of the  stockholders  called for the purpose and the  vacancies
thus created may be filled,  at the meeting held for the purpose of removal,  by
the affirmative vote of a majority in interest of the  stockholders  entitled to
vote.

         SECTION  5.  INCREASE  OF  NUMBER.  - The  number of  directors  may be
increased by amendment of these By-Laws by the affirmative vote of a majority of
the  directors,  though  less than a quorum,  or, by the  affirmative  vote of a
majority in interest of the stockholders,  at the annual meeting or at a special
meeting called for that purpose,  and by like vote the additional  directors may
be chosen at such  meeting to hold  office  until the next annual  election  and
until their successors are elected and qualify.

         SECTION 6. POWERS.  - The Board of Directors  shall exercise all of the
powers of the  corporation  except such as are by law, or by the  Certificate of
Incorporation of the corporation or by these By-Laws  conferred upon or reserved
to the stockholders.

         SECTION 7.  COMMITTEES.  - The Board of Directors may, by resolution or
resolutions  passed by a  majority  of the whole  board,  designate  one or more
committees,  each  committee  to consist of two or more of the  directors of the
corporation.  The board may designate one or more directors as alternate members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of the committee.  In the absence or  disqualification  of any member or
such committee or committees,  the member or members thereof present at any such
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously  appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.


<PAGE>




         Any such  committee,  to the extent  provided in the  resolution of the
Board of  Directors,  or in these  By-Laws,  shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee  shall have
the  power  of  authority  in   reference   to  amending  the   Certificate   of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially  all of the
corporation's   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the  corporation;  and unless the resolution,  these By-Laws,  or the
Certificate of Incorporation  expressly so provide, no such committee shall have
the power or  authority  to declare a dividend or to  authorize  the issuance of
stock.

         SECTION 8.  MEETINGS.  - The newly  elected Board of Directors may hold
their first  meeting  for the purpose of  organization  and the  transaction  of
business,  if a quorum be present,  immediately  after the annual meeting of the
stockholders;  or the time and place of such meeting may be fixed by consent, in
writing, of all the directors.

         Unless restricted by the  incorporation  document or elsewhere in these
By-laws,  members of the Board of Directors or any committee  designated by such
Board  may  participate  in a meeting  of such  Board or  committee  by means of
conference  telephone or similar  communications  equipment allowing all persons
participating in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at such meeting.

         Regular  meetings  of the  Board of  Directors  may be  scheduled  by a
resolution  adopted by the Board.  The Chairman of the Board or the President or
Secretary may call, and if requested by any two  directors,  must call a special
meeting of the Board and give five  days'  notice by mail,  or two days'  notice
personally or by telegraph or cable to each director. The Board of Directors may
hold an annual meeting, without notice,  immediately after the annual meeting of
shareholders.

         SECTION 9. QUORUM.  - A majority of the  directors  shall  constitute a
quorum for the  transaction  of  business.  If at any meeting of the board there
shall be less than a quorum present, a majority of those present may adjourn the
meeting  from time to time until a quorum is  obtained,  and no  further  notice
thereof need be given other than by  announcement  at the meeting which shall be
so adjourned.

         SECTION  10.  COMPENSATION.  -  Directors  shall not receive any stated
salary for their  services  as  directors  or as members of  committees,  but by
resolution  of the board a fixed fee and expenses of  attendance  may be allowed
for attendance at each meeting.  Nothing herein  contained shall be construed to
preclude any director from serving the  corporation  in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.


<PAGE>




         SECTION 11. ACTION WITHOUT MEETING.  - Any action required or permitted
to be taken  at any  meeting  of the  Board of  Directors,  or of any  committee
therof,  may be taken  without  a  meeting,  if prior to such  action a  written
consent  thereto is signed by all members of the board,  or of such committee as
the case  may be,  and such  written  consent  is  filed  with  the  minutes  of
proceedings of the board or committee.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1.  OFFICERS.  - The  officers  of the  corporation  shall be a
President,  a Treasurer,  and a  Secretary,  all of whom shall be elected by the
Board of Directors and who shall hold office until their  successors are elected
and qualified.  In addition, the Board of Directors may elect a Chairman, one or
more Vice-Presidents and such Assistant  Secretaries and Assistant Treasurers as
they may deem proper. None of the officers of the corporation need be directors.
The  officers  shall be elected at the first  meeting of the Board of  Directors
after each annual meeting. More than two offices may be held by the same person.

         SECTION 2. OThER  OFFICERS  AND AGENTS.  - The Board of  Directors  may
appoint such other officers and agents as it may deem advisable,  who shall hold
their  offices for such terms and shall  exercise  such powers and perform  such
duties as shall be determined from time to time by the Board of Directors.

         SECTION 3. CHAIRMAN.  - The Chairman of the Board of Directors,  if one
be elected, shall preside at all meetings of the Board of Directors and he shall
have and perform  such other  duties as from time to time may be assigned to him
by the Board of Directors.

         SECTION 4.  PRESIDENT.  - The  President  shall be the chief  executive
officer  of the  corporation  and shall  have the  general  powers and duties of
supervision  and  management  usually  vested in the  office of  President  of a
corporation.  He shall  preside at all meetings of the  stockholders  if present
thereat,  and in the  absence or  non-election  of the  Chairman of the Board of
Directors,  at all  meetings of the Board of  Directors,  and shall have general
supervision,  direction and control of the business of the  corporation . Except
as the Board of Directors  shall  authorize the execution  thereof in some other
manner,  he shall execute bonds,  mortgages and other contracts in behalf of the
corporation,  and shall cause the seal to be affixed to any instrument requiring
it and when so  affixed  the seal  shall be  attested  by the  signature  of the
Secretary or the Treasurer or Assistant Secretary or an Assistant Treasurer.

         SECTION 5. VICE-PRESIDENT. - Each Vice-President shall have such powers
and shall perform such duties as shall be assigned to him by the directors.


<PAGE>




         SECTION 6.  TREASURER.  - The  Treasurer  shall have the custody of the
corporate  funds and  securities  and shall  keep full and  accurate  account of
receipts  and  disbursements  in books  belonging to the  corporation.  He shall
deposit  all  moneys  and other  valuables  in the name and to the credit of the
corporation in such depositaries as may be designated by the Board of Directors.

         The Treasurer  shall  disburse the funds of the  corporation  as may be
ordered by the Board of Directors, or the President,  taking proper vouchers for
such  disbursements.  He shall render to the President and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his  transactions as Treasurer and of the financial  condition
of the  corporation.  If required by the Board of  Directors,  he shall give the
corporation  a bond for the faithful  discharge of his duties in such amount and
with such surety as the board shall prescribe.

         SECTION 7. SECRETARY. - The Secretary shall give, or cause to be given,
notice of all meetings of  stockholders  and  directors,  and all other  notices
required by the law or by these  By-Laws,  and in case of his absence or refusal
or  neglect  so to do,  any such  notice  may be given by any  person  thereunto
directed by the President,  or by the  directors,  or  stockholders,  upon whose
requisition the meeting is called as provided in these By-Laws.  He shall record
all the proceedings of the meetings of the corporation and of the directors in a
book to be kept for that purpose,  and shall perform such other duties as may be
assigned to him by the directors or the President.  He shall have the custody of
the  seal of the  corporation  and  shall  affix  the  same  to all  instruments
requiring it, when authorized by the directors or the President,  and attest the
same.

         SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.  - Assistant
Treasurers  and Assistant  Secretaries,  if any, shall be elected and shall have
such  powers  and  shall  perform  such  duties  as shall be  assigned  to them,
respectively, by the directors.

                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION 1.  CERTIFICATES OF STOCK. - A certificate of stock,  signed by
the Chairman or  Vice-Chairman  of the Board of  Directors,  if they be elected,
President or  Vice-President,  and the Treasurer or an Assistant  Treasurer,  or
Secretary or Assistant Secretary, shall be issued to each stockholder certifying
the number of shares owned by him in the corporation. When such certificates are
countersigned  (1)  by a  transfer  agent  other  than  the  corporation  or its
employee, or, (2) by a registrar other than the corporation or its employee, the
signatures of such officers may be facsimiles.


<PAGE>




         SECTION  2.  LOST  CERTIFICATES.  - A new  certificate  of stock may be
issued in the place of any certificate  theretofore  issued by the  corporation,
alleged  to have  been  lost or  destroyed,  and the  directors  may,  in  their
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the corporation a bond, in such sum as they may direct,
not  exceeding  double  the value of the stock,  to  indemnify  the  corporation
against any claim that may be made  against it on account of the alleged loss of
any such certificate, or the issuance of any such new certificate.

         SECTION 3. TRANSFER OF SHARES. - The shares of stock of the corporation
shall be  transferrable  only upon its books by the holders thereof in person or
by their  duly  authorized  attorneys  or legal  representatives,  and upon such
transfer the old  certificate  shall be  surrendered  to the  corporation by the
delivery  thereof  to the person in charge of the stock and  transfer  books and
ledgers,  or to such other person as the directors may  designate,  by whom they
shall be cancelled,  and new  certificates  shall thereupon be issued.  A record
shall  be made of each  transfer  and  whenever  a  transfer  shall  be made for
collateral security,  and not absolutely,  it shall be so expressed in the entry
of the transfer.

         SECTION  4.  STOCKHOLDERS   RECORD  DATE.  -  (a)  In  order  that  the
corporation may determine the  stockholders  entitled to notice of or to vote at
any meeting of stockholders or any adjournment  thereof,  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.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

         (b) In order  that  the  corporation  may  determine  the  stockholders
entitled to consent to corporate action in writing without a meeting,  the board
of directors may fix a record date, which record date shall not precede the date
upon  which  the  resolution  fixing  the  record  is  adopted  by the  board of
directors.

         (c) In order  that  the  corporation  may  determine  the  stockholders
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights or the stockholders  entitled to exercise any rights in respect of
any change,  conversion  or  exchange of stock,  or for the purpose of any other
lawful 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.

         SECTION 5. DIVIDENDS. - Subject to the provisions of the Certificate of
Incorporation,  the  Board of  Directors  may,  out of funds  legally  available
therefor at any regular or special meeting,  declare  dividends upon the capital
stock of the corporation as and when they deem expedient.  Before  declaring any
dividend  there may be set apart out of any funds of the  corporation  available
for  dividends,  such sum or sums as the  directors  from  time to time in their
discretion  deem  proper  for  working  capital  or as a  reserve  fund  to meet
contingencies  or for  equalizing  dividends  or for such other  purposes as the
directors shall deem conducive to the interests of the corporation.


<PAGE>




         SECTION 6. SEAL.  - The  corporate  seal shall be  circular in form and
shall  contain the name of the  corporation,  the year of its  creation  and the
words "Corporate Seal,  Nevada,  1999". Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

         SECTION 7. FISCAL YEAR. - The fiscal year of the  corporation  shall be
determined by resolution of the Board of Directors.

         SECTION 8. CHECKS. - All checks, drafts or other orders for the payment
of money,  notes or other  evidences of  indebtedness  issued in the name of the
corporation shall be signed by such officer or officers,  agent or agents of the
corporation,  and in such  manner  as shall be  determined  from time to time by
resolution of the Board of Directors.

         SECTION  9.  NOTICE AND  WAIVER OF  NOTICE.  -  Whenever  any notice is
required  by these  By-Laws  to be given,  personal  notice is not meant  unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by  depositing  the same in the United States mail,  postage,  prepaid,
addressed  to the person  entitled  thereto at his  address as it appears on the
records of the  corporation,  and such notice shall be deemed to have been given
on the day of such  mailing.  Stockholders  not  entitled  to vote  shall not be
entitled  to receive  notice of any  meetings  except as  otherwise  provided by
Statute.

         Whenever  any  notice  whatever  is  required  to be  given  under  the
provisions  of  any  law,  or  under  the  provisions  of  the   Certificate  of
Incorporation of the corporation of these By-Laws,  a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VI

                                   AMENDMENTS

         These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the  stockholders  or at any special meeting thereof if notice
of the  proposed  alteration  or  repeal  of  By-Law  or  By-Laws  to be made be
contained in the notice of such special  meeting,  by the affirmative  vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the  affirmative  vote of a majority of the Board of  Directors,  at any regular
meeting of the Board of  Directors,  or at any  special  meeting of the Board of
Directors,  if notice of the proposed  alteration or repeal of By-Law or By-Laws
to be made, be contained in the notice of such special meeting.


<PAGE>




                                   ARTICLE VII

                                 INDEMNIFICATION

         No  director  shall  be  liable  to  the  corporation  or  any  of  its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except  with  respect to (1) a breach of the  director's  duty of loyalty to the
corporation  or its  stockholders,  (2) acts or  omissions  not in good faith or
which  involve  intentional  misconduct  or a  knowing  violation  of  law,  (3)
liability  which may be  specifically  defined by law or (4) a transaction  from
which the director derived an improper personal benefit,  it being the intention
of the  foregoing  provision to  eliminate  the  liability of the  corporation's
directors to the corporation or its stockholders to the fullest extent permitted
by law. The corporation  shall indemnify to the fullest extent  permitted by law
each person that such law grants the corporation the power to indemnify.



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