AMENDED AND RESTATED BYLAWS OF
ARCADIA RESOURCES, INC.,
a Nevada Corporation
(November 5, 2008)
Section 1. Principal Office . The principal office of the Corporation shall be in the State of Nevada.
Section 2. Other Offices . The Corporation may also have offices at such other places both within and without
the state of Nevada as the Board of Directors may from time to time determine or the business of the
Corporation may require.
Section 1. Place of Meeting . All meetings of the stockholders shall be held at the principal office of the
Corporation, or at such other place within or without the State of Nevada as shall be specified or fixed in the
notices or waivers of notice thereof.
Section 2. Quorum, Adjournment of Meeting . Unless otherwise required by law or provided in the Articles of
Incorporation or these Bylaws, the holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for
the transaction of business and the act of a majority of such stock so represented at any meeting of stockholders
at which a quorum is present shall constitute the act of the stockholders. The stockholders present at a duly
organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Notwithstanding the other provisions of the Articles of Incorporation or these Bylaws, the chairman of the
meeting or the holders of a majority of the issued and outstanding stock, present in person or represented by
proxy, at any meeting of stockholders, whether or not a quorum is present, shall have the power to adjourn such
meeting from time to time, without any notice other than announcement at the meeting of the time and place of the
holding of the adjourned meeting, if the adjournment is for more than thirty (30