AMENDED AND RESTATED BYLAWS OF
a Nevada Corporation
1.1 REGISTERED OFFICE . The registered office of the Corporation in the State of Nevada shall be
in a county and city of the State of Nevada designated by the Board of Directors in accordance with applicable
1.2 OTHER OFFICES . The Corporation also may 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.
2.1 STOCKHOLDER MEETINGS.
(a) TIME AND PLACE OF MEETINGS. Meetings of the stockholders shall be held at such
times and places, either within or without the State of Nevada, as may from time to time be fixed by the Board of
Directors and stated in the notices or waivers of notice of such meetings.
(b) ANNUAL MEETING. Annual meetings of stockholders shall be held at such date and time
as the Board of Directors shall determine. At the annual meeting, stockholders shall elect a board of directors by
plurality vote and transact such other business as properly may be brought before the annual meeting in
accordance with Section 2.7 of this Article II.
(c) SPECIAL MEETINGS. Special meetings of the stockholders of the Corporation may be
called for any purpose or purposes at any time only by the Chairman of the Board, the Chief Executive Officer or
the President. Business transacted at any special meeting of the stockholders shall be limited to the purposes
stated in the notice of such meeting.
(d) NOTICE OF MEETINGS. Except as otherwise provided by law, the Articles of
Incorporation or these Bylaws, written notice of each meeting of the stockholders shall be given not less than ten
days nor more than sixty days before the date of such meeting to each stockholder entitled to vote thereat,
directed to such stockholder's address a