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EXHIBIT 3.2
BYLAWS OF
NATURAL RESOURCE GROUP INC.
ARTICLE I
Offices
Section 1. Principal Office. The principal office of the corporation shall
be at 1789 W. Littleton Blvd., Littleton, CO 80120.
Section 2. Other Offices. Other offices may be established from time to
time by the Board of Directors at such place or places where the corporation is
qualified to do business.
ARTICLE II
Capital Stock
Section 1. Share Certificates. The Board of Directors may authorize the
issuance by the corporation of some or all of the shares of any or all of its
classes or series with or without certificates. Within a reasonable time after
the issuance or transfer of shares without certificates, the corporation shall
send to the shareholder a written statement of the information required on
certificates under these Bylaws and Colorado law.
Section 2. Transfers of Stock. Except as otherwise provided by law, stock
of the corporation shall be transferable or assignable on the books of the
corporation only by the holder of the stock, in person or by duly authorized
attorney, upon surrender of the certificate or certificates for such shares duly
endorsed for transfer.
Section 3. Record Date. The Board of Directors may fix a time in the future
as a record date for the determination of the shareholders entitled to notice of
and to vote at any meeting of shareholders or entitled to receive any dividend
or distribution or any change, conversion, or exchange of shares. The record
date so fixed shall be not more than seventy (70) days prior to the date of the
meeting or event for the purposes of which it is fixed, and only those
shareholders who are such of record on that date are entitled to notice of and
to vote at the meeting or to receive the dividend or distribution or change,
conversion, or exchange of shares, or to exercise the rights, as the case may
be, notwithstanding any transfer of any share on the books of the corporation
after the record date. If no record date is set, the determination of
shareholders shall be made on the first date that a notice for a shareholders'
meeting is delivered or mailed to a shareholder or on the date that the Board of
Directors passes a resolution entitling shareholders to receive any dividend or
distribution or change, conversion, or exchange of shares.
The Board of Directors may close the books of the corporation against
transfers of shares during any part of a period not more than seventy (70) days
prior to the date of a shareholders' meeting, the date when the right to any
dividend or distribution vests, or the effective date of any change, conversion,
or exchange of shares. If the stock transfer books are closed for the purpose of
determining shareholders entitled to notice of or vote at a meeting of
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shareholders, such books shall be closed for at least ten (10) days preceding
such meeting.
Section 4. Lost Certificates. The corporation shall issue a new share
certificate or certificates in place of any certificate or certificates
previously issued by the corporation alleged to have been lost, stolen, or
destroyed upon the making of an affidavit of that fact by the person claiming
the share certificate to be lost, stolen, or destroyed; and the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation, provided
that the corporation shall not be required to issue a new certificate or
certificates if: (a) the owner fails to notify the corporation that the old
certificate or certificates have been lost, stolen, or destroyed within a
reasonable time after he/she has notice of such loss, theft, or destruction and
the corporation registers a transfer of such old certificate(s) before receiving
such a notification; or (b) the owner does not request a new certificate(s)
before the corporation has notice that the old certificate(s) has been acquired
by a bona fide purchaser as such term is defined in the Colorado Uniform
Commercial Code - Investment Securities.
Except as provided in this section or as otherwise required by Delaware
law, no new certificate evidencing shares shall be issued unless and until the
old certificate or certificates in lieu of which the new certificate is issued
are surrendered for cancellation.
Section 5. Distributions. The Board of Directors may authorize, and the
corporation may make, distributions to its shareholders, except when, after
giving the distribution effect, (a) the corporation would not be able to pay its
debts as they become due in the usual course of business, or (b) the
corporation's total assets would be less than the sum of its total liabilities
plus the amount that would be needed, if the corporation were to be dissolved at
the time of the distribution.
Section 6. Shareholder Rights Plan. Prior to any initial public offering of
the Company's stock, the Company shall adopt a Shareholder Rights Plan
substantially similar in form and substance to the Shareholder Rights Plan
adopted by Lion's Gate Entertainment Corp. on March 12, 2010.
ARTICLE III
Shareholders and Meetings
Section 1. Annual Meeting. The annual meeting of the shareholders of the
corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held on the second
Tuesday of the month of February or, if such date is a legal holiday in the
State of Colorado, on the first succeeding day that is not a legal holiday. The
meeting may be held at a different time only upon unanimous written resolution
of the Board of Directors. The meeting shall be held at the principal office of
the corporation. The location of the meeting may only be changed by unanimous
written resolution of the Board of Directors. There may be no more than one
meeting held pursuant to this section per calendar year.
Section 2. Special Meetings. Special meetings of the shareholders may only
be called by the President. Such meetings shall be held at the corporation's
principal office, or at such other place as is stated by the President.
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Section 3. Notice. The corporation shall give written notice to
shareholders of the date, time, and place (and, in the case of a special
meeting, of the purpose) of each annual and special shareholders' meeting no
fewer than five (5) nor more than sixty (60) days before the date of the meeting
(except at least ten (10) days' notice shall be given for a meeting called for
the purpose of increasing the authorized shares of the corporation, and at least
twenty (20) days' notice shall be given for a meeting called for the purpose of
considering a sale, lease, exchange, or other disposition of all or
substantially all of the assets of the corporation not in the usual and regular
course of its business). Notices shall be delivered to each shareholder of
record as reflected on the shareholders' list prepared pursuant to Section 6
below at his last known post office address as the same appears on the books of
the corporation. If a shareholder has furnished a written address to the
Secretary of the corporation different from that appearing on the books of the
corporation, then such notice shall be mailed or delivered personally to the
shareholder at such later address.
Section 4. Adjourned Meetings and Notice Thereof. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy, but in the absence of a
quorum no other business may be transacted at such meeting provided, however,
that any one adjournment may be for a period not to exceed sixty (60) days.
When any shareholders' meeting, either annual or special, is adjourned to a
different date, time, or place for one hundred twenty (120) days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting.
Except as set forth in the previous sentence, it shall not be necessary to give
any notice of any adjournment or of the business to be transacted at an
adjourned meeting other than by announcement at the meeting at which said
adjournment is taken.
Section 5. List of Shareholders. After a record date is fixed in accordance
with Article II, Section 3, the corporation shall prepare a list of the names of
all its shareholders who are entitled to be given notice of the meeting or event
for the purposes of which it is fixed. The list shall be arranged by voting
groups and within each voting group by class or series of shares, shall be
alphabetical within each class or series, and shall show the address of, and the
number of shares of, each such class and series that are held by each
shareholder. The shareholders' list shall be available for inspection by any
shareholder, beginning the earlier of ten days before the meeting for which the
list was prepared or two business days after notice of the meeting is given and
continuing through the meeting, and any adjournment thereof, at the
corporation's principal office or at a place identified in the notice of the
meeting in the city in which the meeting will be held. A shareholder or an agent
or attorney of the shareholder is entitled on written demand to inspect and,
subject to the requirements of Colorado law, to copy the list during regular
business hours and during the period it is available for inspection. The
corporation shall make the shareholders' list available at the meeting, and any
shareholder or an agent or attorney of the shareholder is entitled to inspect
the list at any time during the meeting or any adjournment. Failure to prepare
or make available the shareholders' list does not affect the validity of action
taken at the meeting.
Section 6. Cumulative Voting. Voting for directors shall not be cumulative.
Section 7. Proxies. A shareholder may vote the shareholders' shares in
person or by proxy. Such proxy may be appointed (a) by signing an appointment
form, either personally or by the shareholder's attorney-in-fact, or (b) by
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transmitting or authorizing electronic transmission to the Directors of the
Corporation; except that the transmitted appointment shall set forth or be
transmitted with written evidence from which it can be determined that the
shareholder transmitted or authorized the transmission of the appointment. An
appointment of a proxy is effective against the corporation when received by the
corporation, including receipt by the corporation of an appointment transmitted
pursuant to the previous sentence. An appointment is valid for eleven (11)
months unless a different period is expressly provided in the appointment form.
Any complete copy, including an electronically transmitted document, of an
appointment of a proxy may be substituted for or used in lieu of the original
appointment for any purpose for which the original appointment could be used. An
appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest. The death or incapacity of the shareholder appointing a proxy
does not affect the right of the corporation to accept the proxy's authority
unless notice of the death or incapacity is received by the Secretary or other
officer or agent authorized to tabulate votes before the proxy exercises the
proxy's authority under the appointment.
Section 8. Chairman of Meeting. The President of the corporation or such
person as is designated by the President shall preside at all meetings of
shareholders.
Section 9. Action Without Meeting. Any action required or permitted to be
taken at a shareholders' meeting may be taken without a meeting if all of the
shareholders entitled to vote thereon consent to such action in writing.
Section 10. Meetings by Telecommunication. Any or all of the shareholders
may participate in an annual or special shareholders' meeting by, or the meeting
may be conducted through the use of, any means of communication by which all
persons participating in the meeting may hear each other during the meeting. A
shareholder participating in a meeting by this means is deemed to be present in
person at the meeting.
ARTICLE IV
Directors
Section 1. Number of Directors. The number of directors shall be as
determined by the shareholders or the Board of Directors from time to time, but
shall consist of no fewer than one (3) persons nor more than six (6) persons. No
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director.
Section 2. Qualifications. A director shall be an individual who is
eighteen years of age or older. A director need not be a resident of Colorado or
a shareholder.
Section 3. Vacancies. Any vacancy occurring in the Board of Directors shall
be filled in accordance with Article Five of the corporations' Articles of
Incorporation.
Section 4. Removals. A director may be removed by the shareholders only at
a special meeting called for the purpose of removing the director, and the
meeting notice shall state that the purpose, or one of the purposes, of the
meeting is removal of the director. A director may be removed only for cause. If
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a director is elected by a voting group of shareholders, only the shareholders
of that voting group may participate in the vote to remove that director. A
director may be removed only if the number of votes cast in favor of removal
exceeds the number of votes cast against removal; except that, if cumulative
voting is in effect, a director may not be removed if the number of votes
sufficient to elect the director under cumulative voting is voted against such
removal.
Section 5. Resignation. A director may resign at any time, and for any
reason, by giving written notice of resignation to the corporation. A
resignation of a director is effective when the notice is received by the
corporation unless the notice states a later effective date.
Section 6. Powers. Subject to limitations of the Articles of Incorporation,
of the Bylaws, and of the laws of the State of Colorado as to action that will
be authorized or approved by the shareholders, all corporate powers will be
exercised by or under the authority of, and the business and affairs of the
corporation will be controlled by, the Board of Directors. Without prejudice to
such general powers, but subject to the same limitation, it is hereby expressly
declared that the directors will have the following powers:
a. To conduct, manage, and control the affairs and business of the
corporation and to make such rules and regulations therefor consistent with
law, with the Articles of Incorporation, or these Bylaws as they may deem
best.
b. To change the principal office for the transaction of the business
of the corporation and to fix and locate, from time to time, one or more
subsidiary offices of the corporation.
c. To adopt, make, and use a corporate seal and to prescribe the form
of share certificates 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 the law.
d. To authorize the issuance of shares of the corporation, from time
to time, upon such terms and for such consideration as may be lawful.
e. To borrow money and incur indebtedness for the purposes of the
corporation and to cause to be executed and delivered, in the corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, or other evidences of debt and securities for such
debt.
f. To declare dividends pursuant to the provisions of the laws of the
State of Colorado.
g. A majority of the Board of Directors may, by resolution, designate
two or more directors to constitute an executive committee and one or more
other committees each of which to the extent provided in such resolution
shall have and may exercise all of the authority of the Board of Directors
in the management of the corporation except the power to declare dividends
and those powers that may not be delegated to such committees under the
Colorado Corporation Code.
Section 7. Annual Meeting. A meeting of each newly elected Board of
Directors may be held without notice in each year immediately following the
annual meeting of shareholders.
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Section 8. Regular Meetings. Regular meetings of the Board of Directors or
any committee designated by the Board may be held without notice at such time
and place as from time to time may be determined by the Board of Directors.
Section 9. Special Meetings. Special meetings of the Board of Directors or
any committee designated by the Board shall be preceded by at least two (2)
days' notice of the date, time, and place of the meeting. The notice need not
describe the purpose of the special meeting unless required by these Bylaws.
Section 10. Waiver of Notice. A director may waive any notice of a meeting
before or after the time and date of the meeting stated in the notice. Except as
provided by this Section 10, the waiver shall be in writing and signed by the
director entitled to the notice. Such waiver shall be delivered to the
corporation for filing with the corporate records, but such delivery and filing
shall not be conditions of the effectiveness of the waiver.
A director's attendance at or participation in a meeting waives any
required notice to the director of the meeting unless: (a) at the beginning of
the meeting or promptly upon the director's later arrival, the director objects
to holding the meeting or transacting business at the meeting because of lack of
notice or defective notice and does not thereafter vote for or assent to action
taken at the meeting; or (b) if special notice was required of a particular
purpose, the director objects to transacting business with respect to the
purpose for which such special notice was required and does not thereafter vote
for or assent to action taken at the meeting with respect to such purpose.
Section 11. Quorum. At all meetings of the Board of Directors, a quorum
shall consist of a majority of the directors. If a quorum is present when a vote
is taken, the affirmative vote of a majority of directors present is the act of
the Board of Directors unless the vote of a greater number of directors is
required by these Bylaws, the Articles of Incorporation, or by the laws of the
State of Colorado. A director who is present at a meeting of the Board of
Directors when corporate action is taken is deemed to have assented to all
action taken at the meeting unless: (a) the director objects at the beginning of
the meeting, or promptly upon the director's arrival, to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting; (b) the director contemporaneously requests that
the director's dissent or abstention as to any specific action taken be entered
in the minutes of the meeting; or (c) the director causes written notice of the
director's dissent or abstention as to any specific action to be received by the
presiding officer of the meeting before adjournment of the meeting or by the
corporation promptly after adjournment of the meeting. This right of dissent or
abstention as to a specific action is not available to a director who votes in
favor of the action taken. A majority of those directors present at any
directors' meeting, whether or not a quorum is present, may adjourn the meeting
from time to time, but in the absence of a quorum no other business may be
conducted.
Section 12. Telephone Meetings. Members of the Board of Directors or any
committee designated by the Board may participate in a meeting of the Board or
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committee by any means of communication by which all persons participating in
the meeting may hear each other during the meeting. Such participation shall
constitute presence in person at the meeting.
Section 13. Action Without Meeting. Any action required or permitted to be
taken at a directors' meeting may be taken without a meeting if all members of
the board consent to such action in writing. Except that, however, no action
required or permitted to be taken at an Annual or Special meeting may be taken
without meeting. Action is taken under this Section 13 at the time the last
director signs a writing describing the action taken, unless, before such time,
any director has revoked the director's consent by a writing signed by the
director and received by the Secretary or any other person authorized by these
Bylaws or the Board of Directors to receive such a revocation. Action under this
Section 13 is effective at the time it is taken as provided by the previous
sentence of this Section 13, unless the directors establish a different
effective date. Action taken under this Section 13 has the same effect as action
taken at a meeting of directors and may be described as such in any document.
Section 14. Fees and Compensation. The Board of Directors may fix the
compensation of directors. The Voting Shareholders shall determine the salaries
of the officers, agents, and employees. "Voting Shareholders" shall specifically
include, without limitation, all holders of Series A Preferred Stock and Common
Stock.
Section 15. Chairman of the Board. The Board of Directors may elect one of
their number to fill the office of the Chairman of the Board of Directors. In
the event that the President of the corporation is also on the Board of
Directors and no Chairman of the Board of Directors is elected, the President
will act as ex officio Chairman of the Board of Directors.
The Chairman of the Board of Directors, if such officer is chosen by the
Board of Directors, will preside at all meetings of the Board of Directors at
which the Chairman is present. The Chairman will, subject to the direction of
the Board of Directors, have general oversight over the affairs of the
corporation and will, from time to time, consult and advise with the President
in the direction and management of the corporation's business and affairs. The
Chairman shall also do and perform such other duties as may, from time to time,
be assigned by the Board of Directors.
ARTICLE V
Officers
Section 1. Officers. The sole mandatory officer of the corporation shall be
the President. The corporation may also have a Secretary, a General Counsel and
a Treasurer. The corporation may also have, at the discretion of the Board of
Directors, one or more Vice Presidents, Assistant Secretaries, and Assistant
Treasurers, and such other officers or agents as may be appointed and as the
business of the corporation may require and the Board of Directors may deem
proper. An officer shall be an individual who is eighteen years of age or older,
but need not be a member of the Board of Directors or a shareholder.
Section 2. Election. The Board of Directors, at its first meeting after
each annual meeting of shareholders, shall choose the officers and may, as
consistent with these Bylaws, fix the powers and duties of any officer. Each
officer shall hold office until his successor is chosen and qualifies unless the
officer shall sooner resign or be removed as provided in these Bylaws.
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Section 3. Salaries. The salaries of officers, agents and employees of the
corporation shall be determined by the Board of Directors.
Section 4. Removals and Resignations of Officers. The Board of Directors
may remove any officer at any time in accordance with the terms of that
Officer's Employment Agreement. Any officer may resign at any time by giving
written notice of resignation to the corporation. A resignation of an officer is
effective when the notice is received by the corporation unless the notice
specifies a later effective date.
Section 5. President. The President shall have the general powers and
duties of oversight and development of the Company's business usually vested in
the office of a president of a corporation and shall have such other powers and
duties as may be prescribed by the Voting Shareholders, the Board of Directors
or these Bylaws.
Section 6. Vice Presidents. In the absence or disability of the President,
the Vice President(s), in order of their rank as fixed by the Voting
Shareholders or, if not ranked, the Vice President designated by the Voting
Shareholders, 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(s) shall have such other powers and perform such
other duties as are prescribed for them by the Voting Shareholders, the Board of
Directors or these Bylaws.
ARTICLE VI
Indemnification
Section 1. Indemnification of Directors. Officers. Etc. The corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (other than an action
by or in the right of the corporation), because the person is or was a director,
officer, committee chairman, employee, fiduciary, or agent of another
corporation, partnership, joint venture, trust, or other enterprise. The
corporation shall indemnify the person against expenses (including attorney
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit, or proceeding if
the person conducted himself or herself in good faith and in a manner he or she
reasonably believed to be in the best interests of the corporation (in the case
of conduct in an official capacity with the corporation) or not opposed to the
best interests of the corporation (in all other cases) and if the person had no
reasonable cause to believe his/her conduct was unlawful (in the case of any
criminal proceeding). The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the person did not meet the standard of
conduct set forth above. Notwithstanding any other provisions set forth above,
no person shall be indemnified under this section in connection with a
proceeding by or in the right of the corporation in which the person was
adjudged liable to the corporation, or in connection with any other proceeding
charging that the person derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the person was
adjudged liable on the basis that he or she derived an improper personal
benefit. The corporation may further indemnify and officer, director, agent or
employee on terms consistent with the Articles of Incorporation, or by majority
vote of the Voting Shareholders.
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Section 2. Mandatory Indemnification. The corporation shall indemnify any
person who was wholly successful, on the merits or otherwise, in the defense of
any proceeding to which the person was a party because the person is or was a
director, officer, committee chairman, employee, fiduciary, or agent of the
corporation, or who, while a director, officer, employee, fiduciary, or agent of
the corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation, for the reasonable expenses incurred by him/her
in connection with the proceeding.
Section 3. Insurance. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, fiduciary,
or agent of the corporation, or who, while a director, officer, employee,
fiduciary, or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of another domestic or foreign corporation or other person or of an
employee benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his/her status as a director, officer,
employee, fiduciary, or agent, whether or not the corporation would have power
to indemnify the person against the same liability under Sections 1 and 2 above.
Any such insurance may be procured from any insurance company designated by the
Board of Directors, whether such insurance company is formed under the law of
Colorado or any other jurisdiction of the United States or elsewhere, including
any insurance company in which the corporation has an equity or any other
interest through stock ownership or otherwise.
Section 4. Other Indemnification. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which any person
may be entitled under the Articles of Incorporation, any agreement, any other
provision of these Bylaws, vote of the shareholders or disinterested directors
or otherwise, and any procedure provided for by any of the foregoing, both as to
action in such person's official capacity and as to action in another capacity
while holding such office.
Section 5. Right to Impose Conditions to Indemnification. The corporation
shall have the right to impose, as conditions to any indemnification provided or
permitted in this Article, such reasonable requirements and conditions as the
Voting Shareholders, or the Board of Directors may deem appropriate in each
specific case, including but not limited to any one or more of the following:
(a) that any counsel representing the person to be indemnified in connection
with the defense or settlement of any action shall be counsel that is mutually
agreeable to the person to be indemnified and to the corporation; (b) that the
corporation shall have the right, at its option, to assume and control the
defense or settlement of any claim or proceeding made, initiated, or threatened
against the person to be indemnified; and (c) that the corporation shall be
subrogated, to the extent of any payments made by way of indemnification, to all
of the indemnified person's right of recovery, and that the person to be
indemnified shall execute all writings and do everything necessary to assure
such rights of subrogation to the corporation.
ARTICLE VII
Miscellaneous
Section 1. Accounting Period. The corporation shall keep its books and file
its tax returns on a calendar year basis unless otherwise determined by the
Voting Shareholders, or the Board of Directors.
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Section 2. Conflict with Articles of Incorporation. To the degree that any
conflict exists between these Bylaws and the corporation's Articles of
Incorporation, the Articles of Incorporation shall govern.
Section 3. Waiver of Notices. A shareholder or director may waive any
notice of a meeting before or after the time and date of the meeting stated in
the notice. The waiver shall be in writing and signed by the person or persons
entitled to such notice and shall be delivered to the corporation for filing
with the corporate records, but such delivery and filing shall not be conditions
to the effectiveness of the waiver.
Section 4. Amendments. The Bylaws may be altered, amended, or repealed and
new Bylaws may be adopted from time to time by action of at least 60% of the
Voting Shareholders.
The undersigned, being all the directors of the corporation above named, do
hereby certify that I have adopted these Bylaws as the Bylaws of the
corporation.
/s/ Paul G. Laird
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Paul G. Laird, President and Directo
