TEMN Bylaws Etc

8/12/2019 TEMN Bylaws Etc

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BY-LAWS

OF

TEAM NATION HOLDINGS CORPORATION

ARTICLE INAME AND LOCAnON

SECTION I The name of this Corporation shall be Team Nation

Holdings Corporation.

SECTION 2 The principle office of the Corporation in the State of

Nevada shall be 200 N. Curry Street, Suite 100, Carson City, Nevada, and its

initial registered office in the State of Nevada shall be Carson City. The

Corporation may have such other offices, either within or without the State of

Nevada as the Board of Directors may designate or as the business of the

Corporation may require from time to time.

ARTICLE IISHAREHOLDERS

SECTION I Annual Meeting. The annual meeting of the shareholders

shall be held on the second Tuesday of the month of March in each year;

beginning with the year 2009, at the time designated by the board of Directors,

for the purpose ofelecting Directors and for the transaction ofsuch other business

as may come before the meeting. If the day fixed for the annual meeting shall be

a legal holiday in the State of Nevada, such meeting shall be held on the next

succeeding business day. If the election of Directors shall not be held on the day

designated herein for any annual meeting of the shareholders, or at any

adjournment thereof, the Board of Directors shall cause the election to be held ataspecial meeting of the shareholders as soon thereafter as convenient.

SECTION 2 Special Meeting. Special meetings of the shareholders, for

any purpose or purposes, unless otherwise prescribed by statute, may becalled by

resolution of the Board of Directors or by the President at the request of the

holders of not less than a majority of all the outstanding shares of the Corporation

entitled to vote on any issue proposed to be considered at the meeting, provided.

said shareholders sign, date and deliver to the Corporate Secretary one or more

written demands for the meeting describing the purpose, or purposes for which it

is to be held. Only business within the purpose or purposes described in the

meeting notice required by these By-Laws may be conducted at a specialshareholders meeting. In addition, such meeting may be held at any time without

call or notice upon unanimous consent of shareholders.


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SECTION 3 Place of Meeting. The Board of Directors may designate

any place, either within or without the State of Nevada unless otherwise

prescribed by statute as the place of meeting for any annual meeting or any

special meeting of shareholders. A waiver of notice signed by all shareholders

entitled to vote at a meeting may designate any place, either within or without the

State of Nevada, unless otherwise prescribed by statute, as the place for holdingof such meeting. If no designation is made, or if a special meeting may otherwise

be called, the place of meeting shall be the principle office of the Corporation inthe State of Nevada.

SECTION 4 Notice of Meeting. Written or printed notice stating the

place, day and hour of the meeting shall be delivered not less than ten (10) nor

more than sixty (60) days before the date of the meeting, either personally or by

mail, by or at the direction of the President, or the Secretary, or the officer or

persons calling the meeting, to each shareholder of record entitled to vote at such

meeting. If mailed, such notice shall be deemed to be delivered when deposited in

the United States mail, addressed to the shareholder at his address as it appears onthe stock transfer books of the Corporation, with postage thereon prepaid. Notice

of a special meeting shall include a description of the purpose or purposes forwhich the meeting is called.

SECTION 5 Closing of Transfer Books, or Fixing of Record Date.

For the purpose of determining shareholders entitle to notice of or to vote at any

meeting of the shareholders or any adjournment thereof, or shareholders entitled

to receive payment of any dividend, or in order to make a determination of

shareholders for any other proper purpose, the Board of Directors of the

Corporation may provide that the stock transfer books shall be closed for a stated

period, but not to exceed, in any case, seventy (70) days. In lieu of closing thestock transfer books, the board of directors may fix in advance a date as the

record date for any determination of shareholders, such date in any case to be not

more than seventy (70) days, and in case of a meeting of shareholders, not less

than ten (10) days prior to the date on which the particular action, requiring such

determination of shareholders, is to be taken. If the stock transfer books are not

closed, and no record date is fixed for the determination of the shareholders

entitled to notice of or to vote at a meeting of shareholders, or shareholders

entitled to receive payment of dividend, the date on which notice of the meeting

is mailed or the date on which resolution of the Board of Directors declaring such

dividend is adopted, as the case may be, shall be the record date for such

determination of shareholders. When a determination of shareholders entitled to

vote at any meeting of the shareholders has been made as provided in this

Section, such determination shall apply to any adjourning thereof.

SECTION 6 Shareholders' List. After fixing a record date, the officer

or agent having charge of the share ledger of the Corporation shall prepare an

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alphabetical list of all persons entitled to notice and to represent shares at such

meeting, or any adjournment thereof, and said list shall be arranged by voting

group and shall show the address of, and the number of shares held by each

shareholder or representative. The shareholders' list shall be available for

inspection, and copying during usual business hours by any shareholder

beginning two (2) business days after notice of the meeting is given for which thelist was prepared and continuing through the meeting, at the Corporation's

principal office, or at a place identified in the meeting notice. Such list shall be

available during the meeting and any shareholder, his agent, or attorney is entitled

to examine such list or to vote at any meeting of shareholders.

SECTION 7 Ouorum. A maJonty of the outstanding shares of the

Corporation entitled to vote, represented in person or by proxy, shall constitute a

quorum at a meeting of shareholders. If less than the majority of the shares are

represented at the meeting, a majority of the shares so represented may adjourn

the meeting from time to time without further notice. At such adjourned meeting

in which a quorum shall be present or represented, any business may betransacted which might have been transacted at the meeting as originally notified.

The shareholders present at a duly organized meeting may continue to transact

business until adjournment, notwithstanding the withdrawal of enough

shareholders to leave less than the quorum.

SECTION 8 Proxies. At all meetings of shareholders, a shareholder may

vote by proxy executed in writing by the shareholder, or by his duly authorized

attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation

before, or at the time of the meeting.

SECTION 9 Voting of Shares. Subject to the other provisions of theseBylaws, each outstanding share entitled to vote shall be entitled to one vote upon

each matter submitted to a vote at a meeting of shareholders. The affirmative vote

of a majority of the outstanding shares represented at a shareholders' meeting at

which a quorum is present shall be the act of the shareholders of the Corporation.

SECTION Ia Voting of Shares by Certain Holders. Shares standing inthe name of another Corporation may be voted by such officer, agent, or proxy asthe By-Laws of such Corporation may provide, or, in the absence of such

provision, as the Board of Directors of such Corporation may determine. Shares

held by the administrator, executor, guardian or conservatory may be voted by

him either in person or by proxy, without a transfer of such shares into his name.

Shares standing in the name of a trustee may be voted by him, either in person, or

by proxy, but no trustee shall be entitled to vote shares held by him without a

transfer of such shares into his name. Shares standing in the name of a receiver

may be voted by such receiver, and shares held by or under the control of a

receiver may be voted by such receiver, without the transfer thereof into his name

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if authority so to vote be contained in an appropriate order of the court, by which

such receiver was appointed. A shareholder whose shares are pledged shall be

entitled to vote such shares until the shares have been transferred into the name of

the pledge, and thereafter the pledge shall be entitled to vote the shares so

transferred.

Shares of its own stock belonging to the Corporation or held by it in a fiduciary

capacity shall not be voted, directly or indirectly, at any meeting, and shall not be

counted in determining the total number of outstanding shares at any given time.

SECTION 11 Information by Shareholders. Unless otherwise provided

by law, any action required to be taken at a meeting of the shareholders, or any

other action which may be taken at the meeting of the shareholder, may be takenwithout a meeting if consent in writing, setting forth the action so taken, shall be

signed by a majority, in Capital interest of the shareholders entitled to vote with

respect to the subject matter there.

SECTION 12 Cumulative Voting. Unless otherwise provided by law, at

each election for Directors every shareholder entitled to vote, in person, or by

proxy, shall have the right to vote at such election the number of shares owned by

him for as many persons as there are Directors to be elected and for whose

election he has a right to vote, or to cumulate his votes by giving one candidate as

many votes on the same principle among any number of candidates.

ARTICLE I II BOARD OF DIRECTORS

SECTION 1 General Owners. The business and affairs of the

Corporation shall be managed by its Board of Directors except as otherwiseherein provided.

SECTION 2 Number Tenure and Qualifications. The number of

Directors of the Corporation shall initially be one, (1)and may be increased or

decreased, from three (3) Directors to up to seven (7) directors by the Board of

Directors at any time. Each Director shall hold office until the next annual

meeting of shareholders and until his successor shall have been elected and

qualified. Directors may be re-elected. The Directors need not be a resident ofthis state or a shareholder.

SECTION 3 Regular Meetings. A regular meeting of the Board of

Directors shall be held without other notice than this By-Law immediately after,

and at the same place as the annual meeting of the shareholders. The Board of

Directors may also provide, by resolution, the time and place for the holding of

additional regular meetings without other notice than such resolution.

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SECTION 4 Special Meetings. Special meetings of the board of

Directors may be called by or at the request of the President or any Director. The

person, or persons authorized to call special meetings of the Board of Directors

may fix the place for holding any special meeting of the Board of Directors called

by them.

SECTION 5 Notice. Notice of any special meeting shall be given at

least five (5) days previously thereto by notice personally given or mailed to each

Director at his business address, or by telegram. If mailed, such notice shall be

deemed to be delivered when deposited in the United 'States mail so addressed,

with postage thereon prepaid. If notice be given by telegram, such notice shall be

deemed to be delivered when the telegram is delivered to the telegraph Company.

Any Director may waive notice of any meeting. The attendance of a Director at a

meeting shall constitute a waiver or notice of such meeting, except where a

Director attends a meeting for the express purpose of objecting to the transaction

of any business because the meeting is not lawfully called or convened, and does

not thereafter vote for or assent to action taken at the meeting.

SECTION 6 Quorum. Majority of the number of Directors fixed by

section 2 of this Article shall constitute a quorum for the transaction of business

at any meeting of the board of Directors, but if less than a majority is present at

the meeting, a majority of the Directors present may adjourn the meeting to adifferent time without further notice.

SECTION 7 Manner ofAction. The act of the majority of the Directors

present at a meeting at which a quorum is present shall be the act of the Board ofDirectors.

SECTION 8 Compensation. By resolution of the Board of Directors,

the Directors may be paid their expenses, if any, for attendance at each meeting of

the Board of Directors and may be paid a fixed sum for attendance at each

meeting of the Board of Directors or a stated salary as Director. No such payment

shall preclude any Director from serving the Corporation in any other capacity

and receiving compensation therefore.

SECTION 9 Presumption of Assent. A Director of the Corporation

who is present at a meeting of the Board of Directors at which action on any

Corporate matter is taken shall be presumed to have assented to the action taken

unless his dissent shall be entered in the minutes of the meeting or unless he shall

file his written dissent to such action with the person acting as Secretary of the

meeting before the adjournment thereof or shall forward such dissent by

registered mail to the Secretary of the Corporation immediately after the

adjournment of the meeting. Such right to dissent does not apply to a Director

who voted in favor of such action.

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SECTION 10 Informal Action by Board of Directors. Unless otherwise

provided by law, any action required to be taken at a meeting of the Directors, or

any other action which may be taken at a meeting of the Directors, may be taken

without a meeting if a consent in writing, setting forth the action so taken, shall

be signed by each Director, and included in the minutes or filed with the

Corporate records reflecting the action taken.

ARTICLE IV INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES AND OTHER AGENTS

SECTION 1 This Corporation may 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, except an action by or in the right of the Corporation, by reason of

the fact that he is or was a Director, officer, employee or agent of the

Corporation, or is or was serving at the request of the Corporation as a Director,

officer, employee or agent of another Corporation, partnership, joint venture, trust

or other enterprise, against expenses, including attorneys' fees, judgments, fines

and amounts paid in settlement actually and reasonably incurred by him in

connection with the action, suit or proceeding if he:

(a) Action, or his failure to act, did not constitute a breach of his

fiduciary duties as an officer or Director involving intentional

misconduct, fraud or a Knowing Violation of Law; or

(b) Acted in good faith and in a manner which he 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 that his conduct was unlawful. The termination of any action, suit

or proceeding by judgment, order, settlement, conviction or upon a plea of

nolo contendere or its equivalent, does not, of itself, create a presumption

that the person breached a fiduciary duty, or did not act in good faith and

in a manner which he reasonably believed to be in or not opposed to the

best interests of the Corporation, or that, with respect to any criminal

action or proceeding, he had reasonable cause to believe that his conductwas unlawful.

SECTION 2. The Corporation may indemnify any person who was or is

a party or is threatened to be made a party to any threatened, pending or

completed action or suit by or in the right of the Corporation to procure a

judgment in its favor by reason of the fact that he is or was a Director, officer,

employee or agent of the Corporation, or is or was serving at the request of the

Corporation as a Director, officer, employee or agent of another Corporation,

partnership, joint venture, trust or other enterprise against expenses, including

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amounts paid in settlement and attorneys' fees actually and reasonably incurred

by him in connection with the defense or settlement of the action or suit if he:

(a) Action, or his failure to act, did not constitute a breach of his

fiduciary duties as an officer or Director involving intentional

misconduct, fraud or a Knowing Violation of Law; or

(b) Acted in good faith and in a manner which he reasonably

believed to be in or not opposed to the best interests of the

Corporation. Indemnification may not be made for any claim, issue

or matter as to which such a person has been adjudged by a court

of competent jurisdiction, after exhaustion of all appeals therefrom,

to be liable to the Corporation or for amounts paid in settlement to

the Corporation, unless and only to the extent that the court in

which the action or suit was brought or other court of competent

jurisdiction determines upon application that in view of all the

circumstances of the case, the person is fairly andreasonably

entitled to indemnity for such expenses as the court deems proper.

SECTION 3 To the extent that a director, officer, employee or agent of a

Corporation has been successful on the merits or otherwise in defense of any

action, suit or proceeding referred to in subsections I and 2, or in defense of any

claim, issue or matter therein, the corporation shall indemnify him against

expenses, including attorneys' fees, actually and reasonably incurred by him in

connection with the defense.

SECTION 4 Any discretionary indemnification pursuant to these By-

Laws, unless ordered by a court or advanced pursuant to subsection 2, may be

made by the Corporation only as authorized in the specific case upon a

determination that indemnification of the Director, officer, employee or agent is

proper in the circumstances. The determination must be made:

(a) By the stockholders;

(b) By the Board of Directors by majority vote of a quorum

consisting of Directors who were not parties to the action, suitor

proceeding;

(c) If a majority vote of a quorum consisting of Directors who were

not parties to the action, suit or proceeding so orders, by

independent legal counsel in a written opinion; or

(d) If a quorum consisting of Directors who were not parties tothe

action, suit or proceeding cannot be obtained, by independent legal

counsel in a written opinion.

SECTION 5 The expenses of officers and Directors incurred in

defending a civil or criminal action, suit or proceeding must be paid by the

Corporation as they are incurred and in advance of the final disposition of the

action, suit or proceeding, upon receipt of an undertaking by or on behalf of the

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Director or officer to repay the amount if it is ultimately determined by a court of

competent jurisdiction that he is not entitled to be indemnified by the

Corporation. The provisions of this subsection do not affect any rights to

advancement of expenses to which corporate personnel other than Directors or

officers may be entitled under any contract or otherwise by law.

SECTION 6 The indemnification pursuant to these By-Laws and

advancement of expenses authorized in or ordered by a court pursuant to thissection:

(a) Does not exclude'any other rights to which a person seeking

indemnification or advancement of expenses may be entitled under

any agreement, vote of stockholders or disinterested Directors or

otherwise, for either an action in his official capacity or an action

in another capacity while holding his office, except that

indemnification, unless ordered by a court, or for the

advancement of expenses, pursuant to or for the advancement of

expenses, may not be made to or on behalf of any Director orofficer if a final adjudication establishes hat his acts or omissions

involved intentional misconduct, fraud or a knowing violation of

the law and was material to the cause of action.

(b) Continues for a person who has ceased to be a Director, officer,

employee or agent and inures to the benefit of the heirs, executors

and administrators of such a person.

SECTION 7

A, The Corporation may purchase and maintain insurance or make

other financial arrangements on behalf of any person who is or was a

Director, officer, employee or agent of the corporation, or is or wasserving at the request of the Corporation as a Director, officer,

employee or agent of another Corporation, partnership, joint venture, trust

or other enterprise for any liability asserted against him and liability

and expenses incurred by him in his capacity as a Director, officer,

employee or agent, or arising out of his status as such, whether or not the

Corporation has the authority to indemnifY him against such liability andexpenses.

B. The other financial- arrangements made by the Corporation

pursuant to subsection A may include the following:

(a) The creation of a trust fund.

(b) The establishment of a program of self-insurance.

(c) The securing of its obligation of indemnification by granting a

security interest or other lien on any assets of the Corporation,

(d) The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may

provide protection for a person adjudged by a court of competent

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jurisdiction, after exhaustion of all appeals there from, to be liable

for intentional misconduct, fraud or a knowing violation of law,

except with respect to the advancement of expenses or

indemnification ordered by a court.

C. Any insurance or other financial arrangement made on behalf of a

person pursuant to this section may be provided by the Corporation or anyother person approved by the Board of Directors, even if all or part of the

other person's stock or other securities is owned by the Corporation.

D. In the absence of fraud:

(a) The decisi6n of the Board of Directors as to the propriety ofthe

terms and conditions of any insurance or other financial

arrangement made pursuant to this section and the choice of the

person to provide the insurance or other financial arrangement is

conclusive; and

(b) The insurance or other financial arrangement:

(1) Is not void or voidable; and

(2) Does not subject any Director approving it to personalliability for his action, even if a Director approving the

insurance or other financial arrangement is a beneficiary of

the insurance or other financial arrangement.

SECTION 8 Amendment to Nevada Law. Inthe event that Nevada law

regarding indemnification of Directors, officers, employees and other agents of

Corporations, as in effect at the time of adoption of these By-Laws, is

subsequently amended in any way increase the scope of permissible

indemnification beyond that set forth herein, the indemnification authorized by

this Article shall be deemed to be coextensive with that permitted by the Nevada

law as so amended.

ARTICLE V OFFICERS

SECTION 1 Number. The Officers of the Corporation shall be one or

more Vice-Presidents and a Secretary, each of whom shall be elected by the

Board of Directors. Such other officers and assistant officers, as may be deemed

necessary, may be elected or appointed by the Board of Directors.

SECTION 2 Election and Term of Office. The Officers of the

Corporation to be elected by the Board of Directors shall be elected annually, by

the Board of Directors, at the first meeting of the Board of Directors held at each

annual meeting of the shareholders. If the election of officers shall not be held at

such meeting, such election shall be held as soon thereafter as conveniently may

be. Each officer shall hold office until his successor shall have been duly elected

and shall have qualified, or until he shall resign, or shall have been removed in

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the manner hereinafter provided. The initial officers may be elected at the first

meeting of the Board of Directors.

SECTION 3 Removal. Any officer or agent elected or appointed by the

Board of Directors whenever in its judgment, the best interest of the Corporation

would be served thereby, but such removal shall be without prejudice to thecontract rights, if any, of the person so removed.

SECTION 4 Vacancies. A vacancy in any office because of death,

resignation, removal, disqualification or otherwise, may be filed by the Board of

Directors for the unexpired portion of the term.

SECTION 5 President. The President shall be the principal executive

officer of the Corporation and, subject to the control of the Board of Directors,

shall in general supervise and control all of the business and fairs of the

Corporation. He shall, when present, preside at all meetings of the shareholders

and of the Board of Directors. He may sign certificates for shares of theCorporation, any deeds, mortgages, bonds, contracts, or other instruments which

the Board of Directors has authorized to be executed except in cases where the

signing and execution thereof shall be expressly delegated by the Board of

Directors, or by these By-Laws, to some other officer or agent of the Corporation,

or shall be required by law to be otherwise signed or executed; and in general

shall perform all duties incident to the office of President and such other duties as

may be prescribed by the Board of Directors from time to time.

SECTION 6 Vice-President. The Board of Directors may detern1ine

when there is a need for a Vice-President or Vice-Presidents. In the absence of

the President or in event of his death, unavailability of or refusal to act, a Vice-President shall perform 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. A Vice-

President shall perform such other duties as from time to time may be assigned to

him by the President or the Board of Directors.

SECTION 7 Secretary. The Secretary shall: (a) keep the minutes of the

shareholders and of the Board of Directors meetings in one or more books

provided for the purpose; (b) be custodian of the Corporate records and of the seal

of the Corporation and see that the seal of the Corporation is affixed to all

documents, the execution of which on behalf of the Corporation under its seal is

duly authorized (c) see that all notices are duly given in accordance with the

provisions of these By-Laws or so required by law; (d) keep a register of the post

office address of each shareholder which shall be furnished to the Secretary by

such shareholder; ( e) have general charge of the stock transfer books of the

Corporation; (f) have charge and custody of and be responsible for all funds and

securities of the Corporation, receive and give receipts for monies due and

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payable to the Corporation from any source whatsoever, and deposit all such

monies in the name of the Corporation in such banks, trust companies or other

depositories as shall be selected in accordance with the provisions of Article V of

these By-Laws; and (g) in general perform all of the duties incident of the Office

of Secretary and such other duties as from time to time may be assigned to him by

the President or by the Board of Directors. If required by the Board of Directors,the Secretary shall give a bond for the faithful discharge of his duties in such sum

with such surety or sureties as the Board of Directors shall determine.

SECTION 8 Salaries. The salaries, compensation and other benefits, if

any, of the officers shall be fixed from time to time by the Board of Directors.,

No officer shall be prevented from receiving such salary by reason of the fact thathe is also a Director of the Corporation.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1 Contracts. The Board of Directors may authorize any

officer or officers, agents, or agents, to enter into a contract or execute and deliver

any instrument in the name of and on behalf of the Corporation, and such

authority may be general or confined to specific instances.

SECTION 2 Loans. No loans shall be contracted on behalf of theCorporation and no evidence of indebtedness shall be issued in its name unless

authorized by a resolution of the Board of Directors. Such authority may begeneral or confined to specific instances.

SECTION 3 Check Drafts etc. All checks, drafts, or other orders forthe

payment of money, notes or other evidences of indebtedness issued in the name

of the Corporation shall be deposited from time to time to the credit of the

Corporation in such banks, trust Companies or other depositories as the Board ofDirectors may select.

ARTICLE VII CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1 Certificates for Shares. Certificates representing shares of

the Corporation shall be in such form as shall be determined by the Board of

Directors. Such certificates shall be signed by the President and by the Secretary

or by other such officers authorized by law and by the Board of Directors so to

do. All certificates for shares shall be consecutively numbered or otherwise

identified. The name and address of the person to whom the shares represented

thereby are issued, with the number of shares and date of issuance, shall be

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entered on the stock transfer books of the Corporation. All certificates

surrendered to the Corporation for transfer shall be cancelled and no new

certificate shall be issued until the former certificate for a like number of shares

shall have been surrendered and canceled, except that in case of a lost, destroyed

or mutilated certificate, a new one may be issued therefore upon such terms and

indemnity to the Corporation as the Board of Directors may prescribe.

SECTION 2 Transfer of Shares. Transfer of shares of the Corporation

shall be made only on the stock transfer books of the Corporation by the holder of

record thereof or by his legal representative, who shall furnish proper evid~nce of

authority to transfer, or by his attorney thereunto authorized by power of attorney

duly executed and filed with the Secretary of the Corporation, and on surrender

for cancellation of the certificate of such shares, and also, any transfer is subject

to the limitations set forth in the Articles of Incorporation, reference to which is

hereby made. The person in whose name shares stand on the books of the

Corporation shall be deemed by the Corporation to be the owner thereof for allpurposes.

ARTICLE VIII FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and end

on the 31 st day of December in each year.

ARTICLE IX DIVIDENDS

The Board of Directors from time to time declare, and the Corporation may pay

dividends on its outstanding shares in the manner and upon the terms and

conditions provided by law and its Articles of Incorporation.

ARTICLE X SEAL

The Board of Directors shall provide a Corporate Seal which shall be circular in

form and shall have inscribed thereon the name of the Corporation and the state

of incorporation and the words "Corporate Seal." Unless otherwise Provided by

law, whenever any notice is required to be given to any shareholder or Director ofthe Corporation under the provision of these By-Laws or under the provisions of

the Articles of Incorporation, a waiver thereof in writing, signed by the person or

persons entitled to such notice, whether before or after the time started therein,

shall be equivalent to the giving of such notice.

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ARTICLE XI AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be

adopted by a majority vote of the Board of Directors at any annual Board of

Directors meeting or at any special Board of Directors meeting when the

proposed amendment has been sent out in the notice of such meeting. These By-

Laws may also be altered, amended or repealed by a majority vote of the

shareholders notwithstanding that these By-Laws may also be amended or

repealed by the Bfrclrdof Girectors.

Secretary

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0 5/ 14 /2 00 8 1 3: 46 7135244122 D A V I D M L O E V P A G E 05/07

CERTIFICATE OF AMENDMENTTO THE ARTICLES OF INCORPORATIONFOR NEVADA PROFIT CORPORATIONS

(CONTINUED)

(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)

Shares of Preferred Stock of the Corporation may be issued from time to time in one or moreseries, each of which shall have such distinctive designation or title as shall be determined by the Boardof Directors of tbe Corporation ("Board of Directors") prior to the issuance of any shares thereof.Preferred Stock shall have such voting powers, full or limited, or no voting powers. and such preferencesand relative, participating, optional or othor special rights and such qualifications. limitations orrestrictions thereof, as shall bestated in such resolution or resolutions providing for the issue of suchclassor seiies of Preferred Stock as may be adopted from time to time by theBoard of Directors prior totheissuance of any shares thereof. The number of authorized shares of Preferred Stock may be increased ordecreased (but not below the number of shares thereof then outstanding) by the affirmative vote of theholders of a majority of the voting power of all the then outstanding shares of the capital stock ofthe

corporation entitled to vote generally in the election of the directors (the "Voting Slock"). voting together

as a single class. without a separate vote of the holders of the PrefelTed Stock. or any series thereof, unlessavote of any such holders is requiredpursuant to any Preferred Stock Designation.

Following a 19:1forward stock split of the Corporation's outstanding shares of common stock,

which shall be effective as of the effective dale SCI forth below under Section 4 of this Certificate ufAmendmem (or in the absence of such date. on the date such Amendment is filed with the Secretary ofState of Nevada) the COIporation's capitaIi7.atiol\ will consist of Three Hundred and Twenty Million(no,OOO,nOD) shares of stock, consisting of Three Hundred Million (300.000,000) shares of common

stock, $0.00 I par value per share ("Common Stock") and Twenly Million (20.000.000) shares ofpreferred stock, $0.001 par value per share ("Preferred Stock")."

I

Certitica'te-tSf Mnendment (Continued)

Suncross Eltpiorntion CorporaLion


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Corporate Resolution- For Certificates with Only One Si~ner

L ~lVlS ( [ )L \ f f Y do hereby ( , ; l : r t i fy t ha t a t a me et in g o f th e Board o f D ire cto rs o f

1~At'!\Nbtl~,~. .l1 iJ ' N U S ~illAtl\,)~8 c orp ora tio n o rg ~n iz ed u nd er th e St ate la ws o f J:} fVAd Ij ...held on ,the _~ day of . . . J ) J J . . h y ,dJJ8 at~ t---~) CAL I &h.t:JJ_fL_which said mcering no less lhan two officers or directorswere pn;st!nt C1nd voting lhroughollt, the following resolution, upon motions made, seconded and

carried, was duly adopted and is now in full force ~nd dfect:

RE SOLVED,Thot the Pl 'cs iJcnl, Vice-Presidenr, TrcLlsure:r, Director, or ally TW O u!'slI(:h onict.:rs certify th~ltbe following is a true and correct l is t of officers of this Corporation as the prest:nl date.

In W;I~ whereof, I have hereunlo ,et my hand and scal lh;s -:lthday of l l t ! . ty:1),J '

President ~4t"4 ..... t..f2Sl.--.,.

SEAL AUTHOR lZSE> SIG

VSecn:lary ;:. .-= ::; < ' th e n u m be r o f o u t.~ d in g sh are s o f Common S tock sha ll bede termined a f te r g iv ing e f ibc t t o t he convers ion or exerdse of securi ties of t .h c Corporat ion,inc1umng th e Preferred StOCK,by the Holder o r it '> affiliates since the d a t e a s o f w h i c h s uchnumber o f outslanding sha res o f Common S tock was repor ted . The p rov is ions of thi s Sect ion5(a) (it) may be waived by the Holder upon, at the election of the Holder, not less than 61 dRYS'prior not ice to the C orporation. and the provisions of tbi$ Section 5(a) (ii) shall continue to apply

unt i l such 61It

day (or such la ter date , as determined by the Holder. a


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(ii) The Corporat ion's obl igat ions to Issue and del iver th e Conversion

Shares upon conversion and redempt ion of Preferred Stock in accordance with the tenns hereofarc absolute and unco nditional, irrespective ofan y action o r inaction by the Holder to enforce thesame, any waiver or consent with respect to any provision hereof, the recovery of any judgmenta ga ins t a ny Person or any action to enforce the sa m e, o r any setoff , counterclaim, recoupment,limitation (J( tern, inat ion. or any breach or a l leged breach by the Holder o r any o ther Person o f

.any o bligation to th e Corporat ion or any vio lat ion or al leged violation o f l aw by the Ho lder o rany other person, and irrespective of any other circumstance which might otherwise l imit suchobl igat ion of the Corporat ion tot h e Holder inconnect ion wi th the i ssuance of such ConversionShares. In the event a Holder $hal1 elect to convert an y or all of the Stated Value of i ts PreferredStock, the Corporat iun may not refuse conversion based on any c l a im that 8uch Holder o r anyone assoc ia ted or a ff il ia ted wi th t he Holder o f h as b ee n e ng ag ed i n a ny v io l at ion of law,agreement or for any other reaoon, unless, an injunction from a court, on notice, restraining andor enjoining conversion of nIl or part o f this Preterred Stock shall have been sought and obtained

and the Corporat ion posts ifI)urety bond for t he benef it o f the Holder i n t he amount o f 100010ofth e Stated Va lue of Preferred S tock outs tanding. which i s subject to the injunction. which bondshall remain in effect unti l the completion of amitnlt ionlli t igation of the dispute an dthe proceedsof which aball be payable to such Holder to the extent it ohtaioa judgment. Inthe absence of aninjunct ion precluding the sane, the Corporat ion shal l i ssue Conversion Shares or , ifapplioable,ea.c;h.upon a properly noticed conversion. If the Corporation lails to deliver to the Holder suchcerti1lcate or certificates pursuant to Section 5(b) (i) by the Share Delivery Date applicable tosuch conversion, the Corporation shall P'*Y to such Holder, incash, as l iquidated damage$ andnot as a . penalty, fo r each $10,000 of Stated Value of Preferred Stock being converted. 520 perTmding Day for each Trading Day after the Share Delivery Date unt il such cer ti fica tes a redelivered. Nothing he re in sha ll l imi t a Holder' 8 right t o p u r sue a ct ual d a mages f o r t h eCorporation's : tailurc to deliver c er tif ic at es r ep ~e nt in g sha re s o f C om m on Sto ck u po nconversion wi thin the period speci fied herein and such Holder shal l hn.ve the r ight to pursue al l

remedies available to ithereunder, at law or in equity induding, without l imitation, a decree ofspecific perfonnance and/or injunctive relief.

(iii) If th e Corporation fails to deliver to the Holder such ~r ti fiea te orcertificates purrmant to Section 5(b)(i) by a Share Delivery Date, and ifafter such Share DeliveryDate t he Holder purchases ( in an open market t ransact ion or o t he rwi se ) Common S tock todeliver insatisfaction of a sale by such Holder of ilic ConvmiQn Shares which the Holder wa sentitled to receive upon the conversion relating to such Share Delivery Date (a "Buy-In"), then

th e Corporation shall pay in cash t o t he Holder t he amount by which (x) t he Holder 's t o ta lpurchase price (including brokerage commission, jf any) for the Common Stock SC I purchased

ex.ceeds (y) the produc t o f ( 1 ) t he aggrega te number o f shares o f Common Stock that suchHolder was ent i t led to receive from the conversion a t issue mul t ip l ied by (2) the price atwhiohthe sel l order giving rise to ! luch pU l' chas e obligation was executed. For example, if the Holder

purchases Common S tock baving a t o ta l purchase p r ice of $11,000 t o cover a Buy-Tn withrespect to an attempted conversi on of sha res o f P re fe rred S tock with re~pect to which th eaggregate sale price giving r ise to such purchase obligation is $10, 000, under c lause (A) of theimmediately preceding sentence the Corpomtion sh a n be required to pay the Holder $1 ,000. The

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Holder sha ll provide the Corporation written no t ice ind ica ting the amounts payab le to the Holde ri n r espec t o f t h e Bu y - In , t o ge th e r with applicab le confi rma t ions and other evidence reasonably

requested by the Corporation. Nothing herein shall l imit a Holder's right to pursue an y otherremedies avnilable to it hereunder, at law o r in equity including. without limitntion, a decree of

spec i fic pe rfo rmance and /or in junc tive re lie f with respect to the Corporat ion's f ai lu re t o t im el ydeliver certificates representing shares o f C o m mo n S to ck u p on c on ve rs io n o f th e 5 hcu u o f Preferred Stock a .< Irequired pursuant to the terms hereof.

(c ) (i)the convers ion pr icc fo r each share of Preferred Stock sh all be on e (1 )share ofthe ('.omtnOIl S lDck of the C orporation. (the "Set Price''), subject toad jus tment be low:

(ii) if the Corporation. at any time while the Preferred Stock isoutstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions on

sha res o f i ts C o m m o n S to ck o r an y o t h er c q u 1 ty o r equity equ ivalent secur i tie s payab le in shareso f C o m m o n S to ck a nd t he Series A or Ser ie s B ~ferred Stock., (B)subd iv ide ou ts tand ing sha rc :s

o f C om m o n S to ck i nt o a la rg er nwnber of shares. (C) CQrnbine (including by way of reversestock split) outstanding shares o f Co mmo n S toc k i nt o a smal le r n u mbe r o f shares, o r (0)is!mc by

r ec la ss if ic at io n o f sh a re s o f th e Co mmo n S to c k a n y sharC3 o f capital s t o ck o f t h e Co ipo mt io n,

then the S e t Price shall be multiplied by a f rac t ion o f which the numerato r sha ll be t h e nu mb er o f share8 of C o m m o n S to ck (excluding treasury sh!teS, ifany) outstanding be fore such even t and of which the denominato r shall be the nu m be r o f sh ar es o f C o m m o n S to ck Outstanding after suchevent. Any adjustment made pursuan t to this Section shall become effective immediately afterthe record date fo r the detetmination of stockholders entitled to receive such dividend ord is tr ibu t ion and shall b ec o me e ffec ti ve immed i at ely a ft er th e ef fe ct iv e d at e i n th e c as e o f asubdivision, combination o r reclassification.

(iii) All calculations under this Section 5 (c) shall be made to the nearest

cen t o r the neares t tllOQ

th

o f a s h a re , a s t h e c a se ma y be. T h e n u m be r o f sh ar es o f C o mm o nStock o u t st an d in g a t a ny g iven t ime sh al l n o t i nc lu d e s h ares o wn ed o r he ld by o r fo r the accoun tof the Corpora tion, and the d i spo!Si tion o f any !Suchshares shan be contiidered an iSlluc o r s a l e o f Common Stock. !'or purpollell o f this Se ct io n 5 (c ), t he n u m be r o f s ha re s o f C o m mo n S to ck

deemed to b e o u ts ta nd in g ( th e "Co mmo n S toc k Ou t s ta nd ing ") a s o f a g iven d a te s h al l b e th e s u mo f th e n um ber o f s h are s o f C o mm o n S to ck (excluding t reasury ~hnres , if an y) is su e d a ndo u t st an d in g .

Section 8. Definitions; For U u: p~cs hc:rcof,the following terms shallhave thefollowing meaning:

"Banlcruptcy Event" means any of the following events: (a) the C o rp o ra ti on o r any

Significant Subsidiary (as such term Is detined in Rule 1.02(s) of Regulation SoX) thereof

c om m en ce s a ca se o r o t h er p ro ce ed in g u nd er a ny b an kr up tc y. reorganization. arrangement.a d ju s tme nt o f d e bt 1 r el ie f o f d eb to r s. d is so lu ti o n, i nso lven cy o r li qu i da ti o n o r sim il ar l aw o f W lYjuris dic tion relat ing to the Co rporati on , or any Sign ificant Subs idiary the reo f; (b ) there isc o mmen ce d a ga in st t h e Co rporat io n or any Significant Subsidiary t h er eo f a ny suc h c as e o r

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fo r such purpose, (b) securities upon the exercise of or conversion o f any securities issuedhereunder , convert ible securit ies , opt ions o r warrants i ssued and outs tanding on the date of the

Purchase Agreement , provided that such securities have not been amended since the d ate of thePurchase Agreement to increase th e number of such securit ies or to decrease the exercise o rconversion price of any such securit ies , and (c) securi ties i ssued pursuant to acquisitions o rstrategic tnwsac(jo~, provided any such issuance shall only be to 0. Pers01'1which. is, i tself orthrough its subsidiaricsj an operating company ina business synergistic with the business of th eCorporation and in which the Corporation receives benefits in addition to the investment of'funds, but shall not include a transaction inwhich the Corporation is issuing securities primarilyfor the purpose of raising capital or to an entity whose primary business is investing insecurities.

"Fundamental TransactiOn" means the oecutTence after the date hereof or an y o f (a) tbeCorporation effects any merger or consol idat ion of the C orporat ion with o r into another .Person,(b) the Corporation eff~ any 6ale of al l or 5ubstantially a l l o f it s assets inone or a series ofrelated transaction!;, (c) any tender o f fe r o r exchange oncr (whethct by the Corpora ti on oranother PCl'SGn) is completed pursuant to which Holders of Common Stock are pennittcd totender or exchange their shares for other securi t ies, cash or property , or (d) the Corporationeffects any reclassification of the Common Stock of any compulsory share exchange pursuant towhich t he Common S tock ili effectively converted into or exchanged for other securi t ies, cash o rproperty.

"Uolder" shall have th~moaning given such tcnn in Seotion 1 hereof.

"Junior Securi ties" means the Commo n Stock an d al l other equity or equity equivalentsecuri t ies of the Corporat ion other than those securi ties that W'e (a) outs tanding on the OriginalIssue Date and (b) which are explicitly senior in rights or liquidation preference to the PrefcttedStock. .

"Liguidation" shall have the meaning g iven such te rm in Sec tion 4 .

"Notice of Conversion" shal l have the meaning given ~ h tenn in Section 5(a).

"Original Issue Date" shall mean the date o f t h e first iS8UaRce of any shares o f t he

Preferred Stock regardless of ilie number of lran8[ers of any particular shares of Preferred Stockand regardless of the number of certificate!; which may be issued to evidence such Preferred

Slock..~" mean.


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