ARTICLE III

Section 1. Eligibility. To be eligible to be a shareholder of the corporation a person must be the owner of at least one (1) share of the corporation's stock.

Section 2. Sale of Shares. Should any shareholder at any time desire to sell or otherwise dispose of his or her stock in the corporation, such person shall first give to the corporation the right to purchase such stock from the shareholder on the same terms and conditions as any bona fide offer which has been made to him/her for the purchase of said stock; and in the event any share of stock is disposed of by any shareholder before such new person shall be entitled to become a shareholder in the corporation, he/she must make application for membership herein which application shall be denied unless a majority of the shareholders of this corporation shall vote in favor of accepting said new member as a shareholder, and on this proposition, the person selling or transferring said share shall be ineligible to vote.

Section 3. Assessments. The Board shall have the responsibility of determining the annual (and any other) assessments. The Board shall provide notice of assessments indicating therein the manner and time of payment and stating therein the date on which said assessment will be due. The assessment will be deemed delinquent if not paid on the due date. Said notice shall be mailed by the secretary of the corporation as he/she is instructed by the Board to each shareholder of record at the last known address on file with the secretary. Said notice shall contain a copy of the Board's resolution identifying the assessment, the time and manner of payment and the date on which the same will be due. Should any assessment remain unpaid beyond the due date fixed in the resolution, the delinquent shareholder shall at that point temporarily lose the rights and privileges of a shareholder until the levy and assessment has been paid together with any late charges and accrued interest. After thirty (30) days from the due date, the Board may notify any delinquent shareholder by certified mail, return receipt requested, at the Shareholder's last known address of a meeting to be held with the Board not less than fifteen (15) nor more than thirty (30) days from the date of said notice at which time the Board will consider whether or not to forfeit the delinquent shareholder's share and foreclose on the same as is provided under the statutes of the State of Utah for the foreclosure of mortgages.

Upon failure of the shareholder to appear at said Board meeting or failure at said meeting to convince the Board of sufficient extenuating circumstance to justify non- foreclosure, or to pay the delinquent assessment together with late charges and accrued interest in full, the Board shall then vote on the question of whether or not to levy and execute against the shareholder's interest, real and personal, in the corporation. Such vote to foreclose shall be passed by a majority of Directors.

If upon execution and foreclosure, the corporation reacquires the defaulting shareholder's share, there shall remain in the shareholder, as provided in Rule 69 (f) of the Utah Rules of Civil Procedure, as the same may be amended, a six-month right of redemption wherein the shareholder, by paying the levy, assessment, foreclosure, court costs, interest, attorney's fees, and any other appropriate charges, may redeem his share. Should the defaulting shareholder fail to redeem within the six-month redemption period following execution and foreclosure, then the board may resell said share for whatever price it may reasonably obtain. Any surplus resulting from such resale over and above the levy, assessments, foreclosure, court costs, interest, attorney's fees, and any other appropriate charges shall be forwarded by the Board to the delinquent shareholder.

Section 4. Termination. At any time should three-fourths (3/4) of the shareholders at any regular meeting or special meeting called for that purpose, find and determine that any shareholder has or is committing acts in the exercise of his rights as a shareholder which are not conducive to the orderly operation and objectives of the corporation, are offensive to public morals, constitute a nuisance or are in violation of rules now or hereafter promulgated by the Board or the Corporation, then such shareholder shall no longer be eligible to enjoy the rights and privileges of a shareholder and upon payment to him by the Corporation of the fair and reasonable value of his share, such Shareholder's share shall become the property of the Corporation.

In the event the shareholder and the corporation do not agree with respect to the value of said share, for the purposes of ascertaining the fair and reasonable value thereof, the same shall be appraised by three (3) disinterested persons, one (1) to be selected by the shareholder affected, one (1) by the corporation, and the third by the two (2) so selected, and their decision as to the value of said share shall be final.

Section 5. Time and Place of Meeting. All meetings of the shareholders of the corporation shall be held at such time and at such place within or without the State of Utah as shall be determined by the Board, consistent with these bylaws.

Section 6. Annual Meetings. An annual meeting of the shareholders of the corporation shall be held each year on such date and at such time as shall be designated from time to time by the Board, consistent with these bylaws. This meeting shall be for the election of Directors and for the transaction of such other business as may properly come before it.

Section 7. Special Meetings. Special meetings of shareholders, for any proper purpose or purposes, other than those regulated by statute, may be called at any time by the president, the chairman of the board of directors, or a majority of the directors, and must be called by the president upon written request of the holders of a majority of the outstanding shares entitled to vote at such special meeting. Written notice of such meeting stating the place, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called shall be given. The notice shall be given to each shareholder of record in the same manner as notice of the annual meeting. No

business other than that specified in the notice of the meeting shall be transacted at any such special meeting.

Section 8. Notice of Shareholders Meetings. The secretary shall give written notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, which shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally, by mail, or by electronic mail 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 on the books of the corporation, with postage thereon prepaid.

Section 9. Place of Meeting. The board of directors may designate any place, either within or without the State of Utah, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. 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 Utah as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation.

Section 10. Record Date. The board of directors may fix a date not less than ten nor more than fifty days prior to any meeting as the record date for the purpose of determining shareholders entitled to notice of and to vote at such meeting of the shareholders. The transfer books may be closed by the board of directors for a stated period not to exceed fifty days for the purpose of determining shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose.

Section 11. Quorum. A majority 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 a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At a meeting resumed after any such adjournment, even if there shall not be a quorum present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment; notwithstanding the withdrawal of shareholders in such number that less than a quorum remain.

Section 12. Voting. A holder of an outstanding share entitled to vote at a meeting, may vote at such meeting in person or by proxy. Except as may otherwise be provided for in the Articles of Incorporation, every shareholder shall be entitled to one vote for each share standing in his name on the record of shareholders. The vote for such Share shall be exercised as the joint owners of the Share among themselves determine but in no event shall more than one vote be cast with respect to any Share.

Any person casting the vote for a jointly-owned Share shall be presumed to have the concurrence of all other joint shareholders. Except as herein or in the Articles of Incorporation otherwise provided, all corporate action shall be determined by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Section 13. Proxies. At all meetings of shareholders, a shareholder may vote in person or 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. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 15. Meetings by Telecommunication. Shareholders may participate in any annual or special meeting of the shareholders by any means of communication by which all persons participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.