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lutcam_bylaws.txt

LUTCAM BYLAWS



BYLAWS

OF

LUTCAM, INC.

A Nevada Corporation



ARTICLE I

Stockholders



Section 1. Annual Meeting. Annual Meetings of the Stockholders,

commencing with the year 2003, shall be held on a day set by the

Board of Directors, at which the Stockholders shall elect by

vote a Board of Directors and transact such other business as

may properly be brought before the meeting.



Section 2. Special Meetings. Special Meetings of the

Stockholders, for any purpose or purposes, unless otherwise

prescribed by statute or by the Articles of Incorporation, may

be called by the President or the Secretary by resolution of the

Board of Directors or at the request in writing of Stockholders

owning a majority in amount of the entire capital stock of the

Corporation issued and outstanding and entitled to vote. Such

request shall state the purpose of the proposed meeting.



Section 3. Place of Meetings. All annual meetings of the

Stockholders shall be held at the registered office of the

Corporation or at such other place within or without the State

of Nevada as the Directors shall determine. Special meetings of

the Stockholders may be held at such time and place within or

without the State of Nevada as shall be stated in the notice of

the meeting, or in duly executed waiver of notice thereof.

Business transacted at any special meeting of Stockholders shall

be limited to the purposes stated in the notice.



Section 4. Quorum: Adjourned Meetings. The holders of a majority

of the Stock issued and outstanding and entitled to vote

thereat, present in person or represented by proxy, shall

constitute a quorum at all meetings of the Stockholders for the

transaction of business except as otherwise provided by statute

or by the Articles of Incorporation. If, however, such quorum

shall not be present or represented at any meeting of the

Stockholders, the Stockholders entitled to vote thereat, present

in person or represented by proxy, shall have the power to

adjourn the meeting form time to time, without notice other than

announcement at the meeting, until a quorum shall be present or

represented. At such adjourned meeting at which a quorum shall

be present or represented, any business may be transacted which

might have been transacted at the meeting as originally

notified.



Section 5. Voting. Each Stockholder of record of the Corporation

holding Stock, which is entitled to vote at this meeting, shall

be entitled at each meeting of Stockholders to one vote for each

share of Stock standing in his name on the books of the

Corporation. Upon the demand of any Stockholder, the vote for

Directors and the vote upon any question before the meeting

shall be by ballot.



When a quorum is present or represented at any meeting, the vote

of the holders of a majority of the Stock having voting power

present in person or represented by proxy shall be sufficient to

elect Directors or to decide any question brought before such

meeting, unless the question is one upon which by express

provision of the statutes or of the Articles of Incorporation, a

different vote is required in which case such express provision

shall govern and control the decision of such question.



Section 6. Proxies. At any meeting of the Stockholders any

Stockholder may be represented and vote by a proxy or proxies

appointed by an instrument in writing. In the event that any

such instrument in writing shall designate two or more persons

to act as proxies, a majority of such persons present at the

meeting, or, if only one shall be present, then that one shall

have and may exercise all of the powers conferred by such

written instrument upon all the persons so designated unless the

instrument shall otherwise provide. No proxy or power of

attorney to vote shall be used to vote at a meeting of the

Stockholders unless it shall have been filed with the secretary

of the meeting. All questions regarding the qualification of

voters, the validity of proxies and the acceptance or rejection

of voters shall be decided by the inspectors of election who

shall be appointed by the Board of Directors, or if not so

appointed, then by the presiding Officer of the meeting.



Section 7. Action: Without Meeting. Any action, which may be

taken by the vote of the Stockholders at a meeting, may be taken

without a meeting if authorized by the written consent of

Stockholders holding at least a majority of the voting power,

unless the provisions of the statutes or of the Articles of

Incorporation require a greater proportion of voting power to

authorize such action in which case such greater proportion of

written consents shall be required.



ARTICLES II

Directors



Section 1. Management of Corporation: The business of the

Corporation; shall be managed by its board of Directors; which

may exercise all such powers of the Corporation, and do all such

lawful acts and things as are not by statute or by the Articles

of Incorporation or by these Bylaws directed or required to be

exercised or done by the Stockholders.



Section 2. Number, Tenure, and Qualifications: The number of

Directors, which shall constitute the whole board, shall be at

least one. The number of Directors may from time to time be

increased or decreased to not less than one, nor more than

fifteen. The Directors shall be elected at the annual meeting of

the Stockholders and except as provided in Section 2 of this

Article, each Director elected shall hold office until his

successor is elected and qualified. Directors need not be

Stockholders.



Section 3. Vacancies. Vacancies in the Board of Directors

including those caused by an increase in the number of

Directors, may be filled by a majority of the remaining

Directors, though less than a quorum, or by a sole remaining

Director, and each Director so elected shall hold office until

his successor is elected at an annual or a special meeting of

the Stockholders. The holders of two-thirds of the outstanding

shares of Stock entitled to vote may at any time peremptorily

terminate the term of office of all or any of the Directors by

vote at a meeting called for such purpose or by written

statement filed with the secretary or, in his absence, with any

other Officer. Such removal shall be effective immediately, even

is successors are not elected simultaneously.



A vacancy or vacancies in the Board of Directors shall be deemed

to exist in case of the death, resignation or removal of any

Directors, or if the authorized number of Directors be

increased, or if the Stockholders fail at any annual or special

meeting of Stockholders at which any Director or Directors are

elected to elect the full authorized number of Directors to be

voted for at that meeting.



If the Board of Directors accepts the resignation of a Director

tendered to take effect at a future time, the Board or the

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