BYLAWS

                                       OF

                         OPEN INFORMATION SYSTEMS, INC.



                            ARTICLE I. IDENTIFICATION



          Section 1. Name. The name of the Corporation is Open Information

Systems, INC.



          Section 2. Seal. Upon the seal of the Corporation shall appear the

name of the Corporation and the state and year of incorporation, and the words

"Corporate Seal."



          Section 3. Offices. The initial principal office of the Corporation

shall be located in Sandy Hook, Connecticut. The Board of Directors (the

"Board") may from time to time, in its discretion, or as the activities of the

Corporation may require, establish a different location for the Corporation's

principal office and may establish such other offices of the Corporation, each

which may be located within or without the State of Connecticut.



                      ARTICLE II. MEETINGS OF SHAREHOLDERS



          Section 1. Place of Meetings. Meetings of the shareholders of the

Corporation shall be held at the principal office of the Corporation, or at such

other place, either within or without the State of Connecticut, as may be fixed

by the Board or the President of the Corporation and stated in the notice of

meeting or in a duly executed waiver of notice thereof.



          Section 2. Annual Meeting. An annual meeting of the shareholders shall

be held each year at such place, date and time as the Board shall from time to

time prescribe. At each annual meeting of the shareholders, the shareholders

shall elect the Board for the ensuing year and shall transact such other

business as may properly come before the meeting. Unless the Certificate of

Incorporation of the Corporation or these Bylaws provide otherwise, notice of an

annual meeting need not include a description of the purpose or purposes for

which the meeting is called.



          Section 3. Special Meetings. Special meetings of the shareholders

shall be held: (1) on call of the Board or the President of the Corporation, or

(2) if the holders of at least ten percent (10%) of all of the votes entitled to

be cast on any issue proposed to be considered at the proposed special meeting

sign, date and deliver to the Corporation's Secretary one or more written

demands for the meeting describing the purpose or purposes for which the meeting

is to be held. Notice of a special meeting of shareholders shall include a

description of the purpose or purposes for which the meeting is called. Only

business within the purpose or purposes described in the notice of special

shareholders' meeting may be conducted at the special meeting of the

shareholders that is the subject of such meeting notice.



          Section 4. Action without a Meeting. Any action which may be taken at

a meeting of shareholders may be taken without a meeting by a written consent

setting forth the action so taken or to be taken, signed by all of the persons

who would be entitled to vote upon such action at a meeting or by their duly

authorized attorneys. Unless otherwise fixed by the



{PAGE}



Board, the record date for determining shareholders entitled to take action

without a meeting is the date that the first shareholder signs the consent for

the proposed action.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC