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TABLE OF CONTENTS


ARTICLE I. CORPORATE OFFICES			1

Section 1. Principal Place of Business			1
Section 2. Registered Office			1

ARTICLE II. SHAREHOLDERS AND SHAREHOLDER MEETINGS			1

Section 1. Annual Meeting			1
Section 2. Special Meetings			1
Section 3. Location of Meeting			1
Section 4. Notice of Meeting			1
Section 5. Closing of Stock Transfer Books and Fixing of Record Date			1
Section 6. Voting Lists			2
Section 7. Quorum			2
Section 8. Proxies			2
Section 9. Voting of Shares			3
Section 10. Voting of Shares Standing in the Name of Another Corporation			3
Section 11. Informal Action by Shareholders			3
Section 12. Cumulative Voting			3
Section 13. Conduct of Meetings of Shareholders and Rules of Election			3

ARTICLE III. BOARD OF DIRECTORS			3

Section 1. General Powers			3
Section 2. Number, Tenure and Qualifications			4
Section 3. Vacancies			4
Section 4. Meetings of the Board of Directors			4
Section 5. Telephonic Participation at Meetings			5
Section 6. Quorum			5
Section 7. Manner of Acting			5
Section 8. Compensation			5
Section 9. Presumption of Assent			5
Section 10. Action Without a Meeting			6
Section 11. Removal			6
Section 12. Rules of Order and Procedures			6

ARTICLE IV. OFFICERS			6

Section 1. General			6
Section 2. Appointment and Term of Office			6
Section 3. Removal			6
Section 4. Vacancies			6
Section 5. President			7
Section 6. Vice-Presidents			7
Section 7. Secretary			7
Section 8. Treasurer			7
Section 9. Salaries			8

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ARTICLE V. COMMITTEES			8

Section 1. General			8

ARTICLE VI. CONTRACTS, LOANS, CHECKS, DEPOSITS AND OTHER TRANSACTIONS			9

Section 1. Contracts			9
Section 2. Loans			9
Section 3. Checks, Drafts, etc.			9
Section 4. Deposits			9
Section 5. Bonds			9

ARTICLE VII. STOCK OF THE CORPORATION			9

Section 1. Certificates for Shares			9
Section 2. Registered Shareholders			9
Section 3. Transfer of Shares			9
Section 4. Lost, Stolen or Destroyed Certificates			10
Section 5. Regulations			10

ARTICLE VIII. INDEMNIFICATION AND INSURANCE			10

Section 1. Indemnification			10
Section 2. Insurance			11

ARTICLE IX. CORPORATE BOOKS AND RECORDS			11

Section 1. Books and Records			11
Section 2. Inspection			11
Section 3. Inspection of Articles of Incorporation and Bylaws			11

ARTICLE X. MISCELLANEOUS			12

Section 1. Seal			12
Section 2. Fiscal Year			12
Section 3. Amendment of Bylaws			12
Section 4. Distributions			12
Section 5. Waiver of Notice			12

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ARTICLE I. CORPORATE OFFICES

Section 1. Principal Place of Business. The principal place of business of the corporation in the State of Alaska shall be located at Foster Pepper Rubini & Reeves, LLC, or at such other place as may be designated from time to time by the Board of Directors. The corporation may have such other offices, within or outside of the State of Alaska, as the Board of Directors may designate or as the business of the corporation may require from time to time.

Section 2. Registered Office. The registered office of the corporation required by the Alaska Corporations Code to be maintained in the State of Alaska may be, but need not be, identical with the principal place of business of the corporation in the State of Alaska. The address and location of the registered office may be changed from time to time by the Board of Directors in the manner prescribed by law.

ARTICLE II. SHAREHOLDERS AND SHAREHOLDER MEETINGS

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