Restated Corporate Bylaws of IElement

EX-3.2 2 ielement_ex3-2.htm RESTATED BYLAWS OF IELEMENT Restated Corporate Bylaws of IElement

                                  Exhibit 3.2

RESTATED BYLAWS OF
IELEMENT CORPORATION

ARTICLE I - OFFICES
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1. REGISTERED OFFICE AND AGENT

The registered office of the Corporation shall be maintained at:

17194 Preston Rd
PMB 341, Suite 102
Dallas, TX 75248

The registered office or the registered agent, as identified in the
Articles of Incorporation, or both, may be changed by resolution of the board of
directors, upon filing the statement required by law.

2. PRINCIPAL OFFICE

The principal office of the Corporation shall be at

13714 Gamma Road
Suite 120
Dallas, TX 75244

provided that the Board of Directors shall have exclusive power to change the
location of the principal office in its discretion.

3. OTHER OFFICES

The Corporation may also maintain other offices at such places within or
without the State of Texas as the Board of Directors may from time to time
appoint or as the business of the Corporation may require.

4. BOOKS

The books of the Corporation may be kept within or without the State of
Nevada as the Board of Directors may from time to time determine or the business
of the Corporation may require.

ARTICLE II - SHAREHOLDERS
-------------------------

1. PLACE OF MEETING

All meetings of shareholders, both regular and special, shall be held either at
the principal office of the Corporation in Texas or at such other places, either
within or without the state, as shall be designated in the notice of the
meeting. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within our without the State of Nevada,
unless otherwise prescribed by statute, as the place for the holding of such
meeting. If no designation is made, the place of meeting shall be the principal
office of the Corporation.

2. ANNUAL MEETING

Annual meetings of shareholders, if held, shall be held at the
discretion of the Board of Directors, or as otherwise provided by the laws of
Nevada, and shall take place at a time and date designated by the Board of
Directors.

3. SPECIAL MEETINGS

Special meeting of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the Chief Executive Officer or
President, and shall be called by the Chief Executive Officer at the request of
at least two (2) of members of the Board of Directors or the holders of not less
than twenty percent (20%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.

4. NOTICE OF SHAREHOLDERS' MEETING

A written or printed notice stating the place, day and hour of an annual
shareholder meeting or special meeting and the purpose or purposes for which the
meeting is called, 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, Secretary or the officer or person 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 on the
share transfer books of the Corporation, with postage thereon prepaid.

5. VOTING OF SHARES

Each outstanding share of common stock shall be entitled to one vote on
each matter submitted to a vote at a meeting of shareholders; each outstanding
share of any other class of stock shall be entitled to the voting rights as the Articles of
Incorporation shall designate, subject to the laws of Nevada. Treasury shares
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.

A shareholder may vote either in person or by proxy executed in writing
by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution unless otherwise
provided in the proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable, and in no event shall it remain irrevocable for a
period of more than eleven (11) months.

At each election for directors every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, 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 unless prohibited by the articles
of incorporation, to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal,
or by distributing such votes on the same principal among any number of such
candidates. Any shareholder who intends to cumulate his votes as herein
authorized shall give written notice of such intention to the secretary of the
Corporation on or before the day preceding the election at which such
shareholder intends to cumulate his votes.

6. CLOSING TRANSFER BOOKS AND FIXING RECORD DATE

For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or 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 may provide
that the share transfer books shall be closed for a stated period not exceeding
fifty (50) days. If the stocks transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the by-laws
or in the absence of an applicable by-law the Board of Directors, may fix in
advance a date as the record date for any such determination of shareholders,
not later than fifty (50) days and, in case of a meeting of shareholders, not
earlier than ten (10) days prior to the date on which the particular action,
requiring such determination of shareholders is to be taken. If the share
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the 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 shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof, except where the determination has been made through the closing of
share transfer books and the stated period of closing has expired.

7. QUORUM OF SHAREHOLDERS

Unless otherwise provided in the articles of incorporation, the holders
of a majority of the shares entitled to vote and present at a meeting,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. The vote of the holders of a majority of the shares entitled to
vote and thus represented at a meeting at which a quorum is present shall be the
act of the shareholders' meeting, unless the vote of a greater number is
required by law, the articles of incorporation or these bylaws.

8. VOTING LISTS

The officer or agent having charge of the share transfer books for the
shares of the Corporation shall make, at least ten (10) days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by any shareholder
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share transfer books shall be prima-facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote any
meeting of shareholders.

9. ACTION BY CONSENT OF SHAREHOLDERS

Any action which may be taken at any annual or special meeting of
stockholders, may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. All such consents shall
be filed with the Secretary of the Corporation or the Chief Executive Officer in
lieu thereof, and shall be maintained in the corporate records. Prompt notice of
the taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

ARTICLE III - DIRECTORS
-----------------------

1. BOARD OF DIRECTORS

The business and affairs of the Corporation shall be managed by a Board
of Directors. Directors need not be residents of the State of Texas nor be
shareholders in the Corporation. All Directors shall be of at least eighteen (18)
years of age.

2. NUMBER AND ELECTION OF DIRECTORS

The number of directors shall be a minimum of three (3) and a maximum of
Seven (7) provided that the number may be increased or decreased from time to time
by an amendment to these bylaws, but no decrease shall have the effect of shortening
the term of any incumbent director. At each annual election the shareholders shall
elect directors to hold office until the next succeeding annual meeting. Each director
shall hold office until the next annual meeting of the stockholders and until his
successor shall have been duly elected and qualified or until his death, or until he
shall have resigned, or have been removed, as hereinafter provided in these By-Laws,
or as otherwise provided by statute or the Certificate of Incorporation.

3. VACANCIES

Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors, unless otherwise provided by law. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an increase in
the number of directors may be filled by election by the Board of Directors for
a term of office continuing only until the next election of directors by the
shareholders.

4.RESIGNATIONS

Any director of the Corporation may resign at any time by giving written notice
of his resignation to the Board of Directors or the President or the Secretary.
Any such resignation shall take effect at the time specified therein or, if the
time when it shall become effective shall not be specified therein, immediately
upon its receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

5.REMOVAL OF DIRECTORS

Except as otherwise provided in the Certificate of Incorporation or in these By-Laws, or in
a contract or agreement with such director, any director may be removed, either with or without
cause, at any time, by the affirmative vote of a majority of the votes of the issued and
outstanding stock entitled to vote for the election of directors of the Corporation given
at a special meeting of the stockholders called and held for the purpose; and the vacancy
in the Board of Directors caused by any such removal may be filled by such stockholders at
such meeting, or, if the stockholders shall fail to fill such vacancy, as in these By-Laws provided.
Any Director may be removed with cause by an affirmative vote of the remaining Directors and such
Remaining Directors may fill such vacancy caused by such removal in accordance with these By-Laws.

6. QUORUM OF DIRECTORS/VOTING

A majority of the Board of Directors shall constitute a quorum for the
transaction of business. 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 of Directors. In
the event of a deadlock of a vote of the Board of Directors as a result of an even
number of Board of Directors, the Chairman of the Board shall have full authority to
exercise a deciding vote necessary to break such deadlock. The Chairman of the Board
shall be elected by a majority of the Board of Directors and shall serve as Chairman
until his death, or until he shall have resigned, or have been removed.

7. ANNUAL MEETING OF DIRECTORS

Within thirty days after each annual meeting of shareholders the Board
of Directors elected at such meeting shall hold an annual meeting at which they
shall elect officers and transact such other business as shall come before the
meeting.

8. REGULAR MEETING OF DIRECTORS

A regular meeting of the Board of Directors may be held at such time as
shall be determined from time to time by resolution of the board of directors.

9. SPECIAL MEETINGS OF DIRECTORS

Any two directors may call by or at the request of the Chief Executive
Officer or special meetings of the Board of Directors. 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.

10. PLACE OF DIRECTORS' MEETINGS

The Board of Directors shall hold its meetings at such place, either
within or without the State of Texas, and at such time as may be determined from
time to time by the Board of Directors, including by teleconference provided that each member of
the Board of Directors can hear all other directors and can be heard by all
other directors.

11. NOTICE OF DIRECTORS' MEETINGS

Annual or regular meetings of the Board of Directors shall be held upon
ten (10) days' written notice delivered personally or mailed to each director at
his business address, or by facsimile, email or telegram. Notice of any special
meeting shall be given at least one (1) day previous thereto, or with less than
one (1) day notice if such notice is waived by each member of the Board of
Directors for any particular meeting, by written notice delivered personally or
mailed to each director at his business address, or by facsimile, email or
telegram. If mailed, such notice shall be deemed to be delivered when deposited
in the United Sates mail so addressed, with postage thereon prepaid. If notice
is given by facsimile or email, it shall be deemed to be delivered upon
transmission. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any directors
may waive notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of 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.

In any case where all of the directors execute a waiver of notice of the
time and place of meeting, no notice thereof shall be required, and any such
meeting (whether annual, regular or special) shall be held at the time and at
the place (either within or without the State of Texas) specified in the waiver
of notice. Neither the business to be transacted at, nor the purpose of, any
annual, regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

12. COMPENSATION

The Board of Directors shall have authority to fix the compensation, including
fees and reimbursement of expenses, of directors for services to the Corporation in any
capacity, provided no such payment shall preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.

13. ACTION BY CONSENT OF DIRECTORS

In lieu of a formal meeting, action may be taken by unanimous written
consent of the directors.

14. 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 the 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 shall not apply to a director who voted in favor of such action.

15.COMMITTEES

The Board of Directors may designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or disqualification
of a member of the committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of any such absent or
disqualified member. Any such committee, to the extent permitted by law and to the extent
provided in the resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Unless the Board of Directors otherwise provides, each committee designated by the
Board of Directors may make, alter and repeal rules for the conduct of its business.
In the absence of such rules each committee shall conduct its business in the same
manner as the Board of Directors conducts its business pursuant to Article III of these by-laws.

ARTICLE IV - OFFICERS
---------------------

1. OFFICERS APPOINTMENT

The officers of the Corporation shall consist of a Chief Executive
Officer and Chief Financial Officer, President, Treasurer, and Secretary and, at
the discretion of the Board of Directors, one or more vice-presidents. All such
officers shall be appointed at the annual meeting of the Board of Directors. If
any office is not filled at such annual meeting, it may be filled at any
subsequent regular or special meeting of the board. The Board of Directors at
such annual meeting, or at any subsequent regular or special meeting, may also
elect or appoint such other officers and assistant officers and agents as may be
deemed necessary. Any two or more offices may be held by the same person.

All officers and assistant officers shall be elected to serve until the
next meeting of directors (following the next annual meeting of shareholders) or
until their successors are elected; provided, that any officer or assistant
officer elected or appointed by the Board of Directors may be removed with or
without cause at any regular or special meeting of the board whenever in the
judgment of the Board of Directors the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any agent appointed shall serve for
such term, not longer than the next annual meeting of the Board of Directors, as
shall be specified, subject to like right of removal by the Board of Directors.

2. VACANCIES

If any office becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.

3. POWER OF OFFICERS

Each officer shall have, subject to these by-laws, in addition to the
duties and powers specifically set forth herein, such powers and duties as are
commonly incident to this office and such duties and powers as the Board of
Directors shall from time to time designate. All officers shall perform their
duties subject to the directions and under the supervision of the Board of
Directors. The President may secure the fidelity of any and all officers by bond
or otherwise.

4. PRESIDENT

The President shall be the Chief Executive Officer of the Corporation.
He shall preside at all meetings of the directors and shareholders. He shall see
that all orders and resolutions of the board are undertaken, subject however, to
the right of the directors to delegate specific powers, except such as may be by
statute exclusively conferred on the president, to any other officers of the
Corporation.

The President or any or any authorized officer shall execute bonds,
mortgages and other instruments requiring a seal, in the name of the
Corporation, and, when authorized by the board, he or any authorized officer may
affix the seal to any instrument requiring the same, and the seal when so
affixed shall be attested by the signature of either the secretary or an
assistant secretary. He or any vice-president shall sign certificates of stock.

The President shall be ex-officio a member of all standing committees.

The President shall submit a report of the operations of the Corporation
for the year to the directors at their meeting next preceding the annual meeting
of the shareholders and to the shareholders at their annual meeting.

5. VICE-PRESIDENTS

The vice-president shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president, and they shall
perform such other duties as the Board of Directors shall prescribe.

6. THE SECRETARY AND ASSISTANT SECRETARIES

The Secretary shall attend all meetings of the board and all meetings of
the shareholders and shall record all votes and the minutes of all proceedings
and shall perform like duties for standing committees when required. He shall
give or cause to be given notice of all meetings of the shareholders and all
meetings of the Board of Directors and shall perform such other duties as may be
prescribed by the board. He shall keep in safe custody the seal of the
Corporation, and when authorized by the board, affix the same to any instrument
requiring it, and when so affixed, it shall be attested by his signature or by
the signature of an assistant secretary.

The assistant secretary shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary, and they
shall perform such other duties as the Board of Directors shall prescribe.

In the absence of the Secretary or an assistant secretary, the minutes
of all meetings of the board and shareholders shall be recorded by such person
as shall be designated by the President or by the Board of Directors.

7. THE TREASURER AND ASSISTANT TREASURERS

The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements. The Treasurer shall keep and maintain the Corporation's books of
account and shall render to the President and directors an account of all of his
transactions as Treasurer and of the financial condition of the Corporation and
exhibit his books, records and accounts to the President or directors at any
time. The Treasurer shall disburse funds for capital expenditures as authorized
by the Board of Directors and in accordance with the orders of the President,
and present to the President for his attention any requests for disbursing funds
if in the judgment of the Treasurer any such request is not property authorized.
The Treasurer shall perform such other duties as may be directed by the Board of
Directors or by the President.

If required by the Board of Directors, he shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the board for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

The assistant treasurers in the order of their seniority shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer, and they shall perform such other duties as the Board
of Directors shall prescribe.

ARTICLE V - CERTIFICATES OF STOCK: TRANSFER, ETC.
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1. CERTIFICATES OF STOCK

The certificates for shares of stock of the Corporation shall be
numbered and shall be entered in the Corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
President or a vice-president and shall be sealed with the seal of the
Corporation or a facsimile thereof. If the Corporation has a transfer agent or a
registrar, other than the Corporation itself or an employee of the Corporation,
the signatures of any such officer may be facsimile. In case any officer or
officers who shall have signed or whose facsimile signature or signatures shall
have been used on any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before said certificate may nevertheless be
issued by the Corporation with the same effect as though the person or persons
who signed such certificates or whose facsimile signature or signatures shall
have been used thereon had been such officer or officers at the date of its
issuance. Certificates shall be in such form as shall in conformity to law be
prescribed from time to time by the Board of Directors. The Corporation may
appoint from time to time transfer agents and registrars, who shall perform
their duties under the supervision of the Secretary.

2. TRANSFERS 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 evidence 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 for such shares. 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 all purposes.

3. REGISTERED SHAREHOLDERS

The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not is shall have express or
other notice thereof, except as otherwise provided by law.

4. LOST CERTIFICATE

The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost. When
authorizing such issue of a new certificate or certificates, the board of
directors in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost or destroyed certificate or
certificates or his legal representatives to advertise the same in such manner
as it shall require or to give the Corporation a bond with surety and in form
satisfactory to the Corporation (which bond shall also name the Corporation's
transfer agents and registrars, if any, as obligees) in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
or other obligees with respect to the certificate alleged to have been lost or
destroyed, or to advertise and also give such bond.

ARTICLE VI - DIVIDENDS
----------------------

1. DECLARATION OF DIVIDENDS

The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and condition provided by law and its Articles of Incorporation.

ARTICLE VII - INDEMNIFICATION
-----------------------------

The Corporation shall indemnify its directors, officers and employees as
follows:

(i) Every director, officer, or employee of the Corporation shall be indemnified
by the Corporation against all expenses and liabilities, including counsel fees,
reasonable incurred by or imposed upon him in connection with any proceeding to
which he may become involved, by reason of his being or having been 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 the
Corporation, partnership, joint venture, trust or enterprise, or any settlement
thereof, whether or not he is a director, officer, employee or agent at the time
such expenses are incurred, except in such cases wherein the director, officer,
or employee is adjudged guilty of willful misfeasance or malfeasance in the
performance of his duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of Directors approves
such settlement and reimbursement as being for the best interests of the
Corporation.

(ii) The Corporation shall provide to any person who is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as director, officer, employee or agent of the
Corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law.

(iii) The Board of Directors may, in its discretion, direct the purchase of
liability insurance in furtherance of this Article VII.

ARTICLE VIII - MISCELLANEOUS
----------------------------

1. 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.

2. CHECKS

All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other authorized person or persons as
the Board of Directors may from time to time designate.

3. FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of April
and end on the 31st day of March of each year.

4. WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the Corporation under the provision of
the Articles of Incorporation or under the provisions of applicable law, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

5. AMENDMENTS

Power is hereby vested in the Board of Directors of the Corporation to
alter, amend, repeal, restate and adopt anew the Bylaws of the Corporation at
any regular or special meeting of the Board of Directors or proper consent in
lieu thereof.

I, the undersigned, Secretary of the Corporation, do hereby certify that the foregoing
is a true, complete, and accurate copy of the By-laws of IElement Corporation, duly adopted
by unanimous written consent of the Board of Directors on the 6th day of December 2006, and
I do further certify that these By-laws have not since been altered, amended, repealed, or
rescinded, and are now in full force and effect.

/s/ Ivan Zweig
--------------------------
Ivan Zweig Secretary