Article I – Offices

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may from time to time, determine.

Article II – Meeting of Shareholders

Section 1 – Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within six (6) months after the close of the fiscal year of the corporation, for the purpose of electing directors and transacting such other business as may properly come before the meeting. Fiscal year shall end on 7-31-07

Section 2 – Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the Chairman of the board, and shall be called by the Chairman of the board or the Secretary of the board at the written request of the holders of ten percent (10%) of the shares then outstanding and entitled to vote there at, or as otherwise required under the provisions of the business corporation act.

Section 3 – Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings. Being mindful of the nature of the members, shareholders and directors occupations and their presence at various locations throughout the world meetings also may be properly held by telephone conference call or by email, whichever forum may be best suitable for the situation.

Section 4 – Notice of Meetings:

Except as otherwise provided by the statue, written notice of each meeting of shareholders, whether annual or special, stating the time, when and place where it to be held, shall be served wither personally or by mail or by e-mail, not less than ten (10) or more than fifty (50) days before the meeting, (except in the case of a special meeting, notice shall be given at least 24 hours before the proposed special meeting if said special meeting is to be held by telephone or by e-mail) upon each shareholder of the record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction or, the person or persons calling the meeting. If mailed or e-mailed, such notice shall be directed to each such shareholder at his or her address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him or her to be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any share holder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statue. Notice of any meetings may be waived by any shareholders desiring to do so.

Section 5 – Quroum:

Except as otherwise provided herein, or by statue, or in the certificate of incorporation, at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record the majority of the total number of shares of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record the majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, or at least 5 members of the Board of Directors or shareholders shall be necessary and sufficient after the commencement of the meeting shall have no effect on the existence of a quorum after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present.

Section 6 – Voting:

• Except as otherwise provided by statue or by the certificate of incorporation, any corporate action, other than election of directors, to be taken by vote of the shareholders, shall be authorized by a majority of votes cast a meeting of shareholders by the holders of shares entitled to vote thereon.
• Except as otherwise provided by statue or by the certificate of incorporation, at each meeting of shareholders, each interest holder of record of this Corporation entitled to vote there at, shall be entitled to one (1) vote.
• Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy ; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing the shareholder himself, or by his attorney-in-fact there unto duly authorized in writing. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.
• Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted into the minute book of the Corporation under its proper date.

Article III – Board of Directors.

Section 1 – Number, Election and Term of Office:

• The number of directors of the Corporation shall be sixteen (16) unless and until other determined by vote of a majority of the entire Board of Directors. The number of directors shall not be less than, five (5).
• Except as may otherwise be provided herein or in the certificate of incorporation the members of the Board of Directors of the corporation, who need not be shareholders, shall be elected by the majority of the votes cast at a meeting of shareholders, by the holders of shares, present in person or by proxy, entitled to vote in the election.
• Each Director shall hold office for staggered terms of 2 years and 4 years, as set forth in the articles of incorporation, and shall serve until the next annual meeting of the shareholders after which his or her term has expired, or next succeeding his or her election and until his or her successor is elected and qualified, or until his or her prior death, resignation or removal.

Section 2 – Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the certificate of incorporation or by statue expressly conferred upon or reserved to the shareholders.

Section 3 – Annual and Regular Meetings; Notice:

• A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders, at the place of such annual meeting of shareholders.
• The Board of Directors, from time to time, may provide by resolution for the holding of the other regular meetings of the Board of Directors, and may fix the time and place thereof.
• Notice of any regular meeting of the Board of Directors shall not be required to be given, and, if need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 – Special Meetings, Notice:

• Special meetings of the Board of Directors shall be held whenever called by the Chairman of the board or by four (4) of the Directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.
• Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given, and all such notices shall be given at least one (1) day before the day on which the meeting is to be held, and can be sent to him or her and such place by telegram, radio or cable, telephone, or e-mail or shall be delivered to him or her personally or given to him or her orally.

Section 5 – Chairman:

At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Board of Directors shall preside. Should the majority of those attending the meeting of the Board of Directors desire, and if he be present, the attorney for the corporation can and shall preside.

Section 6 – Quorum and Adjournments:

• At all meetings of the Board of Directors, the presence of a majority of the entire Board, or the presence of at least five (5) directors shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the certificate of incorporation, or by these By-Laws.

Section 7 – Manner of Acting:

• At all meetings of the Board of Directors, each director present shall have one (1) vote, irrespective of the number of shares of stock, if any, which he or she may hold.

Section 8 – Vacancies:

Any vacancy in the Board of Directors occurring by reason or an increase in the number of directors, or by reason of the death, resignation , disqualification, removal ( unless a vacancy created by the removal of a director by the shareholders, which vacancy shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise shall be filled for unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that  purpose.

Section 9 – Resignation:

Any director may resign at any time by giving written notice to Board of Directors, the President or the Secretary of the Corporation.

Section 10 – Removal:

Any director may be removed with or without cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of the Corporation at a meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11 – Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; Provided, however, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 12 – Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they may deem desirable, each consisting of three or more members, with such powers and authority as may be provided by such resolution. Each such committee shall serve at the pleasure of the Board.

Article IV – Officers

Section 1 – Numbers, Qualifications, Election and Term of Office:

• The business of the corporation shall be conducted on a daily basis by the officers or managers of the corporation. The officers of the Corporation shall consist of a President, Vice President, Secretary and a Treasurer, or in the alternative, the board of directors may choose to appoint three (3) managers, and such other officers, including a Chairman of the Board of Directors, and as the Board of Directors may from time to time deem advisable. There may be on or more Vice Presidents appointed if deemed necessary and advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.
• The officers and/or managers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.
• Each officer and/or manager shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.

Section 2 – Resignation:

Any officer and\or manager may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation.

Section 3 – Removal:

Any officer and\or manager may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time.

Section 4 – Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors.

Section 5 – Duties of Officers:

Officers and\ or managers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-Laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the Chief Executive Officer of the Corporation.

Section 6 – Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon faithful performance of his or her duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his or her hands.

Article V – Shares of Stock

• The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal.
• RMCOF, Inc. is a nonprofit corporation and consists of members and as such may or may not issue actual stock certificates.

Section 2 – Lost or Destroyed Certificate:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss of destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his or legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on the account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 – Transfers of Shares:

• Transfers of shares of the Corporation shall be only with the permission of the board of directors of the corporation.
• The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice there, of except as otherwise expressly provided by law.

Section 4 – Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of  shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled toreceive payment of any dividends, for allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination fo shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as a provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

Article VI- Dividends

No dividends will be paid.

Article VII – Fiscal Year

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time subject to applicable law.

Article VIII – Corporate Seal

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

Article IX – Amendments

Section 1 – By Shareholder:

All By-Laws of the Corporation shall be subject to alteration or repeal, and new By-Laws may be made, by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares entitled to vote in the election of directors at any annual or special meeting or special meeting of shareholders, provided at any annual or special meeting of shareholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.

Section 2 – By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, By-Laws of the Corporation; Provided, however, that the shareholders entitled to vote with respect thereto as in this article IX above-provided may alter, amend or repeal By-Laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the By-Laws with respect to the removal of directors or filling of vacancies in the Board resulting from the removal by the shareholders.  If any By-Law regulating an impending election of directors is adopted , amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the By-Law so adopted, amended or repealed, together with a concise statement of the changes made.

Article X – Indemnity

• Any person made a party to any action, suit or proceeding, by reason of the fact that he or she, his or her testator or intestate representative is or was a director, officer or employee of the Corporation in which he or she served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of his or her duties.
• The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provision s of this section.
• The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant.