BY-LAWS OF

LANE DUCKS, INCORPORATED

ARTICLE I

OFFICES

Sec. 1. The principal office shall be in the City of Eugene,
State of Oregon.

Sec. 2. The corporation may have offices also at such other
places, within and without the State of Oregon, as the Board
of Directors may from time to time determine.

ARTICLE II

STOCKHOLDERS

Sec. 1. All meetings of the stockholders shall be held, either
without or within the State of Oregon, at such place as may be
fixed from time to time by the Board of Directors.

Sec. 2. Annual meetings of stockholders shall be held on the
27^th in April of each year, if not a legal holi-
day, and if a legal holiday, then on the next full business day
following at 8 pm., at which time they shall elect by a
plurality vote a board of Directors, and transact such other
business as may properly be brought before the meeting.

Sec. 3. Written notice of the annual meeting shall be given to
each stockholder entitled to vote there at least ten days before
each day of the meeting.

Sec. 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before
every election of directors, a complete list of the stockholders
entitled to vote at said election, arranged in alphabetical
order with the residence of and the number of voting shares
held by each. Such list shall be open for ten days to the
examination of any stockholder sat the place where said election
is to be held and shall be produced and kept at the time and
place of election during the whole time thereof, and subject
to the inspection of any stockholder who may be present.

Sec. 5. For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any
adjournment thereof the stock transfer books shall be closed
for a period of ten days immediately preceding any such meeting.

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Sec. 6. Special meetings of the stockholders may be called by
the President and shall be called by the President or Secretary
by resolution of the Board of Directors, or at the request in
writing of stockholders owning 25% in amount of the entire
capital stock of the corporation issued and outstanding and
entitled to vote. Such resolution if made by the Board of
Directors, or request if made by the stockholders shall state
the purpose or purposes of the proposed meeting.

Sec. 7. Notice of a special meeting of stockholders shall be
in writing, delivered personally or by mail, and shall state
the time, place and purpose of the special meeting, and shall be
given or delivered to each stockholder entitled to vote thereat,
at least seven days before the date fixed for the meeting.

Sec. 8. Business transacted at any special meeting of stock-
holders shall be limited to the purposes stated in the notice.

Sec. 9. The holders of a majority of the stock issued and out-
standing 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 herein or by statute. If, however, such
quorum shall be not present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to
adjourn the meeting from 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.’

Sec. 10. When a quorum is present 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 decide any question
brought before such meeting, unless the question is one upon
which by express provision of the statutes or of the certificate
of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of
such question.

Sec. ll. Each stockholder shall at every meeting of the stock-
holders be entitled to one vote in person or by proxy for each
share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after six months
from its date, unless the proxy provides for a longer period.

Sec. 12. The holders of a majority of the outstanding shares
of stock entitled to vote may at any time pre-emptorily termi-
nate the term of office of all or any of the directors by vote
at a special stockholders meeting called for such purpose. Such
removal shall be effective immediately and any such vacancy may

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be filled by the affirmative vote of a majority of the re-
maining Directors though less than a quorum of the Board of
Directors,

ARTICLE III

DIRECTORS

Sec. 1. The number of Directors which shall constitute the
whole board shall not be less than three (3) nor more than
five (5). The first board shall consist of at least three (3)
directors, Thereafter, within the limits above specified, the
number of directors shall be determined by the stockholders at
the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold
office until his successor is elected, Directors need not be
stockholders or residents of the State of Oregon.

Sec. 2. Vacancies shall be filled by a majority of the directors
then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until
their successors are duly elected, unless sooner displaced. Any
directorship to be filled by reason of an increase in the number
of directors shall be filled by election at an annual meeting or
at a special meeting of the stockholders called for that purpose.

Sec. 3. 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 these by-laws directed or required to be exercised
or done by the stockholders.

Sec. 4. The Board of Directors of the corporation may hold meet-
ings, both regular and special, either within or without the
State of Oregon.

Sec. 5. The first meeting of each newly elected Board of Direc-
tors shall be held immediately following the adjournment of the
meeting of stockholders and at the place thereof. No notice of
such meeting shall be necessary to the directors in order legally
to constitute the meeting, provided a quorum shall be present.
In the event such meeting is not so held, the meeting may be held
at such time and place as shall be specified in a notice given
as hereinafter provided for special meetings of the Board of
Directors.

Sec. 6. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time
to time be determined by the Board of Directors and said meetings
may be within or without the State of Oregon.

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Sec. 7. Special meetings of the Board of Directors may be
called by the President and shall be called by the Secretary
on the written request of two directors. Notice of special
meetings of the Board of Directors shall be given to each di-
rector at least seven days before the meeting if by mail or if
in person or by telephone or telegraph at least 24 hours before
the meeting. The notice need not specify the business to be
transacted.

Sec. 8. At all meetings of the Board of Directors, a majority
of the directors at the time in office shall constitute a quorum
for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors.

Sec. 9. For the purposes of determining stockholders entitled to
receive payment of any dividends by resolution of the Board of
Directors, the date of which the resolution of the Board of Di-
rectors declare such dividend is adopted, shall be the record
dated for such determination of stockholders.

Sec. 10. The Board of Directors may, by resolution adopted by
a majority of the directors as herein provided, designate an
executive committee to consist of not less than two directors,
to exercise such authority on their behalf, on such terms and
conditions as may be provided by such resolution.

ARTICLE IV

NOTICES

Sec. 1. Notices to directors and stockholders mailed to them
at their address appearing on the books of the corporation shall
be deemed to be given at the time when mailed.

Sec. 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorpora-
tion of these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Sec. 1. The officers of the corporation shall be chosen by the
Board of Directors and shall be a President, a Vice President,
a Secretary and a Treasurer. The Board of Directors may also
choose additional vice Presidents, and one or more Assistant
Secretaries and Assistant Treasurers. Two or more officers may
be held by the same person, except the offices of President and
Secretary.

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Sec. 2. The Board of Directors, at its first meeting after
each annual meeting of stockholders, shall choose its officers
as provided in Sec. 1, hereof, from the members of the board,
provided however, that the office of Secretary and Treasurer
together with assistants thereof, need not be members of the
Board of Directors.

Sec. 3. The salaries of all officers of the corporation shall
be fixed by the Board of Directors.

Sec. 4. The officers of the corporation shall hold office at
the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of Directors may be removed at any time
by the Board of Directors. Any vacancy occurring in any office
of the corporation by death, resignation, removal or otherwise
shall be filled by the Board of Directors,

Sec. 5. THE PRESIDENT shall be the chief executive officer of
the corporation, shall preside at all meetings of the stock-
holders and the Board of Directors, shall have general and active
management of the business of the corporation and shall see that
all orders and resolutions of the Board of Directors are carried
into effect. He shall execute on behalf of the corporation and
may affix or cause the seal to he affixed to all instruments re-
quiring such execution except to the extent the signing and
execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.

Sec. 6. THE VICE PRESIDENTS shall act under the direction of the
President and in the order of their seniority, unless otherwise
determined by the Board of Directors, and in the absence or dis-
ability of the President, shall perform the duties and exercise
the powers of the President. They shall perform such other
duties and have such other powers as the President or the Board
of Directors may from time to time prescribe.

Sec. 7. THE SECRETARY shall attend all meetings of the Board of
Directors and all meetings of the corporation and of the Board
of Directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required,
He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the
President of the Board of Directors. He shall keep in safe
custody the seal of the corporation and, when authorized by the
President or the Board of Directors, cause it to be affixed to
any instrument requiring it and, when so affixed it shall be
attested by his signature or by the signature of the Treasurer
or any Assistant Secretary or an Assistant Treasurer.

Sec. 8. THE ASSISTANT SECRETARIES in order of their seniority
unless otherwise determined by the President or the Board of

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Directors, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of Secretary. They
shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time
prescribe.

Sec. 9. 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 corpo-
ration and shall deposit all moneys and other valuable effects
in the name and to the credit of the corporation in such depos-
itories as may be designated by the Board of Directors. He shall
disburse the funds of the corporation as may be ordered by the
President or the Board of Directors, taking proper vouchers for
the disbursements and shall render to the President and the
Board of Directors, at its regular meetings, or when the Board
of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the corporation.

Sec. 10. THE ASSISTANT TREASURERS in the order of their seniority
unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer.
They shall perform such other duties and have such other powers
as the President or the Board of Directors may from time to time
prescribe.

ARTICLE IV

CERTIFICATES OF STOCK

Sec. 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by or in the name of
the corporation by the President or a Vice President and the
Secretary or an Assistant Secretary of the corporation, certify-
ing the number of shares owned by him in the corporation. If
the corporation shall be authorized to issue more than one class
of stock, the designations, preferences and relative, partici-
pating optional or other special rights of each class and the
qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the
face or back of the certificates.

Sec. 2. The Board of Directors may direct a new certificate or
certificates to be 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 of stock to be lost or
destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and
as a condition precenent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or

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his legal representative to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate
alleged to have been lost or destroyed.

Sec. 3. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly en-
dorsed or accompanied by proper evidence of succession, assign-
ment or authority to transfer, it shall be the duty of the corpo-
ration to issue a certificate to the person entitled thereto,
cancel the old certificate and record the transaction in its
books.

ARTICLE VII

MISCELLANEOUS

Sec. 1. All checks or demands for money and notes of the corpo-
ration shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to
time designate.

Sec. 2. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

Sec. 3. The corporate seal of this corporation shall consist of
two concentric circles, between which shall be the name of the
corporation and the word "Oregon" and in the center of the inner
circle of which, shall be inscribed the words "Corporate Seal"
and such seal as is impressed on the margin hereof shall be the
seal of the corporation.

ARTICLE VIII

CONTRACTS, LOANS AND DEPOSITS

Sec. 1. Contracts. The Board of Directors may authorize the
President and Secretary or other officer to enter into any con-
tract or execute and deliver any instrument in the name and on
behalf of the corporation, and such authority may be general or
confined to specific instances.

Sec. 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of Di-
rectors, Such authority may be general or confined to specific
instances.

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Sec. 3. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of
the corporation in such banks, trust companies, or other depos-
itories as the Board of Directors may select.

ARTICLE IX

AMENDMENTS

Sec. 1. The By-Laws of the corporation may be amended, added to
or repealed by vote of not less than one hundred percent of the
issued and outstanding stock of this corporation, at any meeting
of the stockholders, provided notice of the proposed change is
given in notice of the meeting, or notice thereof is waived in
writing.

I,____________________________, the duly elected Sec-
retary of LANE DUCKS, INC., do hereby certify that the preceding
seven (7) pages excluding this page and which preceding seven
(7) pages are initialed in the lower right-hand corner, constitute
all of the by-laws of LANE DUCKS, INC., an Oregon corporation.

DATED this ___ day of ________, 19.

____________________________

Secretary