Bylaws of Advanced Nutraceuticals, Inc.

BYLAWS


OF


ADVANCED NUTRACEUTICALS, INC.,
a Texas corporation


ADVANCED NUTRACEUTICALS, INC.
BYLAWS


Table of Contents
-----------------


ARTICLE ONE - Capital Stock.............................................. 1


Section 1 Certificates Representing Shares........................ 1
Section 2 Shareholders of Record.................................. 1
Section 3 Transfer of Shares...................................... 1


ARTICLE TWO - Meetings of Shareholders................................... 2


Section 1 Place of Meetings....................................... 2
Section 2 Annual Meetings......................................... 2
Section 3 Special Meetings........................................ 2
Section 4 Notice of Meeting....................................... 2
Section 5 Conduct of Meetings..................................... 3
Section 6 Closing of Share Transfer Records and Record Date....... 3
Section 7 Voting List............................................. 3
Section 8 Quorum.................................................. 3
Section 9 Adjournments............................................ 3
Section 10 Proxies................................................. 4
Section 11 Voting of Shares........................................ 4
Section 12 Voting of Shares by Certain Holders..................... 4
Section 13 Inspectors of Election.................................. 5


ARTICLE THREE - Directors................................................ 5


Section 1 Number, Tenure, and Qualifications...................... 5
Section 2 Vacancies............................................... 5
Section 3 Place of Meeting........................................ 6
Section 4 Annual and Regular Meetings............................. 6
Section 5 Special Meetings........................................ 6
Section 6 Quorum.................................................. 6
Section 7 Compensation............................................ 6
Section 8 Removal................................................. 6
Section 9 Conduct of Meetings..................................... 7


ARTICLE FOUR - Officers.................................................. 7


Section 1 Officers................................................ 7
Section 2 Vacancies............................................... 7
Section 3 Removal................................................. 7
Section 4 Powers and Duties of Officers........................... 7
Section 5 Chairman of the Board................................... 8
Section 6 President............................................... 8
Section 7 Vice President.......................................... 8


-i-


ADVANCED NUTRACEUTICALS, INC.
BYLAWS


Table of Contents (Continued)
-----------------------------


Section 8 Secretary............................................... 8
Section 9 Treasurer............................................... 8
Section 10 Additional Officers and Titles.......................... 8
Section 11 Securities of Other Corporations........................ 9
Section 12 Delegation of Authority................................. 9


ARTICLE FIVE - Committees................................................ 9


Section 1 Committees of Directors................................. 9
Section 2 Other Committees........................................ 9
Section 3 Term of Office.......................................... 10
Section 4 Chairman................................................ 10
Section 5 Vacancies............................................... 10
Section 6 Quorum.................................................. 10
Section 7 Rules................................................... 10


ARTICLE SIX - Miscellaneous Provisions................................... 10


Section 1 Amendments.............................................. 10
Section 2 Waiver.................................................. 10
Section 3 Resignations............................................ 10
Section 4 Seal.................................................... 10
Section 5 Fiscal Year............................................. 11


BYLAWS
OF
ADVANCED NUTRACEUTICALS, INC.
(herein referred to as the "Corporation")


ARTICLE ONE
-----------


Capital Stock
-------------


Section 1. Certificates Representing Shares. The Corporation shall
--------- -------------------------------- deliver certificates representing shares to which shareholders are entitled in such form as shall be approved by the Board of Directors, or the Corporation may issue uncertificated shares in accordance with the requirements of the Texas Business Corporation Act. Each certificate shall bear on its face the statement that the Corporation is organized in Texas, the name of the shareholder to whom the certificate is being issued, the name of the Corporation, the number, class, and series of shares issued, and the par value or a statement that the shares are without par value. Certificates for shares of the Corporation shall be issued only when consideration for the shares has been fully paid. Such certificates shall be signed by the President or a Vice President and the Secretary or any Assistant Secretary, or such other officer or officers as may be determined by the Board of Directors, and may be sealed with the seal of the Corporation of a facsimile thereof. Where any such certificate is countersigned by a transfer agent or registered by a registrar, either of which is other than the Corporation itself or an employee of the Corporation, the signature of the authorized officer or officers may be facsimiles, engraved, or printed. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer at the date of its issuance. The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued.


Section 2. Shareholders of Record. The Board of Directors of the
--------- ---------------------- Corporation may appoint one or more transfer agents or registrars of any class of stock of the Corporation. Unless and until such appointment is made, the Secretary shall maintain, among other records, a stock transfer book, the stubs in which shall set forth the names and addresses of the holders of all issued shares of the Corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issues or from transfer. The names and addresses of shareholders as they appear on the stock transfer book shall be the official list of shareholders of record of the Corporation for all purposes. The Corporation shall be entitled to treat the holder of record of any shares of the Corporation as the owner thereof for all purposes, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or any rights deriving from such shares, on the part of any other person, including, without limitation, a purchaser, assignee, or transferee, unless and until such other person becomes the holder of record of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such other person.


Section 3. Transfer of Shares. The shares of the Corporation shall be
--------- ------------------ transferable on the stock transfer book of the Corporation by the holder of record thereof, or such holder's duly authorized attorney or legal representative, upon endorsement and surrender for cancellation of the certificates representing such shares. All certificates surrendered for transfer shall be cancelled and


no new certificate shall be issued until a former certificate or certificates for a like number of shares shall have been surrendered and cancelled, except that in the new case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefor upon such conditions for the protection of the Corporation and any transfer agent or registrar as the Board of Directors of the Secretary may prescribe. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its sole discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or such owner's 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 or certificates alleged to have been lost or destroyed.


ARTICLE TWO
-----------


Meetings of Shareholders
------------------------


Section 1. Place of Meetings. All meetings of shareholders shall be held
--------- ----------------- at such place within or without the State of Texas as may be designated by the Board of Directors or officer calling the meeting. If no designation is so made, meetings of the shareholders shall be held at the principal office of the Corporation.


Section 2. Annual Meeting. Unless otherwise determined by the Board of
--------- -------------- Directors, the annual meeting of the shareholders shall be held on the third Tuesday in the fourth month after the end of the Corporation's fiscal year for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Texas, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as convenient. Failure to hold the annual meeting at the designated time shall not work a dissolution of the Corporation.


Section 3. Special Meetings. Special meetings of the shareholders may be
--------- ---------------- called at any time by the President (or by the Chairman of the Board or the Chief Executive Officer, if such officers have been elected), the executive committee (if any exists), or the Board of Directors. Special meetings of shareholders may also be called by the Secretary upon the written request of the holders of at least ten percent of the outstanding stock entitled to be voted as such meeting. Such request shall state the purpose or purposes of such meeting. The Secretary must deliver notice of such meeting within ten days of receipt of such written request.


Section 4. Notice of Meeting. Written notice of all meetings, stating the
--------- ----------------- place, date, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the meeting, either personally or by mail, by or at the direction of the President, the 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 shareholders at such shareholder's address as it appears on the stock transfer book of the Corporation, with postage thereon prepaid. Notice for an adjourned meeting is not necessary unless the meeting is adjourned for thirty days or more, in which case, notice of the adjourned meeting shall be given as in the case of any special meeting. Any notice required to be given to any


shareholder under any provision of the Texas Business Corporation Act, the Articles of Incorporation, or these Bylaws need not be given to the shareholder if the failure to give such notice is permitted pursuant to Article 2.25 of the Texas Business Corporation Act, as amended from time to time, or any successor law applicable thereto.


Section 5. Conduct of Meetings. All meetings of shareholders shall be
--------- ------------------- presided over by the Chairman of the Board, if there shall be such an officer, or in the Chairman of the Board's absence, by the Chief Executive Officer, if there shall be such an officer, or in the Chief Executive Officer's absence, by the President, or, if the President is not present, by a chairman chosen at the meeting by the holders of a majority of the voting shares present in person or by proxy. The Secretary or, if the Secretary is not present, a person designated by the chairman, shall act as secretary of the meeting. The chairman of any meeting shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as the chairman may deem appropriate. Unless the chairman of the meeting shall otherwise determine, the precedence of, and procedure on, motions and other procedural matters at the meeting shall be governed by Robert's Rules of Order insofar as those rules are not inconsistent with law, with the Corporation's Articles of Incorporation, or with these Bylaws.


Section 6. Closing of Share Transfer Records and Record Date. The closing
--------- ------------------------------------------------- of share transfer records and record date shall be made in accordance with Article 2.26 of the Texas Business Corporation Act, as amended from time to time, or any successor law applicable thereto.


Section 7. Voting List. The officer or agent having charge of the stock
--------- ----------- transfer book ...