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BY LAWS

MESA RESORT DEVELOPMENT CORPORATION

A TEXAS CORPORATION

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ARTICLE I

IDENTIFICATION …………………………………………………………………………… 5

Section 1.01 NAME……………………………………………………… …………… 5

Section 1.02 DESIGNATED OFFICE AND LOCATION……………… …………… 5

Section 1.03 REGISTERED OFFICE…………………………………… …………… 5

Section 1.04 FISCAL YEAR………………………………………………………….. 5

ARTICLE II

SHAREHOLDERS ……………………………………………………………... …………… 5

Section 2.01 PLACE OF MEETINGS…………………………………........................ 5

Section 2.02 ANNUAL MEETING……………………………………....................... 5

Section 2.03 SPECIAL MEETINGS………………………………………………….. 5

Section 2.04 NOTICE OF MEETINGS……………………………………………….. 5

Section 2.05 WAIVER OF NOTICE………………………………………………….. 6

Section 2.06 CLOSING OF TRANSFER BOOKS OR FIXING OF

RECORD DATE…………………………………………… …………… 6

Section 2.07 SHAREHOLDER LIST…………………………………………………. 6

Section 2.08 QUORUM OF SHAREHOLDERS AND VOTING REQUIREMENTS. 6

Section 2.09 VOTING OF SHARES…………………………………………………. 7

Section 2.10 PROXIES……………………………………………………………….. 7

Section 2.11 VOTING OF CERTAIN SHARES AND ACCEPTANCE OF VOTES.. 7

Section 2.12 ADJOURNMENTS……………………………………………………... 7

Section 2.13 ACTION WITHOUT A MEETING……………………………………. 8

Section 2.14 SHAREHOLDERS RIGHTS TO INSPECT CORPORATE RECORDS. 8

Section 2.15 VOTING FOR DIRECTORS…………………………………………… 8

Section 2.16 DISSENTERS RIGHTS………………………………………………… 8

ARTICLE III

THE BOARD OF DIRECTORS……………………………………………………………… 9

Section 3.01 EXERCISE OF CORPORATE POWER....…………..…………...…..... 9

Section 3.02 NUMBER AND QUALIFIACTIONS………………………………….. 9

Section 3.03 TERM…………………………………………………………………… 9

Section 3.04 ELECTIONS…………………………………………………………….. 9

Section 3.05 VACANCIES……………………………………………………………. 9

Section 3.06 RESIGNATION…………………………………………………………. 9

Section 3.07 PLACE OF MEETINGS………………………………………………… 9

Section 3.08 ANNUAL MEETINGS…………………………………………………. 9

Section 3.09 SPECIAL MEETINGS………………………………………………….. 10

Section 3.10 MEETINGS BY TELEPHONE CONFERENCE CALL……………….. 10

Section 3.11 NOTICE…………………………………………………………………. 10

Section 3.12 QUORUM & MANNER OF ACTING…………………………………. 10

Section 3.13 DIRECTOR ACTION WITHOUT A MEETING………………………. 10

Section 3.14 REMOVAL OF DIRECTORS………………………………………….. 11

Section 3:15 LOANS TO EMPLOYEES …………………………………………….. 11

Section 3.16 FEES AND COMPENSATION………………………………………… 11

Section 3.17 PRESUMPTION OF ASSENT………………………………………….. 11

Section 3.18 DIRECTOR COMMITTEES……………………………………………. 11

Section 3.19 CHAIRMAN…………………………………………………………….. 12

Section 3.20 RELATED PARTY TRANSACTIONS…………………………………. 12

Section 3:31 CONFLICTS OF INTEREST …………………………………………… 12

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ARTICLE IV

OFFICERS……………………………………………………………………………………… 13

Section 4.01 OFFICERS………………………………………………………………. 13

Section 4.02 APPOINTMENT AND TERM OF OFFICE……………………………. 13

Section 4.03 REMOVAL AND VACANCIES………………………………………..

Section 4.04 CHIEF EXECUTIVE OFFICER………………………………………… 13

Section 4.05 THE PRESIDENT……………………………………………………….. 13

Section 4.06 THE VICE PRESIDENT………………………………………………… 14

Section 4.07 THE SECRETARY………………………………………………………. 14

Section 4.08 THE TREASURER………………………………………………………. 14

Section 4.09 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS……. 15

Section 4.10 SALARIES………………………………………………………………. 15

Section 4.11 TRANSFER OF AUTHORITY………………………………………….. 15

Section 4.12 RESIGNATION………………………………………………………….. 15

Section 4.13 SURETIES AND BONDS……………………………………………….. 15

ARTICLE V

LIABILITY AND INDEMNIFICATION…………………………………………………….. 15

Section 5.01 LIABILITY OF DIRECTORS…………………………………………... 16

Section 5:02 INDEMNIFICATION OF DIRECTORS………………………………... 16

Section 5:03 ADVANCE EXPENSES FOR DIRECTORS…………………………… 16

Section 5:03 INDEMNIFICATION OF OFFICERS, AGENTS, AND EMPLOYEES

WHO ARE NOT DIRECTORS………………………………………….. 16

ARTIVLE VI

SHARES, CERTIFICATE OF SHARES AND THEIR TRANSFER………………………. 16

Section 6:01 CONSIDERATION FOR SHARES……………………………………… 16

Section 6:02 PAYMENT FOR SHARES………………………………………………. 16

Section 6:03 CERTIFICATES REPRESENTING SHARES…………………………... 17

Section 6:04 LEGEND AS TO CLASS OR SERIES…………………………………... 17

Section 6:05 TRANSFER RECORDS………………………………………………….. 17

Section 6:06 TRANFER OF STOCK…………………………………………………... 18

Section 6:07 LOST, STOLEN, OR DESTROYED CERTIFICATES…………………. 18

Section 6:08 HOLDER…………………………………………………………………. 18

Section 6:09 SHARES WITHOUT CERTIFICATES…………………………………. 18

Section 6:10 RESTRICTIOINS ON TRANSFER OF SHARES PERMITTED……….. 18

Section 6:11 ACQUISITION OF SHARES……………………………………………. 19

Section 6:12 LEGEND REGARDING SHAREHOLDER AGREEMENT…………….. 19

ARTICLE VII

DISTRIBUTIONS……………………………………………………………………………….. 19

Section 7:01 DISTRIBUTIONS………………………………………………………… 19

ARTICLE VIII

CORPORATE SEAL……………………………………………………………………………. 19

Section 8:01 SEAL……………………………………………………………………… 19

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ARTICLE IX

AMENDMENTS………………………………………………………………………………… 19

Section 9:01 AMENDMENTS…………………………………………………………. 19

Section 9:02 BY-LAW PROVISIONS ADDITIONAL AND SUPPLEMENTAL

TO PROVISIONS OF LAW……………………………………………… 19

Section 9:03 BY LAW PROVISIONS CONTRARY TO OR INCONSISTENT WITH

PROVISIONS OF LAW…………………………………………………. 19

ARTICLE X

BOOKS AND RECORDS……………………………………………………………………… 20

Section 10:01 BOOKS AND RECORDS……………………………………………….. 20

Section 10:02 ……………………………………………………………………………. 20

ARTICLE XI

VOTING TRUST AGREEMENTS……………………………………………………………. 20

Section 11:01 VOTING TRUST AGREEMENTS………………………………………

2016

ARTICLE XII

SPECIAL CORPORATE ACTS………………………………………………………………. 20

Section 12:01 NEGOTIABLE INSTRUMENTS, DEEDS AND CONTRACTS………. 20

Section 12:02 SHARES OF OTHER CORPORATIONS……………………………….. 20

Section 12:03 DEPOSITS………………………………………………………………... 21

Section 12:04 WAIVER OF NOTICE…………………………………………………… 21

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BY-LAWS

MESA RESORT DEVELOPMENT CORPORATION

ARTICLE I

IDENTIFICATION

Section 1.01 NAME.

The name of the corporation is MESA

RESORT DEVELOPMENT CORPORATION.

Section 1.02 DESIGNATED OFFICE AND LOCATION. The

designated office of the Corporation is 3226 West Benders Landing

Blvd, Spring, Texas 77386-1890 USA. The Corporation may have such

other offices, either within or without the State of Texas, as the

Board of Directors may designate or as the business of the

Corporation may require from time to time.

Section 1.03 REGISTERED OFFICE. The registered office of

the Corporation shall be located within the State of Texas and may

be, but need not be, identical with the designated office. The

address of the registered office may be changed from time to time.

Section 1.04 FISCAL YEAR. The fiscal year end of the

corporation shall be the end of the calendar year December 31

as set by the Board of Directors.

ARTICLE II

SHAREHOLDERS

Section 2.01 PLACE OF MEETINGS.

All meetings of the

Shareholders, annual or special, however called, shall be held at

the designated office of the Corporation unless the President or

Board of Directors designates another place. The President or the

Board of Directors may designate any place for any meeting, either

within or without the state of the designated office. .

Section 2.02 ANNUAL MEETING.

The annual meeting of the

Shareholders shall be held on the last Friday in June of each year,

if this day is not a holiday, and if a holiday, then on the first

following day that is not a legal holiday or at such other time on

such other day within such month as shall be fixed by the Board of

Directors for the purpose of electing Directors and for the

transaction of such other business as may come before the meeting.

Failure to hold the annual meeting at the designated time shall not

work a forfeiture or dissolution of the Corporation or invalidate

corporate action.

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Section 2.03 SPECIAL MEETINGS. Special meetings of the

Shareholders for any purpose or purposes may be called by the

President, the Board of Directors, or by the president at the

request of Shareholders holding not less than one-tenth of all

outstanding votes of the Corporation entitled to be cast at the

meeting on any issue.

Section 2.04 NOTICE OF MEETINGS. When required, written

notice stating the place, day, and hour of the meeting and, in case

of special meeting, the purpose or purposes for which the meeting

is called, shall be delivered not less than three (3) nor more than

fifty (50) days before the date of the meeting, either personally,

by mail, receipted express mail or confirmed facsimile, by or at

the direction of the President, or the Board of Directors to each

registered holder of record entitled to vote at such meeting. If

mailed, such notice shall be deemed to be effective at the earlier

of (1) three (3) days after deposit in the United Sates mail, if

mailed postpaid and correctly address to the address shown in the

corporation’s current record of Shareholders, (2) on the date shown

on the return receipt if sent by registered or certified or express

mail or confirmed facsimile.

Section 2.05 WAIVER OF NOTICE. Any Shareholder may waive

notice of any meeting of Shareholders, (however called or noticed)

by signing a written waiver of notice of consent to the holding of

such meeting, or an approval of the minutes thereof. Attendance at

a meeting, in person or by proxy, shall constitute waiver of all

defects of call, notice or consideration of a particular matter

regardless of whether a waiver, consent or approval is signed or

any objections are made unless the Shareholder at the beginning of

the meeting objects to the holding of the meeting or objects to

considering the matter when it is presented. All such waivers,

consents or approvals shall be made a part of the minutes of the

meeting.

Section 2.06 CLOSING OF TRANSFER BOOKS OR FIXING OF 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 Shareholders entitled to receive payment of

any dividend, or in order to make a determination of Shareholders

for any purpose, the Board of Directors of the Corporation may

provide that the stock transfer books shall be closed for a stated

period of at least three (3) but not to exceed, in any case fifty

(50) days.

Section 2.07 SHAREHOLDER LIST. A shareholder list must be

arranged by voting group and within each voting group by class or

series of shares. The Shareholder list must be available for

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inspection by any Shareholder, beginning two business days after

notice of the meeting is given for which the list was prepared and

continuing through the meeting. Failure to comply with the

requirements of this section shall not affect the validity of any

action taken at such meeting. The list shall be available at the

corporation’s designated office or at a place identified in the

meeting notice in the city where the meeting is to be held. A

Shareholder, his agent, or attorney is entitled on written demand

to inspect and, subject to the requirements of #2.14 of Article II,

to copy the list during regular business hours and at his expense,

during the period it is available for inspection, the corporation

shall maintain the Shareholder list in written form or in another

form capable of conversion into written form within a reasonable

time.

Section 2.08 QUORUM OF SHAREHOLDERS AND VOTING REQUIREMENTS.

A majority of the shares entitled to vote, represented in person or

by proxy, shall constitute a quorum at a meeting of Shareholders.

If a quorum is present, except for election of Directors which

shall be by plurality, the affirmative vote of the majority of the

shares represented at the meeting and entitled to vote on the

subject shall be the act of the Shareholders, unless the vote of a

greater number or voting by voting groups is required by the laws

of this state or the Articles of Incorporation or these By-Laws.

The Shareholders present at a duly called or held meeting at which

a quorum is present may continue to do business until adjournment.

Section 2.09 VOTING OF SHARES. Each outstanding share

entitled to vote shall be entitled to one vote upon each matter

submitted to a vote at a meeting of Shareholders, except to the

extent that the voting rights of the shares of any voting group or

groups are limited or denied by the Articles of Incorporation or

state law.

2.09.1

The Shareholders, but only if specifically

authorized to do so by the Articles of

Incorporation, may adopt, amend, or delete a

By-law which fixes a “supermajority” quorum or

“supermajority” voting requirement.

2.09.2

The adoption or amendment of a By-law that

adds, changes or deletes a “supermajority”

quorum or voting requirement for Shareholders

must meet the same quorum requirement and be

adopted by the same vote and voting groups

required to take action under the quorum and

voting requirement then in effect or proposed

to be adopted, whichever is greater.

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2.09.3

A By-law that fixes a supermajority quorum or

voting requirement for Shareholders may not be

adopted amended, or repealed by the Board of

Directors.

Section 2.10 PROXIES. A Shareholder may vote either in

person, or by proxy executed in writing by the Shareholder or by

his duly authorized attorney in fact. Such proxy shall be filed

with the secretary of the Corporation or other person authorized to

tabulate votes before or at the time of the meeting. No proxy

shall be valid after eleven months from the date of its execution,

unless the proxy specifically provides otherwise. Any Shareholder

giving a written consent or his transferee or personal

representative, or their respective proxies, may revoke the same

prior to the time that written consents of the number of shares

required to authorize the proposed action have been filed with the

Secretary of the Corporation, but may not do so thereafter.

Section 2.11. VOTING OF CERTAIN SHARES AND ACCEPTANCE OF

VOTES. Shares standing in the name of another corporation may be

voted by such officer, agent or proxy as the By-Laws of such

corporation may prescribe or in the absence of such proxies, as the

Board of Directors of such other corporation may determine.

Section 2.12 ADJOURNMENTS. Any Shareholders’ meeting,

whether or not a quorum is present, may be adjourned from time to

time by the vote of a majority of the shares, the holders of which

are either present in person or represented by proxy thereat, but,

in the absence of a quorum no other business may be transacted at

such meeting. When a meeting is adjourned for thirty days or more,

notice of the adjourned meeting shall be given as in the case of an

original special meeting. Save as aforesaid, it shall not be

necessary to give any notice of the time and place of the adjourned

meeting or of the business to be transacted other than by

announcement at the meeting at which such adjournment is taken.

Section 2.13 ACTION WITHOUT A MEETING. Any action which may

be taken at any annual or special meeting of Shareholders may be

taken without a meeting and without prior notice, if one or more

consents in writing, setting forth the action so taken, shall be

signed by the holders of outstanding shares having not less than

the minimum number of votes that would be necessary to authorize or

take the action at a meeting which all shares entitled to vote

thereon were present and voted. Unless the written consents of all

Shareholders entitled to vote have been obtained, notice of any

Shareholder approval without a meeting shall be given at least ten

days before the consummation of the authorized by the approval to

those Shareholders as required by the Texas Business Corporation

Act. Action taken under this section has the same effect as action

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taken at a meeting of Shareholders and may be so described in any

document.

Section 2.14 SHAREHOLDER’S RIGHTS TO INSPECT CORPORATE

RECORDS.

(a) Inspection Rights of Records Required at Designated

Office. If a Shareholder or Director shall give the

corporation written notice of his demand at least one

business day before the date on which he wishes to

inspect and copy, a Shareholder (or his agent or

attorney) has the right to inspect and copy, during

regular business hours any of the following records, all

of which the corporation is required to keep at its

designated office:

Its articles or restated Articles of Incorporation and

all amendments to them currently in effect; its By-Laws

or restated By-Laws and all amendments to them currently

in effect; resolutions adopted by its Board of Directors

creating one or more classes or series of shares, and

fixing their relative rights, preferences, and

limitations, if shares issued pursuant to those

resolutions are outstanding; the minutes of all

Shareholders’ meetings, and records of all action taken

by Shareholders without a meeting, for the past three

years; written communications to Shareholders generally

within the past three years, including the financial

statement furnished for the past three years to the

Shareholders; a list of the names and business addresses

of its current Directors and officers; its most recent

annual report to the Secretary of State; and other

records as provided by State law.

(b) Copy Costs.

The right to copy records includes, if

reasonable, the right to receive copies made by

photographic, xerographic, or other means. The

corporation may impose a reasonable charge, covering the

costs of labor and material, for copies of any documents

provided to the Shareholder. Cost of copies shall not

exceed $.10 per page.

Section 2.15. VOTING FOR DIRECTORS. Unless otherwise

provided in the Articles of Incorporation, Directors are elected by

a plurality of the votes cast by the shares entitled to vote in the

election at a meeting at which a quorum is present.

Section 2.16. DISSENTERS RITGHTS. Each Shareholder shall

have the right to dissent from any act or proceeding and obtain

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payment for his shares when so authorized by the Texas Business

Corporation Act, Articles of Incorporation, these By-Laws, or in a

resolution of the Board of Directors.

ARTICLE III

THE BOARD OF DIRECTORS

Section 3.01 EXERCISE OF CORPORATE POWER. The business and

affairs of the Corporation shall be managed by the Board of

Directors. 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 Articles of Incorporation or by statute

expressly conferred upon or reserved to the Shareholders.

Section 3.02 NUMBER AND QUALIFICATIONS. The Corporation

shall be managed by a Board of not less than two Directors, nor

more than seven Directors. The number of directors may be changed

from time to time by amendment of this section. Directors must be

holders of at least one share of the corporation.

Section 3.03 TERM. The term of each director shall begin

immediately on his or her election and shall continue until the

next annual meeting of the Shareholders or until removed. Each

Director shall hold office for the term for which he is elected and

until his successor shall have been elected and qualified. If his

term expires he shall continue to serve until his successor shall

have been elected and qualified or until there is a decrease in the

number of Directors.

Section 3.04 ELECTIONS. At each annual meeting the

Shareholders shall elect Directors, provided that if for any reason

said annual meeting or an adjournment thereof is not held or the

Directors are not elected thereat, then the Directors may be

elected at any special meeting of the Shareholders called and held

for that purpose.

Section 3.05 VACANCIES. A vacancy or vacancies in the Board

of Directors shall exist in case of the death, resignation or

removal of any Director, or if the authorized number of Directors

is increased, or if the Shareholders fail, at any annual or special

meeting or special meeting at which any Director is elected, to

elect the full authorized number of Directors to be voted for at

the meeting. Also, the Board of Directors may declare vacant the

office of a Director if he is found to be of unsound mind by an

order of a court of competent jurisdiction or convicted of a felony

or misdemeanor involving moral turpitude or if, within sixty (60)

days after notice of his election, he does not accept the office

either in writing or by attending a meeting of the Board of

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Directors. Any vacancy occurring in the Board of Directors may be

filled by the affirmative vote of a majority of the remaining

Directors through less than a quorum of the Board of Directors. A

director elected to fill a vacancy shall be elected for the

unexpired term of the predecessor in office and until his or her

successor is elected and qualifies.

Section 3.06 RESIGNATION. Any Director may resign at any

time by giving written notice of the Corporation through the

President or the Registered Agent. Unless otherwise specified in

such written notice, such resignation shall take effect upon

receipt thereof by the Corporation and the acceptance of such

resignation shall not be necessary to make it effective.

Section 3.07 PLACE OF MEETINGS. Meetings of the Board of

Directors, annual, regular, or special, may be held either within

or without this state.

Section 3.08. ANNUAL MEETINGS. The Board of Directors shall

meet each year immediately after the annual meeting of the

Shareholders, at the same place as the annual meeting of the

Shareholders, for the purpose of organization, election of

officers, and consideration of any other business that may properly

be brought before the meeting. No notice of any kind to either old

or new members of the Board of Directors for this annual meeting

shall be necessary other than this By-law. The Board of Directors

may provide, by resolution, the time and place for the holding of

additional regular meetings without other notice than such

resolution. If notice is given, such notice need not specify the

purpose of the meeting.

Section 3.09. SPECIAL MEETINGS. Special meetings of the

Board of Directors may be called by or at the request of the

Chairman or any two Directors. The person or persons authorized to

call special meetings of the Board of Directors may fix any place

either within or without the State of Texas, as the place for

holding any special meeting of the Board of Directors called by

them.

Section 3.10. MEETINGS BY TELEPHONE CONFERENCE CALL. Members

of the Board of Directors may participate in a meeting of the Board

of Directors or a committee of the Board of Directors by means of

conference telephone or similar communication equipment by means of

which all persons participating in the meeting can hear each other,

and participation in a meeting pursuant to this section shall

constitute presence in person at such meeting.

Section 3.11. NOTICE. Notice of any special meeting shall be

given at least two days previously thereto by written notice

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delivered personally or mailed to each Director at his residence

address, or by telegram, cable, or facsimile. If mailed, such

notice shall be deemed to be delivered three days after depositing

in the United States mail, so addressed, with postage thereon

prepaid. If notice be given by telegram, cable, or confirmed

facsimile such notice shall be deemed to be delivered when the

telegram, cable, or facsimile is sent. The meeting shall be held

at any place set forth in the notice. Any Director 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 transacting of any business because the meeting is not lawfully

called or convened. Neither the business to be transacted at, nor

the purpose of, any regular or special meeting of the Board of

Directors need be specified in the notice or waiver of notice of

such meeting. Notice of any adjourned meeting shall not be

required to be given.

Section 3.12. QUORUM & MANNER OF ACTING. A majority of the

number of Directors fixed by these By-Laws shall constitute a

quorum for the transaction of business at any meeting of the Board

of Directors, unless the Articles require a greater number. If

less than a majority is present, a majority of the Directors

present may adjourn the meeting from time to time without further

notice. Each Director present shall have one vote; provided that

in the event of a tie vote, Charles R. Shirley shall cast the

deciding vote. 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 unless the act of a greater number is required

by statute, the Articles of Incorporation, or the By-Laws.

Section 3.13. DIRECTOR ACTION WITHOUT A MEETING. Unless the

articles provide otherwise, any action that may be taken at a

meeting of the Directors or of a committee, may be taken without a

meeting if a consent in writing, setting forth the action so to be

taken, shall be signed by all of the Directors or all of the

members of the committee, as the case may be with the same force

and effect as if the same had been powered by unanimous vote at a

duly called meeting of the Board of Directors. The consents shall

be filed with the records of the Corporation. Action taken by

consent is effective when the last Director signs the consent,

unless the consent specifies a different effective date. A signed

comment has the effect of a meeting vote and may be described as

such in any document.

Section 3.14. REMOVAL OF DIRECTORS. The Shareholders may

remove one or more Directors at a meeting called for that purpose

if notice has been given that a purpose of the meeting is such

removal. The removal may be with or without cause. If cumulative

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voting is not authorized, a Director may be removed only if the

number of votes cast to remove him exceeds the number of votes cast

not to remove him. Also, a Director can be removed according to a

simple majority vote of the members of the Board of Directors.

Section 3.15. LOANS TO EMPLOYEES AND DIRECTORS. The

Corporation may lend money and use its credit to assist any

employees of the Corporation or of a subsidiary, including any such

employee who is a Director of the Corporation, if the Board of

Directors decides that such loan or assistance may benefit the

Corporation. However, such loan shall require the unanimous

consent of the Directors.

Section 3.16. FEES AND COMPENSATION. Unless otherwise

provided in the articles, Directors and members of the committees

may receive such compensation, if any, for their services, and such

reimbursement for expenses, as may be fixed or determined by

resolution of the Board. Such compensation so fixed shall be

reported to the Shareholders. No such payment shall preclude any

Director from services in any other capacity and receiving

compensation therefore.

Section 3.17. 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 certified or registered mail to the

Secretary of the Corporation immediately after the adjournment of

the meeting. Such right of dissent shall not apply to a Director

who voted in favor of such action.

Section 3.18. DIRECTOR COMMITTEES. The Board of Directors

may designate an executive committee or such other committees

consisting of not less than two Directors; but the designation of

such committee or committees and the delegation thereto of

authority shall not operate to relieve the Board of Directors, or

any member thereof, of any responsibility imposed upon it or him by

law. The committee shall serve at the pleasure of the Board of

Directors.

(a) Selection of Members. The creation of committee and

appointments of members must be approved by the greater of (1) a

majority of all Directors in office when the action is taken or (2)

the number of Directors required by the Articles of Incorporation

to take such action.

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(b) Required Procedures.

The sections of this Article,

which govern meetings, action without meetings, notice and waiver

of notice, quorum and voting requirements of the Board of

Directors, apply to committees and their members.

Unless limited by the Articles of

Incorporation, each committee may exercise those aspects of the

authority of the Board of Directors which the Board of Directors

confers upon such committee in the resolution creating the

committee. Provided, however, a committee may not:

Authorize distributions; approve or propose to

Shareholders action that the Texas Business Corporation Act

requires be approved by Shareholders, fill vacancies on the Board

of Directors or on any of its committees; amend the Articles of

Incorporation pursuant to the authority of Directors; adopt, amend,

or appeal By-Laws; approve a plan of merger not requiring

Shareholder approval; authorize or approve reacquisition of shares,

except according to a formula or method prescribed by the Board of

Directors; or authorize or approve the issuance or sale or contract

for sale of shares or determine the designation and relative

rights, preferences, and limitations of a class or series of

shares, except that the Board of Directors may authorize a

committee (or a senior executive officer of the corporation) to do

so within limits specifically prescribed by the Board of Directors.

Section 3.19. CHAIRMAN. The Board of Directors shall appoint

a member of the Board of Directors to serve as Chairman of the

Board 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 or her absence, a Chairman chosen by the

Directors shall preside.

Section 3.20. RELATED PARTY TRANSACTIONS. No contract or

transaction between the Corporation, any person, firm, association

or corporation shall be affected or invalidated by the fact that

any one or more of the Directors of officers of the Corporation is

or are directly or indirectly interested in such contract or

transaction or is a Director, officer, Shareholders or member, or

are Directors, officers, Shareholders or members of, or pecuniarily

or otherwise interested in, such other firm, association or

corporation. Any and all Directors of the Corporation who are

Directors, officers or Shareholders or members or so interested in

any such contract or transaction of the Corporation may be counted

in determining the presence of a quorum and may vote at any

meeting of the Board of Directors of the Corporation which shall

authorize any such contract or transaction, with like force and

effect as if they were not such officers, Directors, Shareholders,

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or members of or interested in such other firm, association, or

corporation, or were not so interested in such contract or

transaction. No ratification by Shareholders or otherwise of any

such contract or transaction shall be necessary. Any Director or

Directors, individually or jointly, may be a party or parties to or

may be interested in any contract or transaction of the Corporation

or in which the Corporation is interested, and each and every

person who may become a Director of the Corporation is hereby

released from any liability that might otherwise result from

contracting with the Corporation for the benefit of himself or of

any firm, association, or Corporation in which he may be in any way

interested and each and every person who may become a Director of

the Corporation is hereby released from any liability that might

otherwise result from contracting with the Corporation for the

benefit of himself or of any firm, association, or Corporation in

which he may be in any way interested.

ARTICLE IV

OFFICERS

Section 4.01. OFFICERS. The officers of the Corporation

shall be a president, a secretary and a treasurer, each of who

shall be appointed by the Board of Directors. Such other officers

and assistant officers as may be deemed necessary, including chief

executive officer and any vice presidents, or a general manager may

be appointed by the Board of Directors. The same individual may

simultaneously hold more than one office in the Corporation.

Section 4.02 APPOINTMENT AND TERM OF OFFICE. The officers

of the Corporation shall be appointed by the Board of Directors for

a term as determined by the Board of Directors. If no term is

specified, they shall hold office at the will of the Board of

Directors.

Section 4.03. REMOVAL AND VACANCIES. Any officer of the

Corporation may be removed by the Board of Directors at any time

with or without cause, whenever in its judgment the best interests

of the corporation will be served thereby. Such removal shall be

without prejudice to the contract rights, if any, of the person so

removed. Election or appointment of an officer or agent shall not

of itself create contract rights. Any vacancy shall be filled by

the Board of Directors. A vacancy shall not effect the corporate

status of the Corporation nor invalidate corporate action.

Section 4.04. CHIEF EXECUTIVE OFFICER. Subject to the

control of the Board of Directors, the Chief Executive Officer

shall:

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(a) be the Chief Executive Officer of the business and

affairs of the Corporation with over all control of the

operations, property, officers, agents and employees of

the Corporation;

(b) have power to call and preside at all meetings of

Shareholders, discharge all duties that devolve upon a

presiding officer, and perform such other duties as the

By-Laws provide or the Board of Directors may prescribe;

appointing other corporations, partnerships, or

individuals the agent of the Corporation;

(d) affix the signatures of the Corporation to all contracts,

deeds, conveyances, mortgage, leases, obligations, bonds,

certificates and other papers and instruments in writing

which have been authorized by the Board of Directors or

which, in the judgment of the Chief Executive Officer,

should be executed on behalf of the Corporation and do

not require such authorization.

Section 4.05. THE PRESIDENT. Subject to the control of the

Board of Directors, the President, under the direction of the Chief

Executive Officer shall:

(a)

have active executive management of the business

affairs and operations of the Corporation;

(b)

have authority to execute powers of attorney

appointing other corporations, partnerships, or

individuals the agent of the Corporation;

(c)

affix the signatures of the Corporation to all

contracts, deeds, conveyances, mortgage, leases,

obligations, bonds, certificates and other papers

and instruments in writing which have been

authorized by the Board of Directors or which, in

the judgment of the Chief Executive Officer, should

be executed on behalf of the Corporation and do not

require such authorization;

(d)

sign certificates for shares of stock of the

Corporation; and

(e)

under the direction and control of the Chief

Executive Officer, have general charge of the

property of the Corporation and to supervise and

control all officers, agents and employees of the

Corporation.

Section 4.06. THE VICE PRESIDENT. If appointed, in the

absence of the president or in the event of his death, inability or

refusal to act, the vice president (or in the event there by more

than one vice president, the vice presidents in the order

designated at the time of their election, or in the absence of any

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designation, then in the order of their appointment) shall perform

the duties of the president, and when so acting, shall have all the

powers of and be subject to all the restrictions upon the

president. (If there is no vice president, then the treasurer

shall perform such duties of the president.) Any vice president

may sign, with the secretary or an assistant secretary,

certificates for shares of the Corporation the issuance of which

have been authorized by resolution of the Board of Directors; and

shall perform such other duties as from time to time may be

assigned to him by the president or the Board of Directors.

Section 4.07. THE SECRETARY. The Secretary shall:

(a) keep the minutes of the Shareholders’ and of the Board of

Directors’ meetings in one or more books provided for the

purpose;

(b) see that all notices are duly given in accordance with

the provisions of these By-Laws or as required by law;

the Corporation and see that the seal of which on behalf

of the Corporation under its seal is duly authorized;

(d) keep a register of the post office address of each

Shareholder which shall be furnished to the Secretary by

such Shareholder;

(e) sign with the President, or a Vice President,

certificates for shares of the Corporation, the issuance

of which shall have been authorized by resolution of the

Board of Directors;

(f) have general charge of the stock transfer books of the

Corporation; and

(g) in general perform all duties incident to the office of

Secretary and such other duties as from time to time may

be assigned to the Secretary by the President or by the

Board of Directors.

Section 4.08. THE TREASURER. The Treasurer shall keep correct

and complete records of account, showing accurately at all times

the financial condition of the Corporation. He shall be the legal

custodian of all moneys, notes, securities, and other valuables

that may from time to time come into possession of the Corporation.

He shall immediately deposit all funds of the Corporation coming

into his hands in some reliable bank or other depository to be

designated by the Board of Directors, and shall keep this bank

account in the name of the Corporation. He shall furnish at

meetings of the Board of Directors, or whenever requested, a

statement of the financial condition of the Corporation, and shall

perform such other duties as the By-Laws may provide or the

President or the Board of Directors may prescribe or assign from

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time to time and in general perform all of the duties incident to

the office of Treasurer.

Section 4.09. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.

The Board of Directors may appoint assistant secretaries and

assistant treasurers. The assistant secretaries and assistant

treasurers, in general, shall perform such duties as shall be

assigned to them by the secretary or the treasurer, respectively,

or by the president or the Board of Directors.

Section 4.10. SALARIES.

The salaries of the officers

shall be fixed from time to time by the Board of Directors and no

officer shall be prevented from receiving a salary by reason that

the officer is also a Director of the Corporation.

Section 4.11. TRANSFER OF AUTHORITY. In case of the absence

of any officer of the Corporation or for any reason that the Board

of Directors may deem sufficient, the Board of Directors may

transfer the powers or duties of that officer to any other officer

or to any Director or employee of the Corporation, provided that a

majority of the full Board of Directors concurs and no president,

vice president or any person acting in either capacity shall

perform the duties of secretary.

Section 4.12. RESIGNATION. Any officer 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.

Unless otherwise specified in such written notice, such resignation

shall take effect upon receipt thereof by the Board of Directors or

by such officer, and the acceptance of such resignation shall not

be necessary to make it effective.

Section 4.13. 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 the faithful performance of his 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 hands unless such bond

requirement is driven by a prior or current act of negligence,

misfeasance or malfeasance on the part of the person of whom the

bond is required, the Corporation shall reimburse that person for

his/her actual costs incurred to obtain the bond or surety.

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ARTICLE V

LIABILITY AND INDEMNIFICATION

Section 5.01. LIABILITY OF DIRECTORS. The personal liability

of any Director to the Corporation or its Shareholders is

eliminated to the fullest extent allowed under the provisions of

Texas Business Code, or similar provisions as amended and

supplemented from time to time.

Section 5.02 INDEMNIFICATION OF DIRECTORS. The Corporation

shall indemnify any Director made a part to a proceeding to the

extent that such indemnification falls within the provisions of the

Texas Business Corporations Act.

(a) The Corporation shall not indemnify a Director:

(1) in connection with a proceeding by or in the name of

the Corporation in which the Director was adjudged

liable to the Corporation; or

(2) in connection with any other proceeding charging

improper personal benefit to him, whether or not

involving action in his official capacity, in which

he was adjudged liable on the basis that personal

benefit was improperly received by him.

Section 5.03. ADVANCE EXPENSES FOR DIRECTORS. If a

determination is made, following the procedures of the Texas

Business Corporation Act that the Director has met the following

requirements; and if an authorization of payments is made, then

unless otherwise provided in the Articles of Incorporation, the

company shall pay for or reimburse the reasonable expenses incurred

by a Director who is a party to a proceeding in advance of final

disposition of the proceeding if:

(1) The Director furnishes the corporation a written

affirmation of his good faith belief that he has met the

standard of conduct described above;

(2) The Director furnishes the corporation a written

undertaking, executed personally or on his behalf, to

repay the advance if it is ultimately determined that he

did not meet the standard of conduct (which undertaking

must be an unlimited general obligation of the Director

but not need not be secured and may be accepted without

reference to financial ability to make repayment); and

(3) A determination is made that the facts then known to

those making the determination would not preclude

indemnification under 5.02 of this Article or the

Business Corporation Act of the State of Texas.

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Section 5.04. INDEMNIFICATION OF OFFICERS, AGENTS, AND

EMPLOYEES WHO ARE NOT DIRECTORS. Unless otherwise provided in the

Articles of Incorporation, the Board of Directors may indemnify and

advance expenses to any officers, employee, or agent of the

Corporation, who is not a Director of the Corporation, to any

extent consistent with public policy, and the Texas Business

Corporation Act as determined by the general or specific action of

the Board of Directors.

ARTICLE VI

SHARES, CERTIFICATE OF SHARES AND THEIR TRANSFER

Section 6.01. CONSIDERATION FOR SHARES. Shares having par

value may be issued for such consideration expressed in dollars,

not less than the par value thereof, as shall be fixed from time to

time by the Board of Directors. Shares without par value may be

issued for such consideration expressed in dollars as may be fixed

from time to tie by the Board of Directors.

Section 6.02. PAYMENT FOR SHARES. The consideration for the

issuance of shares may be paid, in whole or in part, consisting of

any tangible or intangible property or benefit to the Corporation,

including cash, promissory notes, services performed, contracts or

amounts for services to be performed or other securities of the

Corporation. The terms of payment shall be set forth in writing.

When payment of the consideration for which shares are to be issued

shall have been received by the Corporation, such shares shall be

deemed to be fully paid and nonassessable. In the absence of fraud

in the transaction, the judgment of the Board of Directors as to

the value of the consideration received for shares shall be

conclusive as to whether the shares are validly issued, fully paid

and nonassessable. No certificate shall be issued for any share

until the share is fully paid and none shall be issued on the basis

of future performance of services.

Section 6.03. CERTIFICATES REPRESENTING SHARES. Shares may,

but need not be, represented by certificates of the Corporation. A

certificate shall be in such form as shall be determined by the

Directors of the Corporation. Such certificates shall be signed by

the President and by the Secretary or by such other officers

authorized by law and by the Directors and sealed with the Seal of

the Corporation. All certificates for shares shall be

consecutively numbered or otherwise identified. Each share

certificate must state on its face:

(a) the name of the issuing corporation and that it is

organized under the laws of the State of Texas;

(b) the name of the person to whom the certificate is issued;

and

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series, if any, the certificate represents.

Section 6.04. LEGEND AS TO CLASS OR SERIES. If the

Corporation is authorized to issue different classes of shares or

different series within a class, the designations, relative rights,

preferences, and limitations applicable to each class and the

variations in rights, preferences, and limitations applicable to

each class and the variations in rights, preferences, and

limitations applicable to each class and the variations in rights,

preferences, and limitations determined for each series (and the

authority of the Board of Directors to determine variations for

future series) must be summarized on the front or back of each

certificate. Alternatively, each certificate may state

conspicuously on its front or back that the Corporation will

furnish the Shareholder this information on request in writing and

without charge.

Section 6.05. TRANSFER RECORDS. The Secretary, or if the

Corporation engages an agent, the registrar or transfer agent,

shall maintain records containing the name, address taxpayer

identification number of each Shareholder plus the certificate

number, date of issue and shares represented by each certificate

held by each Shareholder.

Section 6.06. TRANSFER OF STOCK. All certificates

surrendered to the Corporation for transfer shall be canceled and

no new certificate issued in connection therewith unless all of the

following are satisfied:

(a) The surrendered certificate is properly endorsed by the

registered holder or his duly authorized attorney;

(b) The endorsement or endorsements required as aforesaid

shall be guaranteed or notarized unless the Secretary

waives this requirement;

has discharged any duty to inquire into any such claims;

(d) Any applicable law relating to the collection of taxes

imposed on or in connection with shares has been

satisfied;

(e) The person in whose name shares stand on the book of the

Corporation shall be deemed by the Corporation to be the

owner thereof for all purposes.

Section 6.07. LOST, STOLEN, OR DESTROYED CERTIFICATES. The

Corporation shall issue a new stock certificate in the place of any

certificate theretofore issued where the holder of record of the

certificate;

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(a) Makes proof in affidavit form that it has been lost,

destroyed, or wrongfully taken;

(b) Requests the issuance of a new certificate before the

Corporation has notice that the certificate has been

acquired by a purchaser for value in good faith and

without notice of any adverse claim;

sureties, with fixed or open penalty, as the Corporation

may direct, to indemnify the Corporation against any

claim that may be made on account of the alleged loss,

destruction, or theft of the certificates; and

(d) Satisfies any other reasonable requirements imposed by

the Corporation not inconsistent with applicable law.

When a certificate has been lost, apparently destroyed, or

wrongfully taken and the holder of record fails to notify the

Corporation within a reasonable time after he had notice of it, and

the Corporation registers a transfer of the shares represented by

this certificate before receiving such notification, the holder of

record is precluded from making any claim against the Corporation

for the transfer or for a new certificate.

Section 6.08. HOLDER. The Corporation shall be entitled to

treat the holder of record of any share as the holder in fact

thereof, and accordingly, shall not be bound to recognize any claim

to or interest in such share on the part of any other person

whether or not it shall have express or other notice thereof,

except as expressly provided by the laws of this State.

Section 6.09. SHARES WITHOUT CERTIFICATES.

(a) Issuing Shares Without Certificates. Unless the Articles

of Incorporation provide otherwise, the Board of

Directors may authorize the issue of some or all the

shares of any or all of its classes, or series without

certificates. The authorization does not affect shares

already represented by certificates until they are

surrendered to the Corporation.

(b) Information Statement Required. Within reasonable time

after the issue or transfer of the shares without

certificates, the Corporation shall send the Shareholder

a written statement containing at minimum; The name of

the issuing corporation and that it is organized under

the laws of this State; the name of the person to whom

issued; and the number and class of shares and the

designation of the series, if any, of the issued shares.

Section 6.10. RESTRICTIONS ON TRANSFER OF SHARES PERMITTED.

The Board of Directors (or Shareholders) may impose restrictions on

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the transfer or registration of transfer of shares (including any

security convertible into, or carrying a right to subscribe for or

acquire shares). A restriction does not affect shares issued

before the restriction was adopted unless the holders of the shares

are parties to the restriction agreement or voted in favor of the

restriction.

Section 6.11. ACQUISITION OF SHARES. The Corporation may

acquire its own shares and unless otherwise provided in the

Articles of Incorporation, the shares so acquired constitute

authorized but unissued shares.

Section 6.12. LEGEND REGARDING SHAREHOLDER AGREEMENT. Each

share issued by the Corporation shall have clearly stamped or

written on its face that the transfer of those shares are

restricted by the terms of a Shareholder Agreement, unless a valid

exemption is identified.

ARTICLE VII

DISTRIBUTIONS

Section 7.01. DISTRIBUTIONS.

The Board of Directors may

authorize, and the Corporation may make, distributions (including

dividends on it outstanding shares) in the manner and upon the

terms and conditions provided by law.

ARTICLE VIII

CORPORATE SEAL

Section 8.01. SEAL. The Board of Directors may provide a

corporate seal which may be circular in form and have inscribed

thereon any designation including the name of the corporation,

Texas as the state of incorporation, and the words “Corporate Seal”

and conditions provided by law.

ARTICLE IX

AMENDMENTS

Section 9.01. AMENDMENTS. The Corporation’s Board of

Directors may amend or repeal the Corporation’s By-Laws unless the

Shareholders in adopting, amending, or repealing a particular By-

law provided expressly that the Board of Directors may not amend or

repeal that By-law; the Corporation’s Shareholders may amend or

repeal the Corporation’s By-laws even though the By-laws may also

be amended or repealed by its Board of Directors.

Section 9.02. BY-LAW PROVISIONS ADDITIONAL AND SUPLEMENTAL

WITH PROVISIONS OF LAW. All restrictions, limitations,

requirements and other provisions of these By-Laws shall be

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construed, insofar as possible, as supplemental and additional to

all provisions of law applicable to the subject matter thereof and

shall be fully complied with in addition to the said provisions of

law unless such compliance shall be illegal.

Section 9.03. BY-LAW PROVISIONS CONTRARY TO OR INCONSISTENT

WITH PROVISIONS OF LAW. Any article, section, subsection,

subdivision, sentence, clause or phrase of these By-Laws which,

upon being construed in the manner provided herein, shall be

contrary to or inconsistent with any applicable provision of law,

shall not apply so long as said provisions of law shall remain in

effect, but such result shall not affect the validity or

applicability of any other portions of these By-Laws would have

been adopted and each article, section, subsection, subdivision,

sentence, clause or phrase thereof, irrespective of the fact that

any one or more articles, sections, subsections, subdivisions,

sentences, clauses or phrases is or are illegal.

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ARTICLE X

BOOKS AND RECORDS

Section 10.01. BOOKS AND RECORDS. The Corporation shall keep

at its registered office the following books and records of account

and minutes of the proceedings of its Shareholders and Directors:

its books and records of account; Its minutes of all meetings of

the Shareholders and Board of Directors; a record of all actions

taken by the Shareholders or Board of Directors without a meeting

and actions taken by a committee of the Board of Directors; copies

of its Articles of Incorporation and By-Laws as originally executed

and adopted together with all subsequent amendments thereto; and

its records of Shareholders which shall give their names and

addresses and the number and class of the shares held by each.

Section 10.02. FINANCIAL STATEMENTS. Upon the written request

of any Shareholder of the Corporation, the Corporation shall mail

to such Shareholder its most recent annual or quarterly financial

statements unless the Shareholder has already received the same.

Neither the Corporation nor any Director, Officer, employee or

agent of the Corporation shall be liable to the Shareholder or

anyone to whom the Shareholder discloses the financial statement or

any information contained therein for any error or omission therein

whether caused without fault, or by negligence, unless

(1) the error or omission is material,

(2) the Director, Officer, employee or agent in question knew

of the error or omission and intended for the Shareholder

or other person to rely thereon to his detriment,

(3) the Shareholder or other persons did reasonably rely

thereon, and, in addition,

(4) he is otherwise liable under the applicable law.

ARTICLE XI

VOTING TRUST AGREEMENTS

Section 12.01. NEGOTIABLE INSTRUMENTS, DEEDS AND CONTRACTS.

All checks, drafts, demands for money and notes of the Corporation,

and all written contracts of the Corporation, shall be signed by

such officer or officers, agent or agents, as the Board of

Directors may from time to time by resolution designate. No

officer, agent or employee of the Corporation shall have power to

bind the Corporation by contract or otherwise unless authorized to

do by these By-Laws or by the Board of Directors and such authority

may be general or confined to specific instances.

Section 12.02. SHARES OF OTHER CORPORATIONS. Whenever the

Corporation is the holder of shares of any other corporation, any

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right or power of the Corporation as such Shareholder (including

the attendance, acting and voting at Shareholders’ meetings and

execution of waivers, consents, proxies or other instruments) may

be exercised on behalf of the Corporation by the President, any

Vice President, or such other person as the Board of Directors may

authorize.

Section 12.03. 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

depositories as the Board of Directors may select.

Section 12.04. WAIVER OF NOTICE. Whenever any notice is

required to be give to any member or Director of the Corporation

under the provisions of these By-Laws or under the provisions of

the Texas Business Corporation Act, a waiver thereof in writing

signed by the person or persons entitled to such notice, whether

before or after time stated therein, shall be deemed equivalent to

the giving of such notice.

CERTIFICATE

That the undersigned do hereby certify that the undersigned

are the directors and the Secretary of MESA RESORT DEVELOPMENT

CORPORATION, a Corporation duly organized and existing under and by

virtue of the laws of the State of Texas; that the above and

foregoing By-Laws of said Corporation were duly and regularly

adopted as such by the Board of Directors of said Corporation a

meeting of said Board and that the above and foregoing By-Laws are

now in full force and effect.

Dated the 30th day of March, 2006.

Charles R. Shirley, J.D., Chief Executive Officer/Chairman

Brian R. Collins, Secretary/Director

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Corbridge Group, Inc. S-1/A