07.30.10
Global 8 Environmental Technologies, Inc. files SEC form 8K, Company adopted Amended Bylaws

AMENDED AND RESTATED BYLAWS OF GLOBAL 8 ENVIRONMENTAL TECHNOLOGIES INC.
JULY 31, 2010

TABLE OF CONTENTS
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SECTION 1 - OFFICES . . . . . . . . . . . . . . . . . .3

SECTION 2 - SHAREHOLDERS. . . . . . . . . . . . . . . .3
    2.1   Annual Meeting . . . . . . . . . . . . . .3
    2.2   Special Meetings . . . . . . . . . . . . .3
    2.3   Meetings by Communications Equipment . . .3
    2.4   Date, Time and Place of Meetings . . . . .3
    2.5   Notice of Meeting. . . . . . . . . . . . .3
    2.6   Waiver of Notice . . . . . . . . . . . . . 4
    2.7   Fixing of Record Date for Determining Shareholders . . . 4
    2.8   Voting Record. . . . . . . . . . . . . . .4
    2.9   Quorum . . . . . . . . . . . . . . . . . .5
    2.10   Manner of Acting . . . . . . . . . . . . .5
    2.11   Proxies. . . . . . . . . . . . . . . . . .5
    2.12   Voting Shares. . . . . . . . . . . . . . .6
    2.13   Voting for Directors . . . . . . . . . . .6
    2.14   Action by Shareholders Without a Meeting .6

SECTION 3 - BOARD OF DIRECTORS. . . . . . . . . . . . .7
    3.1   General Powers . . . . . . . . . . . . . .7
    3.2   Number, Classification and Tenure. . . . .7
    3.3   Annual and Regular Meetings. . . . . . . .7
    3.4   Special Meetings . . . . . . . . . . . . .8
    3.5   Meetings by Communications Equipment . . .8
    3.6   Notice of Special Meetings . . . . . . . .8
        3.6.1   Personal Delivery. . . . . . . .8
        3.6.2   Delivery by Mail . . . . . . . .8
        3.6.3   Delivery by Private Carrier. . .8
        3.6.4   Facsimile Notice . . . . . . . .8
        3.6.5   Delivery by Telegraph. . . . . .9
        3.6.6   Oral Notice. . . . . . . . . . .9
    3.7   Waiver of Notice . . . . . . . . . . . . .9
        3.7.1   In Writing . . . . . . . . . . .9
        3.7.2   By Attendance. . . . . . . . . .9
    3.8   Quorum . . . . . . . . . . . . . . . . . .9
    3.9   Manner of Acting . . . . . . . . . . . . .9
    3.10   Presumption of Assent. . . . . . . . . . 10
    3.11   Action by Board or Committees Without a Meeting. . . . .10
    3.12   Resignation. . . . . . . . . . . . . . . 10
    3.13   Removal. . . . . . . . . . . . . . . . . 10
    3.14   Vacancies. . . . . . . . . . . . . . . . 11
    3.15   Executive and Other Committees . . . . . 11
        3.15.1   Creation of Committees. . . . 11
        3.15.2   Authority of Committees . . . 11
        3.15.3   Minutes of Meetings . . . . . 11
        3.15.4   Removal . . . . . . . . . . . 11
    3.16   Compensation . . . . . . . . . . . . . . 12

SECTION 4 - OFFICERS. . . . . . . . . . . . . . . . . 12
    4.1   Appointment and Term . . . . . . . . . . 12
    4.2   Resignation. . . . . . . . . . . . . . . 12
    4.3   Removal. . . . . . . . . . . . . . . . . 12
    4.4   Contract Rights of Officers. . . . . . . 12
    4.5   Chairman of the Board. . . . . . . . . . 12
    4.6   President. . . . . . . . . . . . . . . . 13
    4.7   Vice President . . . . . . . . . . . . . 13
    4.8   Secretary. . . . . . . . . . . . . . . . 13
    4.9   Treasurer. . . . . . . . . . . . . . . . 13
    4.10   Salaries . . . . . . . . . . . . . . . . 13

SECTION 5 - CONTRACTS, LOANS, CHECKS AND DEPOSITS . . 14
    5.1   Contracts. . . . . . . . . . . . . . . . 14
    5.2   Loans to the Corporation . . . . . . . . 14
    5.3   Checks, Drafts, Etc. . . . . . . . . . . 14
    5.4   Deposits . . . . . . . . . . . . . . . . 14

SECTION 6 - CERTIFICATES FOR SHARES AND THEIR TRANSFER. . . . . . . .14
    6.1   Issuance of Shares . . . . . . . . . . . 14
    6.2   Certificates for Shares. . . . . . . . . 14
    6.3   Stock Records. . . . . . . . . . . . . . 15
    6.4   Restriction on Transfer. . . . . . . . . 15
    6.5   Transfer of Shares . . . . . . . . . . . 15
    6.6   Lost or Destroyed Certificates . . . . . 16

SECTION 7 - BOOKS AND RECORDS . . . . . . . . . . . . 16

SECTION 8 - ACCOUNTING YEAR . . . . . . . . . . . . . 16

SECTION 9 - SEAL. . . . . . . . . . . . . . . . . . . 16

SECTION 10 - INDEMNIFICATION. . . . . . . . . . . . . 17
    10.1   Right to Indemnification. . . . . . . . 17
    10.2   Restrictions on Indemnification . . . . 17
    10.3   Advancement of Expenses . . . . . . . . 17
    10.4   Right of Indemnitee to Bring Suit . . . 18
    10.5   Nonexclusivity of Rights. . . . . . . . 18
    10.6   Insurance, Contracts and Funding. . . . 18
    10.7   Identification of Employees and Agents of the Corporation.18
    10.8   Persons Serving Other Entities. . . . . 19

SECTION 11 - LIMITATION OF LIABILITY. . . . . . . . . 19

SECTION 12 - AMENDMENTS . . . . . . . . . . . . . . . 19

SECTION 1.  OFFICES

    The principal office of the corporation shall be located at the
principal place of business or such other place as the Board of
Directors (“Board”) may designate.  The corporation may have such
other offices as the Board may designate or as the business of the
corporation may require.

SECTION 2.  STOCKHOLDERS

2.1 ANNUAL MEETING

    The annual meeting of the stockholders to elect Directors and
transact such other business as may properly come before the meeting
shall be held on a date not more than 180 days after the end of the
corporation’s fiscal year, such date and time to be determined by the
Board.

2.2 SPECIAL MEETINGS

    Special meetings of the stockholders of the corporation for any
purpose may be called at any time by the Board of Directors or, if the
Directors in office constitute fewer than a quorum of the Board of
Directors, by the affirmative vote of a majority of all the Directors in
office, but such special meetings may not be called by any other
person or persons.

2.3 MEETINGS BY COMMUNICATIONS EQUIPMENT

    Stockholders may participate in any meeting of the stockholders by
any means of communication by which all persons participating in the
meeting can hear each other during the meeting. Participation by such
means shall constitute presence in person at a meeting.

2.4 DATE,  TIME AND PLACE OF MEETING

    Except as otherwise provided in these Bylaws, all meetings of
stockholders, including those held pursuant to demand by
stockholders, shall be held on such date and at such time and place
designated by or at the direction of the Board.

2.5 NOTICE OF MEETING

    Written notice stating the place, day and hour of the meeting and,
in the case of a special meeting,  the purpose or purposes for which
the meeting is called,  shall be given by or at the direction of the
Board, the Chairman of the Board, the President or the Secretary, or
any shareholder or shareholder group calling for such meeting to every
stockholder entitled to notice of or to vote at the meeting not less than
30 nor more than 60 days before the meeting. A notice of a meeting to
act on a plan of merger or share exchange, the sale, lease, exchange or
other disposition of all or substantially all of the corporation’s assets
other than in the regular course of business or the dissolution of the
corporation shall be given not less than 30 or more than 60 days
before such meeting.  If an annual or special stockholders’ meeting is
adjourned to a different date, time or place, no notice of the new date,
time or place is required if they are announced at the meeting before
adjournment.  If a new record date for the adjourned meeting is or
must be fixed, notice of the adjourned meeting must be given to all
stockholders entitled to notice of or to vote as of the new record date.
Any decision taken or proposal adopted without requisite notice to all
shareholders shall be null and void.

    Such notice may be transmitted by mail, private carrier, personal
delivery, telegraph,  teletype, email or communications equipment
that transmits a facsimile of the notice. If such notice is mailed, it
shall be deemed effective when deposited in the official
government mail, first-class postage prepaid,  properly addressed to
the stockholder at such stockholder’s address as it appears in the
corporation’s current record of stockholders.  Notice given in any
other manner shall be deemed effective when dispatched to the
stockholder’s address,  email address, telephone number or other
number appearing on the records of the corporation or on the records
of the stock transfer agent, whichever is more current. Stockholders
owning stock in street name must be notified through agents or
institutions possessing or able to obtain such names and addresses.

2.6 WAIVER OF NOTICE

    Whenever any notice is required to be given by an stockholder
under the provisions of these Bylaws, the Articles of Incorporation or
the Nevada Private Corporations Law, a waiver of notice in writing,
signed by the person or persons entitled to such notice and
delivered to the corporation, whether before or after the date and time
of the meeting or before or after the action to be taken
by consent is effective,  shall be deemed equivalent to the giving of
such notice.  Further, notice of the time, place and purpose of any
meeting will be deemed to be waived by any stockholder by
attendance in person or by proxy, unless such stockholder at the
beginning of the meeting objects to holding the meeting or transacting
business at the meeting.

2.7 FIXING OF RECORD DATE FOR DETERMINING
STOCKHOLDERS

    For the purpose of determining stockholders entitled (a) to notice of
or to vote at any meeting of stockholders or any adjournment thereof,
(b) to receive payment of any dividend, or (c) in order to make a
determination of stockholders for any other purpose, the Board may
fix a future date as the record date for any such determination.  Such
record date shall be not more than 60 days, and,
in case of a meeting of stockholders, not less than 30 days, prior to
the date on which the particular action requiring such determination is
to be taken.  If no record date is fixed for the determination of
stockholders entitled to notice of or to vote a meeting, the record date
shall be the day immediately preceding the date on which notice of
the meeting is first given to stockholders.  Such a determination shall
apply to any adjournment of the meeting unless the Board fixes a new
record date, which it shall do if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.  If no
record date is set for the determination of stockholders entitled to
receive payment of any stock,  dividend or distribution (other than
one involving a purchase,
redemption or other acquisition of the corporation’s shares), the
record date shall be the date the Board authorizes the stock
dividend or distribution.

2.8 VOTING RECORD

    At least 10 days before each meeting of stockholders, an
alphabetical list of the stockholders entitled to notice of such meeting
shall be made, arranged by voting group and by each class or series
of shares, with the address of and number of shares held by each
stockholder.  This record shall be kept at the principal office of the
corporation for 10 days prior to such meeting, and shall
be kept open at such meeting,  for the inspection of any stockholder
or any stockholder’s agent or attorney.

2.9 QUORUM

    Except with respect to any greater requirement contained in the
Articles of Incorporation or the Nevada Private Corporations Law,
one-third of the votes entitled to be cast on a matter by the holders of
shares that, pursuant to the Articles of Incorporation or the Nevada
Private Corporations Law, are entitled to vote and be counted
collectively upon such matter, represented in person or
by proxy, shall constitute a quorum of such shares at a meeting of
stockholders. If less than the required number of such votes are
represented at a meeting, a majority of the votes so represented may
adjourn the meeting from time to time. Any business may be
transacted at a reconvened meeting that might have been transacted at
the meeting as originally called, provided a quorum is present or
represented at such meeting.  Once a share is represented for any
purpose at a meeting other than solely to object to holding the
meeting or transacting business,  it is deemed present for quorum
purposes for the remainder of the unadjourned meeting.
Notwithstanding the existence of a quorum at any prior meeting
subsequently adjourned, a quorum must be present at the meeting to
which the prior meeting has been adjourned.

2.10 MANNER OF ACTING

    If a quorum is present, ,  action on a matter other than the
election of Directors or an action altering the privileges or rights of
shareholders shall be approved if the votes cast in favor of the action
by the shares entitled to vote and be counted collectively upon such
matter exceed the votes cast against such action by the shares
entitled to vote and be counted collectively thereon, unless the Articles
of Incorporation, the Nevada Private Corporations Law, or these
bylaws imposes restrictions or requires a greater number of affirmative
votes. Actions affecting the rights or privileges of shareholders,
including ratification of actions by one or more officers, one or more
Directors, or one or more related parties, shall be valid only if
approved by an absolute majority of at least three-fourths of the votes
of the Board of Directors and, after notice to all shareholders of at least
90 days, by an absolute majority of at least three-fourths of all
disinterested shareholders. ?Disinterested shareholders? are those
shareholders who are not related in any material way to any officer,
Director or related party whose actions are the subject of a ratification
vote.

2.11 PROXIES

    A stockholder may vote by proxy executed in writing by the
stockholder or by his or her attorney-in-fact or agent.  Such proxy
shall be effective when received by the Secretary or other officer
or agent authorized to tabulate votes.  A proxy shall become invalid
11 months after the date of its execution, unless otherwise provided
in the proxy.  A proxy with respect to a specified
meeting shall entitle its holder to vote at any reconvened meeting
following adjournment of such meeting but shall not be valid after the
final adjournment.

2.12 VOTING SHARES

    Except as provided in the Articles of Incorporation, each
outstanding share entitled to vote with respect to a matter submitted to
a meeting of stockholders shall be entitled to one vote upon such
matter.

2.13 VOTING FOR DIRECTORS

    Each stockholder entitled to vote in an election of Directors may
vote, in person or by proxy, the number of shares owned by such
stockholder. Election shall be by ?party-list proportional
representation? in which all slates shall be voted as a single proposal,
and the D’Hondt method shall be used to determine the number of
Board seats won by that slate. The candidates comprising the slate
shall be rank-ordered by use of the ?open list? voting method, in which
voters who cast votes for that slate shall indicate their rank-order
preferences within the list of candidates comprising the slate. On a
slate winning at least one seat, the candidate receiving the most votes
for rank ?1? shall be that slate?s first candidate seated; the candidate
who receives the most votes for rank ?2? the second seat; and so on.
Candidates not already nominated as part of a slate may be nominated
and seconded by shareholders from the floor. The votes received by
any such candidate shall be tallied according to the D?Hondt method,
simultaneously with the tally of other slates, as if she or he were a
separate slate, such that if she or he receives sufficient votes to win
one seat under the D?Hondt method, she or he shall be entitled to one
seat on the Board. Voters may cast their votes for one slate or for any
combination of slates and/or independently nominated candidates.

2.14 ACTION BY STOCKHOLDERS WITHOUT A MEETING

    Any action that may be or is required to be taken at a meeting
of the stockholders may be taken without a meeting if one or more
written consents describing the action taken shall be signed by
stockholders holding of record or otherwise entitled to vote in the
aggregate not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at
which all shares entitled to vote on the action were present and
voted, and proof is provided that consents were obtained after
providing full material disclosure to all shareholders, and all
shareholders were provided at least 30 days notice during which to
consider giving their consent.  The Board may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which
date shall not be more than 10 days after the date upon which the
resolution fixing the record date is adopted by the Board.  If not
otherwise fixed by the Board,  the record date for determining
stockholders entitled to take action without a meeting is the date the
first stockholder consent is delivered to the corporation.  A
stockholder may withdraw a consent only by delivering a written
notice of withdrawal to the corporation prior to the time that
consents sufficient to authorize taking the action have been
delivered to the corporation.  Every written consent shall bear the
date of signature of each
stockholder who signs the consent.  A written consent is not effective
to take the action referred to in the consent unless, within 60 days of
the earliest dated consent delivered to the corporation,  written
consents signed by a sufficient number of stockholders to take
action are delivered to the corporation.  Unless the consent specifies
a later effective date, actions taken by written consent of the
stockholders are effective when (a) consents sufficient to authorize
taking the action are in possession of the corporation and (b)  the
period of advance notice required by the Articles of Incorporation to
be given to any nonconsenting or nonvoting stockholders has been
satisfied.
Any such consent shall be inserted in the minute book as if it were the
minutes of a meeting of the stockholders.

SECTION 3.  BOARD OF DIRECTORS

3.1 GENERAL POWERS

    All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed
under the direction of, the Board, except as may be otherwise provided
in these Bylaws, the Articles of Incorporation or the Nevada Private
Corporations Law.

3.2 NUMBER,  CLASSIFICATION AND TENURE

    The Board of Directors is that number set by the Articles of
Incorporation. The specific number of Directors shall be set by
resolution of the Board of Directors or, if the Directors in office
constitute fewer than a quorum of the Board of Directors, by the
affirmative vote of a majority of all the Directors in office.  The
number of Directors of this corporation may be increased or decreased
from time to time in the manner provided by the Articles of
Incorporation,  but no decrease in the number of Directors shall have
the effect of shortening the term of any incumbent Director.  The
Directors shall be divided into three classes, with each class to be as
nearly equal in number as possible, as specified by resolution of the
Board or, if the Directors in office constitute fewer than a quorum
of the Board, by the affirmative vote of a majority of all the Directors
in office.  The term of office of Directors of the first class shall expire
at the first annual meeting of stockholders after their election.  The
term of office of Directors of the second class shall expire at
the second annual meeting after their election.  The term of office of
Directors of the third class shall expire at the third annual meeting
after their election.  At each annual meeting after such classification,
a number of Directors equal to the number of the class whose term
expires at the time of such meeting shall be elected to hold office
until the third succeeding annual meeting.  Absent his or her death,
resignation or removal, a Director shall continue to serve despite the
expiration of the Director’s term until his or her successor shall have
been elected and qualified or until there is a decrease in the number of
Directors.  Directors need not be stockholders of the corporation or
residents of the state of Nevada, and need not meet any other
qualifications.

3.3 ANNUAL AND REGULAR MEETINGS

    An annual Board meeting shall be held without notice immediately
after and at the same place as the annual meeting of stockholders.
By resolution the Board,  or any committee designated by the Board,
may specify the time and place for holding regular meetings without
notice other than such resolution.

3.4 SPECIAL MEETINGS

    Special meetings of the Board or any committee designated by the
Board may be called by or at the request of the Chairman of the
Board, the President, the Secretary or,  in the case of special Board
meetings, any one-third or more of the Directors in office and, in the
case of any special meeting of any committee designated by the
Board, by its Chairman.  The person or persons authorized to call
special meetings may fix any place for holding any special Board
or
committee meeting called by them.

3.5 MEETINGS BY COMMUNICATIONS EQUIPMENT

    Members of the Board or any committee designated by the
Board may participate in a meeting of such Board or committee by,
or conduct the meeting through the use of,  any means of
communication by which all Directors participating in the meeting
can hear each other during the meeting. Participation by such
means shall constitute presence in person at a meeting.

3.6 NOTICE OF SPECIAL MEETINGS

    Notice of a special Board or committee meeting stating the place,
day and hour of the meeting shall be given to a Director in writing or
orally.  Neither the business to be transacted at nor the purpose of any
special meeting need be specified in the notice of such meeting.

    3.6.1 PERSONAL DELIVERY

    If notice is given by personal delivery, the notice shall be delivered
to a Director at least two days before the meeting.

    3.6.2 DELIVERY BY MAIL

    If notice is delivered by mail,  the notice shall be deposited in
the official government mail at least five days before the meeting,
properly addressed to a Director at his or her address shown on the
records of the corporation,  with postage thereon prepaid.

    3.6.3 DELIVERY BY PRIVATE CARRIER

    If notice is given by private carrier, the notice shall be dispatched
to a Director at his or her address shown on the records of the
corporation at least three days before the meeting.

    3.6.4 FACSIMILE NOTICE

    If a notice is delivered by wire or wireless equipment that
transmits a facsimile of the notice, the notice shall be dispatched at
least two days before the meeting to a Director at his or her
telephone number or other number appearing on the records of the
corporation.

 

    3.6.5 DELIVERY BY TELEGRAPH

    If notice is delivered by telegraph, the notice shall be delivered to
the telegraph company for delivery to a Director at his or her address
shown on the records of the corporation at least three days before the
meeting.

    3.6.6 ORAL NOTICE

If notice is delivered by orally, by telephone or in person, the notice
shall be personally given to the Director at least two days before
the meeting.

3.7 WAIVER OF NOTICE

    3.7.1 IN WRITING

    Whenever any notice is required to be given to any Director
under the provisions of these Bylaws, the Articles of Incorporation or
the Nevada Private Corporations Law,  a waiver thereof in writing,
signed by the person or persons entitled to such notice and
delivered to the corporation, whether before or after the date and time
of the meeting, shall be deemed equivalent to the giving
of such notice.  Neither the business to be transacted at nor the purpose
of any regular or special meeting of the Board or any committee
designated by the Board need be specified in the waiver of notice
of such meeting.

    3.7.2 BY ATTENDANCE

A Director’s attendance at or participation in a Board or committee
meeting shall constitute a waiver of notice of such meeting, unless the
Director at the beginning of the meeting,  or promptly upon his or
her arrival, objects to holding the meeting or transacting business
at such meeting and does not thereafter vote for or assent to
action taken at the meeting.

3.8 QUORUM

    A majority of the number of Directors fixed by or in the manner
provided in these Bylaws shall constitute a quorum for the
transaction of business at any Board meeting but, if less than a
majority are present at a meeting, a majority of the Directors present
may adjourn the meeting from time to time without further notice.  A
majority of the number of Directors composing any committee
of the Board,  as established and fixed by resolution of the Board,
shall constitute a quorum for the transaction of business at any
meeting of such committee but,  if less than a majority are present at a
meeting, a majority of such Directors present may adjourn the
committee meeting from time to time without further notice.

3.9 MANNER OF ACTING

    If a quorum is present when the vote is taken, the act of the
majority of the Directors present at a Board or committee meeting
shall be the act of the Board or such committee,  unless the vote of a
greater number is required by these Bylaws,  the Articles of
Incorporation or the Nevada Private Corporations Law.

3.10 PRESUMPTION OF ASSENT

A Director of the corporation who is present at a Board or committee
meeting at which any action is taken shall be deemed to have
assented to the action taken unless (a)  the Director objects at the
beginning of the meeting, or promptly upon the Director’s arrival, to
holding the meeting or transacting any business at such meeting, (b)
the Director’s dissent or abstention from the action taken is entered in
the minutes of the meeting, or (c) the Director delivers written notice
of the Director’s dissent or abstention to the presiding officer of the
meeting before its adjournment or to the corporation within a
reasonable time after adjournment of the meeting.  The right of
dissent or abstention is not available to a Director who votes in favor
of the action taken. Notwithstanding this presumption, the person
recording the minutes of the meeting shall record in the minutes all
dissents and abstentions and the identities of any Director(s) so
dissenting or abstaining whether or not so requested by said
Director(s).

3.11 ACTION BY BOARD OR COMMITTEES WITHOUT A
MEETING

    Any action that could be taken at a meeting of the Board or of
any committee created by the Board may be taken without a
meeting if one or more written consents setting forth the action so
taken are signed by each of the Directors or by each committee
member either before or after the action is taken and delivered to the
corporation.  Action taken by written consent of Directors without a
meeting is effective when the last Director signs the consent, unless
the consent specifies a later effective date.  Any such written consent
shall be inserted in the minute book as if it were the minutes of a
Board or a committee meeting.

3.12 RESIGNATION

    Any Director may resign from the Board or any committee of the
Board at any time by delivering either oral tender of resignation at any
meeting of the Board or any committee, or written notice to the
Chairman of the Board, the President, the Secretary or the Board.
Any such resignation is effective upon delivery thereof unless the
notice of resignation specifies a later effective date and, unless
otherwise specified therein, the acceptance of such resignation shall
not
be necessary to make it effective.

3.13 REMOVAL

    At a meeting of stockholders called expressly for that purpose, one
or more members of the Board, including the entire Board, may be
removed with or without cause (unless the Articles of Incorporation
permits removal for cause only) by the holders of the shares entitled
to elect the Director or Directors whose removal is sought if 1) full
material disclosure is provided to all stockholders, 2) such meeting
follows the quorum, notice and record date requirements as required
for annual meetings of stockholders.

3.14 VACANCIES

    If a vacancy occurs on the Board, including a vacancy resulting
from an increase in the number of Directors, the Board may fill the
vacancy, or, if the Directors in office constitute fewer than a quorum
of the Board, they may fill the vacancy by the affirmative vote of
a majority of all the Directors in office.  The stockholders may fill a
vacancy only if there are no Directors in
office.  A Director elected to fill a vacancy shall serve only until the
next election of Directors by the stockholders.

3.15 EXECUTIVE AND OTHER COMMITTEES

    3.15.1 CREATION OF COMMITTEES

The Board,  by resolution adopted by the greater of a majority of the
Directors then in office and the number of Directors required to take
action in accordance with these Bylaws,  may create standing or
temporary committees, including an Executive Committee,  and
appoint members from its own number and invest such committees
with such powers as it may see fit, subject to such conditions as may
be prescribed by the Board,  the Articles of Incorporation, these
Bylaws and
applicable law.  Each committee must have one or more members, and
the Board may designate one or more Directors as alternate members
who may replace any absent or disqualified member at any
committee meeting, with all such members and alternate members to
serve at the pleasure of the Board.

    3.15.2 AUTHORITY OF COMMITTEES

Each Committee shall have and may exercise all the authority of the
Board to the extent provided in the resolution of the Board creating
the committee and any subsequent resolutions adopted in like
manner, except that no such committee shall have the authority to:
(i)  approve or adopt,  or recommend to the stockholders,  any action
or matter expressly required by the Articles of
Incorporation or the Nevada Private Corporations Law to be
submitted to stockholders for approval or (ii)  adopt,  amend or
repeal any bylaw of the corporation.

    3.15.3 MINUTES OF MEETINGS

    All committees shall keep regular minutes of their meetings and
shall cause them to be recorded in books kept for that purpose.

    3.15.4 REMOVAL

    The Board may remove any member of any committee elected or
appointed by it but only by the affirmative vote of the greater of a
majority of Directors then in office and the number of Directors
required to take action in accordance with these Bylaws.

 

3.16 COMPENSATION

    By Board resolution,  Directors and committee members may be
paid either expenses,  if any, of attendance at each Board or
committee meeting, or a fixed sum for attendance at each Board or
committee meeting, or a stated salary as Director or a committee
member,  or a combination of the foregoing.  No such payment shall
preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation
therefore.

SECTION 4.  OFFICERS

4.1 APPOINTMENT AND TERM

    The officers of the corporation shall be those officers appointed
from time to time by the Board or by any other officer empowered to
do so. The Board shall have sole power and authority to appoint
executive officers.  As used herein, the term “executive officer”
shall mean the President, the chief financial officer and any other
officer designated by the Board as an executive officer. The Board or
the President may appoint such other officers to hold office for such
period,  have such authority and perform such duties as may be
prescribed. The Board may delegate to any other officer the power to
appoint any subordinate officers and to prescribe their respective
terms of office, authority and duties.  Any two or more offices may
be held by the same person.  Unless an officer dies,  resigns or is
removed from office, he or she shall hold office until his or her
successor is appointed.

4.2 RESIGNATION

    Any officer may resign at any time by delivering written notice
to the corporation.  Any such resignation is effective upon delivery,
unless the notice of resignation specifies a later effective date,
and,  unless otherwise specified,  the acceptance of such resignation
shall not be necessary to make it effective.

4.3 REMOVAL

    Any officer may be removed by the Board at any time, with or
without cause. An officer or assistant officer, if appointed by another
officer, may be removed at any time,  with or without cause, by any
officer authorized to appoint such officer or assistant officer.

4.4 CONTRACT RIGHTS OF OFFICERS

    The appointment of an officer does not itself create contract
rights.

4.5 CHAIRMAN OF THE BOARD

    If appointed, the Chairman of the Board shall perform such duties
as shall be assigned to him or her by the Board from time to time, and
shall preside over meetings of the Board and stockholders unless
another officer is appointed or designated by the Board of
Chairman of such meetings.

4.6 PRESIDENT

    If appointed,  the President shall be the chief executive officer of
the corporation unless some other offices is to designated by the
Board, shall preside over meetings of the Board and stockholders in
the absence of a Chairman of the Board, and, subject to the Board’s
control, shall supervise and control all the assets,  business and
affairs of the corporation.  In general, the
President shall perform all duties incident to the office of President
and such other duties as are prescribed by the Board from time to
time.  If no Secretary has been appointed, the President shall have
responsibility for the preparation of minutes of meetings of the Board
and stockholders and for authentication of the records of the
corporation.

4.7 VICE PRESIDENT

    In the event of the death of the President or his or her inability to
act, the Vice President (or if there is more than one Vice
President, the Vice President who was designated by the Board as the
successor to the President, or if no Vice President is so designated, the
Vice President first elected to such office)  shall perform the duties of
the President, except as may be limited by resolution of the Board,
with all the powers of and subject to all the restrictions upon the
President.  Vice Presidents shall perform such other duties as from
time to time may be assigned to them by the President or by or at the
direction of the Board.

4.8 SECRETARY

    If appointed, the Secretary shall be responsible for preparation of
minutes of the meetings of the Board and stockholders, maintenance
of the corporation records and stock registers, and authentication of
the corporation’s records, and shall in general perform all duties
incident to the office of Secretary and such other duties as from
time to time may be assigned to him or her by the President or by or
at the direction of the Board.  In the absence of the Secretary,  an
Assistant Secretary may perform the duties of the Secretary.

4.9 TREASURER

    If appointed,  the Treasurer shall have charge and custody of
and be responsible for all funds and securities of the corporation,
receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys
in the name of the corporation in banks, trust companies or other
depositories selected in accordance with the provisions of these
Bylaws, and in general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned
to him or her by the President or by or at the direction of the Board.
In the absence of the Treasurer,  an Assistant Treasurer may perform
the duties of the Treasurer.

4.10 SALARIES

    The salaries of the officers shall be fixed from time to time by the
Board or by any person or persons to whom the Board has delegated
such authority.  No officer shall be prevented from receiving such
salary by reason of the fact that he or she is also a Director of the
corporation.

SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 CONTRACTS

    The Board may authorize any officer or officers, or agent or
agents, to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the corporation.  Such authority
may be general or confined to specific instances.

5.2 LOANS TO THE CORPORATION

    No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board.  Such authority may be general or
confined to specific instances.

5.3 CHECKS,  DRAFTS,  ETC.

    All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, or agent or
agents, of the corporation and in such manner as is from time to
time determined by resolution of the Board.

5.4 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 may
authorize.

SECTION 6.  CERTIFICATES FOR SHARES AND THEIR
TRANSFER

6.1 ISSUANCE OF SHARES

    No shares of the corporation shall be issued unless authorized
by the Board, or by a committee designated by the Board to the extent
such committee is empowered to do so.

6.2 CERTIFICATES FOR SHARES

    Certificates representing shares of the corporation shall be signed,
either manually or in facsimile,  by the President or any Vice
President and by the Treasurer or any Assistant Treasurer or the
Secretary or any Assistant Secretary and shall include on their face
written notice of any restrictions that may be imposed on the
transferability of such shares.  All certificates shall be
consecutively numbered or otherwise identified.

 

6.3 STOCK RECORDS

    The stock transfer books shall be kept at the principal office at
the corporation or at the office of the corporation’s transfer agent or
registrar. The name and address of each person to whom certificates
for shares are issued, together with the class and number of shares
represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the corporation.  The
person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all
purposes, except that shares that after transfer by the company are
subsequently transferred to third parties, and entered upon lists
maintained by the corporation?s transfer agent or by such other
institution that maintains lists of street or beneficial owners, shall,
upon notice by said agent or institutions, be deemed for the purpose of
voting to be owned by the designated third-party transferees.

6.4 RESTRICTION ON TRANSFER

    Except to the extent that the corporation has obtained an
opinion of counsel acceptable to the corporation that transfer
restrictions are not required under applicable securities laws, or has
otherwise satisfied itself that such transfer restrictions are not
required, all certificates representing shares of the corporation shall
bear a legend on the face of the certificate, or
on the reverse of the certificate if a reference to the legend is
contained on the face,  which reads substantially as follows:

    THE SECURITIES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED (THE “ACT”),  OR
APPLICABLE STATE SECURITIES LAWS,  AND NO
INTEREST MAY BE SOLD, DISTRIBUTED,  ASSIGNED,
OFFERED,  PLEDGED OR OTHERWISE TRANSFERRED
UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT
AND APPLICABLE STATE SECURITIES LAWS COVERING
ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,
(B) THIS CORPORAZTION RECEIVES AN OPINION OF LEGAL
COUNSEL FOR THE HOLDER OF THESE SECURITIES
SATISFACTORY TO THIS CORPORATION STATING THAT
SUCH TRANSACTION IS EXEMPT FROM REGISTRATION,
OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF
THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.

6.5 TRANSFER OF SHARES

    The transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation pursuant to authorization or
document of transfer made by the holder of record thereof or by
his or her legal representative,  who shall furnish proper evidence of
authority to transfer, or by his or her attorney-in-fact authorized by
power of attorney duly executed and
filed with the Secretary of the corporation.  All certificates
surrendered to the corporation for transfer shall be canceled and no
new certificate shall be issued until the former certificates for a like
number of shares shall have been surrendered and canceled.

6.6 LOST OR DESTROYED CERTIFICATES

    In the case of a lost, destroyed or damaged certificate, a new
certificate may be issued in its place upon such terms and indemnity
to the corporation as the Board may prescribe.

SECTION 7.  BOOKS AND RECORDS

    THE CORPORATION SHALL:

    (a)  Keep as permanent records minutes of all meetings of its
stockholders and the Board,  a record of all actions taken by the
stockholders or the Board without a meeting, and a record of all
actions taken by a committee of the Board exercising the authority
of the Board on behalf of the corporation.

    (b)  Maintain appropriate accounting records.

    (c)  Maintain a record of its stockholders,  in a form that
permits preparation of a list of the names and addresses of all
stockholders, in alphabetical order by class of shares showing the
number and class of shares held by each; provided, however, such
record may be maintained by an agent of the corporation.

    (d)  Maintain its records in written form or in another form
capable of conversion into written form within a reasonable time.

    (e)  Keep a copy of the following records at its principal
office:

      1.  the Articles of Incorporation and all amendments thereto
as currently in effect;
      2.  these Bylaws and all amendments thereto as currently in
effect;
      3.  the minutes of all meetings of stockholders and records of
all action taken by stockholders without a meeting, for the past three
years;
      4.  the corporation’s financial statements for the past three
years;
      5.  all written communications to stockholders generally
within the past three years;
      6. a list of the names and business addresses of the current
Directors and officers;  and
      7.  the most recent annual report delivered to the Nevada
Secretary of State.

SECTION 8.  ACCOUNTING YEAR

    The accounting year of the corporation shall end September 30,
provided that if a different accounting year is at any time selected by
the Board for purposes of federal income taxes, or any other purpose,
the accounting year shall be the year so selected.

SECTION 9.  SEAL

    The Board may provide for a corporate seal that shall consist of
the name of the corporation,  the state of its incorporation,  and the
year of its incorporation.

SECTION 10.  INDEMNIFICATION

10.1 RIGHT TO INDEMNIFICATION

    Each person who was,  is or is threatened to be made a party to
or is otherwise involved (including,  without limitation,  as a
witness)  in any threatened,  pending or completed action,  suit,
claim or proceeding, whether civil,  criminal, administrative or
investigative and whether formal or informal (hereinafter
“proceedings”),  by reason of the fact that he or she is or was a
Director or officer of the corporation or, that being or having been
such a Director or officer of the corporation,  he or she is or was
serving at the request of the corporation as a Director, officer, partner,
trustee, employee or agent of another corporation,  partnership,  joint
venture,  trust, employee benefit plan or other enterprise (hereafter an
“indemnitee”), whether the basis
of a proceeding is alleged action in an official capacity or in any
other capacity while serving as such a Director, officer, partner,
trustee, employee or agent, shall be indemnified and held harmless by
the corporation against all losses,  claims,  damages (compensatory,
exemplary,  punitive or otherwise), liabilities and expenses
(including attorneys’ fees, costs, judgments, fines,
ERISA excise taxes or penalties, amounts to be paid in settlement and
any other expenses)  actually and reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a Director
or officer of the Company or a Director, officer,  partner,  trustee,
employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise and
shall insure to the benefit of the indemnitee’s heirs,  executors
and administrators.  Except as provided in subsection 10.4 of this
Section with respect to proceedings seeking to enforce rights to
indemnification, the corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof)  initiated by such
indemnitee only if a proceeding (or part
thereof)  was authorized or ratified by the Board.  The right to
indemnification conferred in this Section shall be a contract right.

10.2 RESTRICTIONS ON INDEMNIFICATION

    No indemnification shall be provided to any such indemnitee for
acts or omissions of the indemnitee (a) if the indemnitee did not (i) act
in good faith and in a manner the indemnitee reasonably believed to
be in or not opposed to the best interests of the corporation, and (ii)
with respect to any criminal action or proceeding, have reasonable
cause to believe the indemnitee’s conduct was unlawful or (b) if the
corporation is otherwise prohibited by applicable law from paying
such indemnification.  Notwithstanding the foregoing, if Section
78.7502 or any successor provision of the Nevada Private
Corporations Law is hereafter amended,  the restrictions on
indemnification set forth in this subsection 10.2 shall be as set
forth in such amended statutory provision.

10.3 ADVANCEMENT OF EXPENSES

    The right to indemnification conferred in this Section shall
include the right to be paid by the corporation the expenses
reasonably incurred in defending any proceeding in advance of its
final disposition (hereinafter an “advancement of expenses”).  An
advancement of expenses shall be made upon delivery to the
corporation of an undertaking (hereinafter an “undertaking”), by
or on behalf of such indemnitee, to repay all amounts so advanced if
it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such indemnitee is not
entitled to be indemnified.

10.4 RIGHT OF INDEMNITEE TO BRING SUIT

    If a claim under subsection 10.1 or 10.3 of this Section is not
paid in full by the corporation within 60 days after a written claim
has been received by the corporation,  except in the case of a
claim for an advancement of expenses,  in which case the applicable
period shall be 20 days, the indemnitee may at any time thereafter
bring suit against the corporation to recover the unpaid amount of the
claim. If successful in whole or in part, in any such suit or in a suit
brought by the corporation to recover an advancement of expenses
pursuant to the terms of the undertaking, the indemnitee shall be
entitled to be paid also the expense of litigating such suit. The
indemnitee shall be presumed to be entitled to indemnification
under this Section upon submission of a written claim (and, in an
action brought to enforce a claim for an advancement of expenses,
when the required undertaking has been tendered to the corporation)
and thereafter the corporation shall have the burden of proof to
overcome the presumption that the indemnitee is so entitled.

10.5 NONEXCLUSIVITY OF RIGHTS

    The right to indemnification and the advancement of expenses
conferred in this Section shall not be exclusive of any other right that
any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation or Bylaws of the
corporation, general or specific action of the Board or stockholders,
contract or otherwise.

10.6 INSURANCE,  CONTRACTS AND FUNDING

    The corporation shall maintain insurance, at its expense, to protect
itself and any Director,  officer,  partner,  trustee,  employee or
agent of the corporation or another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against any
expense, liability or loss, whether or not the corporation would
have the authority or right to indemnify such person against such
expense,  liability or loss under the Nevada Private Corporations
Law or other law. The corporation may enter into contracts with any
Director, officer, partner,  trustee,  employee or agent of the
corporation in furtherance of the provisions of this section and may
create a trust fund, grant a security interest, or use other means
(including, without limitation, a letter
of credit)  to ensure the payment of such amounts as may be necessary
to effect indemnification as provided in this Section.

10.7 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF
THE CORPORATION

    In addition to the rights of indemnification set forth in subsection
10.1, the corporation may, by action of the Board, grant rights to
indemnification and advancement of expenses to employees and
agents or any class or group of employees and agents of the
corporation (a) with the same scope and effect as the provisions of
this Section with respect to indemnification and the
advancement of expenses of Directors and officers of the
corporation; (b) pursuant to rights granted or provided by the Nevada
Private Corporations Law; or (c)  as are otherwise consistent with
law.

10.8 PERSONS SERVING OTHER ENTITIES

    Any person who, while a Director or officer of the corporation, is
or was serving (a) as a Director, officer, employee or agent of another
corporation of which a majority of the shares entitled to vote in the
election of its directors is held by the corporation or (b) as a
partner, trustee or otherwise in an executive or management capacity
in a partnership,  joint venture, trust, employee benefit plan or other
enterprise of which the corporation or a majority owned subsidiary of
the corporation is a general partner or has a majority ownership shall
conclusively be deemed to be so serving at the request of the
corporation and entitled to indemnification and the advancement of
expenses under subsections 10.1 and 10.3 of this Section.

SECTION 11.  LIMITATION OF LIABILITY

    To the full extent that the Nevada Private Corporations Law, as
they exist on the date hereof or may hereafter be amended, permit
the limitation or elimination of the liability of any person who would
be considered an indemnitee under subsection 10.1 of Section 10, an
indemnitee of the Company shall not be liable to the Company or its
stockholders for monetary damages for conduct in the capacity based
upon which such person is considered an indemnitee.  Any
amendments to or repeal of this Section 11 shall not adversely affect
any right or protection of any indemnitee of the Company for or with
respect to any acts or omissions of such indemnitee occurring prior
to such amendment or repeal.

SECTION 12.  AMENDMENTS

    These Bylaws may be altered,  amended or repealed and new
Bylaws may be adopted by the Board, except that the Board may not
repeal or amend any Bylaw that the stockholders have expressly
provided, in amending or repealing such Bylaw,  may not be amended
or repealed by the Board.  The stockholders may also alter,  amend
and repeal these Bylaws or adopt new Bylaws.  All Bylaws made by
the Board may be amended, repealed, altered or modified by the
stockholders.

    The foregoing Bylaws were adopted by the Board on July 31, 2010.
                                          —-

                        /s/  Daniel H. Wolf
                              —————

                    Print Name:  Daniel H. Wolf, Esq.
                                    —————-
                    Title:    Chairman & Secretary pro tem
                                            —————-

 

Bylaws of Global 8 Environmental Technologies, Inc.   Page 24 of 24