BYLAWS of

GOLDEN COMPANY (the Corporation)

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ARTICLE 4

Board of Directors (Board or Directors)

4.1 Powers: All affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authorities granted by these Bylaws, and the Articles of Incorporation expressly conferred upon it, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Shareholders.

4.2 Number and tenure: The Board shall consist of 9 members. Directors need not be Shareholders or Officers. Directors shall be elected for a term of three years, and shall hold office until their successors are elected and qualified.

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4.4 Vacancy: In the event of a vacancy on the Board, the remaining Directors shall appoint a new Director to fill the vacancy. Each new Director so chosen will hold office until the next annual meeting of the Shareholders. At such meeting, the Shareholders shall either affirm the Board's appointment or appoint a different Director.

4.5 Removal: Any Director may be removed by the holders of a majority of the shares then entitled to vote at a special meeting of the Shareholders called for that purpose.

4.6 Committees: The Board may designate one or more committees. Each committee shall consist entirely of one or more Directors.

4.7 Regular meetings: Regular meetings of the Board, or any committee, may be held without notice at the registered office of the Corporation or at such place or places as the Board, or such committee, may designate.

4.8 Special meetings: Special meetings of the Board may be held at any place and time and may be called by the Chairman of the Board, any two or more Directors, or any Officer named in Article 5, paragraph 5.1.

ARTICLE 5

Officers

5.1 Designations: The Officers of the Corporation shall be a President, Vice-President, Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer, and General Counsel.

5.2 Appointments: The Officers will be appointed by the Board at the first meeting of the Directors or as soon thereafter as possible, if Officers have not already been appointed. The Board shall appoint such other officers and agents as they shall deem necessary or expedient.

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Adopted by resolution of the Corporation's Board of Directors on this 1st day of January, 20XX. Signed below by the Chairman of the Board on behalf of all Directors.

Limon Roy

Chairman

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Review the Bylaws of Golden Company (". . ." indicates omitted paragraphs). For each action below, cite the relevant paragraph in the bylaws. Input the paragraph number (for example, 4.1) in the Paragraph column. Then use the option list provided in the Compliance column to indicate whether the action complies with the bylaws.

Action	Paragraph	Compliance
1. Limon Roy appointed the new chief financial officer.
2. A majority of officers voted to remove Philip Paul.
3. A director vacated her position prior to the annual meeting of the shareholders. The remaining directors unanimously decided to not appoint a director to fill the vacant position and will instead let the shareholders appoint the director at the next annual shareholder meeting.
4. The Board established a risk committee that consists of Limon Roy, Michael Lee, Kim Durant, and Tony McGill.
5. The Board held a regular meeting without giving notice.