(Draft of March 8, 2003)

Introduction

These Bylaws are the Bylaws of the Silicon Valley Overland Robotics Association, an unincorporated California mutual benefit association.

ARTICLE I -- Board of Directors

Section 1 - General Powers.

The business and affairs of this Association shall be vested in and exercised by the Association's Board of Directors. Subject to the limitations expressed below, the Board may delegate the management of the activities of the Association to any person or persons, or committee, provided that notwithstanding any such delegation the activities and affairs of the Association shall continue to be managed and all corporate powers shall continue to be exercised under the ultimate direction of the Board.

Section 2 - Number of Directors

The Association shall begin operations with two founding directors as listed in the Articles of Association.

The Board of Directors may, by a 2/3 vote, add additional directors, or delete director positions.

Section 3 - Term of Office.

The term of office of a director shall be four years. Directors may be re-elected.

Section 4 - Removal of Directors and Filling Vacancies on the Board of Directors.

Any director may resign, which resignation shall be effective on giving written notice to the Board of Directors.

Any vacancy in a director position may be filled by a majority vote of the Board of Directors.

A director may be removed from office prior to expiration of his or her term by a 2/3 majority of the Board of Directors.

ARTICLE II -- Board Meetings

Section 1 - General

Regular meetings shall be held at the principal office of the Association, or any other place mutually acceptable to the Directors.

Any meeting, regular or special, may be held by conference telephone or similar communication equipment.

Special meetings of the Board of Directors for any purpose may be called at any time by the president, or any two members of the Board.

Meetings shall be noticed to all officers and members of the Board of Directors by telephone or E-mail.

A majority of the Board members shall constitute a quorum.

Section 2 - Duties and powers of the Board

The directors shall have the power to:

(a) Exercise all powers vested in the Board under the laws of the State of California.

(b) Appoint and remove all officers of other Association employees; prescribe any powers and duties for such persons that are consistent with law, the Articles of Incorporation and these Bylaws; and fix their compensation.

(c) Appoint such agents and employ such other employees, including attorneys and accountants, as it sees fit to assist in the operation of the Association, and to fix their duties and to establish their compensation.

(d) Adopt and establish rules and regulations governing the affairs and activities of the Association, and take such steps as it deems necessary for the enforcement of such rules and regulation.

(e) Enforce all applicable provisions of the Bylaws.

(f) Contract for and pay premiums for insurance and bonds (including indemnity bonds) which may be required from time to time by the Association.

(g) Pay all taxes, and charges which are or would become a lien on any portion of the Association's properties.

(h) Open bank accounts on behalf of the Association and designate the signatories to such bank accounts.

(i) Delegate its duties and powers hereunder to the officers of the Association or to committees established by the Board, subject to the limitations expressed in section 1 of article VII hereof.

(j) Prepare budgets and maintain a full set of books and records showing the financial condition of the affairs of the Association in a manner consistent with generally accepted accounting principles, and at no greater than annual intervals prepare an annual financial report, a copy of which shall be delivered to each Director.

(k) Appoint such committees and make such special appointments as it deems necessary from time to time in connection with the affairs of the Association in accordance with article VI hereof.

(l) Bring and defend actions on behalf of the Association so long as the action is pertinent to the operations of the Association. Section 2. Limitations on Powers.

Section 3 -- Self-dealing transactions

(a) Self-Dealing Transactions. Notwithstanding the powers conferred on the Board pursuant to Section 1 above and article IV, section 1 hereof, this Association shall not engage in any transaction which meets the definition of a "self-dealing transaction" as defined in section 5233 of the Nonprofit Corporation Law unless the transaction has been approved by one of the means specified in subparagraph (d) of said section 5233.

(b) Transactions Between Corporations Having Common Directorships. This Association shall not enter into a contract or transaction with any other corporation, association or entity in which one or more of the Association's directors are directors unless the material facts as to the transaction and the director's common directorship are fully known or disclosed to the Board and either

(i) the Board approves, authorizes, or ratifies any such contract or transaction in good faith and by a vote sufficient without counting the vote of the common directors; or

(ii) it is established that the contract or transaction is just and reasonable as to the Association at the time it is authorized, approved or ratified.

(c) Loans to Directors or Officers. This Association shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless the transaction is first approved by the California Attorney General. This provision shall not apply to any reasonable advance on account of expenses anticipated to be incurred in the performance of the director's or officer's duties.

ARTICLE III -- Officers

The officers of the Association shall be a president, a vice-president, and, a secretary/treasurer. One person may hold the offices of vice president and secretary/treasurer.

ARTICLE IV -- Dues and Finances

Section 1 - Checks and bank accounts

All checks or demands for money and notes of the Association exceeding $5,000.00 shall be signed by the president and the Secretary/Treasurer, or by such other two officers or persons as the Board of Directors may from time to time designate.

All checks and notes of the Association for $5,000.00 or less shall be signed by the President or Secretary/Treasurer.

ARTICLE V -- Indemnification

Section 1. Indemnification of Corporate Agents.

To the fullest extent permitted by law, this Association shall have the power to indemnify its directors, officers, employees, and other affiliated persons, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that section, and including an action by or in the right of the Association, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this bylaw, shall have the same meaning as in Section 5238(a) of the California Nonprofit Corporation Law.

Section 2. Approval of Indemnity.

On written request to the Board of Directors by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Nonprofit Corporation Law, the Board shall promptly determine under Section 5238(e) of the California Nonprofit Corporation Law whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification.

Section 3. Advances of Expenses.

To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these bylaws in defending any proceeding covered by those sections shall be advanced by the Association before final disposition of the proceeding, on receipt by the Association of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Association for those expenses.

Section 4. Insurance.

The Association shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director's, employee's, or agent's status as such.

ARTICLE VI Miscellaneous

Section 1. Inspection of Books and Records.

In accordance with section 6344 of the California Nonprofit Corporation Law, every director shall have an absolute right at any reasonable time to inspect all books, records, documents and minutes of the Association and the physical properties owned by the Association. The right of inspection by a director includes the right to make extracts and copies of documents.

Section 2. Amendment or Repeal of Bylaws and Articles.

Except as otherwise expressly provided herein, these Bylaws or the Articles of Incorporation may only be amended or repealed, and new Bylaws or Articles of Incorporation adopted by the affirmative vote or written ballot of a 2/3 majority of the Board.

Section 3. Annual Statement of General Information.

As and when required by section 6210 of the California Nonprofit Corporation Law, the Association shall file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the chief executive officer, secretary and chief financial officer, the street address of its principal office in this state, together with a designation of the agent of the Association for the purpose of service of process.

Section 4. Gifts.

The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purpose of the Association.