Veridigm (VRGD) 8-K Entry into a Material Definitive Agreement

BYLAWS
WINEVIN INTERNATIONAL INC
BYLAWS
January 27th2006
TABLE OF CONTENTS
ARTICLE 1.			1
Section	1.1	Annual Meetings.	1
Section	1.2	Special Meetings.	1
Section	1.3	Notice.	1
Section	1.4	Waiver of Notice.	1
Section	1.5	Voting	2
Section	1.6	Quorum, Vote Required	2
Section	1.7	Adjourned Meeting	2
Section	1.8	Action Without Meeting.	2
ARTICLE 2.			2
Section	2.1	Powers of Directors	2
Section	2.2	Number and Election of Directors	3
Section	2.3	Vacancies	3
Section	2.4	Terms of Directors	3
Section	2.5	Removal of Directors	3
Section	2.6	Annual Meeting	3
Section	2.7	Regular Meetings	3
Section	2.8	Special Meetings	4
Section	2.9	Telephonic Meetings	4
Section	2.10	Waiver of Notice.	4
Section	2.11	Quorum	4
Section	2.12	Voting	4
Section	2.13	Action Without Meeting	4
Section	2.14	Committees	5

Section	2.15	Chairman of the Board	6
ARTICLE 3.			6
Section	3.1	Composition	6
Section	3.2	Chief Executive Officer	6
Section	3.3	President	6
Section	3.4	Vice President	6
Section	3.5	Secretary	6
Section	3.6	Treasurer	7
Section	3.7	Removal	7
ARTICLE 4.			7
Section	4.1	Certificates	8
Section	4.2	Transfer Agent and Registrar	8
Section	4.3	Transfer	8
Section	4.4	Necessity for Registration	8
Section	4.5	Fixing Record Date	8
Section	4.6	Record Date for Adjourned Meeting	8
Section	4.7	Lost Certificates	8
ARTICLE 5.			9
ARTICLE 6.			9

ARTICLE 1.

SHAREHOLDER MEETINGS

MEETINGS

Section 1.1Annual Meetings. Unless the Board of Directors selects another time, date
and place, the annual meeting of the shareholders will be held at 10:00 a.m. on the third
Thursday in May each year at the principal office of the Corporation. At the meeting, the
shareholders will elect a Board of Directors and transact other business as needed.

Section 1.2Special Meetings. A special meeting may be called at any time by the
President, by the Board of Directors, or by the President or the Chairman of the Board of
Directors upon written demand by the holders of a majority of the outstanding shares entitled to
vote on the matter to be considered at the special meeting. The business to be conducted at a
special meeting shall be limited to the matters set forth in the notice of the meeting.

NOTICE

Section 1.3Notice. The President or Secretary shall cause written notice of meetings
to be sent, at least ten (10) days and no more than sixty (60) days prior to a meeting, to each
shareholder of record entitled to vote at the meeting. The notice will Nevada the date, time and
place of the meeting and, for a special meeting, the matter(s) to be considered.

Notice sent by mail will be considered delivered when it is deposited in the United
Nevadas Mail with postage prepaid and addressed to the shareholder at the address appearing on
the current shareholder records.

Section 1.4Waiver of Notice. A shareholder may waive any required notice or any
objection based on defective notice by:

signing a written waiver, identifying the meeting for which the waiver
applies and delivering it to the Corporation. Any written waiver shall
be included in the minutes of the meeting.

attending the meeting and not objecting at the beginning to holding the
meeting.

attending the meeting and not objecting to consideration of a specific
matter because it is not within the purposes of the meeting notice.

VOTING

Section 1.5Voting. Unless the Certificate of Incorporation provides otherwise, each
shareholder is entitled to one vote for each share of common stock entitled to vote on the matter
being considered. Shares may be cast in person or by proxy.

Section 1.6Quorum, Vote Required. A quorum is present when a majority of the
shares outstanding and entitled to vote on a matter are represented at the meeting in person or by
proxy. If a quorum is present, an action is approved if more votes are cast in favor than cast in
opposition, unless a greater number of votes is required by the “NEVADA” General Corporation
Law or the Certificate of Incorporation.

Section 1.7Adjourned Meeting. A majority of votes represented at a meeting of
shareholders, even if not a quorum, may adjourn the meeting to a different time, date, or place.
No further notice of the adjourned meeting is required if the new time, date, and place is
announced at the meeting prior to adjournment and the new meeting date is within one hundred
twenty (120) days from the original meeting.

Section 1.8Action Without Meeting. Shareholders may take action without a meeting
so long as all of the shareholders entitled to vote on the matter sign a written consent and deliver
it to the Corporation for inclusion in the minutes or filing with the corporate records. The action
is effective when the last shareholder signs the consent, unless a later effective date is specified.
A consent signed under this section has the effect of a meeting vote and may be described as
such.

The record date for determining which shareholders are entitled to take action is the date
the first shareholder signs the consent unless another date is set by the Board of Directors. If the
“NEVADA” General Corporation Law requires that notice of a proposed action be given to
nonvoting shareholders and the action is to be taken by unanimous consent, then a minimum of
ten (10) days written notice of the proposed action will be given to nonvoting shareholders.

ARTICLE 2.

BOARD OF DIRECTORS

ELECTION, VACANCY, REMOVAL

Section 2.1 Powers of Directors. The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors. All corporate powers shall be exercised
by or under the direction of the Board of Directors.

Specifically, the Board of Directors will have the power to determine net earnings, the
amount needed for working capital, and dividends. Such determinations by the Board of
Directors will be final and conclusive.

The Board of Directors may designate one or more officers of the Corporation who will
have the power to sign all documents executed by the Corporation. In the absence of a
designation, the President is so designated.

Section 2.2 Number and Election of Directors. The Board of Directors will consist of
at least One and no more than 5 directors. The Board of Directors will establish the number of
directors within this range from time to time. A decrease in the number of directors will not
shorten the term of any incumbent director. At each annual meeting, the shareholders will elect
directors by a plurality of votes.

Section 2.3 Vacancies. The Board of Directors may fill any vacancy occurring in the
Board of Directors. If the remaining directors do not constitute a quorum, the vacancy may be
filled by a vote of a majority of the remaining directors.

Section 2.4 Terms of Directors. Each director will hold office until the next annual
meeting of shareholders subject to prior death, resignation or removal. A director elected to fill a
vacancy will serve until the next shareholder’s meeting at which directors are elected subject to
prior death, resignation or removal. A director continues to serve, even if the director’s term
ends, until a successor is elected, the number of directors is reduced or the director is removed.

Section 2.5 Removal of Directors. Unless otherwise provided by the Certificate of
Incorporation, the majority holders may remove any officer (s) or director (s) from office, with
or without cause. A director (s) may be removed at a Board meeting called for that purpose.

MEETINGS, NOTICE

Section 2.6 Annual Meeting. The Board of Directors will hold an annual meting
without notice immediately after the annual meeting of shareholders. The Board of Directors
may also designate another time for the annual meeting but must provide notice of a special
meeting. The annual meeting will be held at the principal office of the Corporation unless the
Board of Directors selects another location.

Section 2.7 Regular Meetings. The Board of Directors may resolve to have regular
meetings. No notice is required for regular meetings unless the Board of Directors chooses to
require notice.

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Section 2.8 Special Meetings. Special meetings of the Board of Directors may be
called by the President, the Chief Executive Officer or any member of the Board of Directors.

Section 2.9 Emergency Meetings. Emergency meetings of the Board of Directors
may be called by the Convertible Debenture Holders only.

Notice must be given to each director by mail, oral or written notice, at least four (4)
hours prior to the special meeting or emergency meeting. Notice by email or fax, or mail must
be first class mail (postage prepaid), addressed to the director at the director's address appearing
on the Corporation’s records and must be sent prior to the meeting.

No notice is required for a Emergency meeting if all members of the Board of Directors
are present and consent to a meeting. Notice of a Emergency meeting need not Nevada a
purpose.

Section 2.9 Telephonic Meetings. The Board of Directors may permit all directors to
participate in a meeting by conference telephone call so long as all of the directors can hear each
other at the same time. Participation in such a meeting is the same as presence in person at the
meeting. Verbal agreements are taken as confirmed in Telephonic meetings.

WAIVER OF NOTICE

Section 2.10 Waiver of Notice. A director may waive any required notice by:

signing a written waiver, specifying the meeting for which notice is
waived and delivering it to the Corporation. Any written waiver shall be
included in the minutes of the meeting.

attending the meeting, unless the director either (i) objects to holding the
meeting at the beginning of the meeting or promptly upon the director’s
arrival or (ii) objects to transacting business at the meeting and then does
not vote for any action taken at the meeting.

VOTING

Section 2.11 Quorum. A majority of the number of directors that has been established
pursuant to Section 2.2 of these Bylaws will constitute a quorum. For example, if the number of
directors has been set at eight, a quorum is five directors, even if one or more director positions
are vacant.

Section 2.12 Voting. If a quorum is present when an action is taken, it is approved by
the vote of a majority of those present, unless the Certificate of Incorporation or these Bylaws
provide otherwise.

Section 2.13 Action Without Meeting. The Board of Directors may take action without
a meeting if a written consent(s) describing the action taken is signed by each director and
included in the minutes and corporate records. The action is effective when the last director
signs the consent, unless the consent specifies a later effective date. A consent under this section

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is the same as an action approved by the Board of Directors at a meeting and may be described
as such.

COMMITTEES, CHAIRMAN

Section 2.14 Committees. The Board of Directors may designate one or more
committees, each of which must consist of one or more directors. Each committee will have
powers and perform duties as delegated by the Board of Directors, except that no committee will
have the authority to:

approve any distributions to shareholders, except as permitted below;

amend the Certificate of Incorporation, except as permitted below;

adopt a plan of merger;

recommend to the shareholders the disposition of all or substantially all the assets
of the Corporation other than in the ordinary course of its business;

recommend to the shareholders voluntary dissolution of the Corporation or that
dissolution be revoked;

approve or propose actions required to be approved by the shareholders;

approve a plan of merger which does not require shareholder approval;

authorize any reacquisition of shares of the Corporation, except in accordance
with a formula prescribed by the Board of Directors;

authorize or approve the issuance, sale or contract for sale of shares of the
Corporation's stock except (i) as to a predetermined maximum number of shares
under the express authority of the Board of Directors or (ii) pursuant to a stock
compensation plan under the express authority of the Board of Directors.

determine the designation and relative rights, preferences and limitations of
shares, unless the Board of Directors has set a maximum number of shares and
expressly delegated this authority to the committee;

amend the Bylaws for the Corporation; or

fill vacancies on the Board of Directors or on any of its committees; or

take any other action which the “NEVADA” Revised Statutes prohibits a
committee of a board of directors to take.

The provisions of Sections 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12 and 2.13 of the Bylaws will
also apply to all committees of the Board of Directors. Each committee will keep written records

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of its activities. Each committee will report any action taken to the Board of Directors at the
next Board meeting. The Board may then ratify, revise or alter such action, but no rights or acts
of third parties will be affected by the Board’s action.

Section 2.15 Chairman of the Board. The Board of Directors shall elect one non
director to be Chairman of the Board of Directors. The Chairman will advise and consult with
the Board of Directors and the officers of the Corporation to determine corporate policies. The
Chairman will preside at all Board of Directors and shareholder meetings, and will perform other
functions designated by the Board of Directors.

ARTICLE 3.

OFFICERS

Section. 3.1 Composition. The officers of this Corporation must include a President
and a Secretary. The officers may also include a separate Chief Executive Officer, one or more
Vice President(s) and a Treasurer. The Board of Directors will elect the officers of the
Corporation at its annual meeting and appoint other officers, assistant officers and agents as
appropriate. Any vacancies may be filled by the Board of Directors. Each officer will hold his
or her office until the next annual meeting of the Board of Directors or until the election of a
successor, subject to prior death, resignation or removal.

Section 3.2 Chief Executive Officer. The Board of Directors may designate an officer
or the Chairman of the Board of Directors to serve as the Chief Executive Officer. The Chief
Executive Officer will be responsible for implementing the policies of the Corporation as
Nevadad by the Board of Directors and will have general supervisory responsibility over the
affairs of the Corporation. Unless otherwise provided by the Board of Directors, the Chief
Executive Officer will have the authority to hire and fire employees and to take action as
appropriate to implement the policies of the Board of Directors.

Section 3.3 President. If there is no Chief Executive Officer, the President will have
all the responsibilities set forth in Section 3.2 and may be referred to as the Chief Executive
Officer. The President may sign any documents that require the signature of the President. The
President will have responsibilities delegated by the Chief Executive Officer or Board of
Directors. The President may preside at Board of Directors and shareholder meetings if the
Chairman of the Board of Directors is either absent or requests that the President preside. Upon
the death, resignation or removal of the President, the Board of Directors may appoint another
person to serve as "acting" President until the office is filled by the Board of Directors. Unless
otherwise provided, an "acting" President will have all responsibilities of the President.

Section 3.4 Vice President. A Vice President will have the responsibilities delegated
by the Board of Directors, the Chief Executive Officer or the President. If there is more than one
Vice President, the Board of Directors may designate the order of seniority and/or the areas of
responsibility of the Vice Presidents. A Vice President (or if more than one, the Vice Presidents
in order of seniority and/or area of responsibility) will have all of the powers and perform all of
the duties of the President if the President is unavailable.

Section 3.5 Secretary. The Secretary will keep all the records of the Corporation
unless called upon to transfer such records to another party. The Secretary will give notice of
meetings and will perform other duties as prescribed by the Board of Directors.

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Section 3.6 Treasurer. The Treasurer will be responsible for depositing, monitoring
and investing all funds of the Corporation. The Treasurer will keep accurate books and will
make reports of financial transactions to the Board of Directors. The Treasurer will also perform
such other duties as may be prescribed by the Board of Directors. The Board of Directors may
delegate the duties of the Treasurer to a Vice President, Finance or a Chief Financial Officer.

Section 3.7 Removal. The directors may remove any officer from office with or
without cause. Removal will not impair any contract rights of (i) the officer removed, (ii) the
Corporation or (iii) of any other person or entity.

ARTICLE 4.

SECURITIES

Section 4.1 Certificates. All stock of this Corporation will be represented by
certificates signed by (i) the President or a Vice President and (ii) the Secretary or an Assistant
Secretary, and may be sealed with the seal or a copy of the seal of the Corporation.

Section 4.2 Transfer Agent and Registrar. The Board of Directors may appoint a
Transfer Agent(s) and Registrar(s) for stock of the Corporation. The signatures of the President
or a Vice President and the Secretary or an Assistant Secretary upon a certificate may be copies
if the certificate has the original signature of a Transfer Agent, or is registered by a Registrar.

Section 4.3 Transfer. Title to a stock certificate in this Corporation can be transferred
in only two ways: (i) by delivery of the certificate endorsed by the owner of the stock being
transferred or (ii) by delivery of the certificate and a separate document containing a written
assignment of the certificate or a power of attorney to transfer the certificate, signed by the
owner.

Section 4.4 Necessity for Registration. Until a stock transfer is registered in the
Corporation’s transfer books, the Corporation may treat the registered owner of the stock as the
person entitled to vote the stock; to receive notices; to receive payment of interest; to receive
payment of any dividend whether paid in cash or any other form; and to otherwise enjoy any
rights of an owner.

Section 4.5 Fixing Record Date. The Board of Directors may fix a record date for the
purpose of determining the registered owners of stock who are entitled to:

notice of any meeting of the shareholders or an adjournment;
vote on any matter;
receive payment of any dividend or distribution, whether paid in cash or in
any other form;
otherwise enjoy any rights of an owner;

or for any other proper purpose. The record date must not be more than sixty (60) days prior to
the date for the particular action to be taken. If the action is a meeting or vote of shareholders,
then the record date shall not be less than ten (10) days prior to the meeting or vote. If no record
date is established by the Board of Directors, the record date shall be the close of business on the
date next preceding the date on which notice of the meeting is given, or, if notice is waived, at
the close of business on the date next preceding the day on which the meeting is held.

Section 4.6 Record Date for Adjourned Meeting. If a meeting is adjourned, the record
date determining shareholders entitled to notice of or to vote at a meeting will remain effective.
The Board of Directors may, however, fix a new record date. If a meeting is adjourned to a date
more than one hundred twenty (120) days after the original date then the Board of Directors shall
fix a new record date.

Section 4.7 Lost Certificates. In case of a lost stock certificate, a duplicate certificate
may be issued in its place under the direction of the Board of Directors.

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ARTICLE 5.

AMENDMENTS

Unless otherwise provided in the Certificate of Incorporation, the Board of Directors may
amend or repeal the Bylaws of the Corporation at any meeting, subject to amendment or repeal by
the shareholders. Notice of the proposed change must be included in the notice for the meeting
unless notice is waived pursuant to Section 2.10.

ARTICLE 6.

SEVERABILITY

If any provision of these Bylaws is found to be invalid, the validity of the remaining
provisions will not be affected.

ADOPTED by the Board of Directors of the Corporation as of Thursday, March 27, 2008

SEALED

President
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