The Solvis Group

Bylaws
ARTICLE I - SHAREHOLDER'S MEETINGS

Section 1. TIME. An annual meeting for the election of directors and for the transaction of any other proper business, and any special meeting, shall be held on the date and at the time as the Board of Directors shall, from time to time, determine.

Section 2. PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the Directors may, from time to time, determine. Whenever the Directors shall fail to determine such place, the meetings shall be held at the principal executive office of the Corporation.

Section 3. CALL. Annual meetings may be called by the Directors, by the Chairman of the Board, the Chief Executive Officer, the Secretary, or by any officer instructed by the Directors to call the meeting. Special meetings may be called in like manner and by the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting being called.

Section 4. PURPOSE. The Annual Meeting of the stockholder of this Corporation shall be held for the purpose of electing a Board of Directors for the ensuing year by the stockholders of the Corporation; and the stockholders shall transact such other business as shall properly come before them.

Section 5. NOTICE. A notice setting of the time and place of such Annual Meeting shall be mailed, postage prepaid, to each of the stockholders of record, at his address, and as the same appears on the stock book of the Company, or if no such address appears, at his last know place of business, at least ten (10) days prior to the annual meeting.

Section 6. QUORUM, PROXIES. A majority of the stock issued and outstanding, either in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders. Each stockholder shall be entitled to one vote for each share of stock in his own name on the books of the Company, whether represented in person or by proxy.

If a quorum not be present at the Annual Meeting, the stockholders present in person or by proxy may adjourn to such future time as shall be agreed upon by them, and notice of such adjournment shall be mailed, postage prepaid, to each stockholder at least ten (10) days before such adjourned meeting; but, if a quorum be present, they may adjourn from day to day as they see fit, and no notice of such adjournment need be given. All proxies shall be in writing and signed.

Section 7. Special Meetings. Special meetings of the stockholders may be called at any time by the Chairman of the Board, the Chief Executive Officer, a majority of the Board of Directors, or by the holder of a majority of shares of the capital stock of the Corporation. The Secretary shall mail a notice of such meeting called to each stockholder of the Company, at least ten (10) days before such meeting, and such notice shall state the time and place of the meeting, and the object thereof. No business shall be transacted at a special meeting except as stated in the notice sent to the stockholders, unless by unanimous consent of all stockholders present, either in person or by proxy, all such stock being represented at the meeting.

ARTICLE II - STOCK

Section 1. Stock Certificates. Certificates of stock shall be in a form adopted by the Board of Directors and shall be signed by the Chief Executive Officer and Secretary of the Corporation. All certificates shall be consecutively numbered; the name of the person owning the shares represented thereby, with the number of such shares and the date of issue shall be entered on the Company's books. All certificates of stock transferred by endorsement thereon shall be surrendered by cancellation, and new certificates issued to the purchaser or assignee.

Section 2. SHAREHOLDER’S RIGHT TO CERTIFICATE. Every holder of shares in the corporation shall be entitled to a certificate certifying the number of shares and the class or series of shares owned by him. However, no certificates shall be issued in fractional amounts or for partially-paid shares.

Section 3. EXCHANGE OF CERTIFICATES. If the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any reason, in the discretion of the Board of Directors, to cancel any outstanding certificate for shares and issue a new certificate conforming to the rights of the holder, the Board may order any holders of outstanding certificates to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board.

Section 4. REPLACEMENT OF CERTIFICATES. No new certificate shall be issued until the former certificate for the shares represented has been surrendered and canceled. However, if the certificate is lost, stolen, or destroyed, the corporation shall, if so requested by the shareholder, issue a new certificate, provided it has received no notice that the certificate has been acquired by a bona fide purchaser, but it may require the giving of a bond, undertaking, or other adequate security sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft, or destruction of the certificate or the issuance of the new certificate.

Section 5. TRANSFER OF SHARES. Shares of the corporation may be transferred by endorsement by the signature of the owner, the owner’s authorized agent, attorney, or legal representative, and the delivery of the certificate; but a transfer is not valid, except as to the parties to the transfer, until it is entered on the books of the corporation so as to show the names of the parties by whom and to whom transferred, the number of the certificate, and the number or designation of the shares and the date of the transfer, and until the old certificate is surrendered to the corporation and canceled.

Section 6. ALTERNATIVE SYSTEM IN LIEU OF CERTIFICATE. Notwithstanding the provisions of this Article II, the corporation may adopt a system of issuance, recordation, and transfer of its shares by electronic or other means not involving any issuance of certificates, if the system has been approved by the Securities and Exchange Commission.

ARTICLE III - DIRECTORS

Section 1. Board of Directors. A Board of Directors, consisting of at least three (3) and no more than nine (9) persons shall be chosen annually by the stockholders at their annual meeting to manage the affairs of the Company, except that, in case all the shares of the Corporation are owned beneficially and of record by either one or two stockholders, the number of Directors may be less than three (3) but not less than the number of stockholders. The Board may also elect interim additional directors who they deem are needed not to exceed the limitations herein.

Section 2. Term. The Directors' term of office shall be one (1) year, and Directors may be elected for successive annual terms. In the absence of an Annual Meeting, Directors shall serve until the next election of Directors at the next Annual Meeting of Shareholder.

Section 3. Vacancies. Vacancies on the Board of Directors by reason of death, resignation, or other causes shall be filled by the remaining Director or Directors, choosing a Director or Directors to fill the unexpired term. The Board of Directors may elect to leave seats vacant until the next Annual Meeting at their option.

Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held at from time-to-time, but no less than six (6) times per year. at such time or place as the Board of Directors shall, by resolution appoint.

Section 5. Special Meetings. Special meetings may be called by the Chief Executive Officer, or any Director, giving ten (10) days' notice to each Director. Special meetings may also be called by execution of the appropriate waiver of notice and called when executed by a majority of the Directors of the Company.

Section 6. Quorum. A majority of the Directors shall constitute a quorum at regular and special meetings of the Board of Directors.

Section 7. Notice. For both regular and special meetings, the Secretary shall issue three (3) days’ notice to each of the Directors of the date, time, and place of the meeting. Such notice may be delivered in writing by mail, facsimile, or electronic transmission (e-mail). Notice may also be given to directors at a regular or special meeting as to the date, time, and place of the next meeting, which shall be recorded in the minutes.

Section 8. WAIVER OF NOTICE. Notice need not be given to any director who signs, before or after the meeting, either a waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting, or who attends the meeting without protesting the lack of notice before or at the commencement of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting to which they pertain.

Section 9. Chairman. The Board of Directors shall elect, by majority vote, a Chairman, who shall preside at all meetings of the Board of Directors and Shareholders.

Section 10. GENERAL DUTIES. The Directors shall have the general management and control of the business and affairs of the Company and shall exercise all the powers that may be exercised or performed by the Corporation, under the statutes, the certificates of incorporation, and the Bylaws. Such management will be by equal vote of each member of the Board of Directors, with each board member having an equal vote.

Section 11. RESOLUTIONS. A resolution, in writing, signed by all members of the Board of Directors, shall constitute action by the Board of Directors to the effect therein expressed, with the same force and effect as though such resolution had been passed at a duly convened meeting; and it shall be the duty of the Secretary to record every such resolution in the Minute Book of the Corporation under its proper date.

Section 12. EXECUTING OF INSTRUMENTS. The Board of Directors may, at its discretion, determine the method and by resolution the signatory officer or officers, or other person or persons to execute any corporate instrument or document, or to sign the corporate name without limitation, except as otherwise provided by law, and that execution or signature shall be binding on the corporation.

Section 13. CONDUCT OF MEETINGS. The Chairman or, in the Chairman’s absence, any director selected by the directors present, shall preside at the meetings of the Board of Directors. The Secretary of the corporation or, in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board. Board members may participate at board meetings by conference telephone, electronic video screen communication, or other communications equipment, whenever the Board authorizes this type of participation by adopting a resolution.

Participation in a meeting through the use of electronic communications equipment pursuant to this section constitutes presence in person at the meeting provided that all participants can communicate with all other participants concurrently.

Section 14. COMPENSATION. Directors shall receive compensation for their services and reimbursement for their expenses as shall be determined from time-to-time by resolution of the Board.

Section 15. COMMITTEES. The Board of Directors shall have three (3) standing committees: Audit, Compensation, and Governance. The Board of Directors may organize any other committees it deems suitable to manage the affairs of the Corporation. The members of any such committee shall be elected from its own number. The Audit and Compensation Committees shall be governed by Charters adopted by the Board of Directors setting forth the Policy of said committees.

1.Audit Committee. The Board of Directors shall elect from its own number an Audit Committee, which shall consist of no less than two (2) Directors. Regardless of the number of Directors elected to the Audit Committee, at least two (2) members shall be independent as defined by the rules of the Securities and Exchange Commission. The Audit Committee shall act in accordance with the rules of the Securities and Exchange Commission, including selection and management of the Corporation's independent accountants.

2.Compensation Committee. The Board of Directors shall elect from its own number a Compensation Committee, which shall consist of no less than two (2) Directors. At least two (2) members shall be independent as defined by the rules of the Securities and Exchange Commission. The Compensation Committee shall be responsible for recommending to the Board of Directors the compensation for all corporate officers.

3.Governance. The Board of Directors shall elect from its own number a Governance Committee, which shall consist of no less than two (2) Directors. The Governance Committee shall be responsible for proper governance of the corporation pursuant its Articles and Bylaws. The Governance Committee shall also be responsible for the nomination of Directors to be placed on the ballot for election of directors by the shareholders of the corporation at its annual meeting.

ARTICLE IV - OFFICERS

Section 1. The officers of this Company shall consist of a Chief Executive Officer, who shall also be its President, one or more Vice Presidents, Secretary, Treasurer, Resident Agent, and such other officers as shall, from time to time, be elected or appointed by the Board of Directors. The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient and perform such duties as shall be determined, from time to time, by the Board of Directors.

1.The CHIEF EXECUTIVE (who may also hold the title of President) shall preside at all meetings of the Directors and the stockholders (if there is no Chairman). He shall sign or countersign all stock certificates, contracts, and other instruments of the corporation as authorized by the Board of Directors, and shall perform all such other duties as are incident to his office, or are required by him by the Board of Directors.

2.Any VICE PRESIDENT, who is specifically designated as a corporate officer shall have such powers and such duties as may be assigned to him, from time to time, by the Chief Executive and/or the Board of Directors.

3.The CHIEF FINANCIAL OFFICER shall receive and have custody of all funds and securities of the corporation; keep and maintain adequate and correct books and records of accounts and of the corporation’s assets and liabilities; and shall perform any other duties that may be assigned from time-to-time by the Board or the Chief Executive Officer.

4.The SECRETARY shall issue notices for all meetings as required by the Bylaws, shall keep a record of the minutes of the proceedings of the meetings of the stockholders and Directors, shall have charge of the Corporate books, and shall make such reports, and perform such other duties as are incident to his office, or properly required of him by the Board of Directors. He shall be responsible that the corporation complies with Section 78-105 of the Nevada Corporation Law, and supplies to the Nevada Resident Agent or Principal Office in Nevada, any and all amendments to the Corporation's Articles of Incorporation and any and all amendments or changes to the Bylaws of the Corporation. In compliance with Section 78-105, he will also supply to the Nevada Resident Agent or Principal Office in Nevada, and maintain, a current statement settling out the name of the custodian of the stock ledger, or duplicate stock ledger, and the present and complete Post Office address, including street and number, if any, where such stock ledger or duplicate stock ledger specified in the section is kept.

5.The TREASURER, shall have the custody of all monies and securities of the Corporation, and shall keep regular books of account. He shall disburse the funds of the Corporation in payment of the just demands against the Corporation, or as may be ordered by the Board of Directors, making proper vouchers for such disbursements, and shall render to the Board of Directors, from time to time, as may be required of him, an account of all his transactions as Treasurer, and of the financial condition of the Corporation. He shall perform all duties incident to his office, or which are properly required of him by the Board of Directors.

6.The RESIDENT AGENT shall be in charge of the Corporation's registered office in the State of Nevada, upon whom process against the Corporation may be served, and shall perform all duties required of him by statute.

Section 2. COMPENSATION. The salaries of all officers shall be fixed by the Board of Directors, and may be changed from time to time by a majority vote of the Board.

ARTICLE V - INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Corporation shall indemnify any and all of its Directors or Officers, or former Directors or Officers, or any person who may have served at its request as a Director or Officer of another corporation in which it owns shares of capital stock, or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been Directors or Officers, or a Director or Officers of the Corporation, or of such other corporation, except, in relation to matters as to which any such Director or Officer, or former Director or Officer, or person, shall be adjudged in such action, suits, or proceedings, to be liable for negligence or misconduct, in the performance of duty. Such indemnification shall not be deemed exclusive of any others' rights to which those indemnified may be entitled, under Bylaw, agreement, vote of stockholders, or otherwise.

ARTICLE VI - AMENDMENTS

Section 1. BY SHAREHOLDERS. Any of these Bylaws may be amended by majority vote of the stockholders at any annual meeting, or at any special meeting called for that purpose.

Section 2. BY THE BOARD OF DIRECTORS. The Board of Directors may amend the Bylaws or adopt additional Bylaws, but shall not alter or repeal any Bylaws adopted by the stockholders of the Company.