Corporate Bylaws

BYLAWS

OF

[COMPANY NAME]

A [STATE] Corporation

SECTION I

Name, Purpose, and Offices

1.1 Name. The name of the Corporation is [COMPANY NAME].

1.2 Purpose. The purpose of the Corporation is to engage in [BUSINESS PURPOSE], and any other lawful business for which corporations may be organized under the laws of the State of [STATE].

1.3 Principal Office. The principal office of the Corporation shall be located at [ADDRESS], or at such other place as the Board of Directors may from time to time designate.

1.4 Registered Agent. The registered agent of the Corporation in the State of [STATE] shall be [REGISTERED AGENT], located at [AGENT ADDRESS].

1.5 Other Offices. The Corporation may have additional offices at such places as the Board of Directors may from time to time determine.

1.6 Fiscal Year. The fiscal year of the Corporation shall end on [MONTH DAY] of each year.

SECTION II

Shareholders

2.1 Annual Meeting. The annual meeting of the shareholders shall be held on [DATE] of each year, or on such other date as the Board of Directors may designate, for the purpose of electing directors and transacting such other business as may properly come before the meeting.

2.2 Special Meetings. Special meetings of the shareholders may be called by:

(a) The Board of Directors;

(b) The [TO BE COMPLETED] of the Corporation; or

(c) Holders of not less than [TO BE COMPLETED]% of the shares entitled to vote at such meeting.

2.3 Place of Meetings. Meetings of shareholders may be held at the principal office of the Corporation, at any place within or outside the State of [STATE] designated by the Board of Directors, or by means of remote communication as permitted by law.

2.4 Notice of Meetings. Written notice stating the place, day, and hour of the meeting, and in case of a special meeting the purpose thereof, shall be given not less than [TO BE COMPLETED] nor more than [TO BE COMPLETED] days before the date of the meeting to each shareholder entitled to vote.

2.5 Waiver of Notice. A shareholder may waive notice of any meeting before, at, or after the meeting. Attendance at a meeting shall constitute a waiver of notice, unless the shareholder attends solely to object to the meeting's lawfulness.

2.6 Record Date. The Board of Directors may fix a record date for determining shareholders entitled to notice of or to vote at any meeting, which date shall not be more than seventy (70) days before the meeting.

2.7 Quorum. The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Once a quorum is present, the shareholders present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

2.8 Voting. Each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless otherwise provided in the Articles of Incorporation.

2.9 Majority Vote. When a quorum is present, the affirmative vote of the majority of shares represented and entitled to vote shall be the act of the shareholders, unless a greater vote is required by law, the Articles of Incorporation, or these Bylaws.

2.10 Proxies. Every shareholder entitled to vote may authorize another person to act for such shareholder by proxy. A proxy shall be filed with the Secretary before or at the time of the meeting. No proxy shall be valid after [TO BE COMPLETED] months from its date unless otherwise provided in the proxy.

2.11 Action Without Meeting. Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all shareholders entitled to vote on the action.

2.12 Shareholder List. The officer or agent having charge of the stock transfer books shall prepare, at least [TO BE COMPLETED] days before each meeting of shareholders, a complete list of shareholders entitled to vote at the meeting, arranged in alphabetical order and showing the address and number of shares held by each shareholder.

SECTION III

Board of Directors

3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all powers of the Corporation and do all lawful acts not prohibited by law, the Articles of Incorporation, or these Bylaws.

3.2 Number. The Board of Directors shall consist of not fewer than [TO BE COMPLETED] nor more than [TO BE COMPLETED] directors. The exact number shall be fixed from time to time by resolution of the Board. The initial directors are:

[TO BE COMPLETED]. [TO BE COMPLETED]

3.3 Election and Term. Directors shall be elected at the annual meeting of shareholders and shall hold office until the next annual meeting or until their successors are elected and qualified.

3.4 Vacancies. Any vacancy occurring on the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall hold office until the next annual meeting of shareholders.

3.5 Removal. Any director may be removed, with or without cause, by the affirmative vote of shareholders holding a majority of the shares entitled to vote at an election of directors.

3.6 Resignation. A director may resign at any time by giving written notice to the Corporation. Such resignation shall take effect upon receipt or at such later time as specified therein.

3.7 Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board may from time to time determine. Notice of regular meetings need not be given if the time and place have been fixed by the Board.

3.8 Special Meetings. Special meetings of the Board of Directors may be called by the [TO BE COMPLETED] or by any [TO BE COMPLETED] directors. Notice of special meetings shall be given at least [TO BE COMPLETED] days before the meeting, stating the date, time, and place of the meeting.

3.9 Quorum. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless a greater number is required by law, the Articles of Incorporation, or these Bylaws.

3.10 Participation by Remote Communication. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at the meeting.

3.11 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all directors entitled to vote on the action.

3.12 Compensation. Directors shall receive such compensation for their services as may be fixed by the Board of Directors. Directors may also be reimbursed for their expenses of attendance at meetings.

SECTION IV

Committees of the Board

4.1 Establishment. The Board of Directors, by resolution adopted by a majority of the full Board, may designate one or more committees, each consisting of two or more directors.

4.2 Authority. Each committee shall have and may exercise such authority as the Board may delegate, except that no committee may:

(a) Authorize or approve distributions, except as provided by law;

(b) Approve or propose to shareholders any action required by law to be approved by shareholders;

(c) Fill vacancies on the Board of Directors or any committee;

(d) Amend the Articles of Incorporation;

(e) Adopt, amend, or repeal these Bylaws;

(f) Approve a plan of merger or share exchange.

4.3 Procedure. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. Committee meetings may be conducted under the same rules as Board meetings.

SECTION V

Officers

5.1 Officers. The officers of the Corporation shall consist of a [TO BE COMPLETED], a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time elect or appoint. Any two or more offices may be held by the same person.

5.2 Election and Term. Officers shall be elected by the Board of Directors at its first meeting after each annual meeting of shareholders. Each officer shall hold office until a successor is elected and qualified or until the officer's earlier death, resignation, or removal.

5.3 Removal. Any officer may be removed by the Board of Directors at any time, with or without cause.

5.4 Resignation. An officer may resign at any time by giving written notice to the Corporation. Such resignation shall take effect upon receipt or at such later time as specified therein.

5.5 Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

5.6 Compensation. The compensation of officers shall be fixed from time to time by the Board of Directors.

5.7 [TO BE COMPLETED]. The [TO BE COMPLETED] shall:

(a) Have general supervision, direction, and control of the business and affairs of the Corporation;

(b) Preside at all meetings of the shareholders and the Board of Directors;

(c) Execute contracts, deeds, mortgages, bonds, and other instruments on behalf of the Corporation; and

(d) Perform all duties incident to the office of [TO BE COMPLETED] and such other duties as the Board may assign.

5.8 Secretary. The Secretary shall:

(a) Keep the minutes of all meetings of the shareholders, Board of Directors, and committees;

(b) Maintain the corporate records and seal;

(c) Give and serve all notices required by law or these Bylaws;

(d) Authenticate records of the Corporation;

(e) Maintain the stock transfer books and records; and

(f) Perform all duties incident to the office of Secretary and such other duties as the Board may assign.

5.9 Treasurer. The Treasurer shall:

(a) Have charge and custody of all funds and securities of the Corporation;

(b) Receive and deposit all monies in the name of the Corporation;

(c) Disburse funds as directed by the Board, taking proper vouchers;

(d) Keep accurate books of account and financial records; and

(e) Perform all duties incident to the office of Treasurer and such other duties as the Board may assign.

SECTION VI

Capital Stock

6.1 Authorized Shares. The Corporation is authorized to issue [TO BE COMPLETED] shares, consisting of:

6.2 Certificates.

6.3 Transfer of Shares. Shares of stock shall be transferable on the books of the Corporation only upon surrender of the certificate (if certificated) and compliance with applicable law and any transfer restrictions.

6.4 Lost Certificates. The Corporation may issue a new certificate in place of any certificate alleged to have been lost, stolen, or destroyed, upon such terms and indemnity as the Board may require.

6.5 Record Holders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to such shares.

SECTION VII

Dividends and Distributions

7.1 Declaration. The Board of Directors may, from time to time, declare and the Corporation may pay dividends on its outstanding shares in cash, property, or shares of the Corporation, subject to law and the Articles of Incorporation.

7.2 Record Date. The Board of Directors may fix a record date for determining shareholders entitled to receive any dividend or distribution. Such record date shall not be more than seventy (70) days prior to the date fixed for the payment thereof.

7.3 Form of Payment. Dividends may be paid in cash, property, or shares of the Corporation's capital stock.

7.4 Restrictions. No dividend or distribution shall be declared or paid if, after giving effect thereto, the Corporation would not be able to pay its debts as they become due in the usual course of business, or the Corporation's total assets would be less than the sum of its total liabilities.

SECTION VIII

Indemnification and Advancement of Expenses

8.1 Indemnification. The Corporation shall indemnify, to the fullest extent permitted by law, any person who was or is a party to any proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation, against all expenses, liabilities, and losses reasonably incurred or suffered.

8.2 Advancement of Expenses. The Corporation shall advance expenses incurred by a director, officer, employee, or agent in defending any proceeding in advance of the final disposition thereof, upon receipt of an undertaking to repay such amounts if it is ultimately determined that such person is not entitled to indemnification.

8.3 Non-Exclusivity. The rights to indemnification and advancement of expenses shall not be exclusive of any other rights to which any person may be entitled under any law, agreement, vote of shareholders or disinterested directors, or otherwise.

8.4 Insurance. The Corporation may purchase and maintain insurance on behalf of any person against any liability asserted against such person, whether or not the Corporation would have the power to indemnify such person against such liability.

SECTION IX

Books and Records

9.1 Required Records. The Corporation shall keep at its principal office:

(a) Minutes of all meetings of shareholders, the Board of Directors, and committees;

(b) A record of all actions taken by the shareholders, Board of Directors, or committees without a meeting;

(c) Accurate accounting records;

(d) A record of the names and addresses of all shareholders, the number and class of shares held by each, and the dates when they became shareholders;

(e) The Articles of Incorporation, as amended, and these Bylaws, as amended; and

(f) All written communications to shareholders generally within the past three years.

9.2 Inspection Rights. Any shareholder may inspect and copy the books and records of the Corporation for any proper purpose, upon written demand stating the purpose, during regular business hours at the Corporation's principal office.

9.3 Financial Statements. Upon written request, the Corporation shall mail to any shareholder its most recent annual financial statements, which may be consolidated or combined statements of the Corporation and its subsidiaries.

SECTION X

Corporate Seal

10.1 Seal. The Corporation shall not have a corporate seal. The absence of a seal shall not affect the validity of any instrument executed on behalf of the Corporation.

SECTION XI

Contracts, Loans, Checks, and Deposits

11.1 Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute any instrument on behalf of the Corporation. Such authority may be general or confined to specific instances.

11.2 Loans. No loans shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors.

11.3 Checks and Drafts. All checks, drafts, or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, as determined by the Board of Directors.

11.4 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.