Article I â€" OFFICES

SECTION 1. PRINCIPLE OFFICE AND AGENT

The corporation shall maintain a principle office in the State of ____[Name of State]_____ at the following address

___________[Principle Office Address]___________ .

The principle office may be changed by resolution of the board of directors and upon filing the required mandated by law.   A copy of this corporation’s Articles of Incorporation (or other formation-type document), the following by laws, minutes of meetings of both shareholders and directors, stock certificates, records of stock transfers and current stock holders, and other corporate records shall be maintained at the principle office.

SECTION 2.   REGISTERED OFFICE AND REGISTERED AGENT

The corporation shall maintain a registered office in the State of ____[Name of State]_____at the following address

_________[Registered Office Address]________.

SECTION 3.  OTHER OFFICES

The corporation may also have offices at other locations as deemed necessary by the Board of Directors or as the business of this corporation may require.

Article II â€" MEETINGS OF SHAREHOLDERS

SECTION 1.  LOCATION OF MEETINGS AND MEETING RECORDS

Meetings of shareholders shall be at the principle office address of the corporation or at any other location that the Board of Directors decides is appropriate.  Minutes of Annual or Special meetings must be taken by the Secretary or any other officer.  Such minutes of the meeting should be kept in the corporate record book.

 

SECTION 2. ANNUAL MEETINGS

The corporation shall hold an annual meeting of Shareholders. The annual meeting of shareholders shall be held each year at the corporation’s principle office at the following date and time
___Month/Date_____ at ___Time___ PM/AM, each year beginning in 20___,   unless the Board of Directors has designated another date, time and place in the Notice of Meeting or in a duly executed waiver of notice thereof.  The annual meeting of the Shareholders and Directors may be held out-of-state.  If the meeting date falls on a legal holiday, then the meeting shall be held on the next day at the same time. 

During the meeting of shareholders and directors, the directors shall review and explain the operating results of the corporation during the preceding year, the shareholders shall elect a board of directors, and other proper business of the corporation may be conducted. 

SECTION 3. FAILURE TO HOLD ANNUAL MEETINGS

The failure to hold the annual meeting of shareholders and directors will not cause the dissolution of the corporation.

SECTION 4. SPECIAL MEETINGS OF SHAREHOLDERS

Special meetings of shareholders may be called by Shareholders or Directors pursuant if allowed by this state’s relevant corporation statutes.  Special meetings may be called for any purpose or purposes relevant to the business of the corporation but need not be required for transactions in the normal course of this corporation’s business.  Meetings may be called by the President or Secretary or by written request from a majority of the Board of Directors.  Meetings may also be called in writing by the holders of TEN (10%) PERCENT or more shares entitled to vote at meetings. 

Special meetings called by Shareholders or by Directors may be held out-of-state.  If the meeting date falls on a legal holiday, then the meeting shall be held on the next day at the same time. 

SECTION 5 NOTICE OF MEETINGS

Notice of annual or special meetings, must be given in writing to all shareholders who are entitled to vote at such meeting. Notices must be in writing and should state the time, place, day, and hour of the meeting as well as the purpose or purposes of the meeting.  Notice may be delivered by the Secretary, or if no Secretary exists by a Director, President or the persons calling the meeting.  Notice may be delivered personally or by first-class mail or other means of written communication.  Notice must be delivered not less than FOURTEEN (14) days but no more than FIFTY (50) days before the date of the meeting.

SECTION 6. WAIVER OF NOTICE

A waiver of such notice may be executed at any time before or after such meeting. The waiver must either 1) include approval of the minutes of such meeting or 2) shall include a brief description of the general nature and purpose of the meeting and a brief description of the business discussed at the meeting.  Notice may be waived in writing if it is signed by the person entitled to receive such notice.

SECTION 7. VOTING LISTS

The Secretary or President shall make a list of the shareholders entitled to vote available at a reasonable time period before each meeting. In all instances the list of shareholders entitled to vote shall be made available at least FOURTEEN (14) days before each meeting of shareholders.  The list shall be arranged in alphabetical order according to the shareholders’ last name and shall include the last known address of each shareholder and the number of shares entitled to vote at the meeting.  This list shall be kept on file at the principle office of the corporation and is available for inspection at least FOURTEEN (14) days prior to the meeting and shall also be available for inspection at the time and place of the meeting. 

The failure to comply with any requirement set forth in Section 7 does not affect the validity of action taken at such meeting.

SECTION 8. RECORD DATE

To determine which shareholders are entitled to notice of meeting, are entitled to vote at any meeting, or entitled to a dividend payment, the Board of Directors shall set a record date.  The record date must be at least TEN (10) days but not more then THIRTY (30) days prior to such meeting.  If the Board of Directors does not establish a record date then the record date shall be the date that the notice of meeting is mailed or delivered.

SECTION 9. QUORUM AND VOTING

Quorum at a shareholder meeting shall be defined as a majority of shares entitled to vote, present in person or represented by proxy. A majority of shareholders shall constitute quorum at all meetings of the shareholders for the transaction of business, except as provided otherwise by the laws of the state where this corporation was formed.

If a quorum is not physically present or represented by proxy at a meeting of the shareholders an adjournment may be called by those shareholders present in person or represented by proxy. Such shareholders may adjourn the meeting until a quorum is present or represented by proxy.  Provided a quorum is present or represented, at the later adjourned meeting, any business which may have been transacted at the earlier meeting may be transacted at the subsequent meeting.

If a quorum is present at any meeting, the withdrawal of such shareholders after commencement shall not break quorum (or cause less than a quorum to be present) even if this does in fact leave less than a quorum.  This rule on quorum breaks shall have no effect if a different vote is required by law, by the Articles of Incorporation or similar formation document, or these By-Laws.

A shareholder who is entitled to vote at a meeting may cast ONE vote for EACH share held.  Unless the shareholder indicates otherwise it shall be assumed that the shareholder is voting all of their shares by casting an affirmative vote. 

Shareholders may use cumulative voting in the election of Directors, as long as such measure is permitted by law and not prohibited by the Articles of Incorporation or similar formation document.  In order for a shareholder to use cumulative voting, if allowed, the shareholder must state his or her intention to cumulate votes at the meeting.  When one shareholder has properly stated his or her intention to cumulate votes then other shareholders, present and entitled to vote at the meeting may also use cumulative voting.

The intention to cumulate votes must be made known after the candidates have been nominated but before actual voting has begun. 

Votes shall be cumulated by giving one candidate a number of votes equal to the number of shares held by the shareholder multiplied by the number of candidates for Director (i.e., shares held by shareholder x number of director candidates = number of cumulative shares).  The number of cumulative shares may also be distributed to any number of different Director candidates if the shareholder decides to allocate cumulative votes across Directors.  

SECTION 10. ACTION BY UNANIMOUS CONSENT

Shareholders may take any action permitted or required by law that can be taken at an annual meeting or special meeting, WITHOUT meeting if a consent is made in writing, clearly stating the action to be taken, and signed by ALL shareholders who are entitled to vote on such action.  Such written unanimous consent shall have the same effect as a unanimous shareholder vote at a meeting.   An exception to this rule shall be the election of directors.  Directors must be elected at physical shareholder meetings.

SECTION 11. SHAREHOLDER PROXY

Shareholders who are entitled to vote may allow another person or persons to act by proxy.  The proxy must be written and signed by the shareholder giving another person or persons the power to vote such shares.  The proxy is fully revocable at will, unless provided otherwise in the proxy instrument or by law.  The proxy shall be valid until it is revoked by the grantor (i.e., person granting the proxy to another), expires according to terms set forth in the proxy, or otherwise expires according to law.

The proxy instrument must be exhibited by the Secretary at the meeting and filed with the records of the corporation.

Article III - Directors

SECTION 1.  POWERS AND DUTIES OF DIRECTORS

The control and management of the business affairs, property and interests of the Corporation shall be the responsibility of the Board of Directors, subject to limitations imposed by law, the Articles of Incorporation (or similar formation document), or these By-Laws.

SECTION 2.  NUMBER OF DIRECTORS, ELECTION AND TERM OF OFFICE

The number of Directors of the corporation shall be _____[insert number]____.   The number of required Directors may be increased or decreased by amendment of these By-Laws.

A qualified Director need not be a shareholder.  A Director is elected by a majority of votes cast at a Shareholder’s meeting by Shareholder’s who are entitled to vote in the election.  Each director elected at an annual meeting shall hold office until the next annual meeting of Shareholders and a qualified successor has been elected, or the Director dies, resigns or is removed from office.

SECTION 3.  VACANCIES, RESIGNATION AND REMOVAL

A vacancy in the Board of Directors may be caused by death, resignation, removal or if the number of directors must increase by law or otherwise.  Such vacancy shall be filled for the remainder of the term by a majority vote of the remaining Directors, though less than a quorum at a regular or special meeting called by the Board of Directors for that purpose, unless the law requires such vacancy to be filled by a vote of shareholders.

A Director may resign by giving written notice to another Director, the President, or the Secretary.  The resignation will be effective at the time of receipt, unless it is indicated otherwise in the written notice. 

A Director may be removed, regardless of cause, and at any time by a vote of the holders of a majority of the outstanding shares entitled to vote at an election of Directors at a special meeting called by shareholders for the removal of one or more Directors.

SECTION 4. ANNUAL MEETINGS

The annual meeting of the Board of Directors shall be held immediately following the annual meeting of shareholders and in the same place. 

SECTION 5. SPECIAL MEETINGS

Special meetings may be called by the President or by one of the Directors, unless otherwise provided by law and may be held at such time and place as shall be determined by the Board of Directors.

SECTION 6. REGULAR MEETINGS

Regular meetings of the Board of Directors may be held at such time and place as shall be determined by the Board of Directors.

SECTION 7. NOTICE OF MEETINGS

Notice of special, regular or annual meetings shall be given to each director at least TEN (10) days prior to the scheduled meeting, unless a greater number of days notice is required by law.   The notice must state the time, date, and location of the meeting and the general nature of the business to be transacted or discussed. Such notice must be in writing and can be delivered personally, by mail, or other means of written communication to each Director at the Director’s address as indicated by the corporate records.
  
SECTION 8. WAIVER OF NOTICE

Notice of any meeting may be waived by a Director, at any time before, during or after such a meeting by signing a Waiver of Notice.  The attendance of a Director at any meeting shall constitute a waiver of notice for such meeting and a waiver of any objections to the meeting’s time, place, manner called, unless the Director states at the beginning of the meeting the objection to the transaction of any and all business on the ground or grounds that the meeting is not lawfully conveyed or called.

SECTION 9. APPOINTMENT OF CHAIRMAN OF THE BOARD

A Chairman of the Board may be elected by the majority of Board Members if they so desire.  If a Chairman of the Board is elected he/she shall preside over all meetings of the Directors. If a Chairman is not elected, or is not available at a particular meeting then the President or another Chairman may choose to preside in his/her absence.

SECTION 10. QUORUM OF DIRECTORS

At all meetings of the Board of Directors a majority of the entire Board of Directors shall constitute a quorum.

SECTION 11. ACT OF THE BOARD

Any act or action by the majority of the Directors present at a duly authorized and duly held meeting in which a quorum has been maintained, shall be considered an official action of the Board, unless otherwise provided by law.

SECTION 12. ADJOURNMENT OF MEETINGS

If a quorum of Directors is not present at any Director’s meeting such Directors may adjourn the meeting until a quorum is present. Provided a quorum is present or represented at the later adjourned meeting, any business which may have been transacted at the earlier meeting may be transacted at the subsequent meeting.

SECTION 13. ACTION BY UNANIMOUS CONSENT

Directors may take action without a meeting if such action is one that may be taken by the Board and the written consent of ALL Board members is obtained through a unanimous written consent form.   The consent from must be signed individually by all the members of the Board, in writing, and must set forth the action taken.  

SECTION 14. PLACE OF MEETINGS

Regular or special meetings of the Board of Directors may occur at any place designated in the Notice of Meeting.  If no place is contained in the Notice of Meeting then the regular or special meeting shall take place at the corporation’s principle office. Regular or special meetings may be held within or outside the state of incorporation.

Meetings may also take place through the use of conference telephone, live electronic direct video communication or other electronic means provided that all Board members can hear any and all interjections or discussions by any member or members all at the same time and is a reliable means of verifying that any Director at the telephone or electronic conference is the actual Director who is allowed to attend the meeting.

SECTION 15. COMPENSATION

Directors, in such capacity, shall not receive a salary for their services as Directors.  A Director may serve the board in another capacity (as an officer, for example) and receive compensation.  The Board may adopt by resolution a reasonable fixed sum and expenses for costs related to attendance at regular, annual or special meetings. 

SECTION 16.  VOTING OF DIRECTORS

A majority of the authorized number of directors shall constitute a quorum for the transaction of business.  An act approved by the majority of directors present at any meeting, in which such quorum has been obtain,  shall be considered an act of the Board of Directors.  

If at any time a quorum is not present or a quorum was not obtained at a Directors Meeting then the meeting shall be adjourned and a another meeting may be scheduled. 

Article IV â€" Officers

SECTION 1. NUMBER, ELECTION AND REQUIREMENTS

The officers of the Corporation shall include a President, a Secretary, a Treasurer, and such other officers, as the Board may deem necessary.  Unless otherwise prohibited by state law, one person may hold any number of officer positions.  Officers of the Corporation shall be elected by the Board at the annual meeting of the Board of Directors.  None of the officers is required to be a Director EXCEPT the President. 

SECTION 2. PRESIDENT

The president is the Chief Executive Officer of the Corporation and has general and active management responsibility over the business and affairs of the Corporation.  The President shall see that all orders and resolutions of the Board of Directors are carried into effect.  The President shall preside at all meetings of shareholders and all meetings of the Board of Directors and he is an ex-officio member of all standing committees, including any executive committees established or called by the Board. The President shall have control, supervision, and direction over the day-to-day business and affairs of the corporation and is vested with all the general powers and duties of management typically granted in such office.  The President shall also have such powers and duties as may from time to time be prescribed by the Board of Directors or the By-Laws.

SECTION 3. SECRETARY

The Secretary of the Corporation shall keep and maintain a book of minutes of all meeting of Directors and Shareholders.  The minutes shall include the time and place of the meeting, the type of meeting whether regular, annual or special, the names of those present, the number of shares held by each shareholder in attendance and business transacted at such meeting.  The Secretary shall give or cause notice to be given of all meetings of Shareholders and Directors.  The Secretary shall prepare a list of shareholders for inspection before meetings of the Shareholders and such list shall be made available for inspection at the meetings of the shareholders, unless this task has been performed by the President.

The Secretary shall keep at the principle office of the corporation a copy of these By-Laws, signed and certified by the Secretary. The Secretary shall keep in safe custody and control the seal of the Corporation. In absence of the Secretary all meetings of Shareholder and Directors shall be recorded by such person designated by the President.

SECTION 4. TREASURER

The Treasurer shall have custody of corporate funds and securities. The Treasurer shall keep accurate, adequate, and correct books and records of receipts, disbursements and other transactions of the Corporation. 

The Treasurer will be responsible for signing checks, making disbursements, or signing of other financial documents.  He or she shall adequately render to the President and Directors, whenever requested, an account of all transactions as Treasurer, the financial condition of the corporation or any indices relevant to the financial condition of the corporation.  The corporation may require the signature of both the President and Treasurer or the treasurer and other corporate officers for valid checks, drafts or draws on corporate accounts.

SECTION 5. TERM, RESIGNATION AND REMOVAL

Officers shall hold their positions until the next annual meeting of the Board and a qualified successor has been elected, or the Officer dies, resigns or is removed from office. 

An Officer may resign at any time by giving written notice to a member of the Board of Directors, the President, or the Secretary.  The resignation will be effective at the time of receipt, unless it is indicated otherwise in the written notice.  Acceptance of such resignation is not required to make it effective.

All Officers serve at the pleasure of the Board of Directors.  Any officer may be removed at any time, either with or without cause, by a majority vote of the Board of Directors.

SECTION 6. VACANCIES

A vacancy in any officer position may be filled by another person, for the remainder of the term, by a majority vote of the Board.

SECTION 7. DUTIES OF OFFICERS

All officers shall have duties which generally accompany their individual officer positions, including such powers and duties which may be determined by the Board.

SECTION 8. DELEGATION OF DUTIES

The Board may delegate the powers and duties of an Officer to another Officer or any other Director in event of an absence, disability or for any other reason deemed sufficient by the Board of Directors. 

Article V â€" Committees

The Board may establish by resolution one or more executive committees.  Such committees may investigate, review, and report on certain areas of corporate business.  All Committee shall have decision-making authority that is limited by the resolution or resolution creating the committee or committees, these By-Laws, and state law.

Article VI â€" Indemnity  of Officers, Directors and Insurance

Any and all Directors or Officers of the Corporation shall be indemnified by the Corporation to the fullest extent allowable by law.  The Board may, by resolution, purchase and maintain insurance on behalf of any and all Directors or Officers for protection against any liability which has arisen due to the Director or Officers actions in their official capacity or liability arising from the general affairs of the corporation
Article VII â€" Liability of Officers and Directors

Any and all Directors or Officers of the Corporation shall not be liable to the Corporation or Shareholders of the Corporation for a breach of duty UNLESS such breach involves unfair dealing, disloyalty, self-dealing, bad faith to the Corporation or the Shareholders.

Article VIII â€" Corporate Books, Records and Reports

SECTION 1. CORPORATE RECORDS

As indicated in Article I, Section 1 of these By laws, a copy of this corporation’s Articles of Incorporation (or other formation-type document), the following by laws, minutes of meetings of both shareholders and directors, stock certificates, records of stock transfers and current stock holders, and other corporate records shall be maintained at the principle office.

SECTION 2. INSPECTION OF CORPORATE RECORDS

The corporate records (as described in Article VIII, Section 1) shall be made available to shareholders and directors after a request for inspection has been made. The request may be in writing or an oral request.  Within a reasonable time period after such request is made (3 to 7) days the corporate records shall be made available at the principle office of the corporation.   The cost of duplication shall be borne by the corporation.

SECTION 3.  ANNUAL REPORTING

The corporation shall comply with annual reporting requirements set forth by state law or federal law.  The corporation shall submit annual reports to the Secretary of State or similar regulatory agency, if mandated by law.  Reports may be made available to shareholders a request for such report is made by a shareholder or such disclosure is required by law.

Article IX â€" Stock Shares

SECTION 1.  STOCK CERTIFICATES

Shareholders of the corporation shall be entitled to receive a certificate of stock which signifies the number of shares owned.   The corporation shall adopt the form of the certificate.  The certificates shall be numbered consecutively.  The issuance of certificates shall be entered into the books of the corporation.   Certificates shall include the following information: the name of the holder, the type or class of shares represented, and any applicable transfer restrictions.

SECTION 2. STOCK TRANSFERS, AND LEDGER RECORDS

Stock transfers shall only occur if the holder of the stock certificate or their authorized attorney surrender to the corporation a fully endorsed certificate.  The corporation shall keep and maintain records of stock sales and transfers on the stock ledger of the corporation.  Such records shall be kept at the principle office of the corporation.

SECTION 3.  PAYMENT FOR SHARES

Shares of stock may only be issued for cash and services actually received, promissory notes, or contracts for future services, unless otherwise limited by state law. 

SECTION 4. STOCK TRANSFER RESTRICTIONS

The corporation may adopt stock transfers restrictions and stock re-purchase or ‘buy back’ agreements.  Stock transfer restrictions and ‘buy back’ agreements shall bind current and future owners of stock. These provisions shall apply to the extent that they are not limited by state law or Federal law.

Article XI â€" Corporate Seal

The Board of Directors may use a corporate seal.  The validity of corporate documents shall not affected by the failure to affix such seal to the document.  The Board may adopt or modify such seal by resolution.
Article XII â€" Fiscal Year of Corporation

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Article XIII â€" Amendment of By-Laws

SECTION 1. AMENDMENT BY SHAREHOLDERS

These By-Laws may be altered, amended, or repealed by an affirmative vote by the majority of all OUTSTANDING shareholders entitled to vote, unless otherwise limited by law.

SECTIION 2. AMENDMENT BY DIRECTORS

These By-Laws may be altered, amended, or repealed by official Board Action as described in Article III, Section 11, unless otherwise limited by law.

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the By-Laws of the Corporation and such laws were duly adopted by the Board of Directors on:

Date: ____________________________, 20______.

Signature__________________________________________
                                               Secretary