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BY-LAWS OF [_CORPORATION_] ARTICLE I. OFFICERS Section 1 The officers of [_CORPORATION_] shall be a President, Vice President, Secretary and Treasurer. The Board of Directors may combine the offices of Secretary and Treasurer in a single person, in which case this person shall be referred to as the Secretary-Treasurer of the corporation. The officers shall be elected annually by the Board of Directors at the first meeting following the annual meeting of shareholders. Officers may serve as Directors and Directors may serve as officers. The compensation of the officers shall be fixed by the Board of Directors and the duties of the officers shall be as follows: President: The President shall be the chief executive officer of the Corporation. He shall preside at all meetings of the shareholders and directors and have general and active management of the business of the corporation. Vice-President: In the absence of the President, his duties shall devolve upon the Vice-President. Secretary: The Secretary shall give notice of and attend all meetings of the Board of Directors and all meetings of the shareholders and shall keep minutes of all proceedings and records of all votes. He shall have custody of the corporate seal, if any. Treasurer: The Treasurer shall have charge of all funds of the Corporation and of its disbursements under the direction of the Board of Directors and shall keep records of all receipts and disbursements. Section 2: The Board may appoint such other officers and agents as it shall deem necessary, and fix their terms, duties and powers. Section 3: The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. If any office becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the entire Board of Directors. Section 4: In the event that an officer is absent or disabled for a prolonged period, or for any other reason that the Board may deem sufficient, the Board may by majority vote delegate any of the powers or duties of such office to any other officer or to any director. ARTICLE II BOARD OF DIRECTORS Section 1: The Board of Directors shall be responsible for the control and management of the affairs, property, and interests of the Corporation, and may exercise all powers of the Corporation, except as otherwise provided by law or in the articles of incorporation. Section 2: Regular meetings of the Board of Directors shall be held at such time, frequency, and place as the directors may determine. Notice of any special meeting shall not be required to be given to any director who attends such a meeting with protesting prior thereto or at its commencement the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given. Section 3: Indemnity. The corporation shall indemnify and hold harmless each director and officer now or hereafter serving the Corporation from and against any and all claims and liabilities to which he may be or become subject by reason of his now or hereafter being or having heretofore been a director or officer of the Corporation and/or by reason of his alleged acts or omissions as such director or officer, whether or not he continues to be such officer or director at the time when any such claim or liability is asserted. The Corporation shall reimburse each such director and officer for all legal and other expenses reasonably incurred by him in connection with defending any or all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable settlements made before final adjudication with the approval of the Board of Directors, whether or not he continues to be such director or officer at the time such expenses are incurred. Provided, however, that no director or officer shall be indemnified against any claim or liability arising out of his own negligence or willful misconduct, nor shall he be indemnified against or reimbursed for any expenses incurred in defending any or all such claims or liability or in settling the same unless, in the judgment of the directors of the Corporation, the director or officer against whom such claim or liability is asserted has not been guilty of negligence or willful misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which a director or officer may be entitled as a matter of law. Section 4: Vacancies. Any vacancy in the Board of Directors shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum. Section 5: Removal. Any director may be removed for cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of the Corporation at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board. Section 6: Telephone Meeting. The Board of Directors may meet by telephone conference call or similar means of communication, as set forth in R.S. 12:81C(10). ARTICLE III COMMITTEES Section 1: The President may appoint such committees as he deems necessary, subject to the approval of the Board of Directors. Section 2: The chairman of each committee shall make a written report to the Board of Directors whenever requested by the Board. ARTICLE IV STOCKHOLDERS MEETINGS Section 1: The annual meeting of the Corporation shall be held at the registered office of the corporation on [_Meeting_Date_] , or if such date is a legal holiday, the first date thereafter that is not a legal holiday. Section 2: Special meetings of the Corporation may be called at any time by the President, or at the request, in writing to the President, of a majority of the Board of Directors. Section 3: Immediately following the adjournment of the annual meeting of the Corporation, the newly-elected directors shall meet at the same location. Section 4: Not less than five days prior to any meeting of the Corporation, a notice of such meeting shall be mailed to each shareholder at his last known post office address. The notice for any special meeting shall state the purpose of the meeting. Such notice may be waived in writing. Section 5: At any meeting of the shareholders, each shareholder shall have one vote for each share of stock having voting power that is registered in his name on the books of the Corporation, except where the transfer books of the Corporation shall have been closed or a date shall have been fixed as a date of record for the determination of shareholders entitled to vote. Stockholders may vote by written proxy, as provided by R.S. 12:75C. ARTICLE V CERTIFICATES OF STOCK The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder's name and number of shares and shall be signed by the President or Vice President and the Secretary or Secretary-Treasurer. ARTICLE VI LOSS OF CERTIFICATE Any person claiming that a certificate of stock has been lost or destroyed shall make an affidavit or affirmation of that fact, and the Board of Directors may require an indemnity bond in an amount fixed by the Board. ARTICLE VII SALES AND OTHER TRANSFERS OF STOCK Section 1: No stock in this Corporation shall be transferred to any person not already a shareholder of this Corporation unless the stock shall have been first offered for sale to the corporation, and, if the corporation shall fail or refuse to accept the offer, to each of the other shareholders of this Corporation. The offeree shall have an option to purchase the stock to be transferred at the following price: At the same price and on the same terms and conditions as the offeror shall have been offered by a third person at arm's length, acting in good faith. The offer shall be in writing and shall set forth the price and terms on which the stock is offered. It shall be sent by registered mail to the President and Secretary of the Corporation and to each shareholder at the address listed on the corporation books. The right to transfer stock shall not exist until the corporation and all existing shareholders either refuse in writing the offer so made, or until they fail for a period of thirty (30) days after receipt of the written offer to accept it by compliance with the terms therein set forth. Section 2: Should the corporation be unable or unwilling for any reason to exercise its option as granted above, the option may be exercised by such shareholders as desire to exercise it, in the proportions in which these shareholders hold stock in the corporation. Section 3: After the expiration of the option period, no transfer at a price less than has been offered to the corporation and other shareholders, or on terms and conditions varying from those stated in the letter notifying the corporation and the shareholders of the proposal to transfer, shall be valid until the right shall have been offered to the corporation and the shareholders to purchase the stock proposed to be transferred at the precise price and on the precise terms and conditions which were offered to or by the shareholder who proposes to transfer his stock. Section 4: This right of first refusal shall not apply to a transfer on death or a gift of the stock of a shareholder to his spouse or linear descendants. No sale, mortgage, pledge, conveyance, transfer, seizure, donation, sale under legal process or attachment or by virtue of any pledge of hypothecation, and no other disposal of stock of any nature whatsoever shall have any effect as related to the corporation or its shareholders, nor shall it be valid in any fashion until the option period above shall have expired. Section 5: The Corporation may waive its option to purchase by majority vote of the Board of Directors. Any shareholder may waive the option to purchase prior to or at the time of any specific offer of stock, or for any and all offers, by executing a written waiver in form specified by and acceptable to the Corporation. Section 6: The shareholders in this corporation may make agreements, either in by-laws or by a shareholder agreement, among themselves relative to the purchase, among themselves, of the stock of this corporation in the event of death, insanity, retirement, or disability of any shareholder, or in the event of a transfer of his stock by donation to the shareholder's spouse and linear descendants. A copy of any such agreement shall be filed with the Secretary or Secretary-Treasurer of this corporation, and the provisions of any such agreement shall be binding upon the persons who are parties to it and their respective heirs, administrators, legatees, executors and assigns. ARTICLE VIII AMENDMENTS These by-laws may be altered or amended or repealed by majority vote of the shareholders or directors. No change in the time or place for the election of directors shall be made within sixty days preceding the day on which such election is to be held, and that in case of any change of such time or place, notice thereof shall be given to each shareholder in person or by letter mailed to his last known post office address, at least twenty days before the election is held. If any term or provision of these by-laws or any application thereof shall be invalid or unenforceable, the remainder of these by-laws or any other application of such term or provision shall not be affected thereby. THUS DONE AND ADOPTED [_Date_] . [_CORPORATION_] BY:________________________ [_PRESIDENT_] President BY:________________________ [_SECRETARY_] Secretary BY:________________________ [_TREASURER_] Treasurer * * * * * * * * * * BUSINESS CORPORATION BY-LAWS : These are by-laws for a business corporation, containing provisions dealing with officers and their duties, directors and their meetings, indemnity of directors and officers, shareholder meetings, stock certificates and stock transfer restrictions. WORD KEY EXPLANATION [_CORPORATION_] Name of corporation. [_Meeting_Date_] Date each year of annual meeting of shareholders. [_Date_] Date by-laws adopted. [_PRESIDENT_] Name of corporation president. [_SECRETARY_] Name of corporation secretary. [_TREASURER_] Name of corporation treasurer.