Corporate Governance Bylaws

CORPORATE GOVERNANCE BYLAWS

These Bylaws are adopted by Corporation Name: , a corporation organized under the laws of State of Incorporation: (the "Corporation"), on this Date of Adoption: .

RECITALS

WHEREAS, the Corporation was duly formed and is authorized to transact business under the laws of State of Incorporation: ; and

WHEREAS, the Board of Directors of the Corporation (the "Board") has determined that it is advisable and in the best interests of the Corporation to adopt bylaws governing the internal affairs, corporate governance, officer duties, director election and removal, and procedures for meetings and notices; and

WHEREAS, these Bylaws are adopted to establish consistent governance procedures, to implement the rights and obligations of shareholders, directors and officers, and to facilitate the conduct of the Corporation's business.

NOW THEREFORE,

The Corporation hereby adopts the following Bylaws, which shall govern the affairs of the Corporation until amended in accordance with Article IX below.

ARTICLE I — OFFICES

Section 1.1 Principal Office. The principal office of the Corporation shall be located at:

Section 1.2 Registered Office. The Corporation shall maintain a registered office and registered agent as required by applicable law. The registered office address is:

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders shall be held at such time and place as shall be designated by the Board for the purpose of electing directors and transacting such other business as may properly come before the meeting. Notice of the annual meeting shall be given in accordance with Article VIII.

Section 2.2 Special Meetings. Special meetings of the shareholders may be called by the Board, the Chair of the Board, the President, or by holders of not less than the lesser of (i) ten percent (10%) of the outstanding voting power or (ii) such percentage as required by applicable statute. The notice shall specify the purpose of the special meeting and no business outside the stated purpose may be transacted.

Section 2.3 Quorum and Voting. Except as otherwise provided by statute or the Articles of Incorporation, a majority of the outstanding voting shares present in person or represented by proxy shall constitute a quorum. Except as otherwise required by law, the Articles of Incorporation, or these Bylaws, the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present shall be the act of the shareholders.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all powers of the Corporation and do all lawful acts and things as are not by statute or the Articles of Incorporation required to be exercised or done by the shareholders.

Section 3.2 Number, Election and Term. The number of directors shall be: unless changed pursuant to the Articles of Incorporation or a resolution adopted by the shareholders. Directors shall be elected at the annual meeting and hold office until their successors are elected and qualified.

Section 3.3 Vacancies; Removal. Vacancies on the Board, whether by reason of death, resignation, removal, disqualification or otherwise, may be filled by a majority of the remaining directors. Any director may be removed with or without cause by the shareholders if removal is approved by the vote required by applicable law and the Articles.

Section 3.4 Meetings; Notice. Regular meetings of the Board may be held without notice at times fixed by resolution of the Board. Special meetings may be called by the Chair or upon written request to the Secretary by two directors; notice shall be given as set forth in Article VIII and shall state the purpose of the meeting.

Section 3.5 Quorum and Action. A majority of the authorized number of directors shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board, unless a greater proportion is required by law or the Articles.

Section 3.6 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action is signed by all directors entitled to vote on such action and filed with the minutes of proceedings of the Board.

ARTICLE IV — OFFICERS

Section 4.1 Officers. The officers of the Corporation shall include a President (who may also be Chair of the Board), a Secretary, and a Chief Financial Officer. The Board may appoint such other officers or agents as it deems necessary. Officers shall be elected by the Board and serve at the pleasure of the Board.

Section 4.2 Duties. The President shall be the chief executive officer and shall supervise the business and affairs of the Corporation. The Secretary shall keep the minutes of meetings and maintain corporate records. The Chief Financial Officer shall oversee financial records, accounting practices and fiscal reporting.

Section 4.3 Removal and Resignation. Officers may be removed with or without cause by the Board. Any officer may resign by delivering written notice to the Board or the Secretary; such resignation shall be effective upon receipt unless a later effective date is specified.

ARTICLE V — COMMITTEES

Section 5.1 Committees. The Board may designate one or more committees, each consisting of one or more directors, to serve at the pleasure of the Board. Each committee shall have the authority delegated by the Board, subject to applicable law and limitations in the Articles or these Bylaws.

ARTICLE VI — INDEMNIFICATION

Section 6.1 Mandatory Indemnification. To the fullest extent permitted by applicable law, the Corporation shall indemnify and hold harmless any person who is or was a director, officer or other agent of the Corporation (a "Covered Person") against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any proceeding by reason of the fact that such person is or was a Covered Person.

Section 6.2 Advancement of Expenses. The Corporation may advance expenses incurred in defending any proceeding upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined that the Covered Person is not entitled to indemnification.

ARTICLE VII — RECORDS AND REPORTS

Section 7.1 Corporate Records. The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of its shareholders and Board, and a record of the names and addresses of its shareholders.

Section 7.2 Fiscal Year. The fiscal year of the Corporation shall end on the date determined by resolution of the Board. The Corporation shall prepare and provide financial statements in accordance with generally accepted accounting principles where required by law or shareholder agreement.

ARTICLE VIII — NOTICES

Section 8.1 Methods. Whenever notice is required by these Bylaws to be given to any director or shareholder, such notice shall be in writing and delivered personally, sent by first-class mail, postage prepaid, or by nationally recognized overnight courier or by electronic transmission if consented to in writing by the recipient.

ARTICLE IX — AMENDMENTS; WAIVER; COUNTERPARTS

Section 9.1 Amendments. These Bylaws may be amended, altered or repealed by the affirmative vote of a majority of the Board at any regular or special meeting, except as otherwise provided by statute or the Articles of Incorporation. Any amendment that would materially and adversely affect the rights of shareholders shall also require approval by the shareholders.

Section 9.2 Waiver. No waiver of any provision of these Bylaws shall be deemed a waiver of any other provision or a continuing waiver. Waiver must be in writing and signed by the party against whom enforcement is sought.

Section 9.3 Counterparts. These Bylaws may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

ARTICLE X — MISCELLANEOUS

Section 10.1 Governing Law. These Bylaws shall be governed by and construed in accordance with the laws of State of Governing Law: without regard to conflict of laws principles.

Section 10.2 Entire Agreement. These Bylaws constitute the entire agreement of the Corporation with respect to the subject matter hereof and supersede all prior bylaws, resolutions or understandings, whether written or oral, related to corporate governance, except as provided by statute or the Articles of Incorporation.

Section 10.3 Severability. If any provision of these Bylaws is held to be invalid or unenforceable under any applicable law, such provision shall be ineffective only to the extent of such invalidity or unenforceability, and the remaining provisions shall remain in full force and effect.

CERTIFICATION

I hereby certify that the foregoing Bylaws were adopted by the Board of Directors of the Corporation and approved by the requisite corporate authority in accordance with law and the Articles of Incorporation.

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