MINUTES OF JOINT ORGANIZATIONAL ACTIONS TAKENBY THE UNANIMOUS WRITTEN CONSENT OF THE
INCORPORATORS, SHAREHOLDERS AND BOARD OF DIRECTORS OF
__________
IN LIEU OF THE ORGANIZATIONAL MEETING THEREOF
These Consent Minutes describe certain joint organizational actions taken by the
Incorporators, Shareholders and the Board of Directors of __________, a ____________
business corporation, in lieu of an organizational meeting.
The Incorporators, Shareholders and Directors acknowledge that it is necessary or
desirable to take various organizational actions in connection with the incorporati on of
corporation in accordance with Law. Therefore, the undersigned Incorporators, Shareholders
and Directors, being all of the Shareholders entitled to vote on these matters, all the
Incorporators and all of the members of the Board of Directors of the corporation, do hereby
waive (i) notice of the time, place and purpose of, (ii) call of, and (iii) the necessi ty of organiza-
tional, Shareholders' and Board of Directors' meetings thereof and unanimously and severally
and collectively adopt, by consent and without the necessity and formality of convening, a nd in
lieu of such meeting thereof, the following Acts and Resolutions as being the joint organiz ational
actions of the Incorporators, Shareholders and Board of Directors, as if in a meeting duly
assembled:
Election of Directors:
RESOLVED, that each of the following persons are hereby elected to serve as a mem ber
of the Board of Directors of the Corporation, and to hold said position until the next
annual meeting of the Board of Directors or until the earlier of their resignation or
removal, or until their respective successors shall be duly elected and qualified:
__________
Approval of Actions by Incorporator:
RESOLVED, that the actions of the Incorporator of the Corporation, which have been
presented to and reviewed by each director of the Corporation, whereby the Incorporator
filed the Articles of Incorporation with the ________ Secretary of State and thereby
incorporated the Corporation, be and they are hereby accepted, ratified and approved.
Resignation of Incorporator:
RESOLVED, that the resignation of __________, as incorporator of __________is
hereby accepted and the Secretary is directed to make the original part of the official
minutes of the Corporation.
Approval of Articles of Incorporation:
RESOLVED, that the Articles of Incorporation of the Corporation, which have been
presented to and reviewed by each director of the Corporation, are hereby approved,
duplicate originals of such Articles of Incorporation having been filed on _______,
20_____, with the Secretary of State of the State of ________ and a copy of the Articles
of Incorporation are hereby directed to be inserted in the minute book of the Corporation.
Approval of By-Laws:
RESOLVED, that the by-laws of the Corporation for the regulation of the business and
affairs of the Corporation, which have been presented to and reviewed by each director of
the Corporation, are hereby adopted and approved as the by-laws of the Corporation, and
a copy of such by-laws is hereby directed to be inserted in the minute book of the
Corporation and is incorporated by reference herein.
Election of Officers:
RESOLVED, that each of the following persons are hereby elected to serve as an office r
of the Corporation, to hold the office or offices set forth opposite their respective name s
until the first annual meeting of the Board of Directors, until their earlier resi gnation or
removal, or until their successors are duly elected and qualified:
Office Name
President
Vice-President
Vice-President
Secretary-Treasurer
Payment of Incorporation Expenses:
RESOLVED, that the Secretary of the Corporation is hereby authorized and directed to
pay all fees and expenses incident to and necessary for the incorporation and organization
of the Corporation and that the officers of the Corporation are hereby authorized and
directed to take and perform any and all other actions and to sign any and all doc uments
necessary or incidental to the completion of the organization of the Corporation.
Adoption of Corporate Seal:
RESOLVED, that the seal containing the name of the Corporation, an impression of
which is affixed in the margin of this consent, is hereby adopted as the corporate seal of
the Corporation.
Adoption of Fiscal Year:
RESOLVED, that the fiscal year of the Corporation shall begin on January 1st and end on
December 31st of each year.
Adoption of Form of Common Stock Certificate:
RESOLVED, that the form of stock certificate to evidence shares of common stock of the
Corporation, which has been presented to and reviewed by each director of the Corpora-
tion, is hereby adopted as the form of stock certificate for the shares of common stock of
the Corporation, a specimen thereof being attached hereto and incorporated by reference
herein.
Establishment of Par Value of Stock:
RESOLVED, that the par value per share of the common stock of the Corporation be, and
the same is, hereby established at One and 00/100 Dollar ($1.00).
Issuance of Common Stock:
RESOLVED, that in consideration of the payment, in cash, to or on behalf of, the
Corporation of the amount of money specified below opposite her name, the sufficiency
of which is hereby expressly acknowledged, the President and Secretary of the
Corporation are hereby authorized and directed, upon receipt by, or by others on behalf
of, the Corporation of such amount of money from the person specified below, to issue to
such person a certificate or certificates representing the ownership by them of the num ber
of shares of fully paid and non-assessable shares of One and 00/100 Dollar ($1.00) par
value per share common stock of the Corporation as is also set forth below opposite his
name:
Name Shares Consideration
__________ 600 $600.00
RESOLVED FURTHER, that in consideration of the transfer of all of the assets, whether
tangible or intangible, listed on Exhibits A and B, respectively, the sufficiency and
receipt of which is hereby expressly acknowledged, the President and Secretary of the
Corporation are hereby authorized and directed to issue to each person specified below a
certificate or certificates representing the ownership by them of the number of shares of
fully paid and non-assessable shares of One and 00/100 Dollar ($1.00) par value per
share common stock of the Corporation as are also set forth below opposite their
respective names:Name Shares Consideration
__________ 200 Equipment listed on Exhibit
A
__________ 200 Equipment listed on Exhibit
B
Election of "S Corporation" Status:
WHEREAS, the directors and stockholders of the Corporation have been advised of the
advantages to the stockholders of the Corporation if the Corporation elects to be taxe d as
an "S Corporation" pursuant to Sections 1361 through 1379 of the Internal Revenue Code
of ________, as amended;
THEREFORE, BE IT RESOLVED, that the Corporation does hereby elect to be taxed a s
an "S Corporation" pursuant to Sections 1361 through 1379 of the Internal Revenue Code
of 1986, as amended, for the current and succeeding tax years of the Corporation;
BE IT RESOLVED FURTHER, that such election be made and filed by the Corporation,
together with the consents of its stockholders, within the time period specified and
permitted by statute, and the officers of the Corporation are hereby authorized and
directed, for and on behalf of the Corporation, to execute and file such election with t he
Internal Revenue Service and to take such other actions as may be necessary to e ffect
such election for the current fiscal year of the Corporation.
Election to Classify Stock as "§ 1244 Stock":
WHEREAS, __________ is a "small business corporation" as defined in the Internal
Revenue Code and the regulations issued thereunder; and
WHEREAS, the Directors desire to qualify the Corporation's stock as Section 1244 stock;
IT IS, THEREFORE, RESOLVED, that __________hereby adopts a plan to have its
stock classified as Section 1244 stock and offered for sale as such;
RESOLVED FURTHER, that the maximum amount to be received by this Corporation in
consideration for its stock to be issued pursuant to this plan shall not exceed ________
and no/100 Dollars ($00.00).
RESOLVED FURTHER, that the stock issued pursuant to this plan shall be issued only
for money and other property, but excluding other stock or securities; and
RESOLVED FURTHER, that the officers of this Corporation shall take such action as is
necessary to carry this plan into effect and especially to keep such records as are required
by the Internal Revenue Service.
Authorization for Opening Bank Account:
[Resolution Attached as Exhibit] RESOLVED, that __________, __________, ______, shall be the depository in which
the funds of the Corporation shall be deposited.
BE IT RESOLVED FURTHER, that the appropriate officers of the Corporation shall be,
and hereby are, authorized to open a bank account or accounts at said bank in the name
of, and on behalf of, the Corporation, for the deposit of funds belonging to the
Corporation.
BE IT RESOLVED FURTHER, that all checks drawn on such bank account or accounts
shall be signed by __________ or __________.
BE IT RESOLVED FURTHER, that the Board of Directors hereby adopts the form
resolution of said bank (as completed) which appears in the form which is attached hereto
and incorporated by reference herein, and the appropriate officers of the Corporation are
hereby authorized to certify such form resolution of said bank as having been adopted by
this Corporation and to furnish copies of this resolution to the said bank upon its request.
Borrowing:
RESOLVED, that only the duly elected officers of the Corporation, acting either
singularly or jointly as directed from time to time by resolution of the directors, be
authorized to borrow money for, on behalf of, and in the name of the Corporation, but
only pursuant to specific authorization by resolution of the Board of Directors as may
from time to time be adopted.
Business Operations:
RESOLVED, that the President of the Corporation is hereby authorized and directed to
hire and employ such supervisors, mechanics laborers, helpers, office personnel and other
workers as she deems necessary for the effective operation of the Corporation's business;
and
RESOLVED FURTHER, that the President of the Corporation is hereby authorized to
pay all employees and workers of the Corporation such salary, wage and other
compensation as she shall deem appropriate from time to time; and
RESOLVED FURTHER, that the President of the Corporation shall have full power and
authority to conduct all aspects of day-to-day operations of the Corporation's business as
she deems justified and appropriate.
Filing of Consent:
RESOLVED, that the Secretary of the Corporation is hereby directed to make the origi nal
of this consent part of the official minutes of the Corporation to be filed in the m inute
book of the Corporation.
THE UNDERSIGNED INCORPORATORS, SHAREHOLDERS AND DIRECTORS,
BEING ALL THE SHAREHOLDERS ENTITLED TO VOTE ON THE MATTERS
DESCRIBED ABOVE, ALL INCORPORATORS AND THE ENTIRE MEMBERSHIP OF
THE BOARD OF DIRECTORS OF __________ DO HEREBY EXPRESSLY CONSENT TO
THE FOREGOING RESOLUTIONS AS BEING THE JOINT ORGANIZATIONAL ACTIONS
OF THE INCORPORATORS, SHAREHOLDERS AND DIRECTORS OF SUCH
CORPORATION, IN ACCORDANCE WITH LAW, IN LIEU OF AN ORGANIZATIONAL
MEETING THEREOF, TO BE EFFECTIVE AS OF __________ __, ____.
_________________________________
__________, Incorporator _________________________________ __________,
Shareholder and Director _________________________________ __________,
Shareholder and Director _________________________________ __________,
Shareholder
ATTEST: ______________________________
__________, Secretary
RESIGNATION OF INCORPORATOR
I, the undersigned __________, do hereby resign as incorporator of __________, a
__________ corporation, effective the ____ day of ________, _______.
________________________________________
BY-LAWSOF
__________
ARTICLE I. NAME AND LOCATION
SECTION 1. The name of this corporation shall be __________
SECTION 2. The Principal office of the corporation in the State of __________ shall be __________,
__________, _____ and its initial registered office in the State of __________ shall be __________, ,
__________ The corporation may have such other offices, either within or without the State of __________ as
the Board of Directors may designate or as the business of the corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the sec ond
__________ of the month of __________ in each year, beginning with the year ____ at the time designated by
the Board of Directors, for the purpose of electing Directors and for the transaction of such ot her business as
may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of
__________, such meeting shall be held on the next succeeding business day. If the election of Directors shall
not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as
soon thereafter as convenient.
SECTION 2. Special Meeting. Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by resolution of the Board of Direct ors or by the President
at the request of the holders of not less than a majority of all the outstanding shares of the corporation entitled to
vote on any issue proposed to be considered at the meeting, provided said shareholders sign, date and deliver to
the corporate secretary one or more written demands for the meeting describing the purpose or purposes for
which it is to be held. Only business within the purpose or purposes described in the meeting not ice required by
Article II, Section 5 of these By-Laws may be conducted at a special shareholders me eting. In addition, such
meeting may be held at any time without call or notice upon unanimous consent of shareholders.
SECTION 3. Place of Meeting. The Board of Directors may designate any place, either wi thin or
without the State of __________ unless otherwise prescribed by statute as the place of meeting for any annual
meeting or for any special meeting of shareholders. A waiver of notice signed by all shareholders entitled to
vote at a meeting may designate any place, either within or without the State of __________, unless otherwise
prescribed by statute, as the place for the holding of such meeting. If no designation is made , or if a special
meeting be otherwise called, the place of meeting shall be the principal offi ce of the corporation in the State of
__________.
SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the
meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the da te of the meeting,
either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such me eting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage thereon prepaid. Notice of a special
meeting shall include a description of the purpose or purposes for which the meeting is called.
SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any dividend, or in order to make a determi nation of shareholders
for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, seventy (70) days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any
determination of shareholders, such date in any case to be not more than seventy (70) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which the partic ular action, requiring
such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice of t he meeting is mailed or the
date on which resolution of the Board of Directors declaring such dividend is adopted, as t he case may be, shall
be the record date for such determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section, such determ ination shall apply to
any adjournment thereof.
SECTION 6. Shareholders' List. After fixing a record date, the officer or agent having charge of the
share ledger of the corporation shall prepare an alphabetical list of all persons entitled to notice and to represent
shares at such meeting, or any adjournment thereof, and said list shall be arranged by voting group and shall
show the address of and the number of shares held by each shareholder or representative. The sharehol ders' list
shall be available for inspection and copying during usual business hours by any shareholder beginning t wo (2)
business days after notice of the meeting is given for which the list was prepared a nd continuing through the
meeting, at the corporation's principal office or at a place identified in the meeting notice. Such list shall be
available during the meeting and any shareholder, his agent or attorney is entitled t o inspect the list at any time
during the meeting or any adjournment thereof. The original stock transfer book shall be prime facia evidence
as to who are the shareholders entitled to examine such list or transfer book or to vote at any meeting of
shareholders.
SECTION 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less t han a
majority of the shares are represented at a meeting, a majority of the shares so re presented may adjourn the
meeting from time to time without further notice. At such adjourned meeting in whi ch a quorum shall be
present or represented, any business may be transacted which might have been transacted a t the meeting as
originally notified. The shareholders present at a duly organized meeting may continue t o transact business
until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with t he
Secretary of the corporation before or at the time of the meeting.
SECTION 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each
outstanding share entitled to vote shall be entitled to one vote upon each matte r submitted to a vote at a meeting
of shareholders. The affirmative vote of a majority of the outstanding shares represented a t a shareholders'
meeting at which a quorum is present shall be the act of the shareholders of the corporation.
SECTION 10. Voting of Share by Certain Holders. Shares standing in the name of another corporation
may be voted by such officer, agent or proxy as the By-Laws of such corporation may preserve, or, in the
absence of such provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservatory may be voted by him either in
person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a t rustee
may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and shares he ld by or under the
control of a receiver may be voted by such receiver without the transfer thereof int o his name if authority so to
do be contained in appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares until the sha res have been
transferred into the name of the pledgee, and thereafter the pledgee shall be e ntitled to vote the shares so
transferred.
Shares of its own stock belonging to the corporation or held by it in a fiduciary capacit y shall not be
voted, directly or indirectly, at any meeting, and shall not be counted in determ ining the total number of
outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless otherwise provided by law, any action required
to be taken at a meeting of the shareholders, or any other action which may be ta ken at a meeting of the
shareholders, may be taken without a meeting if a consent in writing, setting forth t he action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
SECTION 12. Cumulative Voting. Unless otherwise provided by law, at each election for Direct ors
every shareholder entitled to vote, in person or by proxy, shall have the right to vote at such election the number
of shares owned by him for as many persons as there are Directors to be elected and for whose election he has a
right to vote, or to cumulate his votes by giving one candidate as many votes as the numbe r of such Directors
multiplied by the number of his shares shall equal, or by distributing such votes on the sam e principle among
any number of candidates.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the corporation shall be managed by it s
Board of Directors except as otherwise herein provided.
SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be
two (2). Each Director shall hold office until the next annual meeting of shareholders and until his successor
shall have been elected and qualified. Directors may be re-elected. The Direct ors need not be a resident of this
state or a shareholder.
SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held wit hout
other notice than this By-Law immediately after, and at the same place as the annual meeting of shareholders.
The Board of Directors may also provide, by resolution, the time and place for the holdi ng of additional regular
meetings without other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the
request of the President or any Director. The person or persons authorized to call special me etings of the Board
of Directors may fix the place for holding any special meeting of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously
thereto by notice personally given or mailed to each Director at his business address, or by telegram. If mailed,
such notice shall be deemed to be delivered when deposited in the United State s mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to be de livered when the telegram
is delivered to the telegraph company. Any Director may waive notice of any meeti ng. The attendance of a
Director at a meeting shall constitute a waiver of notice of such meeting, exc ept where a Director attends a
meeting for the express purpose of objecting to the transaction of any business because the m eeting is not
lawfully called or convened, and does not thereafter vote for or assent to action taken at the meeting.
SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III sha ll
constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a
majority is present at a meeting, a majority of the Directors present may adj ourn the meeting from time to time
without further notice.
SECTION 7. Manner of Acting. The act of the majority of the Directors present at a m eeting at which a
quorum is present shall be the act or the Board of Directors.
SECTION 8. Compensation. By resolution of the Board of Directors, the Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as Di rector. No such payment shall
preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.
SECTION 9. Presumption of Assent. A Director of the corporation who is present at a meeting of t he
Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of the meeting or unl ess he shall file his written
dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the corporation immediately a fter the adjournment of
the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
SECTION 10. Informal Action by Board of Directors. Unless otherwise provided by law, any action
required to be taken at a meeting of the Directors, or any other action which ma y be taken at a meeting of the
Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be
signed by each director, and included in the minutes or filed with the corporate records reflecting the action
taken.
ARTICLE IV. OFFICERS
SECTION 1. Number. The officers of the corporation shall be a President, one or more Vice-Presidents
and a Secretary- Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.
SECTION 2. Election and Term of Office. The officers of the corporation to be electe d by the Board of
Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be. Each officer shal l hold office until his
successor shall have been duly elected and shall have qualified or until he shal l resign or shall have been
removed in the manner hereinafter provided. The initial officers may be elected at the first meeting of the
Board of Directors.
SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgment, the best interest of the corporation would be
served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filed by the Board of Directors for the unexpired portion of the term.SECTION 5. President. The President shall be the principal executive officer of the corporat ion and,
subject to the control of the Board of Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of the shareholde rs and of the Board
of Directors. He may sign certificates for shares of the corporation, any deeds, mortgages, bonds, c ontracts, or
other instruments which the Board of Directors has authorized to be executed except i n cases where the signing
and execution thereof shall be expressly delegated by the Board of Directors, or by these By-L aws, to some
other officer or agent of the corporation, or shall be required by law to be otherwise signed or e xecuted; and in
general shall perform all duties incident to the office of President and such other dut ies as may be prescribed by
the Board of Directors from time to time.
SECTION 6. Vice-President. The Board of Directors may determine when there is a need for a Vice-
President or Vice-Presidents. In the absence of the President or in event of his death, unavailability of or refusal
to act, a Vice-President shall perform the duties of the President, and when so acting, shal l have all the powers
of and be subject to all the restrictions upon the President. A Vice-President shall perform such other duties as
from time to time may be assigned to him by the President or the Board of Directors.
SECTION 7. Secretary-Treasurer. The Secretary-Treasurer shall: (a) keep the minutes of the
shareholders and of the Board of Directors meetings in one or more books provided for the purpose; (b) be
custodian of the corporate records and of the seal of the corporation and see that the se al of the corporation is
affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized;
(c) see that all notices are duly given in accordance with the provisions of these B y-Laws or as required by law;
(d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by
such shareholder; (e) have general charge of the stock transfer books of the corporation; (f) have c harge and
custody of and be responsible for all funds and securities of the corporation, receive and give re ceipts for
monies due and payable to the corporation from any source whatsoever, and deposit all such m onies in the
name of the corporation in such banks, trust companies or other depositories as shall be selec ted in accordance
with the provisions of Article V of these By-Laws; and (g) in general perform all of the duti es incident to the
Office of Secretary-Treasurer and such other duties as from time to time may be a ssigned to him by the
President or by the Board of Directors. If required by the Board of Directors, the Secretary-Treasurer shall give
a bond for the faithful discharge of his duties in such sum with such surety or sureties, as the Boa rd of Directors
shall determine.
SECTION 8. Salaries. The salaries, compensation and other benefits, if any, of the offic ers shall be
fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a Director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation,
and such authority may be general or confined to specific instances.
SECTION 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 Di rectors. Such
authority may be general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of
the Board of Directors.
SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or othe r depositories as the Board of
Directors may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such
form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by
the Secretary or by such other officers authorized by law and by the Board of Directors so to do. All certificates
for shares shall be consecutively numbered or otherwise identified. The name and address of the person to
whom the shares represented thereby are issued, with the number of shares and date of issuance, shall be
entered on the stock transfer books of the corporation. All certificates surrendered to the c orporation for
transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a lost, destroye d or mutilated certificate,
a new one may be issued therefore upon such terms and indemnity to the corporation as the B oard of Directors
may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stoc k
transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney dul y
executed and filed with the Secretary of the corporation, and on surrender for cancell ation of the certificate of
such shares, and also, any transfer is subject to the limitations set forth in the Articles of Incorporation,
reference to which is hereby made. The person in whose name shares stand on the books of the corpora tion
shall be deemed by the corporation to be the owner thereof for all purposes.
ARTICLE VII. FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of
December in each year.
ARTICLE VIII. DIVIDENDS
The Board of Directors may from time to time declare, and the corporation may pay dividends on its
outstanding shares in the manner and upon the terms and conditions provided by law and its Artic les of
Incorporation.
ARTICLE IX. SEAL
The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have
inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."
ARTICLE X. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or
Director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of
Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice , whether
before or after the time stated therein, shall be equivalent to the giving of such notice.
ARTICLE XI. AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority
vote of the Board of Directors at any annual Board of Directors meeting or at any specia l Board of Directors
meeting when the proposed amendment has been set out in the notice of such meeting. These By-Laws may
also be altered, amended or repealed by a majority vote of the shareholders notwit hstanding that these By-Laws
may also be amended or repealed by the Board of Directors.
