MINUTES OF JOINT ORGANIZATIONAL ACTIONS TAKEN
BY 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 Mississippi business
corporation, in lieu of an organizational meeting thereof and pursuant to §§ 79-4-2.05, 79-4-7.04
and 79-4-8.21, respectively, of the Mis sis sippi Business Corporation Act, which provide that any
action required or permitted to be taken at an organiza tional, Share holders' or Board of
Directors' meeting of a Mississippi business corporation may be taken without a meeting if the
action is taken by all the Shareholders entitled to vote on the action, by all Incorporators and all
members of the Board and is evidenced by one or more written consents describing the action
taken which are signed by all of the Shareholders entitled to vote on the action, by each
Incorporator and each Director and delivered to the corporation for inclusion in the minutes or
filing with the corporate records, with such consent to have the effect of a unanimous meeting
vote. Such consent herein and hereto is evi denced by the signatures of the Incorporators,
Shareholders and Directors of the corporation affixed hereto.
The Incorporators, Shareholders and Directors acknowledge that it is necessary or
desirable to take various organizational actions in connection with the incorporation of
corporation in accordance with Miss. Code Anno. § 79-4-2.05. 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
necessity of organi za 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, and in lieu of such meeting thereof, the following Acts and Resolutions
as being the joint organizational 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 member
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 Cor poration, which have been
presented to and reviewed by each director of the Corporation, whereby the Incorporator
filed the Articles of Incorporation with the Mississippi 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 Corpora tion, 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 ,
, with the Secretary of State of the State of Mississippi and a copy of the Articles
of Incor poration 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 regu la tion of the business and
affairs of the Corpora tion, 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
Corpora tion and is incorporated by reference herein.
Election of Officers :
RESOLVED, that each of the following persons are hereby elected to serve as an officer
of the Corporation, to hold the office or offices set forth opposite their respective names
until the first annual meeting of the Board of Directors, until their earlier resignation 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 inci dent to and necessary for the incorpora tion and organi za tion
of the Corporation and that the officers of the Cor poration are hereby authorized and
directed to take and per form any and all other actions and to sign any and all docu ments
necessary or inci dental to the completion of the organ iza tion of the Corporation.
Adoption of Corporate Seal :
RESOLVED, that the seal containing the name of the Corpora tion, 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 and end
on 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 and Dollar ($ ).
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 his/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
number of shares of fully paid and non-assessable shares of and Dollar
($ ) par value per share common stock of the Corporation as is also set forth below
opposite his name:
Name Shares Consideration
$
RESOLVED FURTHER, that in consideration of the trans fer 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 author ized and directed to issue to each person specified below a
certifi cate or certificates representing the owner ship by them of the number of shares of
fully paid and non-assessable shares of and Dollar ($ ) par value per
share common stock of the Corporation as are also set forth below oppo site their
respective names:
Name Shares Consideration
Equipment listed on Exhibit A
Equipment listed on Exhibit B
Election of "S Corporation" Status :
WHEREAS, the directors and stockholders of the Corpora tion have been advised of the
advantages to the stock holders of the Corporation if the Corporation elects to be taxed 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 as
an "S Corporation" pursuant to Sections 1361 through 1379 of the Internal Revenue Code
of , as amended, for the current and succeeding tax years of the Cor poration;
BE IT RESOLVED FURTHER, that such election be made and filed by the Corporation,
together with the consents of its stock holders, within the time period specified and
permitted by statute, and the officers of the Corpora tion are hereby authorized and
directed, for and on behalf of the Corpora tion, to execute and file such election with the
Internal Revenue Service and to take such other actions as may be necessary to effect
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 Corpora tion'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
Dollars ($ ).
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 , , Mis sissippi, shall be the depository in which the funds
of the Corpora tion 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 belong ing 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 incorpor ated 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 Corpor a tion, 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 he/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
original of this consent part of the official minutes of the Corporation to be filed in the
minute 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 ORGANIZA TIONAL ACTIONS OF
THE INCORPORATORS, SHARE HOLDERS AND DIRECTORS OF SUCH
CORPORATION, IN ACCORDANCE WITH SECTIONS 79 - 4 - 2.05, 79 - 4 - 7.04 AND
79 - 4 - 8.21, RESPECTIVELY, OF THE MISSISSIPPI CODE OF 1972, AS AMENDED, AND
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 Mississippi
corporation, effective the day of , 20 .
______________________________
BY-LAWS
OF
ARTICLE I. NAME AND LOCATION
SECTION 1. The name of this corporation shall be
SECTION 2. The Principal office of the cor poration in the State of Mississippi shall be , ,
MS and its initial registered office in the State of Mississippi shall be , Mississippi The corpora tion may
have such other offices, either within or without the State of Mississippi 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 share holders shall be held on the
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 other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Mississippi,
such meeting shall be held on the next succeeding busi ness day. If the election of Directors shall not be held on
the day desig nated 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 share holders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by resolution of the Board of Directors 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 con sidered 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 notice required
by Article II, Section 5 of these By-Laws may be conducted at a special shareholders meeting. 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 within or
without the State of Mississippi 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 Mississippi, 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 office of the corporation in the State of
Mississippi.
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 date 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 meeting. 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 determination of share holders
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 share holders, not less than ten (10) days prior to the date on which the particular action, requiring
such determination of share holders, is to be taken. If the stock transfer books are not closed and no record date
is fixed for the determination of share holders 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 the meeting is mailed or the
date on which resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall
be the record date for such determination of shareholders. When a determina tion of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section, such determi nation 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 cor poration 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 vot ing group and shall
show the address of and the number of shares held by each shareholder or representative. The share holders' list
shall be available for inspection and copying during usual business hours by any shareholder beginning two (2)
business days after notice of the meeting is given for which the list was pre pared and continuing through the
meeting, at the cor poration's principal office or at a place identified in the meet ing notice. Such list shall be
available during the meeting and any share holder, his/her agent or attorney is entitled to inspect the list at any
time during the meeting or any adjournment thereof. The ori ginal stock transfer book shall be prime facia
evidence as to who are the shareholders entitled to examine such list or trans fer 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 than a
majority of the shares are represented at a meet ing, a majority of the shares so represented may adjourn the
meet ing from time to time without further notice. At such adjourned meeting in which a quorum shall be
present or repre sented, any business may be transacted which might have been transacted at the meeting as
originally notified. The share holders present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the with drawal 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 share holder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the
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 matter submitted to a vote at a meeting
of shareholders. The affirmative vote of a majority of the outstanding shares represented at 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 con servatory may be voted by him/her either in
person or by proxy, with out a transfer of such shares into his/her name. Shares standing in the name of a
trustee may be voted by him/her , either in person or by proxy, but no trustee shall be entitled to vote shares
held by him/her without a transfer of such shares into his/her name.
Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under
the control of a receiver may be voted by such receiver without the transfer there of into his/her name if
authority so to do be contained in appro priate 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 shares have been
trans ferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be
voted, directly or indirectly, at any meeting, and shall not be counted in deter mining the total number of
outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders . Unless other wise provided by law, any action
required to be taken at a meet ing of the shareholders, or any other action which may be taken at a meeting of
the shareholders, may be taken without a meeting if a consent in writing, setting forth the 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 Directors
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/her for as many per sons as there are Directors to be elected and for whose
election he/she has a right to vote, or to cumulate his/her votes by giving one candidate as many votes as the
number of such Directors multi plied by the number of his/her shares shall equal, or by distributing such votes
on the same 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 its
Board of Directors except as otherwise herein provided.
SECTION 2. Number, Tenure and Qualifications . The number of Directors of the corporation shall be
( ). Each Director shall hold office until the next annual meeting of shareholders and until his/her
successor shall have been elected and qualified. Directors may be re-elected. The Directors need not be a resi -
dent of this state or a shareholder.
SECTION 3. Regular Meetings . A regular meeting of the Board of Directors shall be held without
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 pro vide, by resolution, the time and place for the holding of addi tional regular
meetings without other notice than such resolu tion.
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 spe cial meetings 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 person ally given or mailed to each Director at his business address, or by telegram. If mailed,
such notice shall be deemed to be deli vered when deposited in the United States mail so addressed, with
postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the
telegram is deli vered to the telegraph company. Any Director may waive notice of any meeting. The
attendance of a Director at a meeting shall con stitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the transaction of any business because the
meeting 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
shall 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 adjourn 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 meeting 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 Director. 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 cor por a tion who is present at a meeting of the
Board of Directors at which action on any corporate matter is taken shall be pre sumed to have assented to the
action taken unless his/her dissent shall be entered in the minutes of the meeting or unless (s)he shall file his/her
written dissent to such action with the person acting as Secre tary of the meeting before the adjournment thereof
or shall for ward such dissent by registered mail to the Secretary of the cor poration immediately after 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 may 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 elected 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 shall hold office until
his/her successor shall have been duly elected and shall have qualified or until he/she shall 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 corporation 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. (S)He shall, when present, preside at all meetings of the shareholders and of the
Board of Directors. (S)He may sign certificates for shares of the corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized to be executed except in cases
where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-
Laws, to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the office of President and such other duties 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/her death, unavailability of or
refusal to act, a Vice-President shall perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restric tions upon the President. A Vice-President shall perform such other
duties as from time to time may be assigned to him/her 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 pur pose; (b) be
custodian of the corporate records and of the seal of the corporation and see that the seal 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 By-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 charge and
cus tody of and be responsible for all funds and securities of the corporation, receive and give receipts for
monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the
name of the corporation in such banks, trust companies or other depositories as shall be selected in accord ance
with the provisions of Article V of these By-Laws; and (g) in general perform all of the duties incident to the
Office of Secretary-Treasurer and such other duties as from time to time may be assigned to him/her by the
President or by the Board of Direc tors. If required by the Board of Directors, the Secretary-Treasurer shall
give a bond for the faithful discharge of his/her duties in such sum with such surety or sureties as the Board of
Directors shall determine.
SECTION 8. Salaries . The salaries, compensation and other benefits, if any, of the officers 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/she 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 con tract 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 Directors. Such
authority may be general or confined to spe cific 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 cor poration and in such manner as shall from time to time be deter mined 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 other depositories as the Board of
Directors may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares . Certificates repre senting 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 corporation for
transfer shall be canceled and no new cer tificate 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, destroyed or mutilated certifi cate,
a new one may be issued therefor upon such terms and indem nity to the corporation as the Board of Directors
may pre scribe.
SECTION 2. Transfer of Shares . Transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation by the holder of record thereof or by his legal repre sentative, who shall
furnish proper evidence of authority to transfer, or by his/her attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the cor pora tion, and on surrender for cancellation of the
certificate of such shares, and also, any transfer is subject to the limita tions 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
corporation 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 day of and end on the day of
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 Articles 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 cor por ation under the provisions of these By-Laws or under the pro visions 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 equiva lent 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 Direc tors at any annual Board of Directors meeting or at any special 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 share holders notwithstanding that these By-Laws
may also be amended or repealed by the Board of Directors.
