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 ____________ 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 incorporation 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
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 qualifed:
__________
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 fled the Articles of
Incorporation with the ________ Secretary of State and thereby
incorporated the Corporation, be and they are hereby accepted,
ratifed 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 ofcial 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 fled on _______, 20_____, with the
Secretary of State of the State of ________ 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 afairs 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 Ofcers :
RESOLVED, that each of the following persons are hereby elected to
serve as an ofcer of the Corporation, to hold the ofce or ofces set
forth opposite their respective names until the frst annual meeting of
the Board of Directors, until their earlier resignation or removal, or
until their successors are duly elected and qualifed:
Ofce 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
ofcers 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 afxed in the margin of this consent, is hereby
adopted as the corporate seal of the Corporation.
Adoption of Fiscal Year :
RESOLVED, that the fscal year of the Corporation shall begin on
January 1st and end on December 31st of each year.
Adoption of Form of Common Stock Certifcate :
RESOLVED, that the form of stock certifcate 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 certifcate 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 specifed below
opposite her name, the sufciency 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
specifed below, to issue to such person a certifcate or certifcates
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 is also set forth
below opposite his name:
Name Shares Consideration
__________ 600 $600.00
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 sufciency 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 specifed
below a certif cate or certifcates representing the owner ship 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 oppo site 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 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 1986, as amended, for the
current and succeeding tax years of the Cor poration;
BE IT RESOLVED FURTHER, that such election be made and fled by
the Corporation, together with the consents of its stock holders, within
the time period specifed and permitted by statute, and the ofcers of
the Corpora tion are hereby authorized and directed, for and on behalf
of the Corpora tion, to execute and fle such election with the Internal
Revenue Service and to take such other actions as may be necessary
to efect such election for the current fscal year of the Corporation.
Election to Classify Stock as "§ 1244 Stock":
WHEREAS, __________ is a "small business corporation" as defned 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 classifed as Section 1244 stock and ofered 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 ofcers of this Corporation shall take
such action as is necessary to carry this plan into efect 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 Corpora tion shall be deposited.
BE IT RESOLVED FURTHER, that the appropriate ofcers 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 ofcers 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 ofcers 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
specifc 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, ofce personnel and other workers as she deems necessary
for the efective 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 justifed 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 ofcial minutes of the
Corporation to be fled 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 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, efective the ____ day of ________,
_______.
______________________________
__________
BY-LAWS
OF
__________
ARTICLE I. NAME AND LOCATION
SECTION 1. The name of this corporation shall be __________
SECTION 2. The Principal ofce of the cor poration in the State of __________ shall
be __________, __________, _____ and its initial registered ofce in the State of __________
shall be __________, , __________ The corpora tion may have such other ofces, 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 share holders shall be
held on the second __________ 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 fxed for the annual meeting shall be a legal holiday in the State
of __________, 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 __________ 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 ofce 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 date of the meeting, either personally or by mail, by or at the
direction of the President, or the Secretary, or the ofcer 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 fx 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 fxed 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 fxing a record date, the ofcer 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 ofce or at a place identifed in the meet ing notice. Such list shall
be available during the meeting and any share holder, his 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 notifed. 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 fled 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 afrmative 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 ofcer, 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 either in person or by proxy, with out a transfer of such shares into his
name. Shares standing in the name of a trustee 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 held by or under the control of a receiver may be voted by such receiver without
the transfer there of into his 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 fduciary
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 for as many
per sons 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 number of
such Directors multi plied by the number of his 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 afairs of the corporation shall be
managed by its Board of Directors except as otherwise herein provided.
SECTION 2. Number, Tenure and Qualifcations . The number of Directors of the
corporation shall be two (2). Each Director shall hold ofce until the next annual
meeting of shareholders and until his successor shall have been elected and qualifed.
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 fx 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 fve (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 fxed 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 fxed 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 dissent shall be
entered in the minutes of the meeting or unless he shall fle his 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 fled with the corporate records refecting the action
taken.
ARTICLE IV. OFFICERS
SECTION 1. Number . The ofcers 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 ofcers and assistant ofcers as may be deemed
necessary may be elected or appointed by the Board of Directors.
SECTION 2. Election and Term of Ofce . The ofcers of the corporation to be
elected by the Board of Directors shall be elected annually by the Board of Directors at
the frst meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of ofcers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be. Each ofcer shall hold ofce
until his successor shall have been duly elected and shall have qualifed or until he shall
resign or shall have been removed in the manner hereinafter provided. The initial
ofcers may be elected at the frst meeting of the Board of Directors.
SECTION 3. Removal . Any ofcer 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 ofce because of death, resignation,
removal, disqualifcation or otherwise, may be fled by the Board of Directors for the
unexpired portion of the term.
SECTION 5. President . The President shall be the principal executive ofcer of the
corporation and, subject to the control of the Board of Directors, shall in general
supervise and control all of the business and afairs of the corporation. He shall, when
present, preside at all meetings of the shareholders and of the Board of Directors. He
may sign certifcates 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 ofcer 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 ofce 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 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 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 afxed 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 ofce 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 Ofce of Secretary-Treasurer and such other duties as from time to time
may be assigned to him 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 duties in such sum with such surety or sureties, as the Board of Directors shall
determine.
SECTION 8. Salaries . The salaries, compensation and other benefts, if any, of the
ofcers shall be fxed from time to time by the Board of Directors, and no ofcer 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 ofcer or
ofcers, 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 confned to specifc 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 confned to spe -
cifc 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 ofcer or ofcers, 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. Certifcates for Shares . Certifcates repre senting shares of the
corporation shall be in such form as shall be determined by the Board of Directors.
Such certifcates shall be signed by the President and by the Secretary or by such other
ofcers authorized by law and by the Board of Directors so to do. All certifcates for
shares shall be consecutively numbered or otherwise identifed. 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 certifcates surrendered to the corporation for transfer shall be canceled
and no new cer tifcate shall be issued until the former certifcate for a like number of
shares shall have been surrendered and canceled, except that in case of a lost,
destroyed or mutilated certif cate, a new one may be issued therefore 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 attorney thereunto authorized by power of attorney duly executed and fled
with the Secretary of the cor pora tion, and on surrender for cancellation of the certifcate
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 fscal 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 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.
