Fill and Sign the Virginia Corporate Form

XXX, INC. BYLAWS ARTICLE I MEETINGS OF SHAREHOLDERS 1.1 Place and Time of Meetings . Meetings of shareholders shall be held at such place (either within or outside the Commonwealth of Virginia) and at such time as may be provided in the notice of the meeting and approved by the President or the Board of Directors. 1.2 Annual Meeting . The annual meeting of shareholders shall be held on the ______ of ____________ of each year, if not a legal holiday, and if a legal holiday, then on the next succeeding business day. 1.3 Substitute Annual Meeting . If an annual meeting of shareholders is not held on the day designated in these Bylaws, a substitute annual meeting shall be called as promptly as is practicable in accordance with the provisions of Section 1.4. Any meeting so called shall be designated and treated for all purposes as the annual meeting. 1.4 Special Meetings . Special meetings of the shareholders may be called by the President or the Board of Directors. Only business within the purpose or purposes described in the notice for a special meeting of shareholders may be conducted at the meeting. 1.5 Record Dates . Except as is provided in Section 1.9, the Board of Directors may fix, in advance, a record date to make a determination of shareholders entitled to notice of, or to vote at, any meeting of shareholders, to receive any dividend or for any purpose, such date to be not more than 70 days before the meeting or action requiring a determination of shareholders. If no such date is set for any meeting of shareholders then the record date shall be the close of business on the day before the date on which the first notice of the meeting is mailed or, if no notice is mailed, on the day before the effective date of such notice as established in Section 1.6. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall be effective for any adjournment of the 1 meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. 1.6 Notice of Meetings . Written notice stating the place, day and hour of each meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than 60 days before the date of the meeting (except when a different time is required by law) either personally or by mail, telegraph, teletype, telecopy or other form of wire, or wireless communication, or by private courier, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be effective when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at his address, as it appears on the share transfer books of the Corporation. If given in any other manner, such notice shall be deemed to be effective two days after it is sent by telegraph, teletype, telecopy or other form of wire or wireless communication or given to a private courier to be delivered. If a meeting is adjourned to a different date, time or place, notice need not be given if the new date, time or place is announced at the meeting before adjournment. However, if a new record date for an adjournment is fixed, notice of the adjourned meeting shall be given to persons who are shareholders as of the new record date unless a court provides otherwise. 1.7 Waiver of Notice; Attendance at Meeting . A shareholder may waive any notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Secretary of the Corporation for inclusion in the minutes or filing with the corporate records. A shareholder’s attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. 1.8 Quorum and Voting Requirements . Unless otherwise required by law, a majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. Once a 2 share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting. If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by law. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present, Less than a quorum may adjourn a meeting. 1.9 Action Without Meeting . Action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without action by the Board of Directors if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the shareholders and delivered to the Secretary of the Corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section shall be effective when all consents are in the possession of the Corporation, unless the consent specifies a different effective date and states the date, of execution by each shareholder, in which event it shall be effective according to the terms of the consent. A shareholder may withdraw consent only by delivering a written notice of withdrawal to the Corporation prior to the time that all consents are in the possession of the Corporation. The record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent described in the preceding paragraph. ARTICLE II DIRECTORS 2.1 General Powers . The Corporation shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, its Board of Directors, subject to any limitation set forth in the Articles of Incorporation. 2.2 Number . The number of directors of the Corporation shall be one. The number of directors may be increased or decreased from time to time by the Board of Directors by a number that is 30% or less of the number of directors last elected by the shareholders. 3 .3 Election and Term . Directors (other than initial directors) shall be elected at the first annual meeting of shareholders and at each annual meeting of shareholders thereafter. Despite the expiration of a director’s term, such director shall continue to serve until his successor is elected and qualifies or until his position is eliminated by a decrease in the number of directors. A decrease in the number of directors shall not shorten an incumbent director’s term and if the decreased number of directors is less than the number of directors in office, the change in the number of directors will not be effective until the next shareholders’ meeting at which directors are elected. No individual shall be named or elected as a director without his prior consent. 2.4 Removal; Vacancies . The shareholders may remove any director, with or without cause, but only at a meeting called that purpose and the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is removal of the director. Removal of a director shall be effective only if the number of votes cast to remove him constitutes a majority of the votes entitled to be cast at an election of directors by which such director was elected. A vacancy on the Board of Directors including a vacancy resulting from the removal of a director or an increase in the number of directors, may be filled by (i) the shareholders, (ii) the Board of Directors, or (iii) the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and may, in the case of a resignation that will become effective at a specified later date, be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. 2.5 Annual and Regular Meetings . An annual meeting of the Board of Directors shall be held immediately following each annual meeting of shareholders, for the purpose of electing officers and carrying on such other business as may properly come before such meeting. Such meeting shall be held at the place where the shareholders’ meeting was held. The Board of Directors may adopt a schedule of additional meetings which shall be considered regular meetings. Regular meetings shall be held at such times and at such places, within or without the Commonwealth of Virginia, as the President or the Board of Directors shall designate from time to time. If no place is designated, regular meetings shall be held at the principal office of the Corporation. 2.6 Special Meetings . Special meetings of the Board of Directors may be called by the President or a majority of the Directors of the Corporation, and shall be held at such times an at such places, within or without the Commonwealth of Virginia, 4 as the person or persons calling the meetings shall designate. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the Corporation. 2.7 Notice of Meetings . No notice need be given of regular meetings of the Board of Directors. Notices of special meetings of the Board of Directors shall be given to each director in person or delivered to him at his residence or business address (or such other place as he may have directed in writing) not less than twenty - four (24) hours before the meeting by mail, messenger, telecopy, telegraph, or other means of written communication or by telephoning such notice to him. Any such notice shall set forth the time and place of the meeting and state the purpose for which it is called. 2.8 Waiver of Notice . A director may waive any notice required by law, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the givinq of such notice. Except as provided in the next paragraph of this section, the waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records. A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. 2.9 Quorum; Voting . A majority of the number of directors fixed in these Bylaws shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors . A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting specified business at the meeting; or (ii) he votes against, or abstains from, the action taken. 2.10 Telephonic Meetings . The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director 5 participating in a meeting by this means is deemed to be present in person at the meeting. 2.11 Action Without Meeting . Action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section shall be effective when the last director signs the consent unless the consent specifies a different effective date and states the date of execution by each director, in which event it shall be effective according to the terms of the consent. 2.12 Compensation . The Board of Directors may fix the compensation of directors for their services as directors and may provide for the payment of all expenses incurred by directors in attending meetings of the Board of Directors. ARTICLE III OFFICERS 3.1 Officers . The officers of the Corporation shall be a President, and a Secretary, and in the discretion of the Board of Directors, one or more Vice-Presidents and other officers and assistant officers as may be deemed necessary or advisable to carry on the business of the Corporation. Any two or more offices may be held by the same person. 3.2 Election; Term . Officers shall be elected at the annual meeting of the Board of Directors and may be elected at such other time or times as the Board of Directors shall d6termine. They shall hold office, unless removed, until the next annual meeting of the Board of Directors or until their successors are elected. Any officer may resign at any time upon written notice to the Board of Directors, and such resignation shall be effective when notice is delivered unless the notice specifies a later effective date. 3.3 Removal of Officers . The Board of Directors may remove any officer or assistant officer at any time, with or without cause. 3.4 Duties of Officers . The President shall be the Chief Executive officer of, the Corporation. He and the other officers shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be 6 delegated to them from time to time by the Board of Directors. The Chief Executive officer, if he is present, shall be chairman of all meetings of the shareholders and the Board of Directors, as well as any committee of which he is a member, unless the Board of Directors provides otherwise. ARTICLE IV SHARE CERTIFICAT ES 4.1 Form . Shares of the Corporation shall, when fully paid, be evidenced by certificates in such form as may be required by law and approved by the Board of Directors. Certificates shall be signed by the President and the Secretary and may (but need not) be sealed with the seal of the Corporation. 4.2 Transfer . The Board of Directors shall have power and authority to make such rules and regulations concerning the issue, registration and transfer of certificates representing the shares of the Corporation. Transfers of shares and of the certificates representing such shares shall be made upon the books of the Corporation by surrender of the certificates for the shares transferred accompanied by assignments in writing by the owners or their attorneys-in-fact. 4.3 Restrictions on Transfer . A restriction on the transfer or registration of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is lawful and its existence is noted conspicuously on the front or back of the certificate representing the shares. 4.4 Lost or Destroyed Share Certificates . The Corporation may issue a new share certificate in the place of any certificate theretofore issued by it which is alleged to have been lost or destroyed and may require the owner of such certificate, or his legal representative, to give the Corporation a bona, with or without surety, or such other agreement, undertaking or security as the Board of Directors shall determine is appropriate, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction or the issuance of any such new certificate. ARTICLE V MISCELLANEOUS PROVISIONS 5.1 Corporate Seal . The corporate seal of the Corporation shall be circular and shall have inscribed thereon, within and 7 around the circumference “XXX, Inc.” In the center shall be the word “SEAL.” 5.2 Fiscal Year . The fiscal year of the Corporation shall be determined in the discretion of the Board of Directors, but in the absence of any such determination it shall be the calendar year. 5.3 Amendments . These Bylaws may be amended or repealed, and new Bylaws may be made at any regular or special meeting of the Board of Directors. Bylaws made by the Board of Directors may be repealed or changed and new Bylaws may be made by the shareholders, and the shareholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors. 8