BYLAWS OF [NAME OF CORPORATION]

Article I. Offices
The registered office of the corporation, as required by the [title of corporation [statute/code]], in the
State of [name of state] shall be in the City of [name of city], County of [name of county], and the
address of the registered office may be changed from time to time by the board of directors. The
corporation shall also have and maintain an office or principal place of business at such place as may
be fixed by the board of directors, and may also have offices at such other places, both within and
without the State of [name of state] as the board of directors may from time to time determine or the
business of the corporation may require.

Article II. Stockholders

1. Annual Meeting
The annual meeting of the stockholders shall be held on [name of month] [ordinal number of day] in
each year, beginning with the year [designation of year], at the hour of [time of day], or at such other
time on such other day within such month as shall be fixed by the board of directors, for the purpose of
electing directors and for the transaction of such other business as may lawfully come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of [name of state],
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 stockholders, or at any adjournment of
such, the board of directors shall cause the election to be held at a special meeting of the stockholders
as soon thereafter as conveniently may be.

2. Special Meetings
Special meetings of the stockholders of the corporation may be called, for any purpose or purposes,
unless otherwise prescribed by statute, by the president or the board of directors pursuant to a
resolution adopted by a majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such resolution is presented to the
board of directors for adoption). In addition, when required by applicable law, a special meeting of
stockholders shall be called by the president at the request of stockholders holding [amount of
percentage]% or more of the outstanding shares.

3. Place of Meeting
Meetings of the stockholders of the corporation shall be held at such place, either within or without the
State of [name of state], as may be designated from time to time by the board of directors, or, if not so
designated, then at the principal office of the corporation in the State of [name of state].[EITHER:]

4. Notice of Meeting
Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting
of stockholders shall be given not less than [minimum number of days] nor more than [maximum
number of days] days before the date of the meeting to each stockholder entitled to vote at such
meeting, such notice to specify the place, date and hour and, in the case of a special meeting, purpose
or purposes of the meeting. Any such notice shall be given in writing, timely and duly deposited in the
United States mail, postage prepaid, and addressed to his last known post office address as shown by
the stock record of the corporation or its transfer agent.
Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed
by the person entitled to notice thereof, either before or after such meeting, and will be waived by any
stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a
meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of
such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice
thereof had been given.[OR:]
4. Long-Form Notice Procedures
A written notice of all meetings of the stockholders, both regular and special, shall be sent to each
stockholder of record at least [minimum number of days] days before each such meeting. Such notice,
although required to be sent prior to all meetings, shall not be a prerequisite to the legality of any
annual meeting, and the provisions in these bylaws for the holding of such annual meetings on the day
and place herein specified shall be construed as sufficient call and notice of each such meeting; and the
written notice of annual meetings herein provided for shall be construed as advisory only, and as a
reminder to the stockholders.
Each notice shall set forth the place, including the complete street address and exact location, the date,
and the hour of the meeting. Each notice of a special meeting shall further set forth each matter to be
considered and voted on at the meeting, and shall set forth the name or office of each person making or
joining in the call of the meeting and, in the case of a special meeting called at the request of
stockholders, a statement that such meeting has been called at the request of a specified percentage of
the stockholders.
It shall be the responsibility of the [secretary/assistant secretary] to see that proper notices of all
meetings are given to stockholders, as provided in these bylaws. In the case of the inability of such
officer to give such notice or see to the same, then the notice shall be given by or under the direction of
any other officer or any director or stockholder appointed for the purpose by the president or board of
directors.
Notice of any meeting shall be mailed by first class mail to each stockholder of record at his or her last
postal address as shown by the records of the corporation, and the giving of the notice shall be deemed
complete as to each stockholder when the same is deposited in the United States mail. When any notice
is not received by a stockholder because of his or her failure to advise the corporation of his or her
correct mailing address, or his or her failure to notify the corporation of a change in his or her mailing
address, or for any other reason beyond the control of the corporation, such failure shall not affect the
sufficiency of the notice to such person.

5. Closing of Transfer Books or Fixing of Record Date

For the purposes of determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment of such, or stockholders entitled to receive payment of any dividend,
or in order to make a determination of stockholders 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, [number of days] days. If the stock transfer books shall be closed for the
purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such
books shall be closed for at least [minimum, number of days] days immediately preceding such
meeting. In lieu of closing the stock transfer books, the board of directors may fix, in advance, a record
date, which record date shall not precede the date upon which the resolution fixing the record date is
adopted by the board of directors, and which record date shall, subject to applicable law, not be more
than [maximum number of days] nor less than [minimum number of days] days before the date of such
meeting. If no record date is fixed by the board of directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; PROVIDED, HOWEVER, that the board of directors may fix a new
record date for the adjourned meeting.[EITHER:]

6. Voting Record
The officer or agent having charge of the stock transfer books shall prepare and make, at least
[minimum number of days] days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of
each stockholder and the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, during ordinary business hours, for a period of at least
[minimum number of days] days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at
 the place where the meeting is to be held. The list shall be produced and kept at the time and place of
meeting during the whole time thereof and may be inspected by any stockholder who is present.[OR:]

6. Voting Record

1. After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of the
names of all its stockholders who are entitled to notice of a stockholders' meeting. The list must be
arranged by voting group (and within each voting group by class or series of shares) and show the
address of and number of shares held by each stockholder.

2. The stockholders' list shall be available for inspection by any stockholder, beginning [number of
days] business days after notice of the meeting is given for which the list was prepared and continuing
through the meeting, at the corporation's principal office or at a place identified in the meeting notice
in the city where the meeting will be held. A stockholder, or his or her agent or attorney, is entitled, on
[number of days] business days' written notice, to demand to inspect and to copy the list, during
regular business hours and at his or her expense, during the period it is available for inspection, if:

a. His or her demand is made in good faith and for a proper purpose;

b. He or she describes with reasonable particularity his or her purpose and the records he or she desires
to inspect; and

c. The records are directly connected with his or her purpose.

3. The corporation shall make the stockholders' list available at the meeting, and any stockholder, or
his or her agent or attorney, is entitled to inspect the list at any time during the meeting or any
adjournment.[EITHER:]

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 stockholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been transacted at the
meeting as originally noticed. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of
Incorporation, or by these bylaws, the presence, in person or by proxy duly authorized, of the holders
of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the
transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned,
from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the
shares represented thereat, but no other business shall be transacted at such meeting. The stockholders
present at a duly called or convened meeting, at which a quorum is present, may continue to transact
business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.[OR:]

7. Quorum
The holders of [[amount of percentage]%/fractional amount] of the shares entitled to vote at any
meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the
transaction of any business at any such meeting, provided that when a specified item of business is
required to be voted on by a class or series (if the corporation shall then have outstanding shares of
more than one class or series) voting as a class, the holders of [[amount of percentage]%/fractional
amount] of the shares of such class or series shall constitute a quorum (as to such class or series) for
 the transaction of such item of business. When a quorum is once present to organize a meeting of
stockholders, it is not broken by the subsequent withdrawal of any stockholders or their proxies. The
holders of a majority of shares present in person or represented by proxy at any meeting of
stockholders, including an adjourned meeting, whether or not a quorum is present, may adjourn such
meeting to another time and place. When a meeting is adjourned to another time or place, it shall not
be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken and at the adjourned
meeting any business may be transacted that might have been transacted on the original date of the
meeting.[OR:]

[OPTIONAL: 7. Quorum and Voting Requirements for Voting Groups

1. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter. A majority of the votes entitled to be cast on
the matter by the voting group constitutes a quorum of that voting group for action on that matter.

2. Once a 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 must be set for that adjourned meeting.

3. If a quorum exists, action on a matter (other than the election of directors) by a voting group is
approved if the votes cast within the voting group favoring the action exceed the votes cast opposing
the action.

4. If the articles of incorporation provide for voting by a single voting group on a matter, action on that
matter is taken when voted upon by that voting group.
If the articles of incorporation provide for voting by two or more voting groups on a matter, action on
that matter is taken only when voted upon by each of those voting groups counted separately. Action
may be taken by one voting group on a matter even though no action is taken by another voting group
entitled to vote on the matter.]

8. Proxies
Every person entitled to vote at any meeting of stockholders shall have the right to do so either in
person or by an agent or agents authorized by a proxy granted in accordance with [name of state] law.
An agent so appointed need not be a stockholder. No proxy shall be voted after [number of section]
years from its date of creation unless the proxy provides for a longer period.[EITHER:]

9. Voting of Shares
Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a
vote at a meeting of stockholders.[OR:]

[OPTIONAL: 9. Voting of Shares

Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of
directors of such other corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be voted by [him/her], either
in person or by proxy, without 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 into [his/her] name if
authority to do so is contained in an appropriate order of the court by which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been
 transferred into the name of the pledgee, and after that the pledgee shall be entitled to vote the shares
so transferred.
Neither treasury shares of its own stock held by the corporation, nor shares held by another
corporation if a majority of the shares entitled to vote for the election of directors of such other
corporation are held by the corporation, shall be voted at any meeting or counted in determining the
total number of outstanding shares at any given time for purposes of any meeting.]

10. Informal Action by Stockholders

Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken
at any annual or special meeting of the stockholders, or any action which may be taken at any annual
or special meeting of the stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders
of outstanding stock having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote thereon were present and
voted.

[OPTIONAL: 11. Conduct of Proceedings and Order of Business

Meetings of stockholders shall be presided over by [title of officer]. The stockholders may at their
option elect from their number a presiding officer for any [annual/special] meeting.
Any meeting may be adjourned from time to time to a specific day, on motion duly made and carried.
No notice of any adjourned meeting need be given, except by announcement in open meeting;
provided, that if a meeting is adjourned for more than [number of section] days, notice of the
adjourned meeting, including the time and place thereof, shall be given as in the case of an original
meeting.
On questions of parliamentary procedure not covered by these bylaws, the latest edition of [title of
parliamentary rules] shall govern.
At each annual meeting a full report of the business, affairs, and condition of the corporation for the
[fiscal/operational] year just ended shall be presented by the [president/board of directors]. The order
of business at the regular annual meeting of stockholders and, so far as applicable, at all other
meetings, shall be as follows:

(a) Calling the roll; determining and announcing the percentage of shares present; determination of
quorum;

(b) Proof of due notice of the meeting by the secretary or assistant secretary;

(c) Reading and disposition of unapproved minutes from prior meetings;

(d) Report of board of directors;

(e) Reports of officers;

(f) Election of directors;

(g) Disposition of unfinished business;

(h) Presentation and disposition of new business;

(i) Adjournment.]

[OPTIONAL: 12. Percentage for Action

As to the following matters, [amount of percentage]% of the shares voting shall be required to approve
any proposed stockholder action:
 1. The amendment of this Section [number of section].

2. Removal of one or more of the corporate directors.

3. To sue, complain and defend, in the corporate name.

4. To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal
in and with, real or personal property, or any interest in such property, wherever situated.

5. To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of any part of the
corporation's property and assets.

6. To lend money and use credit to assist its employees.

7. To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell,
mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or
other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships
or individuals, or direct or indirect obligations of the United States or of any other government, state,
territory, governmental district or municipality or of any instrumentality of the same.

8. To make contracts and guarantees and incur liabilities, borrow money, issue the corporation's notes,
bonds, and other obligations, or to secure any of the corporation's obligations by mortgage or pledge
of all or any of its property, franchises and income.

9. To lend money for the corporation's purposes.

10. To conduct corporate business, carry on its operations and have offices and exercise the powers
granted in these bylaws, outside of this state.

11. To make and alter bylaws, for the administration and regulation of the affairs of the corporation.

12. To make donations for the public welfare or for charitable, scientific or educational purposes.

13. To establish pension plans, pension trusts, profit sharing plans, stock bonus plans, stock option
plans and other incentive plans for any or all of its directors, officers and employees.

14. To cause the corporation to be a promoter, partner, member, associate, or manager of any
partnership, joint venture, trust or other enterprise.]

[OPTIONAL: 13. Voting Trusts

1. One or more stockholders may create a voting trust, conferring on a trustee the right to vote or
otherwise act for them, by signing an agreement setting out the provisions of the trust (which may
include anything consistent with its purpose) and transferring their shares to the trustee. When a
voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all
owners of beneficial interests in the trust, together with the number and class of shares each
transferred to the trust, and deliver copies of the list and agreement to the corporation's principal
office.

2. A voting trust becomes effective on the date the first shares subject to the trust are registered in the
trustee's name. A voting trust is valid for not more than [number of section] years after its effective
date unless extended under the following subparagraph 3.
 3. All or some of the parties to a voting trust may extend it for additional terms of not more than
[number of section] years each by signing an extension agreement and obtaining the voting trustee's
written consent to the extension. An extension is valid for [number of section] years from the date the
first stockholder signs the extension agreement. The voting trustee must deliver copies of the extension
agreement and list of beneficial owners to the corporation's principal office. An extension agreement
binds only those parties signing it.]

[OPTIONAL: 14. Voting Agreements

Two or more stockholders may provide for the manner in which they will vote their shares by signing
an agreement for that purpose. A voting agreement created under this paragraph is not subject to any
provisions included in these bylaws with respect to voting for directors including any cumulative voting
requirements.]

[OPTIONAL: 15. Voting for Directors; Cumulative Voting

1. 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.

2. Stockholders shall not have a right to cumulate their votes for directors unless the articles of
incorporation so provide.

3. Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting
unless: (a) the meeting notice or proxy statement accompanying the notice states conspicuously that
cumulative voting is authorized; or (b) a stockholder who has the right to cumulate his or her votes
gives notice to the corporation not less than [number of hours] hours before the time set for the
meeting of his or her intent to cumulate his or her votes during the meeting, and if one stockholder
gives this notice all other stockholders in the same voting group participating in the election are
entitled to cumulate their votes without giving further notice.]

Article III. Board of Directors[EITHER:]

1. General Powers
The powers of the corporation shall be exercised, its business conducted and its property controlled by
the board of directors, except as may be otherwise provided by statute or by the Certificate of
Incorporation.[OR:]

[OPTIONAL: 1. General Standards of Care

(a) Each director shall perform the duties of a director, including duties as a member of any committee
of the Board on which the director may serve, in good faith, in a manner such director believes to be in
the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances.

(b) In performing his or her duties, each director shall be entitled, so long as in any such case he or
she acts in good faith after reasonable inquiry when the need for it is indicated by the circumstances
and without knowledge that would cause such reliance to be unwarranted, to rely on information,
opinions, reports, or statements, including financial statements and other financial data, in each case
prepared or presented by the following:

(1) One or more officers or employees of the corporation whom the director believes to be reliable and
competent in the matters presented;
 (2) Counsel, independent accountants, or other persons as to matters that the director believes to be
within such person's professional or expert competence; or

(3) A committee of the Board on which the director does not serve, as to matters within its designated
authority, which committee the director believes to merit confidence.

(c) A person who performs the duties of director in accordance with paragraphs (a) and (b), above,
shall have no liability based on any alleged failure to discharge the person's obligation as a director.]
[OR:]

[OPTIONAL: 1. Power to Adopt Emergency Bylaws

(a) Subject to the approval of [[amount of percentage]%/fractional amount] of the shares voting on the
proposal, the board of directors may adopt emergency bylaws subject to repeal or change by action of
the stockholders which, to the extent provided therein and notwithstanding any different provisions in
the Certificate of Incorporation or these bylaws, shall be operative: (1) on declaration of a civil
defense emergency by the President of the United States or by concurrent resolution of Congress
pursuant to Title 50, Appendix, Section 2291 of the United States Code or any amendments, or (2) on
proclamation of a civil defense emergency by the Governor of [name of state] which relates to an
attack or imminent attack on the United States or any of its possessions. The emergency bylaws shall
cease to be effective and shall be suspended on any proclamation by the President of the United States,
or the passage by the Congress of a concurrent resolution, or any declaration by the Governor of
[name of state] that the civil defense emergency no longer exists.

(b) The emergency bylaws may contain provisions as may be deemed practical and necessary for the
interim management of the affairs of the corporation, including, without limitation, provisions with
respect to the number of directors or stockholders who shall constitute a quorum at a meeting of the
board of directors or stockholders, the number of votes necessary for action by the board or by the
stockholders, the procedure for holding a special election of directors, and the procedure for calling
and holding meetings of stockholders or directors.

(c) Emergency bylaws adopted pursuant to this provision shall not supersede the Certificate of
Incorporation or these bylaws in respect of amending the Certificate of Incorporation or these bylaws,
adopting a plan of merger or consolidation with another corporation or corporations, authorizing the
sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of the property
and assets of the corporation other than in the usual and regular course of business, authorizing a
liquidating dividend, or authorizing the dissolution of the corporation. The Certificate of Incorporation
and these bylaws shall continue in full force and effect for these purposes.

(d) No officer, director, or employee shall be liable for any action taken by him or her in good faith in
any emergency specified in paragraph (a), to protect or preserve assets of the corporation endangered
by the existence of the emergency, even though the action is not authorized by the bylaws then in
effect.][EITHER:]

2. Number, Tenure, and Qualifications

The authorized number of directors of the corporation shall be [number of section] or as otherwise
fixed in accordance with the Certificate of Incorporation. Directors need not be residents of the State of
[name of state] or stockholders unless so required by the Certificate of Incorporation. All directors
shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. If
for any cause, the directors shall not have been elected at an annual meeting, they may be elected as
soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the
manner provided in these bylaws.[OR:]

[OPTIONAL: 2. Staggered Term of Office

 The directors shall be divided into three classes designated as Class I, Class II and Class III,
respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions
adopted by the board of directors. At the first annual meeting of stockholders following the adoption of
this bylaw, the term of office of the Class I directors shall expire and Class I directors shall be elected
for a full term of three years. At the second annual meeting of stockholders following the adoption of
this bylaw, the term of office of the Class II directors shall expire and Class II directors shall be elected
for a full term of three years. At the third annual meeting of stockholders following the adoption of this
bylaw, the term of office of the Class III directors shall expire and Class III directors shall be elected
for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be
elected for a full term of three years to succeed the directors of the class whose terms expire at such
annual meeting.

3. Regular Meetings
A regular meeting of the board of directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting of stockholders. The board of directors
may provide, by resolution, the time and place, either within or without the State of [name of state], for
the holding of additional regular meetings without other notice than such resolution.
The annual meeting of the board of directors shall be held immediately before or after the annual
meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting
of the board of directors shall be necessary and such meeting shall be held for the purpose of electing
officers and transacting such other business as may lawfully come before it. Unless otherwise restricted
by the Certificate of Incorporation, regular meetings of the board of directors may be held at any time
or date and at any place within or without the State of [name of state] that has been designated by the
board of directors and publicized among all directors. No formal notice shall be required for regular
meetings of the board of directors.

4. Special Meetings
Unless otherwise restricted by the Certificate of Incorporation, special meetings of the board of
directors may be held at any time and place within or without the State of [name of state] whenever
called by the Chairman of the Board, the President or any two of the directors.

5. Notice
Notice of the time and place of all meetings of the board of directors shall be orally or in writing, by
telephone, including a voice messaging system or other system or technology designed to record and
communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means,
during normal business hours, at least [number of hours] hours before the date and time of the
meeting, or sent in writing to each director by first class mail, charges prepaid, at least [number of
days] days before the date of the meeting. Notice of any meeting may be waived in writing at any time
before or after the meeting and will be waived by any director by attendance thereat, except when the
director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully called or convened.

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 such majority is
present at a meeting, a majority of the directors present may adjourn the meeting from time to time
without further notice.
Unless the Certificate of Incorporation requires a greater number and except as otherwise provided in
these bylaws, a quorum of the board of directors shall consist of a majority of the exact number of
directors fixed from time to time by the board of directors in accordance with the Certificate of
Incorporation; PROVIDED, HOWEVER, at any meeting whether a quorum be present or otherwise, a
majority of the directors present may adjourn from time to time until the time fixed for the next regular
meeting of the board of directors, without notice other than by announcement at the meeting.
Any member of the board of directors, or of any committee thereof, may participate in a meeting by
means of conference telephone or similar communications equipment by means of which all persons
 participating in the meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.

7. Manner of Acting
At each meeting of the board of directors at which a quorum is present, all questions and business shall
be determined by the affirmative vote of a majority of the directors present, unless a different vote be
required by law, the Certificate of Incorporation or these bylaws.

8. Action Without Meeting

Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the board of directors or of any committee thereof may be
taken without a meeting, if all members of the board of directors or committee, as the case may be,
consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the
board of directors or committee.

9. Vacancies
Unless otherwise provided in the Certificate of Incorporation, any vacancies on the board of directors
resulting from death, resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors shall, unless the board of directors
determines by resolution that any such vacancies or newly created directorships shall be filled by
stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even
though less than a quorum of the board of directors. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of the director for which the
vacancy was created or occurred and until such director's successor shall have been elected and
qualified. A vacancy in the board of directors shall be deemed to exist under this bylaw in the case of
the death, removal or resignation of any director.

10. Compensation
Directors shall be entitled to such compensation for their services as may be approved by the board of
directors, including, if so approved, by resolution of the board of directors, a fixed sum and expenses
of attendance, if any, for attendance at each regular or special meeting of the board of directors and at
any meeting of a committee of the board of directors. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an officer, agent, employee,
or otherwise and receiving compensation therefor.

11. Presumption of Assent

A director of the corporation who is present at a meeting of the board of directors at which action on
any corporate matter is taken shall be presumed to have assented to the action taken unless [his/her]
dissent shall be entered in the minutes of the meeting or unless [he/she] shall file [his/her] written
dissent to such action with the person acting as the secretary of the meeting before the adjournment of
such or shall forward such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.

[OPTIONAL: 12. Transactions With Corporation and Conflicts of Interest

No contract or other transaction between the corporation and one or more of its directors or between
the corporation or any other corporation, partnership, voluntary association, trust, or other
organization of which any of its directors is a director or officer or in which he or she has any
financial interest shall be void or voidable for this reason or because any such director is present at or
participates in the meeting of the board of directors or of the committee thereof that authorizes the
contract or transactions or because his or her vote is counted for such purpose: (a) if the material
facts as to the contract or transaction and as to his or her relationship or interest are disclosed to the
board of directors or such committee and the board of directors or such committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of disinterested directors
even though the disinterested directors be less than a quorum, or (b) if the material facts as to the
 contract or transaction and as to his or her relationship or interest are disclosed or are known to the
stockholders entitled to vote thereon and the contract or transaction is specifically approved in good
faith by vote of the stockholders, or (c) if the contract or transaction is fair and reasonable as to the
corporation as of the time it is authorized, approved, or ratified by the board of directors, such
committee, or the stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee thereof that authorizes
the contract or transaction.]

[OPTIONAL: 13. Executive Committee

(a) The board of directors by resolution adopted by a majority of the full board, may designate two or
more of its members to constitute an executive committee. The designation of such committee and the
delegation to it of authority shall not operate to relieve the board of directors, or any member of such
board, of any responsibility imposed by law.

(b) The executive committee, when the board of directors is not in session shall have and may exercise
all of the authority of the board of directors except to the extent, if any, that such authority shall be
limited by the resolution appointing the executive committee and except also that the executive
committee shall not have the authority of the board of directors in reference to amending the
Certificate of Incorporation, adopting a plan of merger or consolidation, recommending to the
stockholders the sale, lease or other disposition of all or substantially all of the property and assets of
the corporation otherwise than in the usual and regular course of its business, recommending to the
stockholders a voluntary dissolution of the corporation or a revocation of such, or amending the
bylaws of the corporation.

(c) Each member of the executive committee shall hold office until the next regular annual meeting of
the board of directors following [his/her] designation and until [his/her] successor is designated as a
member of the executive committee and is elected and qualified.

(d) Regular meetings of the executive committee may be held without notice at such times and places
as the executive committee may fix from time to time by resolution. Special meetings of the executive
committee may be called by any member of such upon not less than [number of section] day's notice
stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed,
shall be deemed to be delivered when deposited in the United States mail addressed to the member of
the executive committee at [his/her] business address. Any member of the executive committee may
waive notice of any meeting and no notice of any meeting need be given to any member thereof who
attends in person. The notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.

(e) A majority of the members of the executive committee shall constitute a quorum for the transaction
of business at any meeting of such, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a quorum is present.

(f) Any action required or permitted to be taken by the executive committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the
members of the executive committee.

(g) Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the
full board of directors.

(h) Any member of the executive committee may be removed at any time with or without cause by
resolution adopted by a majority of the full board of directors. Any member of the executive committee
may resign from the executive committee at any time by giving written notice to the president or
secretary of the corporation, and unless otherwise specified, the acceptance of such resignation shall
 not be necessary to make it effective.

(i) The executive committee shall elect a presiding officer from its members and may fix its own rules
of procedure which shall not be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at the meeting of such
held next after the proceedings shall have been taken.]

[OPTIONAL: 14. Audit Committee

There shall be an audit committee composed of such number of directors (not less than [number of
section]) as the board of directors, by resolution passed by the vote of a majority of the entire board
may appoint, none of whom shall be an employee of the corporation.
The audit committee shall have the following duties:

(a) To recommend to the board of directors for approval by the stockholders the appointment of a firm
of independent public accountants (the “auditors”) to audit the accounts of the corporation
[OPTIONAL: and its subsidiaries] as the committee may recommend for the financial year in respect
of which such appointment is made;

(b) To make, or cause to be made by the auditors, such examinations or audits of the affairs and
operations of the corporation [OPTIONAL: or of any of its subsidiaries], of such scope, with such
objects, and at such times or intervals as the committee may determine in its discretion or as may be
ordered by the board of directors or the executive committee;

(c) To submit to the board of directors as soon as may be convenient following the conclusion of each
examination or audit made by or at the direction of the committee, a written report relative thereto;

(d) To oversee the activities of the general auditor and his or her staff, and to conduct periodic
performance evaluations and to establish the compensation of the general auditor; and

(e) To review matters associated with internal control and the management of risk.

A notation with respect to each report made to the board of directors by the audit committee and of the
action taken thereon by the board of directors shall be made in the minutes of the board of directors.]

[OPTIONAL: 15. Compensation and Nominating Committee

There shall be a compensation and nominating committee composed of such number of directors (not
less than [minimum number of directors] nor more than [maximum number of directors]) as the board
of directors, by resolution passed by the vote of a majority of the entire board may appoint, none of
whom shall be an employee of the corporation. The [title of officer(s)] shall serve as [an ex officio
member/or ex officio members] of the committee solely when it is acting in its capacity as a
nominating committee pursuant to subparagraphs (e) and (f), below. The [title of officer(s)] shall not
be deemed to be [a member or members] of the committee when it is acting with respect to
compensation matters pursuant to subparagraphs (a) and (d), below.
No person who serves as a member of the compensation and nominating committee when it acts with
respect to compensation matters shall be eligible for an award or bonus under any bonus or incentive
plan or otherwise or for the grant of an option of contingent credit under any stock option plan or
stock bonus plan.
The compensation and nominating committee shall have the following duties:

(a) After considering the recommendations of the [title of officer(s)], to make recommendations to the
board of directors from time to time as to the salaries of all employees of the corporation who are in
positions or at salary levels designated from time to time by the board of directors on the
recommendation of the committee;
 (b) To review the salary programs and other benefit plans or arrangements affecting directors or
employees of the corporation (except any such program, plan, or arrangement imposed on the
corporation by law), to discharge any other responsibility placed on the committee by any such benefit
plans or arrangements or specifically delegated by the board of directors to the committee from time to
time to present to the board of directors the views of the committee with respect to proposed changes in
any such program, plan, or other arrangement, which shall have been brought to the committee's
attention by corporate management;

(c) To make, or cause to be made, such special studies and reports pertaining to the corporation's
compensation policies and practices as may be requested of the committee from time to time by the
board of directors;

(d) To execute as it sees fit from time to time the powers and to discharge the duties vested in it from
time to time by the terms of any pension or other benefit plan or arrangement affecting directors or
employees of the corporation;

(e) To consider and recommend to the board of directors candidates for appointment or election as
directors who are proposed to it by the [title of officer(s)] or by any other officer of the corporation, or
any director or stockholder; and

(f) To perform such functions as may be assigned to it from time to time by the board of directors.]

Article IV. Officers

1. Number
The officers of the corporation shall include, if and when designated by the board of directors, the
Chairman of the board of directors, the President, one or more Vice Presidents, the Secretary, and the
Treasurer, all of whom shall be elected at the annual organizational meeting of the board of directors.
The board of directors may also appoint one or more Assistant Secretaries, Assistant Treasurers and
such other officers and agents with such powers and duties as it shall deem necessary. The board of
directors may assign such additional titles to one or more of the officers as it shall deem appropriate.
Any one person may hold any number of offices of the corporation at any one time unless specifically
prohibited therefrom by law. The salaries and other compensation of the officers of the corporation
shall be fixed by or in the manner designated by the board of directors.

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
stockholders. If the election of officers shall not be held at such meeting, such election shall be held as
soon after that as conveniently may be. All officers shall hold office at the pleasure of the board of
directors and until their successors shall have been duly elected and qualified, unless sooner removed.

3. Removal
Any officer elected or appointed by the board of directors may be removed at any time by the board of
directors, but such removal shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself create contract rights.

4. Vacancies
If the office of any officer becomes vacant for any reason, the vacancy may be filled by the board of
directors.[EITHER:]

5. President
The president shall preside at all meetings of the stockholders and at all meetings of the board of
directors, unless the Chairman of the board of directors has been appointed and is present. Unless some
 other officer has been elected chief executive officer of the corporation, the president shall be the chief
executive officer of the corporation and shall, subject to the control of the board of directors, have
general supervision, direction and control of the business and officers of the corporation. The president
shall perform other duties commonly incident to his office and shall also perform such other duties and
have such other powers, as the board of directors shall designate from time to time.[OR:]

5. President
The president of the corporation shall be the corporation's principal executive officer and shall exercise
general supervision and control over all the business and affairs of the corporation. The president shall
have the following specific powers and duties:

(a) To preside at all meetings of the stockholders at which he or she is present;

(b) To have general and active management of the business of the corporation;

(c) To see that all orders and resolutions of the board are carried into effect;

(d) To execute bonds, mortgages, deeds of trust, and other contracts requiring a seal, under the seal of
the corporation;

(e) To ensure the safekeeping of the seal of the corporation, and when authorized by the board of
directors, to affix the seal to any instrument requiring it;

(f) To vote the shares of stock of any other corporation that are held by this corporation, or to appoint
proxies for such purpose, unless other provisions are made by the board of directors;

(g) To have general superintendence and direction of all the other officers of the corporation and of the
agents and employees thereof and to see that their respective duties are properly performed;

(h) To operate and conduct the business and affairs of the corporation according to the orders and
resolutions of the board of directors, and according to his or her own discretion whenever and
wherever it is not expressly limited by such orders and resolutions;

(i) To submit a report of the operations of the corporation to the directors at the regular meeting in each
month, and an annual report thereof to the stockholders at the annual meeting, and from time to time to
report to the directors all matters within his or her knowledge that should be brought to their attention
in the best interests of the corporation.

In addition to the foregoing, the president may sign certificates of stock, and shall have such other
powers, duties, and authority as may be set forth elsewhere in these bylaws and as may be prescribed
by the board of directors from time to time.

6. Vice-Presidents
The vice presidents may assume and perform the duties of the president in the absence or disability of
the president or whenever the office of president is vacant. The vice presidents shall perform other
duties commonly incident to their office and shall also perform such other duties and have such other
powers as the board of directors or the president shall designate from time to time.

7. Secretary
The secretary shall attend all meetings of the stockholders and of the board of directors and shall
record all acts and proceedings thereof in the minute book of the corporation. The secretary shall give
notice in conformity with these bylaws of all meetings of the stockholders and of all meetings of the
board of directors and any committee thereof requiring notice. The secretary shall perform all other
 duties given him in these bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers, as the board of directors shall designate from
time to time. The president may direct any assistant secretary to assume and perform the duties of the
secretary in the absence or disability of the secretary, and each assistant secretary shall perform other
duties commonly incident to his office and shall also perform such other duties and have such other
powers as the board of directors or the president shall designate from time to time.

8. Treasurer
Unless some other officer has been elected chief financial officer of the corporation, the treasurer shall
be the chief financial officer of the corporation and shall keep or cause to be kept the books of account
of the corporation in a thorough and proper manner and shall render statements of the financial affairs
of the corporation in such form and as often as required by the board of directors or the president. The
treasurer, subject to the order of the board of directors, shall have the custody of all funds and
securities of the corporation. The treasurer shall perform other duties commonly incident to his office
and shall also perform such other duties and have such other powers as the board of directors or the
president shall designate from time to time. The president may direct any assistant treasurer to assume
and perform the duties of the treasurer in the absence or disability of the treasurer, and each assistant
treasurer shall perform other duties commonly incident to his office and shall also perform such other
duties and have such other powers as the board of directors or the president shall designate from time
to time. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of
[his/her] duties in such sum and with such surety or sureties as the board of directors shall determine.

[OPTIONAL: 9. Chairman of the Board of Directors

The Chairman of the board of directors, when present, shall preside at all meetings of the stockholders
and the board of directors. The Chairman of the board of directors shall perform other duties
commonly incident to his office and shall also perform such other duties and have such other powers,
as the board of directors shall designate from time to time. If there is no president, then the Chairman
of the board of directors shall also serve as the chief executive officer of the corporation and shall
have the powers and duties prescribed for the president of the corporation in these bylaws.

Article V. Contracts, Checks and Authority

The board of directors may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument
or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter
into contracts on behalf of the corporation, except where otherwise provided by law or these bylaws,
and such execution or signature shall be binding upon the corporation.
All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or
in special accounts of the corporation shall be signed by such person or persons as the board of
directors shall authorize so to do.
Unless authorized or ratified by the board of directors or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Article VI. Certificates for Shares and Their Transfer

1. Certificates for Shares

Certificates for the shares of stock of the corporation shall be in such form as is consistent with the
Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be
entitled to have a certificate signed by or in the name of the corporation by the Chairman of the board
of directors, or the president or any vice president and by the treasurer or assistant treasurer or the
secretary or assistant secretary, certifying the number of shares owned by him in the corporation. Any
or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued
with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each
 certificate shall state upon the face or back thereof, in full or in summary, all of the powers,
designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be
issued or shall, except as otherwise required by law, set forth on the face or back a statement that the
corporation will furnish without charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional, or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall
send to the registered owner thereof a written notice containing the information required to be set forth
or stated on certificates pursuant to this section or otherwise required by law or with respect to this
section a statement that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates
representing stock of the same class and series shall be identical.
A new certificate or certificates shall be issued in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The
corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the
owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to agree to
indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in
such form and amount as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

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 or by [his/her] legal representative, who shall furnish proper evidence of
authority to transfer, or by [his/her] attorney authorized by power of attorney duly executed and filed
with the secretary of the corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner for all purposes.
Transfers of record of shares of stock of the corporation shall be made only upon its books by the
holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly
endorsed certificate or certificates for a like number of shares. The corporation shall have power to
enter into and perform any agreement with any number of stockholders of any one or more classes of
stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more
classes owned by such stockholders in any manner not prohibited by applicable law.

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

Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of
Incorporation and applicable law, if any, may be declared by the board of directors pursuant to law at
any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation and applicable law.

Article IX. Corporate Seal

The corporate seal shall consist of a die bearing the name of the corporation and the inscription,
“Corporate Seal-[name of state].” Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

Article X. Waiver of Notice

Whenever any notice is required to be given to any stockholder or director of the corporation under the
 provisions of these bylaws or under the provisions of the Certificate of Incorporation or under the
provisions of the [title of corporation [statute/code]], a waiver in writing signed by the person or
persons entitled to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.[EITHER:]

Article XI. Amendments

Subject to any specific provision herein with respect to alteration or amendment of a particular bylaw,
these bylaws may be altered or amended or new bylaws adopted by the affirmative vote of a majority
of the voting power of all of the then-outstanding shares of the voting stock of the corporation entitled
to vote. The board of directors shall also have the power to adopt, amend, or repeal bylaws.[OR:]

Article XI. Amendments Subject to Supermajority Voting Requirements

These bylaws may be amended at any time by majority vote of the [board of [directors/stockholders]],
except that any of the following amendments shall require the approval of [amount of percentage]% of
the [board of [directors/stockholders]]:

(a) Any amendment reducing the percentage of outstanding shares required to constitute a quorum for
the transaction of business or required to authorize any stockholder action;

(b) Any amendment reducing the number of directors required to constitute a quorum for the
transaction of business or required to authorize any action on the part of the board of directors;

(c) Any amendment increasing or decreasing the number of authorized shares, or authorizing the
issuance of previously authorized but unissued shares;

(d) Any amendment increasing or decreasing the number of directors;

(e) Any amendment imposing or eliminating any stock transfer restrictions or mandatory stock
purchase obligations;

(f) Any amendment to this section.[EITHER:]

Article XII. Short-Form Indemnification of Directors and Officers

Each director and officer of the corporation now or hereafter serving as such, shall be indemnified by
the corporation against any and all claims and liabilities to which he or she has or shall become subject
by reason of serving or having served as such director or officer, or by reason of any action alleged to
have been taken, omitted, or neglected by him or her as such director or officer; and the corporation
shall reimburse each such person for all legal expenses reasonably incurred by him or her in
connection with any such claim or liability, provided, however, that no such person shall be
indemnified against, or be reimbursed for any expense incurred in connection with, any claim or
liability arising out of his or her own willful misconduct or gross negligence.
The amount paid to any officer or director by way of indemnification shall not exceed his or her actual,
reasonable, and necessary expenses incurred in connection with the matter involved, and such
additional amount as may be fixed by a committee of not less than [number of section] nor more than
[number of section] persons selected by the board of directors, who shall be stockholders of the
corporation, but not officers or directors. Any determination so made shall be prima facie evidence of
the reasonableness of the amount fixed and binding on the indemnified officer or director.
The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any
director or officer of the corporation may otherwise be entitled by law.[OR:]

Article XII. Long-Form Indemnification of Directors and Officers

(a) The corporation shall, to the extent legally permissible, indemnify each of the directors and officers
of the corporation against all liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise, or as fines and penalties, and counsel fees, reasonably incurred by such
director or officer in connection with the defense or disposition of any action, suit, or other proceeding,
whether civil or criminal, in which such director or officer may be involved or with which such
director or officer may be threatened, while in office or thereafter, by reason of such director or officer
being or having been such a director or officer of the corporation or by reason of such director or
officer serving or having served at the request of the corporation as a director, officer, or trustee of a
wholly owned subsidiary of the corporation or having served in any capacity with respect to any
employee benefit plan maintained by the corporation or any wholly owned subsidiary of the
corporation, except with respect to any matter as to which such director or officer shall have been
adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her
action was in the best interest of the corporation or of such subsidiary or, to the extent that such matter
relates to service with respect to any such employee benefit plan, in the best interest of the participants
or beneficiaries of such employee benefit plan; provided, however, that as to any matter disposed of by
a compromise payment by such director or officer, pursuant to a consent decree or otherwise, no
indemnification either for such payment or for any other expenses shall be provided unless such
indemnification shall be ordered by a court or unless such compromise shall be approved as in the best
interest of the corporation, after notice that it involves such indemnification: (1) by a disinterested
majority of the directors of the corporation then in office; or (2) by a majority of the disinterested
directors of the corporation then in office, provided that there has been obtained an opinion in writing
of independent legal counsel to the effect that such director or officer appears to have acted in good
faith in the reasonable belief that his or her action was in the best interest of the corporation; or (3) by
the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a
single class, exclusive of any stock owned by any interested director or officer. Expenses, including
counsel fees, reasonably incurred by any director or officer of the corporation in connection with the
defense or disposition of any such action, suit, or other proceeding shall be paid from time to time by
the corporation in advance of the final disposition thereof on receipt of an undertaking by such director
or officer to repay the amounts so paid to the corporation if it is ultimately determined that
indemnification for such expense is not authorized under this paragraph. If in an action, suit, or
proceeding brought by or in the right of the corporation, a director of the corporation is held not liable
for monetary damages, whether because that director is relieved of personal liability under the
provisions of the [articles/certificate] of incorporation of the corporation or otherwise, that director
shall be deemed to have met the standard of conduct set forth above and shall be entitled to
indemnification for expenses reasonably incurred in the defense of such action, suit, or proceeding.

(b) The corporation may indemnify each person who served at the request of the corporation as a
director, officer, or trustee of any wholly owned subsidiary of the corporation or in any capacity with
respect to any employee benefit plan maintained by the corporation or any such subsidiary against all
liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise, or as
fines and penalties, and counsel fees, reasonably incurred by such person in connection with the
defense or disposition of any action, suit, or other proceeding, whether civil or criminal, in which such
person may be involved or with which such person may be threatened, while in office of thereafter, by
reason of such person being or having been a director, officer, or trustee of such subsidiary or having
acted in any such capacity with respect to any such employee benefit plan, except with respect to any
matter as to which such person shall have been adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that his or her action was in the best interest of the corporation or of such
subsidiary or, to the extent that such matter relates to service with respect to any such employee benefit
plan, in the best interest of the participants or beneficiaries of such employee benefit plan. Expenses,
including counsel fees, reasonably incurred by any such person in connection with the defense or
disposition of any such action, suit, or other proceeding may be paid from time to time by the
corporation in advance of the final disposition thereof on receipt of an undertaking by such person to
repay the amounts so paid to the corporation if it is ultimately determined that indemnification for such
expense is not authorized under this bylaw. Except as hereinafter provided in this paragraph (b),
indemnification under this paragraph (b) shall be made by the corporation only as authorized by the
board of directors of the corporation in each specific case.
To the extent that any person who serves at the request of the corporation as a director, officer, or
 trustee of any wholly owned subsidiary of the corporation or in any capacity with respect to any
employee benefit plan maintained by the corporation or any such subsidiary has been wholly
successful in the defense of any action, suit, or proceeding referred to above in the paragraph (b) or of
any claim or issue therein, such person shall, without further authorization of the board of directors of
the corporation, be indemnified by the corporation as hereinabove provided on presentation to the
board of directors of the corporation of a claim for indemnification and evidence reasonably
satisfactory to the board of directors of the corporation of such wholly successful defense. As used in
this paragraph (b), the term “wholly successful” means that the action, suit, or proceeding, or the claim
or issue has been finally terminated without a finding of liability or guilt against the person seeking
indemnification and the time for taking an appeal or other court or administrative action therein has
expired or, in the case of a threatened proceeding, a reasonable period of time, determined by
independent legal counsel selected by the board of directors of the corporation, has elapsed since the
threat was made without the proceeding having been instituted and, in either case, without any
payment or promise having been made to induce a settlement or compromise.

(c) As used in this bylaw, the terms “director,” “officer,” and “trustee” include the relevant individual's
heirs, executors and administrators, an “interested” director or officer is one against whom in such
capacity the proceedings in question or another proceeding on the same or similar grounds is then
pending, and a “wholly owned subsidiary” means any corporation, business trust, partnership, or other
business entity of which the corporation owns directly or through one or more wholly owned
subsidiaries all of the outstanding capital stock or other shares of beneficial interest (other than
directors' qualifying shares) entitled to vote generally. All directors, officers, and trustees of wholly
owned subsidiaries of the corporation and persons who serve in any capacity with respect to any
employee benefit plan maintained by any such subsidiary shall be deemed to serve or to have served in
such capacity at the request of the corporation. The indemnification by the corporation provided for in
this bylaw shall not be exclusive of or affect any other rights to which any director, officer, trustee, or
employee benefit plan fiduciary or other person may be entitled. Nothing contained in this bylaw shall
either limit the power of the corporation to indemnify corporate personnel other than directors and
officers or affect any rights to indemnification by the corporation to which corporate personnel other
than directors and officers of the corporation and persons who serve at the request of the corporation as
directors, officers, or trustees of wholly owned subsidiaries of the corporation or in any capacity with
respect to any employee benefit plan maintained by any subsidiary may be entitled by contract or
otherwise under law.

[OPTIONAL: Article XIII. Record Book and Financial Statements

1. The corporation shall keep as permanent records minutes of all meetings of its stockholders and
board of directors, a record of all actions taken by the stockholders or board of directors without a
meeting, and a record of all actions taken by a committee of the board of directors in place of the
board of directors on behalf of the corporation.

2. The corporation shall maintain appropriate accounting records.

3. The corporation or its agent shall maintain a record of its stockholders, in a form that permits
preparation of a list of the names and addresses of all stockholders, in alphabetical order by class of
shares showing the number and class of shares held by each.

4. The corporation shall maintain its records in written form or in another form capable of conversion
into written form within a reasonable time.

5. The corporation shall keep a copy of the following records at its principal office:

(a) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(b) Its bylaws or restated bylaws and all amendments to them currently in effect;

(c) Resolutions adopted by its board of directors creating one or more classes or series of shares, and
fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions
are outstanding;

(d) The minutes of all stockholders' meetings, and records of all action taken by stockholders without a
meeting, for the past [number of years] years;

(e) All written communications to stockholders generally within the past [number of years] years,
including the financial statements furnished for the past [number of years] years under the following
paragraph B;

(f) A list of the names and business addresses of its current directors and officers; and

(g) Its most recent annual report delivered to the Secretary of State.

6. A stockholder of the corporation or his or her agent is entitled to inspect and copy, during regular
business hours at the corporation's principal office, any of the records of the corporation described in
paragraph A of this article if he or she gives the corporation written notice of his or her demand at
least [number of section] business days before the date on which he or she wishes to inspect and copy.

7. A stockholder of the corporation or his or her agent is entitled to inspect and copy, during regular
business hours at a reasonable location specified by the corporation, any of the following records of
the corporation if the stockholder meets the requirements of the following subparagraph 3 and gives
the corporation written notice of his or her demand at least [number of section] business days before
the date on which he or she wishes to inspect and copy:

(a) Excerpts from minutes of any meeting of the board of directors, records of any action of a
committee of the board of directors while acting in place of the board of directors on behalf of the
corporation, minutes of any meeting of the stockholders, and records of action taken by the
stockholders or board of directors without a meeting, to the extent not subject to inspection under
subparagraph B(1) of this article;

(b) Accounting records of the corporation; and

(c) The record of stockholders.

8. A stockholder or his or her agent may inspect and copy the records identified in subparagraph 2
only if:

(a) His or her demand is made in good faith and for a proper purpose;

(b) He or she describes with reasonable particularity his or her purpose and the records he or she
desires to inspect; and

(c) The records are directly connected with his or her purpose.

9. The corporation may impose a reasonable charge, covering the costs of labor and material, for
copies of any documents provided to the stockholder. The charge may not exceed the estimated cost of
production or reproduction of the records.

10. The corporation may comply with a stockholder's demand to inspect the record of stockholders by
providing him or her with a list of its stockholders that was compiled no earlier than the date of the
stockholder's demand.]