SAMPLEBYLAWS OF ARTICLE I .....(CORPORATION X).....

SHAREHOLDERS

1.1 Annual Meeting. A meeting of shareholders shall be held each year for the election of directors and for the transaction of any other business . . . 1.2 Special Meeting. Special meetings of the shareholders, for any purpose or purposes, shall be held when directed by the .....chair of the board/president/board of directors....., or at the request of the holders . . . . 1.3 Place of Meeting. The board of directors may designate any place, either within or without the state of x, as the place of meeting for . . . 1.4 Action Without a Meeting. Action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by the holders of outstanding shares . . . 1.5 Notice of Meeting. Except in accordance with STATE X statute X, written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered . . . 1.6 Waiver of Notice of Meeting. Whenever any notice is required to be given to any shareholder, a waiver in writing signed by the person . . . 1.7 Fixing of Record Date. In order that the corporation may determine the shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof . . . 1.8 Shareholders' List. After fixing a record date for a meeting of shareholders, the corporation shall prepare an alphabetical list of the names . . . 1.9 Voting Per Share. Except as otherwise provided in the articles of incorporation or by STATE X statute X, each shareholder is entitled to one vote for each outstanding share held by him or her . . . ARTICLE II BOARD OF DIRECTORS 2.1 General Powers. Except as provided in the articles of incorporation and by STATE X statute X, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors. 2.2 Number, Terms, Classification, and Qualification. The board of directors of the corporation shall consist of . . . 2.3 Regular Meetings. An annual regular meeting of the board of directors shall be held without notice . . . 2.4 Special Meetings. Special meetings of the board of directors may be called by the chair of the board, the president, or any two directors. . . 2.5 Waiver of Notice of Meeting. Notice of a meeting of the board of directors need not be given to any director who signs a written waiver of notice

. 2. . . . Any officer of the corporation may be removed from his or her respective office . . .7 Effect of Action. 2. ARTICLE III OFFICERS 3. The president shall be the chief executive officer of the corporation and shall.10 Meetings by Means of Conference Telephone Call or Similar Electronic Equipment.3 Resignation. The officers of the corporation shall be a chief executive officer. Participation by such means constitutes presence in person at a meeting.before. these bylaws shall constitute a quorum for the transaction of business . . .1 Certificates for Shares. .1 Officers.6 Compensation. A majority of the number of directors fixed by. 3. . . 3. . president .4 Removal. . ARTICLE IV CERTIFICATES OF STOCK 4.6 Quorum. The compensation of the officers of the corporation shall be fixed from time to time by the board of directors. . . . A director of the corporation who is present at a meeting of the board of directors or a committee of the board when corporate action is taken shall be presumed . The board of directors shall determine whether shares of the corporation shall be uncertificated or certificated . 2.8 Presumption of Assent. The act of a majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the board of directors. . 3. 2. .2 Appointment and Term of Office. 3. . Any action required or permitted to be taken at a meeting of the board of directors or a committee of it may be taken without a meeting if a consent in writing. . . . or in the manner provided in.9 Action Without a Meeting. Members of the board of directors may participate in a meeting of the board by means of a conference telephone call or similar communications equipment if all persons participating in the meeting can hear each other at the same time. 3. subject to the control of the board of directors . . 2.5 President. The officers of the corporation shall be appointed annually by the board of directors . Any officer of the corporation may resign from his or her respective office or position by delivering notice to the corporation .

4. or repealed. . ARTICLE VI AMENDMENTS These bylaws may be altered. amended. . . by action of the board of directors . . and only after the surrender to the corporation of the certificates representing such shares. . . . . ARTICLE V ACTIONS WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS Unless otherwise directed by the board of directors. and new bylaws may be adopted. . Except as provided by STATE X statute X .3 Lost Certificates. . Ownership of Shares.2 Transfer of Shares. ARTICLE VIII CORPORATE SEAL The board of directors shall provide for a corporate seal that shall be circular . Transfers of shares of stock of the corporation shall be made only on the stock transfer books of the corporation.4. The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form . . the president or a designee of the president shall have power to vote and otherwise act on behalf of .

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