ARTICLE I - CORPORATE OFFICES

Section 1.1 Registered Office: The registered office of the corporation shall be located at [REGISTERED OFFICE ADDRESS], in the State of [STATE].

Section 1.2 Other Offices: The corporation may also have offices at such other places, both within and without the State of [STATE], as the Board of Directors may from time to time determine.

ARTICLE II - SHAREHOLDERS

Section 2.1 Annual Meeting: The annual meeting of shareholders shall be held on [DAY AND MONTH] of each year at [TIME], or at such other date and time as may be fixed by the Board of Directors.

Section 2.2 Special Meetings: Special meetings of shareholders may be called by the Chairman of the Board, the President, or by the Board of Directors, and shall be called by the Secretary upon the written request of shareholders holding at least [PERCENTAGE]% of the outstanding shares.

Section 2.3 Place of Meetings: Meetings of shareholders shall be held at the registered office of the corporation or at such other place as may be designated by the Board of Directors.

Section 2.4 Notice of Meetings: Written notice of each meeting of shareholders shall be given not less than [NOTICE PERIOD] days nor more than [NOTICE PERIOD] days before the date of the meeting to each shareholder entitled to vote at such meeting.

Section 2.5 Quorum: A majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

Section 2.6 Voting: Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as may be otherwise provided in the Articles of Incorporation.

ARTICLE III - BOARD OF DIRECTORS

Section 3.1 General Powers: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by, the Board of Directors.

Section 3.2 Number, Tenure, and Qualifications: The number of directors shall be [NUMBER], or such other number as may be fixed from time to time by amendment to these bylaws. Directors need not be shareholders.

Section 3.3 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 shareholders.

Section 3.4 Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board or the President. The person or persons authorized to call special meetings may fix any place as the place for holding any special meeting.

Section 3.5 Notice: Notice of any special meeting shall be given at least [NOTICE PERIOD] days previously by written notice delivered personally or mailed to each director at his business address.

Section 3.6 Quorum: A majority of the number of directors fixed by Section 3.2 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 3.7 Manner of Acting: The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8 Action Without a Meeting: Any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing is signed by all of the directors.

ARTICLE IV - OFFICERS

Section 4.1 Officers: The officers of the corporation shall be a President, one or more Vice Presidents (as determined by the Board of Directors), a Secretary, and a Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.

Section 4.2 Election and Term of Office: The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders.

Section 4.3 Removal: Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.

Section 4.4 President: The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation.

Section 4.5 Vice President: In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President shall perform the duties of the President.

Section 4.6 Secretary: The Secretary shall keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose.

Section 4.7 Treasurer: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation and shall receive and give receipts for moneys due and payable to the corporation.

ARTICLE V - COMMITTEES

Section 5.1 Committees of Directors: The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation.

Section 5.2 Executive Committee: The Board of Directors may designate an Executive Committee consisting of [NUMBER] or more directors, which committee shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs of the corporation.

Section 5.3 Audit Committee: The Board of Directors may designate an Audit Committee consisting of [NUMBER] or more independent directors to oversee the accounting and financial reporting processes and audits of financial statements.

ARTICLE VI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 6.1 Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.

Section 6.2 Loans: No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.

Section 6.3 Checks, Drafts, etc: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers as shall be designated by resolution of the Board of Directors.

Section 6.4 Deposits: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

ARTICLE VII - SHARES OF STOCK

Section 7.1 Certificates: Certificates representing shares of the corporation shall be in such form as determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or an Assistant Secretary.

Section 7.2 Stock Ledger: The corporation shall maintain a record of its shareholders in a manner that permits preparation of a list of shareholders that is arranged by voting group and within each voting group by class or series of shares.

Section 7.3 Transfers: Transfer of shares of the corporation shall be made only on the stock ledger of the corporation by the holder of record thereof, or by his legal representative, upon surrender of the certificate for such shares.

ARTICLE VIII - FISCAL YEAR

Section 8.1 Fiscal Year: The fiscal year of the corporation shall end on [MONTH AND DAY] of each year.

ARTICLE IX - DIVIDENDS

Section 9.1 Dividends: Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting.

ARTICLE X - CORPORATE SEAL

Section 10.1 Corporate Seal: The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and the words "Corporate Seal, [STATE]."

ARTICLE XI - WAIVER OF NOTICE

Section 11.1 Waiver of Notice: Whenever any notice is required to be given under the provisions of the statutes or under the provisions of the Articles of Incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice shall be deemed equivalent to the giving of such notice.

ARTICLE XII - AMENDMENTS

Section 12.1 Amendments: These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting, provided that [NOTICE PERIOD] days written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting.