Fillable Bylaws Template (Page 4 of 10) in pdf

Whenever shareholders are required or permitted to take any action by vote, such action

may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders

of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all

outstanding shares entitled to vote shall have the same effect as an unanimous vote of shareholders.

12. Fixing The Record Date

For the purpose of determining the shareholders entitled to notice of or to vote at any

meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal

without a meeting, or for the purpose of determining shareholders entitled to receive payment of any

dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may

fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be

less than ten nor more than sixty days before the date of such meeting, nor more than sixty days prior to

any other action.

When a determination of shareholders of record entitled to notice of or to vote at any

meeting of shareholders has been made as provided in this Section, such determination shall apply to any

adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE II

BOARD OF DIRECTORS

1. Power of Board and Qualification of Directors

The business of the Corporation shall be managed by the Board of Directors. Each

director shall be at least eighteen years of age.

2. Number of Directors

The number of directors constituting the entire Board of Directors shall be the number,

not less than one nor more than ten, fixed from time to time by a majority of the total number of directors

which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided,

however, that no decrease shall shorten the term of an incumbent director. Until otherwise fixed by the

directors, the number of directors constituting the entire Board shall be four.

3. Election and Term of Directors

At each annual meeting of shareholders, directors shall be elected to hold office until the

next annual meeting and until their successors have been elected and qualified or until their death,

resignation or removal in the manner hereinafter provided.

4. Quorum of Directors and Action by the Board

A majority of the entire Board of Directors shall constitute a quorum for the transaction

of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a

meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

Any action required or permitted to be taken by the Board of Directors or any committee

thereof may be taken without a meeting if all members of the Board or the committee consent in writing to

the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the

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