Fillable Bylaws Template (Page 9 of 10) in pdf

The Corporation shall keep: (a) correct and complete books and records of account; (b)

minutes of the proceedings of the shareholders, Board of Directors and any committees of directors; and (c)

a current list of the directors and officers and their residence addresses. The Corporation shall also keep at

its office in the State of _______________ or at the office of its transfer agent or registrar in the State of

_______________, if any, a record containing the names and addresses of all shareholders, the number and

class of shares held by each and the dates when they respectively became the owners of record thereof.

The Board of Directors may determine whether and to what extent and at what times and

places and under what conditions and regulations any accounts, books, records or other documents of the

Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right

to inspect any accounts, books, records or other documents of the Corporation except as conferred by

statute or as so authorized by the Board.

10. Checks, Notes, etc.

All checks and drafts on, and withdrawals from the Corporation's accounts with banks or

other financial institutions, and all bills of exchange, notes and other instruments for the payment of money,

drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or

persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.

ARTICLE IV

CERTIFICATES AND TRANSFERS OF SHARES

1. Forms of Share Certificates

The share of the Corporation shall be represented by certificates, in such forms as the

Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an

Assistant Secretary or the Treasurer or an Assistant Treasurer. The shares may be sealed with the seal of

the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if

the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or

its employee. In case any officer who has signed or whose facsimile signature has been placed upon a

certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the

Corporation with the same effect as if he were such officer at the date of issue.

Each certificate representing shares issued by the Corporation shall set forth upon the

face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon

request and without charge, a full statement of the designation, relative rights, preferences and limitations

of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative

rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so

far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative

rights, preferences and limitations of other series.

Each certificate representing shares shall state upon the face thereof:

(a) that the

Corporation is formed under the laws of the State of _______________; (b) the name of the person or

persons to whom issued; and (c) the number and class of shares, and the designation of the series, if any,

which such certificate represents.

2. Transfers of Shares

Shares of the Corporation shall be transferable on the record of shareholders upon

presentment to the Corporation of a transfer agent of a certificate or certificates representing the shares

requested to be transferred, with proper endorsement on the certificate or on a separate accompanying

Bylaws Template Page 9