BYLAWS OF__________ [name of corporation]

ARTICLE I. SHAREHOLDERS.

Section One. Annual Meeting. (a) An annual meeting of shareholders shall be held in each year on the __________ [ordinal day within month,
such as first] __________ [day meeting falls on] in __________ [meeting month] at__________ [meeting time], unless such day should fall on a legal
holiday, in which event the meeting shall be held at the same hour on the next succeeding business day that is not a legal holiday. Annual meetings
shall be held at the principal executive office of the corporation or at any other place within California as may be determined by the board of
directors and designated in the notice of the meeting.

(b) If in any year, the election of directors is not held at the annual meeting of shareholders or an adjournment thereof, the board of directors
shall call a special meeting of shareholders as soon thereafter as reasonably possible for the purpose of holding the election and
transacting such other business as may properly be brought before the meeting. If the board of directors fails to call a special meeting
within__________ [number of months allowed to hold special election meeting] months after the date prescribed for the annual meeting, any shareholder may call such a meeting, and at the meeting the shareholders may elect directors and transact all other business properly brought before the
meeting.

(c) No change in the time or place of a meeting for the election of directors may be made within __________ [number of days within no changes
shall be made] days of the date for which the meeting is scheduled, and written notice of any change in the date of the meeting must be given to
each shareholder of record at least __________(___)[number of days written notice of meeting change required] days prior to the date for which any such meeting is rescheduled.

(d) Any shareholders' meeting, annual or special, may be adjourned from time to time by the affirmative vote of __________ [proportion required for
meeting adjournment, such as majority] of the shares represented at the meeting either in person or by proxy. An adjournment may be voted regardless of whether a quorum is present. When a shareholders' meeting is adjourned for __________ [number of days prompting notice after meeting adjourns] days or more, notice of the adjourned meeting must be given as in the case of an original meeting. When a meeting is adjourned for less than __________ [number of days prompting notice after meeting adjourns] days, no notice of the time and place of the adjourned meeting need be given other than by announcement at the meeting at which the adjournment is voted, unless after the adjournment a new record date is fixed for the adjourned
meeting.

Section Two. Special Meetings. Special meetings of shareholders may be called for any purpose. Such meetings may be called at any time by
__________ [person(s) authorized to call special meeting]. On the written request of any person or persons entitled to call a special meeting, the
secretary shall inform the board of directors as to the call, and the board shall fix a time and place for the meeting. If the board fails to fix the time
and place, the meeting shall be held at the principal executive office of the corporation at a time fixed by the secretary.

Section Three. Action by Written Consent. Any action required by law to be taken at a meeting of shareholders, except for the election of directors,
and any other action that may be taken at a meeting of shareholders may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by the holders of outstanding shares 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, if the consents of all shareholders
entitled to vote were solicited in writing. Directors may not be elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors.

Section Four. Notice of Meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the general
nature of the business to be transacted, must be given to each shareholder of record entitled to vote at the meeting, not less than ten
(10) nor more than sixty (60) days before the date of the meeting either personally or by mail or other means of written communication,
addressed to the shareholder at the address of the shareholder appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice. If no address appears or is given, notice must be addressed to the place where the principal executive
office of the corporation is located or notice may be given by publication at least once in a newspaper of general circulation in the county in which
the principal executive office is located. The notice shall be deemed to have been given at the time when delivered personally or deposited in the
mail or sent by other means of written communication. An affidavit of mailing of any notice in accordance with the provisions of this section
executed by the secretary, assistant secretary or any transfer agent shall be prima facie evidence of the giving of the notice.

Section Five. Waiver of Notice. A shareholder may waive notice of any annual or special meeting by signing a written notice of waiver either
before or after the date of the meeting.

Section Six. Record Date. (a) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix, in advance, a date as the record date for a determination of shareholders for any of the purposes enumerated in this paragraph (a). This date shall be not more than sixty (60) days, and for a meeting of shareholders, not less than ten (10) days, or in the case of a meeting at which a merger or consolidation will be considered, not less than twenty (20) days, immediately preceding the meeting.

(b) If a record date is not fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, the record date shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(c) If no record date is fixed, the record date for d etermining shareholders entitled to give consent to corporate action in writing without a meeting,
when no prior action by the board is necessary, shall be the day on which the first written consent is given.

(d) If no record date is fixed, the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

(e) When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment of the meeting, unless the board fixes a new record date for the adjourned meeting.

Section Seven. Quorum. The presence, at any shareholders' meeting, in person or by proxy, of persons entitled to vote __________ [proportion
required for quorum, such as majority] of the shares of the corporation then outstanding shall constitute a quorum for the transaction of business. In
determining whether quorum requirements for a meeting have been met, any share that has been enjoined from voting or for any reason cannot be
lawfully voted shall not be counted.

Section Eight. Proxies. Every person entitled to vote at a shareholders' meeting of the corporation, or entitled to execute written consent
authorizing action in lieu of a meeting, may do so either in person or by proxy executed in writing by the shareholder or by his or her authorized
attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

Section Nine. Voting. Except in elections for directors, in which each shareholder shall have the right to cumulate his or her votes, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The affirmative vote of the majority of shares represented at a meeting at which a quorum is present shall be the act of the shareholders unless the vote of a greater number or a vote by classes is required by the articles of incorporation, these bylaws, or the laws of California.

Section Ten. Order of Business. The order of business at the annual meeting of shareholders and, insofar as possible, at all other meetings of
shareholders, shall be as follows:

(a) Call to order.

(b) Proof of notice of meeting.

(c) Reading and disposing of any unapproved minutes.

(d) Reports of officers.

(e) Reports of committees.

(f) Election of directors.

(g) Disposition of unfinished business.

(h) Disposition of new business.

(i) Adjournment.

ARTICLE II. BOARD OF DIRECTORS.

Section One. General Powers. Subject to the limitations of the articles of incorporation, these bylaws, and the California General Corporation Law
concerning corporate action that must be authorized or approved by the shareholders of the corporation, all corporate powers shall be exercised
by or under the authority of the board of directors, and the business and affairs of the corporation shall be controlled by the board.

Section Two. Number, Tenure, Qualifications, and Election. The board of directors shall consist of __________ (____)[number of directors] persons
who__________ [shall or need not] be shareholders of the corporation. The number of directors may be increased or decreased from time to time by
approval of the outstanding shares. Directors of the corporation shall be elected at the annual meeting of shareholders, or at a meeting held in lieu
thereof as provided in Article I Section One (b) and shall serve until the next succeeding annual meeting and until their successors have been
elected and qualified.

Section Three. Meetings. (a) The board of directors shall hold an organizational meeting immediately following each annual meeting of shareholders. Regular meetings of the board of directors shall be held at the times as shall be fixed from time to time by resolution of the board.

(b) Special meetings of the board may be called at any time by __________ [persons authorized to call special meeeting such as president, or, if the
president is absent or is unable or refuses to act, by any vice-president or by any two members of the board].

(c) Notice need not be given of regular meetings of the board, nor need notice be given of adjourned meetings. Notice of special meetings shall be in writing by mail at least __________ (____)[minimum number of days notice]days prior to the date of the meeting or 48 hours' notice may be
delivered personally or by telephone or telegraph. Neither the business to be transacted at, nor the purpose of, any such meeting need be specified in the notice. Attendance of a director at a meeting shall constitute a waiver of notice of that meeting except when the director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section Four. Quorum and Voting.__________ [number of directors required for quorum] of the authorized number of directors shall constitute a
quorum for the transaction of business, and the acts of __________ [proportion of quorum, such as majority] of directors present at a meeting at
which a quorum is present shall constitute the acts of the board of directors. If, at any meeting of the board of directors, less than a quorum
is present, a majority of those present may adjourn the meeting, from time to time, until a quorum is present. If the meeting is adjourned for more
than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who
were not present at the time of the adjournment.

Section Five. Vacancies. (a) A vacancy in the board of directors shall exist on the happening of any of the following events:

(1) A director dies, resigns, or is removed from office.

(2) The authorized number of directors is increased without the simultaneous election of a director or directors to fill the newly
authorized position.

(3) The shareholders at any annual, regular, or special meeting at which directors are to be elected, elect less than the number of directors
authorized to be elected at that meeting.

(4) The board of directors declares vacant the office of a director who has been adjudicated of unsound mind or has been finally convicted of a
felony or, within __________ [number of days after which vacancy is declared] days after notice of his or her election to the board, neither accepts the
office in writing, nor attends ameeting of the board of directors.

A reduction in the authorized number of directors does not remove any director from office prior to the expiration of his or her term of office.

(b) A vacancy in the board of directors, except a vacancy occurring by the removal of a director, may be filled by the vote of __________ [proportion
of directors required to fill vacancy, such as majority] of the remaining directors, even though less than a quorum is present. Each director so elected shall hold office for the unexpired term of his or her predecessor in office. Any directorship that is to be filled as a result of an increase in the number of directors must be filled by election at an annual or special meeting of shareholders called for that purpose.

Section Six. Removal. (a) At any regular meeting of shareholders, or at any special meeting called for such purpose, any director or directors may
be removed from office, with or without cause, by approval of the outstanding shares, except that if less than all the directors are to be removed, no individual director may be removed if the number of votes cast against his or her removal would be sufficient, if voted cumulatively
at an election of the whole board, to elect the director.

(b) New directors may be elected by the shareholders for the unexpired terms of directors removed from office at the same meetings at which the
removals are voted. If the shareholders fail to elect persons to fill the unexpired terms of removed directors, the terms shall be considered vacancies to be filled by the remaining directors as provided in Section Five.

Section Seven. Compensation. Directors __________ [who are not employed as officers of the corporation or including directors also serving the corporation in another capacity and receiving separate compensation therefor,] shall be entitled to receive from the corporation as compensation for their services as directors __________ [__________ Dollars ($____)(dollar value of director compensation) per __________ (payment period)or such reasonable compensation as the board may from time to time determine], and shall also be entitled to reimbursement for any reasonable expenses incurred in attending meetings of directors.

Section Eight. Indemnification. The corporation shall indemnify all persons who have served or may serve at any time as officers or directors
of the corporation and their heirs, executors, administrators, successors, and assigns, from and against any and all loss and expense, including
amounts paid in settlement before or after suit is commenced, and reasonable attorneys' fees, actually and necessarily incurred as a result of
any claim, demand, action, proceeding, or judgment that may be asserted against any such persons, or in which these persons are made parties by
reason of their being or having been officers or directors of the corporation. This right of indemnification shall not exist in relation to matters as to which it is adjudged in any action, suit, or proceeding that these persons are liable for negligence or misconduct in the performance of duty __________ [and in any case the right to indemnification hereunder shall be subject to the approval of a majority of __________ (disinterested directors or
shareholders)].

Section Nine. Committees. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate
one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more
directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The committee, to the
extent provided in the resolution, shall have and may exercise all of the authority of the board of directors in the management of the corporation,
except that the committee shall have no authority in reference to the approval of any action for which shareholders' approval or approval of the outstanding shares is required, in the filling of the vacancies on the board or in any committee, in the fixing of compensation of the directors
for serving on the board or on any committee, amending or repealing bylaws or the adopting of new bylaws, amending or repealing of any
resolution of the board which by its express terms is not so amendable or repealable, making a distribution, except at a rate, in a periodic amount or
within a price range set forth in the articles or determined by the board, appointing of other committees of the board or the members thereof,
adopting a plan of merger or consolidation, suggesting to shareholders the sale, lease, exchange, mortgage, or other disposition of all or substantially
all of the property and assets of the corporation other than in the usual course of business, or amending the articles of incorporation. The board of directors shall have power at any time to fill vacancies in, to change the size or membership of, and to discharge any such committee.

ARTICLE III. OFFICERS.

Section One. Enumeration of offices. The corporation shall have as officers __________ [corporation officers, such as a president, a vice-president, a
secretary, and a chief financial officer]. The board of directors, in its discretion, may appoint __________ [positions director may appoint, such as a chair of the board, one or more additional vice presidents, one or more assistant secretaries, one or more assistant financial officers, and such other officers as the business of the corporation may require].

Section Two. Election and Term of Office. The principal officers of the corporation shall be elected by the board of directors at its organizational
meeting immediately following the annual meeting of shareholders or as soon thereafter as is reasonably possible. Subordinate officers may be
elected from time to time as the board may see fit. Each officer shall hold office until his or her successor is elected and qualified, or until his or
her resignation, death, or removal.

Section Three. Removal. Any officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the
board of directors. Removal shall be without prejudice to any contract rights of the removed officer.

Section Four. Vacancies. Vacancies in offices, however occasioned, may be filled by election by the board of directors at any time for the
unexpired terms of such offices.

Section Five. President; Powers and Duties. Subject to any supervisory duties that may be given by the board of directors to any chair of the
board, the president shall be the principal executive officer of the corporation. Subject to the control of the board of directors, the president
shall supervise and direct generally all the business and affairs of the corporation. The president shall preside at all meetings of shareholders at
which he or she is present. In the absence of the chair of the board, or if there is no such chair, the president shall preside at all meetings of the
board of directors at which he or she is present. The president may sign, with the secretary or any other officer of the corporation so authorized by
the board of directors, certificates for shares of the corporation, and any deeds, mortgages, bonds, contracts, or other instruments that the board of
directors has authorized for execution, except when the signing and execution has been expressly delegated by the board of directors or these
bylaws to some other officer or agent of the corporation or is required by law to be otherwise signed or executed. The president shall also make
reports to the board of directors and shareholders and in general shall perform all duties incident to the office of president and such other
duties as may be prescribed from time to time by the board of directors.

Section Six. Vice President; Powers and Duties. In the absence of the president of the corporation or in the event of his or her death or inability
or refusal to act, the vice president shall perform the duties of the president and, when so acting, shall act with all of the powers of and be
subject to all the restrictions on the president. If more than one vice president is elected, the vice presidents shall serve in the capacity of the
president in the order designated at the time of their election, or, in the absence of any such designation, in the order of their election. Any vice
president may sign share certificates with the secretary or an assistant secretary. The vice president or vice presidents shall also perform other
duties as may be assigned, from time to time, by the president or the board of directors.

Section Seven. Chief financial officer; Powers and Duties. The chief financial officer of the corporation shall have the following powers and
duties:

(a) To be custodian and take charge of and be responsible for all funds and securities of the corporation;

(b) To receive and give receipts for money due and paid to the corporation from any source whatsoever;

(c) To deposit all the monies paid to the corporation in the name of the corporation in such banks, trust companies, or other depositories as shall
be selected in accordance with the provisions of these bylaws;

(d) To perform all of the duties incidental to the office of treasurer and such other duties as may be assigned to the chief financial officer, from
time to time, by the president or the board of directors;

(e) To give a bond for faithful discharge of his or her duties when required to do so by the board of directors.

Section Eight. Secretary; Powers and Duties. The secretary of the corporation shall have the following powers and duties:

(a) To keep the minutes for the meetings of shareholders and of the board of directors, in one or more books provided for that purpose;

(b) To see that all notices are given, in accordance with these bylaws or as required by law;

(c) To be custodian of the corporate records and the seal of the corporation;

(d) To see that the seal of the corporation is affixed to all documents authorized for execution under seal on behalf of the corporation;

(e) To keep a register of the post office address of each shareholder whose address shall be furnished to the secretary by the shareholder;

(f) To sign with the president, or a vice president, certificates for corporate shares the issuance of which have been authorized by
resolution of the board of directors;

(g) To have general charge of the stock transfer books of the corporation; and

(h) To perform all duties incidental to the office of secretary and such other duties as may be assigned to the secretary, from time to time, by the
president or the board of directors.

Section Nine. Subordinate Officers. Other subordinate officers, including without limitation an assistant financial officer and an assistant secretary
or secretaries may be appointed by the board of directors from time to time, and shall exercise such powers and perform such duties as may be
delegated to them by the resolutions appointing them, or by subsequent resolutions adopted by the board of directors from time to time.

Section Ten. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person
authorized to act in his or her place during his or her absence or disability, the board of directors may by resolution delegate the powers
and duties of such officer to any other officer, or to any director, or to any other person whom it may select.

Section Eleven. Salaries. The salaries of all officers of the corporation shall be fixed from time to time by the board of directors. No officer
shall be disqualified from receiving a salary by reason of his or her also being a director of the corporation __________ [and receiving compensation
therefor].

ARTICLE IV. STOCK CERTIFICATES

Section One. Form. The shares of the corporation shall be represented by certificates signed by the chair or a vice-chair of the board of directors, if
any, or the president or a vice-president, and by the chief financial officer or an assistant financial officer or the secretary or an assistant secretary.
Any or all of the signatures may be facsimile. Each certificate shall also state:

(a) The name of the record holder of the shares represented by the certificate;

(b) The number of shares represented thereby;

(c) A designation of any class or series of which the shares are a part;

(d) The shares are without par value;

(e) Any rights of redemption and the redemption price;

(f) Any rights of conversion, and the essential terms and period for conversion;

(g) Any liens or restrictions on transfer or on the voting power of the shares;

(h) The shares are assessable, if that is the fact;

(i) Assessments to which the shares are subject are collectible by personal action, if that is the fact;

(j) When the shares of the corporation are classified or any class has two or more series, the rights, preferences, privileges and restrictions granted
to or imposed on the respective classes or series of shares and the holders thereof, as established by the articles or by any certificate of
determination of preferences, as well as the number of shares constituting each series and the designation thereof; or a summary of such
preferences, privileges, and restrictions with reference to the provisions of the articles or certificate or certificates of determination of preferences
establishing the same; or the office or agency of the corporation from which stockholders may obtain a copy of a statement of such rights,
preferences, privileges, and restrictions or of such summary;

(k) Any right of the board of directors to fix the dividend rights, dividend rate, conversion rights, voting rights, rights in terms of redemption,
including sinking fund provisions, the redemption price or prices, or the liquidation preferences of any wholly unissued class or of any wholly
unissued series of any class of shares, or the number of shares constituting any unissued series of any class of shares, or designation of
such series, or all or any of them; (l) For any certificates issued for shares prior to the full payment therefor, the amount remaining unpaid, the terms of payments to become due, and any restrictions on the transfer of the partly paid shares on the books of the corporation.

Section Two. Subscriptions for Stock. Unless otherwise provided in the subscription agreement, subscriptions for shares shall be paid in full at
such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series, as the case may be. In case of default in the payment of any installment or call when the payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.__________ [Set forth additional remedies, if desired].

Section Three. Transfers. Transfer of shares of the corporation shall be made in the manner specified in the California Uniform Commercial
Code. The corporation shall maintain stock transfer books, and any transfer shall be registered thereon only on request and surrender of the
endorsed stock certificate representing the transferred shares. The board of directors may appoint one or more transfer agents or transfer clerks
and one or more registrars as custodians of the transfer book, and may require all transfers to be made with and all share certificates to bear the
signatures of any of them. The corporation shall have the absolute right to recognize as the owner of any shares of stock issued by it, for all
proper corporate purposes, including the voting of the shares and the issuance and payment of dividends on the shares, the person or persons
in whose name the certificate representing the shares stands on its books. However, if a transfer of shares is made solely for the purpose of
furnishing collateral security, and if this fact is made known to the secretary of the corporation, or to the corporation's transfer agent or
transfer clerk, the record entry of the transfer shall state the limited nature thereof.

Section Four. Lost, Destroyed, and Stolen Certificates. No certificate for shares of stock in the corporation shall be issued in place of any
certificate alleged to have been lost, destroyed, stolen, or mutilated except on production of such evidence and provision of such indemnity
to the corporation as the board of directors may prescribe.

ARTICLE V. CORPORATE ACTIONS

Section One. Contracts. The board of directors may authorize any officer or officers, or any agent or agents of the corporation to enter into any
contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and this authority may be general or confined
to specific instances.

Section Two. Loans. No loans shall be made by the corporation to its officers or directors. No loans shall be made by the corporation secured
by its shares. No loans shall be made or contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name
unless authorized by resolution of the board of directors. Such authority may be general or confined to specific instances.

Section Three. Checks, Drafts, or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation, and all notes
and other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the
corporation and in the manner as shall from time to time be determined by resolution of the board of directors.

Section Four. Bank 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.

Section Five. Voting Securities Held by the Corporation. Unless otherwise ordered by the board of directors, the president, or any
vice-president and the secretary or an assistant secretary of the corporation shall have authority to vote, represent, and exercise on behalf
of the corporation all rights incidental to any and all shares of any other corporation standing in the name of the corporation. Such authority may
be exercised by the designated officers in person or by proxy.

ARTICLE VI. MISCELLANEOUS

Section One. Reports to stockholders. The board of directors shall send an annual report to the shareholders of the corporation, not later than
__________Days(____)[number of days allowed to send annual report, such as 120] days after the close of the fiscal year of the corporation. The report shall include a balance sheet as of the close of the fiscal year of the corporation and an income statement and statement of changes in
financial position for the fiscal year. The financial statements shall be prepared from and in accordance with the books of the corporation, in
conformity with generally accepted accounting principles applied on a consistent basis, and shall be certified by an independent certified public
accountant.

Section Two. Inspection of Corporate Records. The corporation shall keep correct and complete books and records of account and shall also
keep minutes of all meetings of shareholders and directors. Additionally, a record shall be kept at the principal executive office of the corporation,
giving the names and addresses of all shareholders and the number and class or classes of shares held by each. Any person who is the holder of a
voting trust certificate or who is the holder of record of at least five percent (5%) of the outstanding voting shares of the corporation shall
have the right to examine and copy, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the books and
records of account of the corporation, the minutes, and the record of shareholders.

On the written request of any shareholder, the corporation shall mail to the shareholder within fourteen (14) days after receipt of the request, a
balance sheet as of the close of its latest fiscal year and a profit and loss statement for the fiscal year. If the request is received by the corporation
before the financial statements are available for its latest fiscal year, the corporation shall mail the financial statements within fourteen (14) days
after they become available, but in any event within one hundred twenty (120) days after the close of its latest fiscal year.

Section Three. Inspection of Articles of Incorporation and Bylaws. The original or a copy of the articles of incorporation and bylaws of the corporation, as amended or otherwise altered to date, and certified by the secretary of the corporation shall, at all times, be kept at __________
[articles of incorporation location, such as the principal executive office]. Such articles and bylaws shall be open to inspection by all shareholders of record or holders of voting trust certificates at all reasonable times during the business hours of the corporation.

Section Four. Fiscal Year. The fiscal year of the corporation shall be the calendar year or begin on the __________ [ordinal day fiscal calendar begins,
such as first] day of __________ [month fiscal calendar begins] of each year and end at midnight on the __________ [ordinal day fiscal calendar ends, such as thirty-first] day of __________ [month fiscal calendar ends] of the following year.

Section Five. Corporate Seal. The board of directors shall adopt an official seal for the corporation, which shall be __________ [shape of seal,
such as circular] in form and be inscribed with the name of the corporation, the state of incorporation, and the words "Corporate Seal."

ARTICLE VII. AMENDMENTS.

These bylaws may be altered, amended, or repealed by __________ [action altering, amending or repealing bylaws, such as majority vote of the board of directors].

Practice Notes:

For drafting principles applicable to corporate bylaws, see § 1:213; for pertinent checklists, see §§ 1:214, 1:215.

Article I

Statutory provisions respecting stockholders' meetings are in Corp C §§ 600 et seq..

Article I, Section Three

Action by written consent of stockholders is authorized by Corp C § 603.

Article I, Section Four

As to notice requirements for stockholders' meetings, see Corp C § 601.

If the written notice of the meeting is sent by third class mail it must be given 30 days before the date of the meeting. Corp C § 601(a).

Article I, Section Five

Waiver of notice is authorized by Corp C § 601(e).

Article I, Section Six

As to setting a record date, see Corp C § 701(a).

Article II, Section Two

As to the number and election of directors, see Corp C §§ 212(a), 600(b).

Article II, Section Three

As to directors' meetings, see Corp C § 307.

Article II, Section Eight

Corporate directors are liable in certain cases [See Corp C §§ 309 et seq. making some provision for their indemnification desirable.

Article II, Section Nine

As to committees, see Corp C § 311.

Article III

Statutory provisions respecting officers are in Corp C § 312.

Article III, Section Five

Practice Aids:

Annotations: Power of president of corporation to have litigation instituted by it where board of directors has failed or refused to grant permission,
10 ALR2d 701.

--Power of president of corporation to commence or to carry on arbitration proceedings, 65 ALR2d 1321.

Article III, Section Seven

Practice Aids:

Annotation: Power of secretary or treasurer of corporation to institute litigation for it, 64 ALR2d 900.

Article IV

Certain statutory requirements are imposed with respect to stock certificates. See Corp C §§ 416 et seq..