By-Laws of For-Profit Corporation

SAMPLE CORPORATE BYLAWS

[Note: When necessary these should be modified to comply with the laws

of the state of incorporation and the particulars of the specific

situation. -- staff]

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BY-LAWS

"COMPANY"

ARTICLE I -- OFFICES

Section 1. The registered office of the corporation shall be at:

"Address"

The registered agent in charge thereof shall be: "Name".

Section 2. The corporation may also have offices at such other places

as the Board of Directors may from time to time appoint or the business

of the corporation may require.

ARTICLE II -- SEAL

Section 1. The corporate seal shall have inscribed thereon the name of

the corporation, the year of its organization and the words "Corporate

Seal, "State"".

ARTICLE III -- STOCKHOLDERS' MEETINGS

Section 1 Meetings of stockholders shall be held at the registered

office of the corporation in this state or at such place, either within

or without this state, as may be selected from time to time by the Board

of Directors.

Section 2. Annual Meetings: The annual meeting of the stockholders

shall be held on the 3rd Wednesday of February in each year if not a

legal holiday, and if a legal holiday, then on the next secular day

following at 10:00 o'clock A.M., when they shall elect a Board of

Directors and transact such other business as may properly be brought

before the meeting. If the annual meeting for election of directors is

not held on the date designated therefor, the directors shall cause the

meeting to be held as soon thereafter as convenient.

Section 3. Election of Directors: Elections of the directors of the

corporation shall be by written ballot.

Section 4. Special Meetings: Special meetings of the stockholders may

be called at any time by the Chairman, or the Board of Directors, or

stockholders entitled to cast at least one-fifth of the votes which all

stockholders are entitled to cast at the particular meeting. At any

time, upon written request of any person or persons who have duly called

a special meeting, it shall be the duty of the Secretary to fix the date

of the meeting, to be held not more than sixty days after receipt of the

request, and to give due notice thereof. If the Secretary shall neglect

or refuse to fix the date of the meeting and give notice thereof, the

person or persons calling the meeting may do so.

Business transacted at all special meetings shall be confined to the

objects stated in the call and matters germane thereto, unless all

stockholders entitled to vote are present and consent.

Written notice of a special meeting of stockholders stating the time and

place and object thereof, shall be given to each stockholder entitled to

vote thereat at least 30 days before such meeting, unless a greater

period of notice is required by statute in a particular case.

Section 5. Quorum: A majority of the outstanding shares of the

corporation entitled to vote, represented in person or by proxy, shall

constitute a quorum at a meeting of stockholders. If less than a

majority of the outstanding shares entitled to vote is represented at a

meeting, a majority of the shares so represented may adjourn the meeting

from time to time without further notice. At such adjourned meeting at

which a quorum shall be present or represented, any business may be

transacted which might have been transacted at the meeting as originally

noticed. The stockholders present at a duly organized meeting may

continue to transact business until adjournment, notwithstanding the

withdrawal of enough stockholders to leave less than a quorum.

Section 6. Proxies: Each stockholder entitled to vote at a meeting of

stockholders or to express consent or dissent to corporate action in

writing without a meeting may authorize another person or persons to act

for him by proxy, but no such proxy shall be voted or acted upon after

three years from its date, unless the proxy provides for a longer

period.

A duly executed proxy shall be irrevocable if it states that it is

irrevocable and if, and only as long as, it is coupled with an interest

sufficient in law to support an irrevocable power. A proxy may be made

irrevocable regardless of whether the interest with which it is coupled

is an interest in the stock itself or an interest in the corporation

generally. All proxies shall be filed with the Secretary of the meeting

before being voted upon.

Section 7. Notice of Meetings: Whenever stockholders are required or

permitted to take any action at a meeting, a written notice of the

meeting shall be given which shall state the place, date and hour of the

meeting, and, in the case of a special meeting, the purpose or purposes

for which the meeting is called. Unless otherwise provided by law,

written notice of any meeting shall be given not less than ten nor more

than sixty days before the date of the meeting to each stockholder

entitled to vote at such meeting.

Section 8. Consent in Lieu of Meetings: Any action required to be

taken at any annual or special meeting of stockholders or a corporation,

or any action which may be taken at any annual or special meeting of

such stockholders, may be taken without a meeting, without prior notice

and without a vote, if a consent in writing, setting forth the action so

taken, shall be signed by the holders of outstanding stock 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. Prompt notice of the taking of

the corporate action without a meeting by less than unanimous written

consent shall be given to those stockholders who have not consented in

writing.

Section 9 List of Stockholders: The officer who has charge of the

stock ledger of the corporation shall prepare and make, at least ten

days before every meeting of stockholders, a complete list of the

stockholders entitled to vote at the meeting, arranged in alphabetical

order, and showing the address of each stockholder and the number of

shares registered in the name of each stockholder. No share of stock

upon which any installment is due and unpaid shall be voted at any

meeting. The list shall be open to the examination of any stockholder,

for any purpose germane to the meeting, during ordinary business hours,

for a period of at least ten days prior to the meeting, either at a

place within the city where the meeting is to be held, which place shall

be specified in the notice of the meeting, or, if not so specified, at

the place where the meeting is to be held. The list shall also be

produced and kept at the time and place of the meeting during the whole

time thereof, and may be inspected by any stockholder who is present.

ARTICLE IV -- DIRECTORS

Section 1. The business and affairs of this corporation shall be

managed by its Board of Directors, ____ in number. The directors need

not be residents of this state or stockholders in the corporation. They

shall be elected by the stockholders at the annual meeting of

stockholders of the corporation, and each director shall be elected for

the term of ore year, and until his successor shall be elected and shall

qualify or until his earlier resignation or removal.

Section 2. Regular Meetings: Regular meetings of the Board shall be

held without notice, at least quarterly, at the registered office of the

corporation, or at such other time and place as shall be determined by

the Board.

Section 3. Special Meetings: Special Meetings of the Board may be

called by the Chairman on 2 days notice to each director, either

personally or by mail, fax or by telegram; special meetings shall be

called by the President or Secretary in like manner and on like notice

on the written request of a majority of the directors in office.

Section 4. Quorum: A majority of the total number of directors shall

constitute a quorum for the transaction of business.

Section 5. Consent in Lieu of Meeting: Any action required or

permitted to be taken at any meeting of the Board of Directors, or of

any committee thereof, may be taken without a meeting if all members of

the Board of committee, as the case may be, consent thereto in writing,

and the writing or writings are filed with the minutes of proceedings of

the Board or committee. The Board of Directors may hold its meetings,

and have an office or offices, outside of this state.

Section 6. Conference Telephone: One or more directors may participate

in a meeting of the Board, or a committee of the Board or of the

stockholders, by means of conference telephone or similar communications

equipment by means of which all persons participating in the meeting can

hear each other; participation in this manner shall constitute presence

in person at such meeting.

Section 7. Compensation Directors as such, shall not receive any

stated salary for their services, but by resolution of the Board, a

fixed sum and expenses of attendance at each regular or special meeting

of the Board PROVIDED, that nothing herein contained shall be construed

to preclude any director from serving the corporation in any other

capacity and receiving compensation therefor.

Section 8. Removal: Any director or the entire Board of Directors may

be removed, with or without cause, by the holders of a majority of the

shares then entitled to vote at an election of directors, except that

when cumulative voting is permitted, if less than the entire Board is to

be removed, no director may be removed without cause if the votes cast

against his removal would be sufficient to elect him if then

cumulatively voted at an election of the entire Board of Directors, or,

if there be classes of directors, at an election of the class of

directors of which he is a part.

ARTICLE V -- OFFICERS

Section 1. The executive officers of the corporation shall be chosen by

the directors and shall be a Chairman, President, Secretary and Chief

Financial Officer. The Board of Directors may also choose a one or more

Vice Presidents and such other officers as it shall deem necessary. Any

number of offices may be held by the same person.

Section 2. Salaries: Salaries of all officers and agents of the

corporation shall be fixed by the Board of Directors.

Section 3. Term of Office: The officers of the corporation shall hold

office for one year and until their successors are chosen and have

qualified. Any officer or agent elected or appointed by the Board may

be removed by the Board of Directors whenever in its judgment the best

interest of the corporation will be served thereby.

Section 4. Chairman: The Chairman shall preside at all meetings of

the stockholders and directors; he shall see that all orders and

resolutions of the Board are carried into effect, subject, however, to

the right of the directors to delegate any specific powers, except such

as may be by statute exclusively conferred on the Chairman, to any other

officer or officers of the corporation. He shall execute bonds,

mortgages and other contracts requiring a seal, under the seal of the

corporation. He shall be EX-OFFICIO a member of all committees.

Section 5. President: The President shall attend all sessions of the

Board. The President shall be the chief executive officer of the

corporation; he shall have general and active management of the

business of the corporation, subject, however, to the right of the

directors to delegate any specific powers, except such as may be by

statute exclusively conferred on the President, to any other officer or

officers of the corporation. He shall have the general power and duties

of supervision and management usually vested in the office of President

of a corporation.

Section 6. Secretary: The Secretary shall attend all sessions of the

Board and all meetings at the stockholders and act as clerk thereof, and

record all the votes of the corporation and the minutes of all its

transactions in a book to be kept for that purpose, and shall perform

like duties for all committees of the Board of Directors when required.

He shall give, or cause to be given, notice of all meetings of the

stockholders and of the Board of Directors, and shall perform such other

duties as may be prescribed by the Board of Directors or President, and

under whose supervision he shall be. He shall keep in safe custody the

corporate seal of the corporation, and when authorized by the Board,

affix the same to any instrument requiring it.

Section 6. Chief Financial Officer: The Chief Financial Officer shall

have custody of the corporate funds and securities and shall keep full

and accurate accounts of receipts and disbursements in books belonging

to the corporation, and shall keep the moneys of the corporation in

separate account to the credit of the corporation. He shall disburse the

funds of the corporation as may be ordered by the Board, taking proper

vouchers for such disbursements, and shall render to the President and

directors, at the regular meetings of the Board, or whenever they may

require it, an account of all his transactions as Chief Financial

Officer and of the financial condition of the corporation.

ARTICLE VI -- VACANCIES

Section 1. Any vacancy occurring in any office of the corporation by

death, resignation, removal or otherwise, shall be filled by the Board

of Directors. Vacancies and newly created directorships resulting from

any increase in the authorized number of directors may be filled by a

majority of the directors then in office, although not less than a

quorum, or by a sole remaining director. If at any time, by reason of

death or resignation or other cause, the corporation should have no

directors in office, then any officer or any stockholder or an executor,

administrator, trustee or guardian of a stockholder, or other fiduciary

entrusted with like responsibility for the person or estate of

stockholder, may call a special meeting of stockholders in accordance

with the provisions of these By-Laws.

Section 2. Resignations Effective at Future Date: When one or more

directors shall resign from the Board, effective at a future date, a

majority of the directors then in office, including those who have so

resigned, shall have power to fill such vacancy or vacancies, the vote

thereon to take effect when such resignation or resignations shall

become effective.

ARTICLE VII -- CORPORATE RECORDS

Section 1. Any stockholder of record, in person or by attorney or other

agent, shall, upon written demand under oath stating the purpose

thereof, have the right during the usual hours for business to inspect

for any proper purpose the corporation's stock ledger, a list of its

stockholders, and its other books and records, and to make copies or

extracts therefrom. A proper purpose shall mean a purpose reasonably

related to such person's interest as a stockholder. In every instance

where an attorney or other agent shall be the person who seeks the right

to inspection, the demand under oath shall be accompanied by a power of

attorney or such other writing which authorizes the attorney or other

agent to so act on behalf of the stockholder. The demand under oath

shall be directed to the corporation at its registered office in this

state or at its principal place of business.

ARTICLE VIII -- STOCK CERTIFICATES, DIVIDENDS, ETC.

Section 1. The stock certificates of the corporation shall be numbered

and registered in the share ledger and transfer books of the corporation

as they are issued. They shall bear the corporate seal and shall be

signed by the President.

Section 2. Transfers: Transfers of shares shall be made on the books

of the corporation upon surrender of the certificates therefor, endorsed

by the person named in the certificate or by attorney, lawfully

constituted in writing. No transfer shall be made which is inconsistent

with law.

Section 3. Lost Certificate: The corporation may issue a new

certificate of stock in the place of any certificate theretofore signed

by it, alleged to have been lost, stolen or destroyed, and the

corporation may require the owner of the lost, stolen or destroyed

certificate, or his legal representative to give the corporation a bond

sufficient to indemnify it against any claim that may be made against it

on account of the alleged loss, 'theft or destruction of any such

certificate or the issuance of such new certificate.

Section 4. Record Date: In order that the corporation may determine

the stockholders entitled to notice of or to vote at any meeting of

stockholders or any adjournment thereof, or the express consent to

corporate action in writing without a meeting, or entitled to receive

payment of any dividend or other distribution or allotment of any

rights, or entitled to exercise any rights in respect of any change,

conversion or exchange of stock or for the purpose of any other lawful

action, the Board of Directors may fix, in advance, a record date, which

shall not be more than sixty nor less than ten days before the date of

such meeting, nor more than sixty days prior to any other action.

If no record date is fixed:

(a) The record date for determining stockholders entitled to notice of

or to vote at a meeting of stock- holders shall be at the close of

business on the day next preceding the day on which notice is given,--

or if notice is waived, at the close of business on the day next

preceding the day on which the meeting is held.

(b) The record date for determining stockholders entitled to express

consent to corporate action in writing without a meeting, when no prior

action by the Board of Directors is necessary, shall be the day on which

the first written consent is expressed.

(c) The record date for determining stockholders for any other purpose

shall be at the close of business on the day on which the Board of

Directors adopts the resolution relating thereto.

(d) A determination of stockholders of record entitled to notice of or

to vote at a meeting of stockholders shall apply to any adjournment of

the meeting; provided, however, that the Board of Directors may fix a

new record date for the adjourned meeting.

Section 5. Dividends: The Board of Directors may declare and pay

dividends upon the outstanding shares of the corporation from time to

time and to such extent as they deem advisable, in the manner and upon

the terms and conditions provided by the statute and the Certificate of

Incorporation.

Section 6. Reserves: Before payment of any dividend there may be set

aside out of the net profits of the corporation such sum or sums as the

directors, from time to time, in their absolute discretion, think proper

as a reserve fund to meet contingencies, or for equalizing dividends, or

for repairing or maintaining any property of the corporation, or for

such other purpose as the directors shall think conducive to the

interests of the corporation, and the directors may abolish any such

reserve in the manner in which it was created.

ARTICLE IX -- MISCELLANEOUS PROVISIONS

Section 1. Checks: All checks or demands for money and notes of the

corporation shall be signed by such officer or officers as the Board of

Directors may from time to time designate.

Section 2. Fiscal Year: The fiscal year shall begin on the first day

of January.

Section 3. Notice: Whenever written notice is required to be given to

any person, it may be given to such person, either personally or by

sending a copy thereof through the mail, by fax, or by telegram, charges

prepaid, to his address appearing on the books of the corporation, or

supplied by him to the corporation for the purpose of notice. If the

notice is sent by mail, fax or by telegraph, it shall be deemed to have

been given to the person entitled thereto when deposited in the United

States mail, faxed or with a telegraph office for transmission to such

person. Such notice shall specify the place, day and hour of the

meeting and, in the case of a special meeting of stockholders, the

general nature of the business to be transacted.

Section 4. Waiver of Notice: Whenever any written notice is required

by statute, or by the Certificate or the By-Laws of this corporation a

waiver thereof in writing, signed by the person or persons entitled to

such notice, whether before or after the time stated therein, shall be

deemed equivalent to the giving of such notice. Except in the case of a

special meeting of stockholders, neither the business to be transacted

at nor the purpose of the meeting need be specified in the waiver of

notice of such meeting. Attendance of a person either in person or by

proxy, at any meeting shall constitute a waiver of notice of such

meeting, except where a person attends a meeting for the express purpose

of objecting to the transaction of any business because the meeting was

not lawfully called or convened.

Section 5. Disallowed Compensation: Any payments made to an officer or

employee of the corporation such as a salary, commission, bonus,

interest, rent, travel or entertainment expense incurred by him, which

shall be disallowed in whole or in part as a deductible expense by the

Internal Revenue Service, shall be reimbursed by such officer or

employee to the corporation to the full extent of such disallowance. It

shall be the duty of the directors, as a Board, to enforce payment of

each such amount disallowed. In lieu of payment by the officer or

employee, subject to the determination of the directors, proportionate

amounts may be withheld from his future compensation payments until the

amount owed to the corporation has been recovered.

Section 6. Resignations: Any director or other officer may resign at

anytime, such resignation to be in writing, and to take effect from the

time of its receipt by the corporation, unless some time be fixed in the

resignation and then from that date. The acceptance of a resignation

shall not be required to make it effective.

ARTICLE X -- ANNUAL STATEMENT

Section 1. The President and Board of Directors shall present at each

annual meeting a full and complete statement of the business and affairs

of the corporation for the preceding year. Such statement shall be

prepared and presented in whatever manner the Board of Directors shall

deem advisable and need not be verified by a certified public

accountant.

ARTICLE XI -- AMENDMENTS

Section 1. These By-Laws may be amended or repealed by the vote of

stockholders entitled to cast at least a majority of the votes which all

stockholders are entitled to cast thereon, at any regular or special

meeting of the stockholders, duly convened after notice to the

stockholders of that purpose.

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Contributed to the Library by Richard Widrig

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