Section 7. Notice of special meeting of members. At least _________ days prior to the date fixed for the holding of any special meeting of members, written notice of the time, place and purposes of the meeting shall be mailed, as provided, to each member entitled to vote at the meeting. No business not mentioned in the notice shall be transacted at the meeting.

Section 8. Organization meeting of board. At the place of the annual meeting of members and immediately following the meeting, the board of directors as constituted upon final adjournment of the annual meeting shall convene for the purpose of electing officers and transacting any other business properly brought before it, provided, that the organization meeting in any year may be held at a different time and place than that provided, by consent of a majority of the directors of the new board.

Section 9. Regular meetings of board. Regular meetings of the board of directors shall be held not less frequently than once in each month at the time and place as the board of directors shall determine. No notice of regular meetings of the board shall be required.

Section 10. Special meetings of board. Special meetings of the board of directors may be called by the president at any time by means of written notice by mail of the time, place and purpose to each director as the president in his or her discretion shall deem sufficient, but action taken at any meeting shall not be invalidated for want of notice if the notice is waived as provided.

Section 11. Notices and mailing. All notices required to be given by any provision of these bylaws shall state the authority pursuant to which they are issued (as, "by order of the president," or "by order of the board of directors" as the case may be) and shall bear the written, stamped, typewritten or printed signature of the secretary or assistant secretary. Every notice shall be deemed served when it has been deposited in the United States mail, with postage fully prepaid, plainly addressed to the addressee at his, her or its last address appearing upon the membership record of this corporation.

Section 12. Waiver of notice. Notice of the time, place and purpose of any meeting of the members or of the board of directors, may be waived by telegram, radiogram, cablegram or other writing, either before or after the meeting has been held.

Article II.

Quorum

Section 1. Quorum of members. Presence in person or by proxy of members representing a majority of the voting rights of this corporation shall constitute a quorum at any meeting of the members.

Section 2. Quorum of directors. A majority of the directors shall constitute a quorum.

Article III.

Voting, Elections and Proxies

Section 1. Who entitled to vote. Except as the articles, an amendment, or amendments otherwise provide, each member shall, at every meeting of the members, be entitled to one vote in person or by proxy upon each subject properly submitted to vote.

[Or, if the corporation is on a stock share basis, the following may be substituted]

Section 1. Who entitled to vote. Each member shall have one vote upon all questions presented for action at any meeting of the members, provided that holders of shares in this corporation shall have as many votes as the number of shares held by them respectively.

Section 2. Proxies. No proxy shall be deemed operative unless and until signed by the member and filed with the corporation. In the absence of a limitation to the contrary contained in the proxy, it shall extend to all meetings of the members and shall remain in force three years from its date, and no longer.

Section 3. Vote by shareholder corporation. Any other corporation owning voting shares in this corporation may vote by the president of the shareholder corporation, or by proxy unless some other person shall be appointed to vote upon the shares by resolution of the board of directors of the shareholder corporation.

Section 4. Inspectors. Whenever any person entitled to vote at a meeting of the members requests the appointment of inspectors, a majority of the members present at that meeting and entitled to vote shall appoint not more than three inspectors, who need not be members. If the right of any person to vote at the meeting is challenged, the inspectors shall determine the right. The inspectors shall receive and count the votes either upon an election or for the decision of any question and shall determine the result. Their certificate of any vote shall be prima facie evidence.

Article IV.

Board of Directors

Section 1. Number and term of directors. The business, property and affairs of this corporation shall be managed by a board of directors composed of _________ persons who shall be members of this corporation. Each director shall hold office for the term for which he or she is elected and until a successor is elected and qualified.

Section 2. Classification of directors. At the first annual meeting of the members, the members of the board of directors shall be divided into three classes of three members each. The members of the first class shall hold office for a term of one year; the members of the second class shall hold office for a term of two years; the members of the third class shall hold office for a term of three years. At all subsequent annual elections three directors shall be elected by the members for a term of three years to succeed the three directors whose term then expires; provided that nothing shall be construed to prevent the reelection of a director.

Section 3. Vacancies. Vacancies in the board of directors shall be filled by appointment made by the remaining directors. Each person elected to fill a vacancy shall remain a director until a successor has been elected by the members, who may make that election at their next annual meeting or at any special meeting called for that purpose.

Section 4. Action by unanimous written consent. If and when the directors severally or collectively consent in writing to any action to be taken by the corporation, that action shall be as valid a corporate action as though it had been authorized at a meeting of the board of directors.

Section 5. Power to make bylaws. The board of directors shall have the power to make and alter any bylaw or bylaws, including the fixing and altering of the number of the directors, provided, that the board shall not make or alter any bylaw or bylaws fixing the qualifications, classifications or term of office of any member or members of the then existing board.

Section 6. Power to elect officers. The board of directors shall select a president, one or more vice-presidents, a secretary and a treasurer. No officer except the president need be a member of the board, but a vice-president who is not a director shall not succeed to nor fill the office of president.

Section 7. Power to appoint other officers and agents. The board of directors shall have the power to appoint other officers and agents as the board may deem necessary for the transaction of the business of the corporation.

Section 8. Removal of officers and agents. Any officer or agent may be removed by the board of directors whenever in the judgment of the board the business interests of the corporation will be served.

Section 9. Power to fill vacancies. The board shall have the power to fill any vacancy in any office occurring from any reason.

Section 10. Delegation of powers. For any reason deemed sufficient by the board of directors, whether occasioned by absence or otherwise, the board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, acknowledge or verify any instrument in more than one capacity.

Section 11. Power to appoint executive committee. The board of directors shall have the power to appoint by resolution an executive committee composed of two or more directors who, to the extent provided in the resolution, shall have and exercise the authority of the board of directors in the management of the business of the corporation between meetings of the board.

Section 12. Power to require bonds. The board of directors may require any officer or agent to file with the corporation a satisfactory bond conditioned for faithful performance of duties.

Section 13. Compensation. The compensation of directors, officers and agents may be fixed by the board.

Article V.

Officers

Section 1. President. The president shall be selected by, and from the membership of, the board of directors. He or she shall be the chief executive officer of the corporation and shall preside over all meetings of the board and of the members. He or she shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect. The president shall be ex officio a member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation.

Section 2. Vice-presidents. At least one vice-president shall be chosen from the membership of the board. These vice-presidents as are board members, in the order of their seniority, shall perform the duties and exercise the powers of the president during the absence or disability of the president.

Section 3. Secretary. The secretary shall attend all meetings of the members and of the board of directors, and of the executive committee, and shall preserve in the books of the corporation true minutes of the proceedings of all meetings. He or she shall safely keep in his or her custody the seal of the corporation and shall have authority to affix it to all instruments where its use is required. He or she shall give all notices required by statute, bylaw or resolution and shall perform any other duties as may be delegated by the board of directors or by the executive committee.

Section 4. Treasurer. The treasurer shall have custody of all corporate funds and securities and shall keep in the books belonging to the corporation full and accurate accounts of all receipts and disbursements and shall deposit all moneys, securities and other valuable effects in the name of the corporation in the depositaries designated for that purpose by the board of directors. He or she shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for the disbursements, and shall render to the president and directors at the regular meetings of the board, and whenever requested by them, an account of all treasurer transactions and of the financial condition of the corporation. If required by the board he or she shall deliver to the president of the corporation, and shall keep in force, a bond in form, amount and with a surety or securities satisfactory to the board, conditioned for faithful performance of the duties of the office, and for restoration to the corporation in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in the possession or control of the treasurer and belonging to the corporation.

Section 5. Assistant secretary and assistant treasurer. The assistant secretary, in the absence or disability of the secretary, shall perform the duties and exercise the powers of the secretary. The assistant treasurer, in the absence or disability of the treasurer, shall perform the duties and exercise the powers of the treasurer.

Article VI.

[For use by nonprofit corporations organized upon a stock share basis]

Stock and Transfers

Section 1. Certificates for shares. Every member shall be entitled to a certificate of shares signed by the president or a vice-president and the secretary, or the treasurer, or by the assistant secretary or the assistant treasurer, under the seal of the corporation, certifying the number of shares represented by the certificate.

Section 2. Transferable only on books of corporation. Shares shall be transferable only on the books of the corporation by the person named in the certificate, or by an attorney lawfully constituted in writing, upon surrender of the certificate. A record shall be made of every transfer and issue. The shares shall be transferable by assignment or sale, and may be transferred to legal heirs or devisees upon the decease of the owner.

Section 3. Registered shareholders. The corporation shall have the right to treat the registered holder of any share as the absolute owner and shall not be bound to recognize any equitable or other claim to, or interest in, the share on the part of any other person, whether or not the corporation shall have express or other notice.

Section 4. Regulations. The board of directors shall have the power and authority to make all rules and regulations as the board shall deem expedient regulating the issue, transfer and registration of certificates for shares in this corporation.

Article VII.

Execution of Instruments

Section 1. Checks and drafts. All checks, drafts and orders for payment of money shall be signed in the name of the corporation and shall be countersigned, by such officers or agents as the board of directors shall from time to time designate for that purpose.

Section 2. Contracts, conveyances or other instruments. When the execution of any contract, conveyance or other instrument has been authorized without specification of the executing officers, the president, or any vice-president, and the secretary, or assistant secretary, may execute it on behalf of this corporation and may affix the corporate seal. The board of directors shall have the power to designate the officers and agents who shall have authority to execute any instrument in behalf of this corporation.

Article VIII.

Power of Board To Borrow Money

The board of directors shall have the full power and authority to borrow money whenever in the discretion of the board the exercise of that power is required in the general interests of this corporation, and in that case the board of directors may authorize the proper officers of this corporation to make, execute and deliver in the name and behalf of this corporation any notes, bonds, and other evidence of indebtedness as the board shall deem proper, and the board shall have the full power to mortgage the property of this corporation, or any part as security for the indebtedness, and no action on the part of the membership of this corporation shall be requisite to the validity of any note, bond, evidence of indebtedness or mortgage.

Article IX.

[For use in nonprofit corporations organized on a stock share basis]

Membership

Any person holding one or more shares of stock in this corporation shall be deemed a member.

[Or, where there are no shares, substitute]

Article IX.

Membership and Dues

Any person may be elected to membership in this corporation by a majority vote of the members present at any annual or special meeting.

The dues of all members shall be a sum of $_____ payable annually on _________[date] each year.

Any member in default in payment of dues shall be suspended from all privileges of membership, and if, after notice, the default is not cured within a period of _________ days, the membership of that member shall automatically terminate.

Any member may be removed from membership by a majority vote of the members present at any annual meeting or at any special meeting of the members called for the purpose, for conduct deemed prejudicial to this corporation, provided, that the member shall have first been served with written notice of the accusations and shall have been given an opportunity to produce witnesses, if any, and to be heard, at the meeting at which the vote is taken.

Article X.

Amendment of Bylaws

Section 1. Amendments, how effected. These bylaws may be amended, altered, added to or repealed by the affirmative vote of a majority of the members entitled to vote at any regular or special meeting of the members if notice of the proposed amendment, alteration, addition or repeal is contained in the notice of the meeting, or by the affirmative vote of a majority of the board of directors if the amendment, alteration, addition or repeal is proposed at a regular or special meeting of the board and adopted at a subsequent regular meeting; provided, that any bylaws made by the affirmative vote of a majority of the board of directors as provided here may be amended, altered, added to or repealed by the affirmative vote of a majority of the members entitled to vote at any regular or special meeting of the members; also provided, that no change of the date for the annual meeting of members shall be made within _________ days before the day on which the meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by all members entitled to vote at the annual meeting.