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CORPORATE BYLAWS OF

________________________________________________,

INCORPORATED IN THE STATE OF California

ARTICLE I – CORPORATE AUTHORITY

Section 1. Incorporation: ________________________, (the “Corporation”) is a

duly organized corporation authorized to do business in the State of California by

the filing of Articles of [Organization] [Incorporation] on _______________,

20____.

Section 2. State law: The Corporation is organized under Corporations Code

Section 200-213 of the State of California (“Statutes”) and except as otherwise

provided herein, the Statutes shall apply to the governance of the Corporation

ARTICLE II - OFFICES

Section 1. Registered Office and Registered Agent: The registered office of the

Corporation in the State of California, shall be [address]

______________________ ____________________. The registered agent of

the Corporation shall be ___________________________.

Section 2. Other Offices: The Corporation may also have offices at such other

places, both within and without the State of _____________, as the Board of

Directors may from time to time determine or the business of the Corporation

may require.

ARTICLE III – MEETINGS OF SHAREHOLDERS

Section 1. Place of Meetings: Meetings of shareholders shall be held at the

principal office of the Corporation or at such place as may be determined from

time to time by the Board of Directors of the Corporation.

Section 2. Annual Meetings: Each year, the Corporation shall hold an annual

meeting of shareholders on such date and at such time as shall be determined

from time to time by the Board of Directors, at which meeting shareholders shall

elect a Board of Directors and transact any other business as may properly be

brought before the meeting.

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Section 3. Special Meetings: Special meetings of the shareholders, for any

purpose or purposes, may be called at any time by the President of the

Corporation, or the Board of Directors, or shareholders holding at least ten

percent (10%) of the issued and outstanding voting stock of the Corporation.

Business transacted at any special meeting shall be confined to the purpose or

purposes set forth in the notice of the special meting.

Section 4. Notice of Meetings: Whenever shareholders are required to

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

provided to each shareholder of record entitled to vote at or entitled to notice of

the meeting, which shall state the place, date, and hour of the meeting, and, in

the case of a special meting, 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 shareholder entitled to vote at such meeting.

Section 5. Quorum at Meetings: Shareholders may take action on a matter at a

meeting only if a quorum exists with respect to that matter. Except as otherwise

provided by law, 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 shareholders. Once a share is represented for an purpose at a meeting (other

than solely to object to the holding of the meeting), it is deemed present for

quorum purposes for the remainder of the meeting and the shareholders present

at a duly organized meeting may continue to transact business until adjournment,

notwithstanding the withdrawal of sufficient shareholders to leave less than a

quorum. The holders of a majority of the outstanding shares represented at a

meeting, whether or not a quorum is present, may adjourn the meeting from time

to time.

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

shareholders or to express consent or dissent to corporate action in writing

without a meeting may authorize another person or persons to vote for him or her

by proxy, but no such proxy shall be voted or acted upon after one year 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. Except

as otherwise provided herein or by law, every proxy is revocable at the pleasure

of the shareholder executing it by communicating such revocation, in writing, to

the Secretary of the Corporation.

Section 7. Voting at Meetings: If a quorum exists, action on a matter (other than

the election of directors) is approved if the votes cast favoring the action exceed

the votes cast opposing the action. Directors shall be elected by a plurality of the

votes cast by the shares entitled to vote in the election (provided a quorum

exists). Unless otherwise provided by law or in the Corporation’s Articles of

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Incorporation, and subject to other provisions of these Bylaws, each shareholder

shall be entitled to one vote on each matter, in person or by proxy, for each share

of the Corporation’s capital stock that has voting power and that is held by such

shareholder. Voting need not be by written ballot.

Section 8. List of Shareholders: The officer of the Corporation who has charge

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

before any meeting of shareholders, a complete list of the shareholders entitled

to vote at the meeting, arranged alphabetically, and showing the address of each

shareholder and the number of shares held by each shareholder. The list shall

be open to the examination of any shareholder for any purpose germane to the

meeting, during ordinary business hours, for a period of at least ten days before

the meeting, either at a place in the city where the meeting is to be held, which

place must be specified in the notice of the meeting, or at the place where the

meeting is to be held. The list shall also be produced and kept available at the

time and place of the meeting, for the entire duration of the meeting, and may be

inspected by any shareholder present at the meeting.

Section 9. Consent in Lieu of Meetings: Any action required to be taken or

which may be taken at any meeting of shareholders, whether annual or special,

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 shares having not less than the minimum number of votes that

would be necessary to take such action at a meeting at which all shareholders

entitled to vote were present and voted. The action must be evidenced by one or

more written consents, describing the action taken, signed and dated by the

shareholders entitled to take action without a meeting, and delivered to the

Corporation at its registered office or to the officer having charge of the

Corporation’s minute book.

No consent shall be effective to take the corporate action referred to in the

consent unless the number of consents required to take action are delivered to

the Corporation or to the officer having charge of its minute book within sixty

days of the delivery of the earliest-dated consent.

Prompt notice of the taking of the corporate action without a meeting by less than

unanimous vote shall be given to those shareholders who have not consented in

writing.

Section 10. Conference Call: One or more shareholders may participate in a

meeting of shareholders by means of conference telephone, videoconferencing,

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.

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Section 11. Annual Statement: The President and the 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.

ARTICLE IV – DIRECTORS

Section 1. Powers of Directors: The business and affairs of the Corporation

shall be managed by or under the direction of the Board of Directors, which may

exercise all such powers of the Corporation and do all lawful acts and things,

subject to any limitations set forth in these Bylaws or the Articles of Incorporation

for the corporation

Section 2. Number, Qualification and Election: The number of directors shall be

set at _____________. Each director shall be at least 18 years of age. The

directors need not be residents of the state of incorporation. The directors shall

be elected by the shareholders at the annual meeting of shareholders by the vote

of shareholders holding of record in the aggregate at least a plurality of the

shares of stock of the Corporation present in person or by proxy and entitled to

vote at the annual meeting of shareholders. Each director shall be elected for a

term of ______ year(s), and until his or her successor shall be elected and shall

qualify or until his or her earlier resignation or removal.

Section 3. Nomination of Directors: The Board of Directors shall nominate

candidates to stand for election as directors; and other candidates may also be

nominated by any shareholder of the Corporation, provided such nomination is

submitted in writing to the Corporation’s Secretary no later than 30 days prior to

the meeting of shareholders at which such directors are to be elected, together

with the identity of the nominator and the number of shares of the stock of the

Corporation owned by the nominator.

Section 4. Vacancies: Except as otherwise provided by law, any vacancy in the

Board of Directors occurring by reason of an increase in the authorized number

of directors or by reason of the death, withdrawal, removal, disqualification,

inability to act, or resignation of a director shall be filled by the majority of

directors then in office. The successor shall serve the unexpired portion of the

term of his or her predecessor. Any director may resign at any time by giving

written notice to the Board or the Secretary.

Section 5. Meetings:

a. Regular Meetings: Regular meetings of the Board of Directors shall

be held at least ___ times per year without notice and at such time

and place as determined by the Board.

b. Special Meetings: Special meetings of the Board may be called by

the Chairperson or the President on two days’ notice to each

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director, either personally or by telephone, express delivery service,

email, or facsimile transmission, and on four days’ notice by mail

(effective upon deposit of such notice in the mail). The notice need

not specify the purpose of a special meeting.

Section 6. Quorum and Voting at Meetings: A majority of the total number of

authorized directors shall constitute a quorum for transaction of business. The

act of a majority of directors present at any meeting at which a quorum is present

shall be the act of the Board of Directors, except as provided by law, the Articles

of Incorporation, or these Bylaws. Each director present shall have one vote,

irrespective of the number of shares of stock, if any, he or she may hold.

Section 7. Committees of Directors. The Board of Directors, by resolution, may

create one or more committees, each consisting of one or more Directors. Each

such committee shall serve at the pleasure of the Board. All provisions under the

Statutes and these Bylaws relating to meetings, action without meetings, notice,

and waiver of notice, quorum, and voting requirements of the Board of Directors

shall apply to such committees and their members.

Section 8. Consent in Lieu of Meetings: 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 of all members of the Board or committee, as the

case may be, consent thereto in writing, such writing or writings to be filed with

the minutes or proceedings of the Board or committee.

Section 9. Conference Call: One or more directors may participate in meetings

of the Board or a committee of the Board by any communication, including

videoconference, by means of which all participating directors can

simultaneously hear each other during the meeting. Participation in this manner

shall constitute presence in person at such meeting.

Section 10. Compensation: The Board of Directors shall have the authority to fix

the compensation of Directors. A fixed sum and expenses of attendance may be

allowed for attendance at each regular or special meeting of the Board. No such

payment shall preclude any director from serving the Corporation in any other

capacity and receiving compensation therefor.

Section 11. Removal of Directors: 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.

ARTICLE V -- OFFICERS

Section 1. Positions: The officers of the Corporation shall be a Chairperson, a

President, a Secretary, and a Treasurer, and such other officers as the Board

may from time to time appoint, including one or more Vice Presidents and such

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other officers as it deems advisable. Each such officer shall exercise such

powers and perform such duties as shall be set forth herein and such other

powers and duties as may be specified from time to time by the Board of

Directors. The officers of the Corporation shall be elected by the Board of

Directors. Each of the Chairperson, President, and/or any Vice Presidents may

execute bonds, mortgages, and other documents under the seal of the

Corporation, except where required or permitted by law to be otherwise executed

and except where execution thereof shall be expressly delegated by the Board to

some other officer or agent of the Corporation.

Section 2. Chairperson: The Chairperson shall have overall responsibility and

authority for management and operations of the Corporation, shall preside at all

meetings of the Board of Directors and shareholders, and shall ensure that all

orders and resolutions of the Board of Directors and shareholders are

implemented.

Section 3. President: The President shall be the chief operating officer of the

Corporation and shall have full responsibility and authority for management of the

day-to-day operations of the Corporation. The President shall be an ex-officio

member of all committees and shall have the general powers and duties of

management and supervision usually vested in the office of president of a

corporation.

Section 4. Secretary: The Secretary shall attend all meetings of the Board and

all meetings of the shareholders and shall 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. The Secretary shall give, or cause to be given,

notice of all meetings of the shareholders and special meetings 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 the Secretary shall be.

The Secretary shall maintain the records, minutes, and seal of the Corporation

and may attest any instruments signed by any other officer of the Corporation.

Section 5. Treasurer: The Treasurer shall be the chief financial officer of the

Corporation, shall have responsibility for the custody of the corporate funds and

securities, shall keep full and accurate records and accounts of receipts and

disbursements in books belonging to the Corporation, and shall keep the monies

of the Corporation in a separate account in the name of the Corporation. The

Treasurer shall provide to the President and directors, at the regular meetings of

the Board, or whenever requested by the Board, an account of all financial

transactions and of the financial condition of the Corporation.

Section 6. Term of Office: The officers of the Corporation shall hold office until

their successors are chosen and have qualified or until their earlier resignation or

removal. Any officer or agent elected or appointed by the Board may be

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removed at any time, with or without cause, by the affirmative vote of a majority

of the Board of Directors. Any vacancy occurring in any office as a result of

death, resignation, removal, or otherwise, shall be filled for the unexpired portion

of the term by a majority vote of the Board of Directors.

Section 7. Compensation: The compensation of officers of the Corporation shall

be fixed by the Board of Directors.

ARTICLE VI – CAPITAL STOCK

Section 1. Stock Certificates: The shares of the Corporation shall be

represented by certificates, provided that the Board of Directors may provide by

resolution that some or all of any or all classes or series of the stock of the

Corporation shall be uncertificated shares. Notwithstanding the adoption of such

a resolution by the Board of Directors, every holder of stock represented by

certificates and, upon request, every holder of uncertificated shares, shall be

entitled to have a certificate signed in the name of the Corporation, by the

Chairperson, president or any Vice President, and by the Treasurer or Secretary.

Any or all of the signatures on the certificate may be by facsimile. 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 and shall bear

the corporate seal.

Section 2. Lost Certificates: The Corporation may issue a new certificate of stock

in place of any certificate theretofor issued and alleged to have been lost, stolen,

or destroyed, and the Corporation may require the owner of the lost, stolen or

destroyed certificate, or his or her legal representative, to make an affidavit of

that fact, and the Corporation may require indemnity against any claim that may

be made against the Corporation on account of the alleged loss, theft, or

destruction of any such certificate or the issuance of such new certificate.

Section 3. Transfers: Transfers of shares shall be made on the books of the

Corporation upon surrender and cancellation of the certificates therefore,

endorsed by the person named in the certificate or by his or her legal

representative. No transfer shall be made which is inconsistent with any

provision of law, the Articles of Incorporation for the Corporation, or these

Bylaws.

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

shareholders entitled to notice of or to vote at any meeting of shareholders, or

any adjournment thereof, or to take action without a meeting, or to receive

payment of any dividend or other distribution, or 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 a record date, which record date

shall not precede the date upon which the resolution fixing the record date is

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adopted by the Board of Directors and shall not be less than ten nor more than

fifty days before the meeting or action requiring a determination of shareholders.

If no record date is fixed by the Board of Directors:

a. for determining shareholders entitled to notice of or to vote at a

meeting, the record date 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 or other action taken;

b. For determining shareholders entitled to consent to corporate action

without a meeting, the record date shall be the day on which the first

written consent is delivered to the Corporation in accordance with

these Bylaws; and

c. For determining shareholders for any other purpose, the record date

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

Directors adopts the resolution relating thereto.

ARTICLE VII -- DIVIDENDS

Section 1. 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 the Board deems advisable, in the manner and upon the terms and

conditions provided by law and the Articles of Incorporation of the Corporation.

Section 2. Reserves: The Board of Directors may set apart, out of the funds of

the Corporation available for dividends, said sum as the directors, from time to

time, in their absolute discretion, think proper as a reserve fund for any proper

purpose. The Board of Directors may abolish any such reserve in the manner it

was created.

ARTICLE VIII – GENERAL PROVISIONS

Section 1. Insurance and Indemnity: The Corporation may purchase and

maintain insurance in a reasonable amount on behalf of any person who is or

was a director, officer, agent, or employee of the Corporation against liability

asserted against or incurred by such person in such capacity or arising from such

person’s status as such.

Subject to applicable statute, any person made or threatened to be made

a party to any action, suit, or proceeding, by reason of the fact that he or she, his

or her testator or intestate representative, is or was a director, officer, agent, or

employee of the Corporation, shall be indemnified by the Corporation against the

reasonable expenses, including attorney’s fees, actually and necessarily incurred

by him or her in connection with such an action, suit, or proceeding.

Notwithstanding the foregoing, no indemnification shall be made by the

Corporation of judgment or other final determination establishes that the potential

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indemnificatee’s acts were committed in bad faith or were the result of active or

deliberate fraud or dishonesty or clear and gross negligence.

Section 2. Corporate Records: Any shareholder 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 shareholders, 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

shareholder. In every instance in which an attorney or other agent shall be the

person seeking the right to inspection, the demand under oath shall be

accompanied by a power of attorney or such other writing authorizing the

attorney or other agent to so act on behalf of the shareholder.

The demand under oath shall be directed to the Corporation at its registered

office or its principal place of business.

Section 3. Fiscal Year: The fiscal year of the Corporation shall be the calendar

year.

Section 4. Seal: The corporate seal shall be in such form as the Board of

Directors shall approve. The seal may be used by causing it or a facsimile

thereof to be impressed, affixed, or otherwise reproduced.

Section 5. Execution of Instruments: All contracts, checks, drafts, or demands

for money and notes and other instruments or rights of any nature of the

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

may from time to time designate.

Section 6. 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 United States mail, or by email, or facsimile, charges prepaid, to his

or her address appearing in the books of the Corporation, or supplied by him or

her to the Corporation for the purpose of notice. If the notice is sent by mail it

shall be deemed to have been given to the person entitled thereto when

deposited in the United States mail. If the notice is sent by facsimile, it shall be

deemed to have been given at the date and time shown on a written confirmation

of the transmission of such facsimile communication. If such notice is related to

a meeting, the notice shall specify the place, day, and hour of the meeting, and,

in the case of a special meeting of shareholders, the purpose of and general

nature of the business to be transacted at such special meeting.

Section 7. Waiver of Notice: Whenever any written notice is required by law, or

by the Articles of Incorporation or by these Bylaws, 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.

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Except in the case of a special meeting of shareholders, neither the business to

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

of notice of the 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 convened or called.

Section 8. Amendments: The Board of Directors shall have the power to make,

adopt, alter, amend, and repeal from time to time the Bylaws of the Corporation

except that the adoption, amendment, or repeal of any Bylaw regulating the

election of directors shall be subject to the vote of shareholders entitled to cast at

least a majority of the votes which all shareholders are entitled to cast at any

regular or special meeting of the shareholders, duly convened after notice to the

shareholders of that purpose.

The foregoing Bylaws were adopted by the Board of Directors on

__________________, 20____.

SECRETARY’S SIGNATURE

________________________

SECRETARY (PRINT)

________________________

SHAREHOLDER’S NAME NUMBER (#) OF SHARES

________________________________________________________________

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