BY-LAWS OF CORPORATION

. These By-Laws of [CORPORATION] (the “Agreement”) are made and effective [DATE].


1. CORPORATE OFFICES

1.1. Principal Office
The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of [STATE/PROVINCE]. If the principal executive office is located outside [STATE/PROVINCE] and the corporation has one or more business offices in [STATE/PROVINCE], then the Board of Directors shall fix and designate a principal business office in [STATE/PROVINCE].

1.2. Other Offices
The Board of Directors may at any time establish branch or subordinate offices at any place or places.


2. MEETINGS OF SHAREHOLDERS

2.1. Place Of Meetings
All meetings of shareholders shall be held at any place within or outside the State of [STATE/PROVINCE] designated by the Board of Directors. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the corporation or at any place consented to in writing by all persons entitled to vote at such meeting, given before or after the meeting and filed with the Secretary of the corporation.

2.2. Annual Meeting
An annual meeting of shareholders shall be held each year on a date and at a time designated by the Board of Directors. At that meeting, directors shall be elected. Any other proper business may be transacted at the annual meeting of shareholders.

2.3. Special Meetings
Special meetings of the shareholders may be called at any time, subject to the provisions of Sections 2.4 and 2.5 of these By-Laws, by the Board of Directors, the Chairman of the Board, the President or the holders of shares entitled to cast not less than [%] of the votes at that meeting.

If a special meeting is called by anyone other than the Board of Directors or the President or the Chairman of the Board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by other written communication to the Chairman of the Board, the President, any Vice President or the Secretary of the corporation. The officer receiving the request forthwith shall cause notice to be given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these By-Laws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than [NUMBER] nor more than [NUMBER] days after the receipt of the request. If the notice is not given within [NUMBER] days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

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BY-LAWS OF CORPORATION