Section 7. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after _________ months from the date of its execution unless otherwise provided in the proxy.

Section 8. Voting of Shares. Subject to the provisions of any applicable law _________[if desired, add: or any provision of the _________ (articles or certificate) of incorporation or of these bylaws concerning cumulative voting], each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.


Section 9. General Powers. The business and affairs of the corporation shall be managed by its board of directors.

Section 10. Number, Tenure, and Qualifications. The number of directors of the corporation shall be _________. Directors shall be elected at the annual meeting of stockholders, and the term of office of each director shall be until the next annual meeting of stockholders and the election and qualification of his or her successor. Directors need not be residents of the State of _________, _________[but shall be stockholders of the corporation or and need not be stockholders of the corporation].

Section 11. Regular Meetings. A regular meeting of the board of directors shall be held without notice other than this bylaw immediately after and at the same place as the annual meeting of stockholders. The board of directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution.

Section 12.  Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any _________[two] directors, and shall be held at the principal office of the corporation or at such other place as the directors may determine.

Section 13. Notice. Notice of any special meeting shall be given at least _________[48 hours or as the case may be] before the time fixed for the meeting, by written notice delivered personally or mailed to each director at his or her business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, not less than _________ days prior to the commencement of the above-stated notice period. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.