FORM 1 CERTIFICATE OF INCORPORATION OF [CORPORATION] UNDER SECTION OF THE BUSINESS CORPORATION LAW J, [NAME OF INCORPORATOR], being of the age of eighteen years or over, for the purpose of forming a corporation pursuant to Section of the Business Corporation Law of. , do hereby certify: 1. The name of the corporation is (NAME OF CORPORATION]. 2. The purposes for which it is formed are: ‘To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated; and ‘To have and to exercise all rights and powers that are now or may hereafter be granted to a corporation by law. ‘The foregoing shall be construed as objects, purposes and powers, and the enumeration thereof shall not be held to limit or restrict in any manner the powers now or hereafter conferred on this corporation by the laws of the State of ___. The objects and powers specified herein shall, except as other- wise expressed, he in no way limited or restricted by reference to or inference from the terms of any other clause or paragraph of these articles. The objects, purposes, and powers specified in each of the clauses or paragraphs of this Certificate of Incorporation shall be regarded as independent objects, pur- poses, or powers. 3. The office of the corporation is to be located in the City of (County ofaesssne=' ciate of eee ee4, The aggregate number of shares of stock which the corporation shall have the authority to issue is__(__) shares of Common Stock, each of which shall have a par value of ___ Dollars ($_) per share. 5. The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the cor- poration served upon him is: 6. The name and address of the registered agent which is to be the agent of the corporation upon whom process against it may be served are: IN WITNESS WHEREOF, I have made and signed this certificate this day of 119, and I affirm the statements contained herein as true under penalties of perjury. [Name and Home or Business Address of Incorporator]FORM OF NOTARIZATION STAle OF ae) 288. COUNTY OF ) On this ____ day of , 19 ____, before me personally came [NAME OF INCORPORATOR], to me personally known, who, being by me duly sworn, did depose and say that (s)he resides at [HOME ADDRESS OF INCORPORATOR]; that (s)he is the individual who executed the within instrument; and that (s)he signed [his] [her] name thereto. ‘Notary Public4. The aggregate number of shares of stock which the corporation shall have the authority to issue is ( ) shares of Common Stock, each of which shall have a par value of Dollars ($__) per share. 5. The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the cor- poration served upon him is: 6. The name and address of the registered agent which is to be the agent of the corporation upon whom process against it may be served are: IN WITNESS WHEREOF, I have made and signed this certificate this day of 19. and 1 affirm the statements contained herein as true under penalties of perjury. ame and Home or Business Address of Incorporator]FORM OF NOTARIZATION STATE OF ___ 88 COUNTY OF ) (Ong this| eee dagger 19) , before me personally came [NAME OF INCORPORATOR], to me personally known, who, being by me duly sworn, did depose and say that (s)he resides at [HOME ADDRESS OF INCORPORATOR}; that (s)he is the individual who executed the within instrument; and that (s)he signed [his] {her] name thereto. Notary PublicFORM 2 SAMPLE BY-LAWS ARTICLE 1 OFFICES Section 1. The office of the Corporation shall be located in the City of , in the County of. , in the State of. : Section 2. 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 IT ANNUAL MEETINGS OF SHAREHOLDERS Section 1. All meetings of shareholders for the election of directors shall be held in such City, County and State and at such time and place as may be fixed from time to time by the board of directors and set forth in the notice of such meeting. Section 2. Annual meetings of shareholders shall be held on the third Friday in of each year if not a legal holiday, and if a legal holiday, then. on the next business day following at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at, the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting,ARTICLE Ui SPECIAL MEETINGS OF SHAREHOLDERS Section 1. Special meetings of shareholders may be held at such time and place within or without the State of as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Special meetings of shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, the board of directors, or the holdets of not less than a majority of all the shares entitled to vote at the meeting. Section 3. Written or printed notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meet- ing is called shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of, the president, the board or, if the special meeting is called by holders of not less than a majority of all the shares entitled to vote at the special meeting, the secretary, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting. Section 4. The business transacted at any special meeting of shareholders, shall be limited to the purposes stated in the notice. ARTICLE IV QUORUM AND VOTING OF STOCK Section 1. The holders of a majority of the shares of stock issued and out- standing and entitled to vote, represented in person or by proxy, shall consti- tute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incor- poration. If, however, such quorum shall not be present or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be pre- sent or represented. 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 notified,Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation. Section 3. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to vote at a meeting of share- holders. A shareholder may vote either in person or by proxy executed in writ- ing by the shareholder or by his duly authorized attomey-in-fact. ‘Section 4. The board of directors in advance of any shareholders’ meeting may appoint one or more inspectors to act, at the meeting or any adjournment, thereof. If inspectors are not so appointed, the person presiding at a share- holders’ meeting may, and, on the request of any shareholder entitled to vote thereat, shall, appoint one or more inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. Section 5. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written con- sent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. ARTICLE V DIRECTORS Section 1. The number of directors shall be ¢ ), which num- ber may be increased or decreased by amendment of these by-laws. Each director shall be at least eighteen years of age. The directors need not be resi- dents of the State of _______ nor shareholders of the Corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting or until his sue- cessor shall have been elected and qualified. The first board of directors shall hold office until the first meeting of shareholders.Section 2, Any or all of the directors may be removed, with or without cause, at any time by the vote of the shareholders at a special meeting called for that purpose. Any director may be removed for cause by the action of the directors at a special meeting called for that purpose. Section 3. Unless otherwise provided in the certificate of incorporation, newly created directorships resulting from an increase in the board of direc- tors and all vacancies occurring in the board of directors, including vacancies caused by removal without cause, may be filled by the affirmative vote of a majority of the board of directors; however, if the number of directors then in office is less than a quorum, then such newly created directorships and vacan- cies may be filled by a vote of a majority of the directors then in office. A direc- tor elected to fill a vacancy shall hold office until the next meeting of shareholders at which election of directors is the regular order of business, and until his successor shall have been elected and qualified. A director elected to fill a newly created directorship shall serve until the next succeed- ing annual meeting of shareholders and until his successor shall have been elected and qualified. Section 4. The business affairs of the Corporation shall be managed by its, board of directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders. Section 5. The directors may keep the books of the Corporation, except such as are required by law to be kept within the State of, at such place or places as they may from time to time determine. Section 6. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.ARTICLE MEETINGS OF THE BOARD OF DIRECTORS Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the sharehold- ers at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors. Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board of directors. Section 4. Special meetings of the board of directors may be called by the chairman of the board of directors or by the president or by any two directors at any time. Notice of any special meeting shall be mailed to each director addressed to him at his residence or usual place of business at least two days before the day on which the meeting is to be held, or if sent to him at such place by telegraph or cable, or delivered personally or by telephone, not later than the day before the day on which the meeting is to be held. Section 5. Notice of a meeting need not be given to any director who sub- mits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. 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. Section 6. A majority of the directors shall constitute a quorum for the trans- action of business unless a greater or lesser numiber is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shalll be present.Section 7. Unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the directors or a com- mittee thereof may be taken without a meeting if a consent in writing to the adoption of a resolution authorizing the action so taken shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Section 8. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee desig- nated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar com- munications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall consti- tute presence in person at the meeting. ARTICLE VIL EXECUTIVE COMMITTEE Section I. The board of directors, by resolution adopted by a majority of the entire board, may designate, from among its members, an executive com- mittee and other committees, each consisting of three or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the board, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a reg- ular or special meeting of the board of directors. Section 2. Any member of a committee may resign at any time. Such resig- nation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective unless so specified therein. Section 3. A majority of the members of a committee shall constitute a quo- rum. The act of a majority of the members of a committee present at any meet- ing at which a quorum is present shall be the act of such committee. The members of a committee shall act only as a committee, and the individual members thereof shall have no powers as such.Section 4. Each conunittee shall keep a record of its acts arid proceedings, and shall report the same to the board of directors when and as required by the board of directors. Section 5. A committee may hold its meetings at the principal office of the Corporation, or at any other place which a majority of the committee may at any time agree upon. Each committee may make such rules as it may deem expedient for the regulation and carrying on of its meetings and proceedings. Unless otherwise ordered by the executive committee, any notice of a meeting of such committee may be given by the secretary or by the chairman of the committee and shall be sufficiently given if mailed to each member at his res- idence or usual place of business at least two days before the day on which the meeting is to be held or if sent to him at such place by telegraph or cable, or delivered personally or by telephone, not later than 24 hours prior to the time at which the meeting is to be held. Section 6. The members of any committee shall be entitled to such com- pensation as may be allowed them by resolution of the board of directors. ARTICLE VIL NOTICES Section 1. Whenever, by law or by the provisions of the certificate of incor- poration or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shalll be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice of a meeting is required to be given by law or by the provisions of the certificate of incorporation or these by-laws, 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 equiv- alent to the giving of such notice. -ARTICLE IX OFFICERS Section 1. The officers of the Corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer, and such other officers, as may be appointed in accordance with the provi- sions of Section 3 of this Article IX. The board of directors in its discretion may also elect a chairman of the board of directors. The board of directors may also choose one or more additional vice presidents, and one or more assistant sec- retaries and assistant treasurers. Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, a vice president, a secretary and a treasurer, none of whom need be a member of the board. Any two or more offices may be held by the same person, except the offices of president and secretary. When all the issued and outstanding stock of the Corporation is owned by one person, such person may hold all or any combi- nation of offices. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be deter mined from time to time by the board of directors. Section 4. The salaries of all officers and agents of the Corporation shall be fixed by the board of directors. Section 5. The officers of the Corporation shall hold office until their suc- cessors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the Corpora- tion shall be filled by the board of directors. CHAIRMAN OF THE BOARD OF DIRECTORS, Section 6. The chairman of the board of directors shall be a director and shall preside at all meetings of the board of directors at- which he shall be pre- sent and shall have such power and perform such duties as may from time to time be assigned to him by the board of directors.THE PRESIDENT Section 7. The president shall be the chief executive officer of the Corpo- ration, shall preside at all meetings of the shareholders and, in the absence of the chairman of the board of directors, shall have general and active manage- ment of the business of the Corporation and shall see that all orders and reso- lutions of the board of directors are carried into effect. He shall have the power to call special meetings of the stockholders or of the board of directors or of the executive committee at any time. Section 8. He shall execute bonds, mortgages and other contracts requir- ing a seal under the seal of the Corporation, except where required or permit- ted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation. ‘THE VICE PRESIDENTS Section 9. The vice president or, if there shall be more than one, the vice presidents in the order determined by the board of directors shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ‘THE SECRETARY AND ASSISTANT SECRETARIES Section 10. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meet- ings of the Corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the share- holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the president, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation, if any, and he shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his sig- nature. The board of directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.Section 11. The assistant secretary or, if there be more than one, the assis- tant secretaries in the order determined by the board of directors shall, in the absence or disability of the secretary, perform the duties and exercise the pow- ers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ‘THE TREASURER AND ASSISTANT TREASURERS Section 12. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disburse- ments in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors. Section 13. He shall disburse the funds of the Corporation as may be ordered by the board of directors, taking proper vouchers for such disburse- ments, and shall render to the president and the board of directors at its regu- lar meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the Corporation. Section 14. If required by the board of directors, he shall give the Corpora- tion a bond in such sum and with such surety or sureties as shall be satisfae- tory to the board of directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resigna- tion, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. Section 15. The assistant treasurer or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE X CERTIFICATES FOR SHARES Section 1. The shares of the Corporation shall be represented by certifi- cates signed by the chairman or the president or a vice president and the sec-retary or an assistant secretary or the treasurer or an assistant treasurer of the Corporation and may be sealed with the seal of the Corporation or a facsimile thereof, ‘When the Corporation is authorized to issue more than one class of shares, there shall be set forth upon the face or back of the certificate, or the certifi- cate shall have a statement, that the Corporation will furnish to any share- holder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of stock which the Corporation is authorized to issue. Section 2. The signatures of the officers of the Corporation upon a certifi- cate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signa- ture has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expe- dient, and may require such indemnities as it deems adequate, to protect the Corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed. ‘TRANSFER OF SHARES Section 4. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the Corporation. ‘The board of directors may make other and further rules and regulations concerning the transfer and registration of certificates for stock and mayappoint a transfer agent or registrar or both and may require all certificates of stock to bear the signature of either or both. FIXING RECORD DATE Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any divi- dend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the adjourned meeting. REGISTERED SHAREHOLDERS Section 6. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recog- nize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of New York. LIST OF SHAREHOLDERS Section 7. A list of shareholders as of the record date, certified by the cor- porate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.ARTICLE Xl GENERAL PROVISIONS DIVIDENDS Section 1. Subject to the provisions of the certificate of incorporation relat- ing thereto, if any, and to the laws of the State of New York, dividends may be declared by the board of directors at any regular or special meeting. Dividends may be paid in cash, in shares of the capital stock or in the Corporation's bonds or its property, including the shares or bonds of other corporations, sub- ject to the laws of the State of New York and to the provisions of the certifi- cate of incorporation. ‘ion 2. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends 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 repair- ing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. CHECKS Section 3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 4. The fiscal year of the Corporation shall be fixed by resolution of the board of directors. ARTICLE XIi AMENDMENTS: Section 1. These by-laws may be amended or repealed or new by-laws may be adopted at any regular or special meeting of shareholders at which a quo- mum is present or represented, by the vote of the holders of shares entitled to vote in the election of any directors, provided notice of the proposed alter-ation, amendment or repeal be contained in the notice of such meeting. These by-laws may also be amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board. If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with a precise statement of the changes made. By-laws adopted by the board of directors may be amended or repealed by the shareholder.FORM 3 MINUTES OF ORGANIZATION MEETING OF BOARD OF DIRECTORS OF [CORPORATION] The first meeting of the board of directors of [NAME OF CORPORATION] was called and held at on the day of, 9 at PRESENT: ‘There were present: [NAMES OF DIRECTORS] being all the directors. _______was chosen temporary chairman and was chosen temporary secretary of the meeting. ‘The secretary presented and read a waiver of notice of the meeting, signed by all the directors, which was ordered filed with the minutes of the meeting ‘The minutes of the incorporator were read and approved. ‘The chairman stated that the first business to come before the meeting was the election of officers. ‘The following persons were thereupon nominated to the offices set forth opposite their respective names, to serve until the next annual meeting and until their successors are chosen and shall qualify: PresidentSecretary All the directors present having voted, the chairman announced that the aforesaid persons had been unanimously elected as said officers respectively. ‘The president and the secretary thereupon entered upon the discharge of the duties of their respective offices, Upon motion, duly made, seconded and carried, it was RESOLVED, that the form of stock certificate presented and read be and it is hereby approved and adopted, and the secretary is instructed to insert a specimen thereof in the minute book. Upon motion, duly made, seconded and carried, it was RESOLVED, that the seal, an impression of which is hereto affixed, be and itis hereby adopted as the corporate seal of the corporation. ‘The secretary was authorized and directed to procure the proper corporate books. ‘Upon motion, duly made, seconded and carried, it was RESOLVED, that the president be and he hereby is authorized to open a bank account on behalf of this corporation in a bank selected by the president. RESOLVED, that until otherwise ordered said bank be and it hereby is authorized to make payments from the funds on deposit with it upon and according to the check of this corporation, signed by its president. Upon motion, duly made, seconded and carried, it was RESOLVED, that an office of the corporation be established and main- tained at , in the City of in the County of » in the State of , and that meetings of the board of directors from time to time may be held either at such office in the City of or elsewhere, as the board of directors shall from time to time order. Upon motion, duly made, seconded and carried, it wasRESOLVED, that. the president and secretary be and they each are autho- rized to execute and file, or cause to be filed, with the New York State Tax Commission a certificate pursuant to Section 275-a of the New York Tax Law. ‘The president stated that the corporation had received a subscription to shares of the common stock of this corporation having a par value of Dollars ($ ) per share. ‘The president stated further that the subscriber had tendered to the corpo- ration the sum of Dollars ($ ) in full payment at par for the common stock subscribed. Upon motion, duly made, seconded and carried, the president and the see- retary were authorized to issue to the said subscriber or its nominee certifi- cates representing fully paid and nonassessable common stock of this corporation to the amount of the subscription. Upon motion, duly made, seconded and carried, it was RESOLVED, that for the purpose of authorizing the corporation to do busi- ness in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for this corporation to transact, business, the officers of this corporation are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices and, under the cor- porate seal, to make and file all necessary certificates, reports, powers of attor- ney and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the corporation to transact busi- ness therein, and whenever it is expedient for the corporation to cease doing business therein and withdraw therefrom, to revoke any appointment of agent or attorney for service of process and to file such certificates, reports, revoca- tion of appointment or surrender of authority as may be necessary to termi- nate the authority of the corporation to do business in any such state, territory, dependency or country. Upon motion, duly made, seconded and carried, it was RESOLVED, that the fiscal year of the corporation shall begin the first day of, in each year. Upon motion, duly made, seconded and carried, it wasRESOLVED, that the treasurer be and he hereby is authorized to pay all fees and expenses incident to and necessary for the organization of the corporation. Upon motion, duly made, seconded and carried, the meeting thereupon adjourned. [Name of Secretary elected at meeting]FORM 4 SHAREHOLDERS AGREEMENT This SHAREHOLDERS AGREEMENT, dated 119 , is entered into by and among (‘Shareholder A"), (Shareholder BY) and (‘Shareholder C”) (each individually a “Shareholder” and collectively the “Shareholders"), who are all of the shareholders of : a corporation (the “Corporation”). The Shareholders agree as follows: 1. Share Ownership. Each Shareholder owns shares of the Common Stock, $___ par value per share, of the Corporation, repre- senting 33 1/3 percent of the total issued and outstanding shares of the Corpo- ration (the “Shares”) 2, Legended Certificates. Each certificate representing Shares currently owned by a Shareholder shall be stamped or otherwise imprinted with a leg- end in substantially the following form: THE SHARES OF [CORPORATION] REPRESENTED BY THIS CER- TIFICATE ARE SUBJECT TO THE TERMS AND, RESTRICTIONS SET FORTH IN A SHAREHOLDERS AGREEMENT, DATED AS OF , 19 , AMONG [SHAREHOLDER A], [SHARE- HOLDER B] AND [SHAREHOLDER C]. THESE SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN SAID AGREEMENT. 8, Subsidiaries. Except as provided in Section 5, the Corporation owns and will own all of the outstanding stock of two other corporations: : a corporation (“Subsidiary A”), and ,a corporation (‘Subsidiary B"}; (Subsidiary A and Subsidiary B each individually a “Subsidiary” and collectively the “Subsidiaries”). 4, Issuance and Sale of Shares of the Corporation. Additional Shares of the Corporation, any other equity security of the Corporation or any secu- rity convertible into or exchangeable for any equity security of the Corporationmay be issued only with the unanimous written consent of all three Share- holders. During the period beginning on the date hereof and ending years after the date hereof, no Shareholder may sell, give or oth- erwise transfer in any way whatsoever any Shares of the Corporation or Sub- sidiaries without the express written consent of the other Shareholders, which consent may be withheld for any reason. At any time after the expiration of such year period, any proposed transfer by a Shareholder (the transferring Shareholder”) may only be made upon written notice to the other Shareholders of the terms of the proposed transfer, including the number of Shares proposed to be transferred, the consideration for such Shares, the method and timing of the transfer and the identity of the proposed transferee, which notice shall include a written copy of the proposed offer from the prospective transferee. Such notice shall constitute an irrevocable offer by the ‘Transferring Shareholder to sell all, but not less than all, of the Shares speci- fied in the notice to the other Shareholders on a pro rata basis and on the same terms as are contained in such notice. In the event that one of the other Share- holders chooses not to accept the Transferring Shareholder's offer, the remain- ing Shareholder must elect to purchase all or none of the Shares being offered by the Transferring Shareholder. The other Shareholders shall have sixty (60) days from the date notice is given to accept or reject such offer. The accep- tance or rejection by the other Shareholders of such irrevocable offer shall not, constitute the exclusive remedy of such other Shareholders in the event that the Transferring Shareholder shall convey Shares contrary to the terms and provisions of this Section 4. 5. Distribution of Equity Ownership in Subsidiaries. Any sale or dis- tribution of equity interests in either Subsidiary shall require the unanimous written consent of the Shareholders. 6. Shareholder Entitlements. The Shareholders shall enjoy equal rights and shall be entitled to equal compensation, including perquisites, under this Agree- ment. Any interference or attempt to interfere by two Shareholders with the rights of a third Shareholder under this Agreement, including but not limited to failing to elect a Shareholder as director of the Corporation and the Subsidiaries, and failing to grant a Shareholder compensation (including salary, benefits and perquisites) equal to that received by the other two Shareholders, shall constitute the firing (the “Firing”) of that third Shareholder (the “Fired Shareholder”) and shall entitle him to sell his Shares back to the Company in the following manner: the Fired Shareholder shall give notice to the Corporation of his intention to sellhis Shares to the Corporation pursuant to this Section 6, which notice shall specifically set forth the events and/or acts which constitute the Firing. The Cor- poration shall cause to be conducted an audit of the Corporation within a rea- sonable time following the date of such notice (the “Notice Date”). Such audit shall determine the Fired Shareholder’s Net Income (as defined in Section 7 hereof) as of the Notice Date. Within two weeks of completion of the audit the Fired Shareholder shall sell to the Corporation, and the Corporation shall buy, the Fired Shareholder’s Shares for a purchase price equal to [ ] times the Fired Shareholder’s Net Income. The purchase price shall be paid in the following man- ner: percent of the purchase price shall be paid on the date the Fired Shareholder tenders his Shares (the “Tender Date”) and percent of the purchase price shall be paid on each succeeding one-year anniversary of the Ten- der Date until the purchase price is fully paid. In the event that, as of the Notice Date, the Corporation's assets include real property or any interest in real prop- erty, and so long as the Corporation, in its sole discretion, shall continue to hold such real property or such interest in real property, the Fired Shareholder shall be entitled to (a) one-third of the net income, if any, generated by such real prop- erty or interest in real property; and (b) upon sale, if any, of any such real prop- erty or interest in real property, one-third of the net income, if any, from such sale. 7. Shareholder Net Income. Under this Agreement, a Shareholder’s Net Income shall equal an amount, the numerator of which shall be the aggregate average yearly income of the Subsidiaries based upon the eight fiscal quarters preceding a Notice Date (as that term is defined in Sections 6 and 16) or, in the case of the death of a Shareholder, the date of the death, less all expenses of the Subsidiaries other than salaries, benefits and perquisites of the Sharehold- ers, and the denominator of which shall be three. Any calculation of Share- holder Net Income pursuant to this Agreement shall be according to generally accepted accounting principles. 8. Voluntary Departure of a Shareholder. Any Shareholder who wishes to terminate his employment with the Corporation shall give the Corporation notice of his intention to sell his Shares, and the Corporation shall purchase such Share- holder's Shares in accordance with the provisions of Section 16 hereof. 9. Death or Disability of a Shareholder, (a) Death: Within a reasonable time after the death of a Shareholder, the Corporation shall cause to be conducted an audit of the Corporation, whichandit shall determine the deceased Shareholder's Net Income. Within two weeks of completion of such audit, the deceased Shareholder’s estate shall sell, and the Corporation shall purchase, the deceased Shareholder's Shares. ‘The purchase price shall be times the Shareholder's Net Income as determined by the audit, and shall be paid to the Shareholder’s estate in the fol- lowing manner: the Corporation shall pay to the estate at the time of such pur- chase one-third of the deceased Shareholder’s Net Income. Of the remaining amount, one-half shall be paid to the estate one calendar year after the com- pletion of the audit and the other one-half shall be paid to the estate two cal- = endar years after the completion of the audit. In the event that, as of the date of the Shareholder’s death, the Corporation's assets include real property or any interest in real property, and so long as the Corporation, in its sole discre- tion, shail continue to hold such real property or such interest in real property, the deceased Shareholder's estate shall be entitled to (a) one-third of the net income, if any, generated by such real property or interest in real property; and () upon sale, if any, of any such real property or interest in real property, one-third of the net income, if any, from such sale. () Disablement: Upon the permanent disablement of a Shareholder such that his ability to contribute significantly to the Corporation and/or Sub- sidiaries is substantially impaired, or if a Shareholder is temporarily disabled and it is expected that he will remain disabled as described above for more than years, he shall resign from the Corporation, and he shall sell to the Corporation, and the Corporation shall purchase, his Shares in the manner provided in Section 16. If a Shareholder is temporarily disabled and it is expected that he will remain disabled as described above for more than months, but less than years, for the period of his disablement his salary shall be reduced to one-half of that received by the other Shareholders but his benefits and perquisites shall not be reduced in relation to those received by the other Shareholders. Upon a Shareholder's death, permanent disablement or temporary disablement which is expected to continue for more than three years, in addition to the above, said Shareholder or his estate shall receive a. sum of $ per annum from the Corporation for each of con- secutive years immediately following his disablement or death. Payments will be made in equal bimonthly installments. 10. Key Man Insurance. Within fifteen (15) days after the execution of this Agreement, the Corporation shall obtain a life and disability insurance pol- icy on each of Shareholder A, Shareholder B and Shareholder C, each in theface amount of $___, and shall maintain the same until such time as Shareholder A, Shareholder B or Shareholder C, as the case may be, shall have ceased to own any Shares of the Corporation. The Shareholders may, from time to time, cause the amounts of such policies to be increased in equal amounts. Upon the death or disability of any Shareholder, the proceeds from his life and disability insurance policy shall be the property of the Corporation and shall not be included as an asset of the Corporation for purposes of the audit described in Sections 6, 9 and 16. 11, Board of Directors of the Corporation. The Corporation shall be governed by a Board of Directors, which shall consist of Shareholder A, Share- holder B and Shareholder C, as long as each continues to be a Shareholder. In the event that a director ceases to be a Shareholder, the Board of Directors shall consist of the remaining Shareholders. 12. Control of Subsidiaries. Each Subsidiary will be controlled by a Board of Directors comprised of all three Shareholders and any other persons whom the Shareholders shall unanimously elect. The Board of Directors of each Subsidiary will select a chief executive officer or officers for that Sub- sidiary who will be responsible to the Board of Directors of that Subsidiary for its operations. The corporate objectives, policies and strategies of each Sub- sidiary will be determined by its Board of Directors and be carried out by its chief executive officer. 18. Other Activities. No Shareholder may undertake or otherwise engage in any of the business activities in which the Corporation or Subsidiaries are normally involved or plan to be involved in any manner that is separate and apart from the activities of the Corporation and Subsidiaries without the express permission of all the other Shareholders. However, business under- taken prior to the signing of this Agreement may be completed by any Share- holder so involved in a manner separate and apart from the Corporation and Subsidiaries’ activities. 14, Allocation of Time to the Corporation and Subsidiaries. Every Shareholder shall devote his full time, attention and energies to the business of the Corporation and Subsidiaries and shall not, so long as he remains a Shareholder, be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, except as otherwise permitted in Sections 13 and 15. Any Shareholder who vio-lates this provision and continues to so act after written notice from the other Shareholders may have his salary withheld and, in the event of such withhold- ing, shall forfeit said salary from the time of such written notice until he ceases to so act, If such behavior continues for more than months from said written notice, the other Shareholders by unanimous decision may require him. to sell his Shares to the Corporation in the manner provided in Section 16, less 8 , which sum he shall forfeit. 15. Other Permitted Activities. In the application of the provisions con, tained in Section 14 hereof, activities which will strengthen the credentials of the Shareholder, and thereby the Corporation and Subsidiaries, will be treated more liberally. However, even in such circumstances, at least a majority of the Shareholder's business time must be devoted to the business of the Corpora- tion and Subsidiaries. The type of activities to be treated more liberally would include, but are not limited to, a membership on a Board of Trustees or Board of Directors or a comparable position with a charitable, corporate, govern- mental, religious or similar entity. 16. Purchase of a Shareholder’s Shares by the Corporation. If the Corporation purchases the Shares of any Shareholder pursuant to Section 8, 9(b) or 14 hereof or for any reason except the death or Firing of a Share- holder, payment for such Shares shall be made in the following manner: the Corporation shall give written notice to a Shareholder (the “Selling Share- holder”) of its intention to purchase such Shareholder’s Shares pursuant to this, Agreement. The Corporation shall cause to be conducted an audit of the Cor- poration within a reasonable time following the date of such notice (the “Notice Date"). Such audit shall determine the Selling Shareholder's Net, Income as of the Notice Date. The Selling Shareholder shall sell to the Corpo- ration, and the Corporation shall buy, his Shares within two weeks after com- pletion of the audit. In the case of a permanently or temporarily disabled Shareholder, the pur- chase price shall be times the Shareholder's Net Income, one-third of which shall be paid on the date the Selling Shareholder tenders his Shares to the Corporation pursuant to this Section 16 (the “Tender Date"), one-third of which shall be paid to the Shareholder one calendar year after the Tender Date and the final one-third of which shall be paid to the Selling Shareholder two calendar years after the Tender Date.In all other cases the purchase price shall be the Shareholder’s Net Income, one-fifth of which shall be paid on the Tender Date and one-fifth of which shall be paid on each succeeding anniversary of the Tender Date, until the purchase price is fully paid In the event that, as of the Notice Date, the Corporation's assets include real property or any interest in real property, and so long as the Corporation, in its sole discretion, shall continue to hold such real property or sitch interest, in real property, the Selling Shareholder shall be entitled to (a) one-third of the net income, if any, generated by such real property or interest in real property; and (b) upon sale, if any, of such real property or interest in real property, one-third of the net income, if any, from such sale, 17, Solicitation Not Permitted. So long as a Shareholder continues to own Shares, he shall not (a) offer employment to any person who is an employee or prospective employee of the Corporation or Subsidiaries (other than on behalf of the Corporation or a Subsidiary); or (b) solicit any securities brokerage or investment advisory business (other than for the Corporation or a Subsidiary) from any client or customer of the Corporation or Subsidiaries. In the event that any Shareholder (the “Departing Shareholder”) ceases to be a Shareholder, then the Departing Shareholder agrees that, for a period’ of ‘months from the date he sells his Shares, he will not, directly or indi- rectly, as a sole proprietor, member of a partnership or stockholder, investor, officer or director of a corporation or as an employee, agent, associate or con- sultant of any person, firm or corporation other than the Corporation or its Subsidiaries, (y) offer employment to any person who is an employee or prospective employee of the Corporation or Subsidiaries upon the date of the sale of his Shares or who was an employee at any time during the one-year period preceding such event; or (z) solicit business of the type engaged in by the Corporation or the Subsidiaries (other than for the Corporation or Sub- sidiaries) from any person who is a client or prospective client of the Corpo- * ration or Subsidiaries upon the date of the sale of his Shares or who has been a client of the Corporation or Subsidiaries at any time during the one-year period preceding such sale. 18, Liquidated Damages and Injunctive Relief. Inasmuch as any dam- ages arising from the breach of Section 17 hereof would be difficult to deter- mine, any Shareholder or Departing Shareholder who violates Section 17 agrees to be liable in the following manner:(a) Any Shareholder or Departing Shareholder who violates Section 17(a) or 17(y), as the case may be, shall be liable in an amount equal to times the yearly salary or salaries of the employee or employees who were subject, to the solicitation which resulted in the violation of Section 17(a) or 17(y). In the event that an employee is a prospective employee, the amount of damages shall be __ times the yearly salary for the position for which the prospec- tive employee was being considered. (b) Any Shareholder or Departing Shareholder who violates Section 17(b) or 17(2), as the case may be, shall be liable in an amount equal to__times ” the average fees paid or due and owing to the Corporation or the Subsidiaries by the customer annually over the two years preceding the violation of Section 17(b) or 17(z). In the event that a solicited customer has been a customer for less than two years, damages shall be in an amount equal to times the total amount of fees the solicited customer would have paid had he remained a customer for two years, based upon the average size of the customer's advi- sory account (if the customer was an investment advisory client) during the period he was a customer and/or based upon the customer's average monthly brokerage fees (if the customer was a brokerage client) during the period he ‘was a customer. In the event that the solicitation is of a prospective customer, damages shall be in an amount equal to $ 19. Attorneys’ Fees. In the event of any breach by any Shareholder or Departing Shareholder of the provisions of Section 17 hereof which leads to a settlement or an injunction, an award of damages or other judgment against, the Shareholder or Departing Shareholder, the Shareholder or Departing Shareholder hereby agrees to pay all costs and expenses of every kind, includ- ing reasonable attorneys’ fees, incurred by the remaining Shareholders and the Corporation or Subsidiaries in connection with obtaining such settlement or injunction, award of damages or other judgment. 20. Arbitration, Any and all disputes, controversies and claims arising out of or relating to this Agreement, or with respect to the construction of this, Agreement, or concerning the respective rights or obligations hereunder of the parties hereto and their respective permitted successors and assigns shall be determined by arbitration in , State of , in accor- dance with and pursuant to the then existing rules of the American Arbitration Association, The arbitration award shall be final and binding upon the parties and judgment thereon may be entered in any court of the State ofand federal courts in said state, the jurisdiction of which courts is hereby con- sented to by the parties for such purposes. The service of anj notice, process, motion or other document in connection with an arbitration award hereunder may be effectuated either by personal service upon a party or by certified or registered mail. 24, Survival of Agreement. Any Shareholder who, for any reason, ceases to own Shares shall thereafter have no voting or other rights regarding the operation and control of the Corporation and the Subsidiaries or regarding decisions to be made by the Shareholders pursuant to this Agreement, but. shall otherwise continue to be bound by the terms of this Agreement. 22. Entire Agreement. This document sets forth the entire Agreement, between the parties. There are no verbal or other written agreements that are part of this Agreement. 23. Termination. This Agreement may be terminated by the unanimous written consent of all the Shareholders owning Shares on the date of termina- tion, This Agreement may be terminated by the written consent of two Share- holders but in such event, for a period of months following the termination, the two Shareholders who consented to the termination (the “Consenting Shareholders”) shall not, together, as members of the same part- nership, as stockholders, investors, officers or directors of the same corpora- tion or as employees, agents, associates or consultants of or to the same person or company, engage in business of the type engaged in by the Corpora- tion or the Subsidiaries. 24, Successors and Assigns. This Agreement shall be binding on any and all successors and assigns of the Shareholders. 25. Retention of Attorney. Each of the parties signing below certifies that he has thoroughly read and fully understands all the provisions herein and that he has shown this contract to an attorney who has represented him and acted as his advisor in the signing of this Agreement. 26. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State ofWe, the undersigned, hereby agree to all the provisions of this Agreement, this _ day of ,19 [Shareholder A] [Shareholder B] [Shareholder C]FORM 5 FORM OF VOTING AGREEMENT AGREEMENT entered into as of this day of 19, by and among __ (‘Shareholder A”) and (‘Shareholder B”) (individually referred to as the “Shareholder” and collectively as the “Share- holders”). Each Shareholder owns the number of shares of issued and outstanding voting common stock of ___ 5B corporation (the “Corporation”). ‘The Shareholders desire to maintain the continuity and stability of the pol- icy and management of the Corporation; and believe it to be in their best inter- ests and the best interests of the Corporation that the shares of the Shareholders now owned or hereafter acquired (the “Shares”) be voted in accordance with the terms and conditions. ‘The Shareholders hereby agreed as follows: A. Voting 1. The Shareholders hereby agree to pool the voting of their Shares, and to vote or consent with respect to all of their Shares as a block or unit in all votes, in person or by proxy at any and all meetings of the shareholders. (a) Vote for Directors. (i) lection, So long as the board of directors of the Corporation shall con- sist of ______ directors, the Shares shall be voted for _ persons nom- inated by Shareholder A and _______ persons nominated by Shareholder B. Votes for the remaining director position shall be cast for such nominee as the Shareholders are able to agree upon from time to time. If the Shareholders fail to agree upon a nominee, then the nominee shall be or (ii) Replacement. If any director so elected should die, resign, be removed or become incapacitated or otherwise refuse to act in his or her capacity as =director, the Shareholder who nominated such director shall be entitled to nominate a person as a replacement director. (b) Vote on Other Issues. in the event of a vote of the shareholders invoh ing authorization of any amendment to the Corporation's Certificate of Incor- poration or Bylaws; merger, consolidation or binding share exchange; sale or other disposition of all or substantially all of the assets of the Corporation; bankruptcy; dissolution; or any other matter submitted to a vote of the share- holders, the Shareholders agree to pool their Shares and to vote them as a block or unit B, Arbitration, If the Shareholders are unable to agree on any matter sub- Ject to a vote of the Shareholders, the dispute and the manner of voting the Shares shall be submitted to an independent third party arbitrator in accor- dance with the rules of the American Arbitration Association C. Proxy. In order to facilitate the resolution of any dispute referred to in Section B of this Agreement the Shareholders may grant to such other person as may be designated by the arbitrator chosen by the methods set forth in Section B of this Agreement, an irrevocable proxy to vote the Shares in his or her sole discretion. This irrevocable proxy shall take effect only upon the occurrence of a dispute regarding the. manner of voting the Shares, D. Provisions to Survive Death or Incapacity of any Shareholder. In the event of the death, incapacity or incompetency of any Shareholder, the pro- visions of this Agreement will be binding on the estate, committee or personal representative of such Shareholder and such estate. E, Transfer of Shares. Shares may be transferred only in accordance with the terms and conditions of the Shareholders Agreement. F. Termination of Shareholder Status. A Shareholder shall no longer be treated as a Shareholder hereunder when he ceases to own any Shares. G, Endorsement of Share Certificates. Certificates for Shares of the Corporation subject to this Agreement shall be endorsed in accordance with the terms stipulated on the back of each certificate. H, Termination. This Agreement shail terminate upon the happening of the earliest of any of the following events:1, Reduction in the number of Shareholders to one; 2. ‘The written agreement of all of the Shareholders; 3. The expiration of the term of this Agreement or the failure of some or all of the remaining Shareholders to agree to renew this Agreement; 4. The merger or consolidation of the Corporation with another entity or a binding share exchange between the Corporation and another entity, if the Corporation is not the surviving corporation. I. Term. This Agreement shall become effective upon the date of this Agreement and shall continue in effect for a period of__ years from this date. J. Renewal. This Agreement may be renewed for successive yearly peri- ods. Written consent to such renewal must be given prior to the expiration of this Agreement, K. Amendment. This Agreement may be amended only by the written agreement of all of the parties to this Agreement, or their lawful heirs and legal representatives or successors. L, Benefit. This Agreement shall be for the benefit of and binding on the parties to this Agreement, or their lawful heirs and legal representatives or successors. M. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of IN WITNESS WHEREOF, the Shareholders have executed this Agreement. as of the date and year first written above, Number of Shares Shareholders