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Excerpts from the Nevada Corporation Manual

Corporate procedures are more fully defined in the Bylaws than in the Articles of Incorporation. Typically, Bylaws specify procedures for calling meetings of stockholders and/or directors and for notification of such meetings. They may also specify procedures for conducting such meetings and provide the ability to act without meetings. Bylaws define the appointment procedures and powers of the corporation's directors and officers. Bylaws of Nevada corporations often define the unseen offices of corporate structure-vice president(s); assistant secretary(ies); and assistant treasurer(s). The Bylaws also may refine procedures for dealing with the corporation's stock. The Bylaws are certified by the signature of the Secretary (or Assistant Secretary, if any) and become effective as of the date adopted.

The model Bylaws presented on the next pages of this manual:

• Afford a very broad range of authority to the corporation's directors
• Are written in a manner understanding of the potential for non-issuance of the corporation's stock
• Make provisions for "secondary" officers, who may act in the absence of the primary officers. When nominee service is used, these secondary officers are assured that the primary officers will ALWAYS be unavailable.
• Validate the use of "uncertificated shares", per NRS 78.235.

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