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BYLAWS

AXIS RESEARCH, INC.

A NONPROFIT CORPORATION

ARTICLE ONE

INTRODUCTION

Definition of Bylaws

1.01. These Bylaws, constitute the code of rules adopted by Axis Research, Inc. for the regulation and management of its affairs.

Purposes and Powers

1.02. This Corporation will have the purposes or powers as stated in its Articles of Incorporation, and whatever powers are or may be granted by the Nonprofit Corporation Law of 1988 of the Commonwealth of Pennsylvania, or any successor legislation.

The primary purpose of this Corporation is archeological excavation and interdisciplinary science. A registered Pennsylvania non-profit organization formed to conduct archaeological excavation and interdisciplinary scientific research of cultural remains and paleoenvironments, concerned with educating students of the discipline to encourage modern interpretations in light of recent advances in various scientific fields.

ARTICLE TWO

OFFICES AND AGENCY

Principal and Branch Offices

2.01. The principal place of business of this Corporation in Pennsylvania will be located at Route 26, South, P.O. Box 393, James Creek, Pennsylvania 16657. In addition, the Corporation may maintain other offices either within or without the Commonwealth of Pennsylvania as its business requires.

Registered Office

2.02. The location of the registered office of this Corporation is stated in the Articles of Incorporation. This office will be continuously maintained in the Commonwealth of Pennsylvania for the duration of this Corporation. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and amend its Articles or file the appropriate statement with the Department of State.

ARTICLE THREE

MEMBERSHIP

Definition of Membership

3.01. The Members of this Corporation are those persons having membership rights in accordance with the provisions of these Bylaws.

Class of Members

3.02. This Corporation will have one class of Members. Certificates of membership evidencing membership in such class will be issued by the Corporation.

Qualifications of Members

3.03. The qualifications and rights of the Members of the membership class of this Corporation are as follows:

(1) a stated interest in archaeology

(2) paid annual dues

(3) signed ethics statement

Members’ Dues

3.04. The annual dues payable to the Corporation by Members will be in the amount determined from time to time by resolution of the Board of Directors, but at no time in an amount over $15. The first annual dues will be payable and submitted in full with the application for membership. Future annual dues will be payable in advance on January 1.

Annual dues of new Members will be prorated from the first day of the month in which the Member enters.

Assessments

3.05. Memberships will be assessable on the basis of meeting the requirements of section 3.03.

Place of Members’ Meetings

3.06. Meetings of Members will be subject to announcement at least one month in advance.

Annual Members’ Meetings

3.07 The annual meeting of the Members will be held at an agreed upon location in the month of January

Special Members’ Meetings

3.08. Special meetings of the Members may be called by any of the following:

(1) The Board of Directors.

(2) The President.

(3) Members having at least 10% of the votes that all members are entitled to cast at such meeting.

Notice of Members’ Meeting

3.09. Written or printed notice, stating the place, day, and hour of the meeting and in the case of a special meeting the purpose or purposes for which the meeting is called, must be delivered not less than five (5) or more than forty (40) days before the date of the members’ meeting, either personally, by registered or certified first class mail, or by telegram by or at the direction of the President, the Secretary, or the officers or other persons or Members calling the meeting, to each Member entitled to vote at such meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States mail addressed to the Member at the Member’s address as it appears on the records of the Corporation, with postage prepaid.

Voting Rights of Members

3.10. Each Member will be entitled to one vote on each matter submitted to a vote of Members.

Cumulative Voting Rights

3.11. In all elections for directors each Member entitled to vote will have the right to cumulate the vote and to give one candidate a number of votes equal to the vote multiplied by the number of directors to be elected, or to distribute the multiple votes on the same principle among as many candidates as the Member may think fit.

Members Proxy Voting

3.12. A Member may vote either in person or by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. No proxy will be recognized as valid after eleven (11) months from the date of its execution unless expressly provided otherwise in the proxy.

Quorum of Members

3.13. The number or percentage of [Members entitled to vote or votes] represented in person or by proxy that constitutes a quorum at a meeting of Members will be 51%.

The vote of a majority of the votes entitled to be cast by the Members present or represented by proxy at a meeting at which a quorum is present is necessary for the adoption of any matter voted on by the Members, unless a greater proportion is required by the Nonprofit Corporation Law of 1988, the Articles of Incorporation of this Corporation, or any provision of these Bylaws.

Transferability of Membership

3.14. Membership in this Corporation is nontransferable and nonassignable.

Termination of Membership

3.15. Membership will terminate in this Corporation on any of the following events, and for no other reason:

(1) Receipt by the Board of Directors of the written resignation of a Member,

executed by the Member or the Member’s duly authorized attorney-in-fact.

(2) The death of a Member.

(3) The failure of a Member to pay annual dues on or before their due date.

(4) For cause inconsistent with membership, or failure to comply with the AXIS Research, Inc. Code of Ethics Statement.

ARTICLE FOUR

DIRECTORS

Definition of Board of Directors

4.01. The Board of Directors is that group of persons vested with the management of the business and affairs of this Corporation.

Structure of Board

4.02 The Board of Directors of this Corporation will constitute a single class.

Qualifications of Directors

4.03. The qualifications for becoming and remaining a Director of this Corporation are as follows:

(1) Directors need not be residents of the Commonwealth of Pennsylvania

(2) Directors need not be Members of this Corporation.

(3) [specify other qualifications]

Number of Directors

4.04. The number of Directors of this Corporation will not be less than 3 at any time. Until further amendment of these Bylaws the number of Directors presently will be 9.

Terms of Directors

4.05 The Directors constituting the first Board of Directors as named in the Articles of Incorporation will hold office until 2-01-07. Thereafter, Directors will be elected for a term of 2 years. Each Director will hold office for the term for which the Director was elected and until a successor has been selected and qualified.

Vacancies on the Board

4.06 Any vacancy occurring on the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, will be filled by appointment by a majority of the remaining Board of Directors. The new Director appointed to fill the vacancy will serve for the unexpired term of the predecessor in office.

Location of Directors’ Meetings

4.07. Meetings of the Board of Directors, regular or special, will be held at one of the following places:

(1) Raystown Road, James Creek, PA

(2) The Commonwealth Keystone Building, Harrisburg, PA

(3) At an agreed upon location

Regular Directors’ Meetings

4.08. Regular meetings of the Board of Directors will be held at quarterly. This provision of the Bylaws constitutes notice to all Directors of all regular meetings, and no further notice shall be required, although further notice may be given.

Notice of Special Directors’ Meetings

4.09. Written or printed notice stating the place, day, and hours of any special meeting of the Board of Directors will be delivered to each Director not less than 7 or more than 30 days before the date of the meeting, either personally or by first class mail, by or at the direction of the President, or the Secretary, or the Directors calling the meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States mail [by registered or certified mail] addressed to the Director at the Director’s address as it appears on the records of this Corporation, with postage prepaid. The notice need not state the business to be transacted at, nor the purpose of, the meeting.

Call of Special Board Meetings

4.10. A special meeting of the Board of Directors may be called by either:

(1) The President.

(2) The Executive Committee.

(3) A majority of the Board of Directors.

Waiver of Notice

4.11. Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of that meeting except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Quorum of Directors

4.12. A majority of the whole Board of Directors will constitute a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the Nonprofit Corporation Law of 1988, the Articles of Incorporation of this Corporation, or any provision of these Bylaws.

ARTICLE FIVE

Roster of Officers

5.01. The Officers of this Corporation will consist of the following personnel:

(1) President.

(2) Vice President

(3) Secretary

(4) Treasurer

(5) Executive Director

Selection of Officers

5.02. Each of the Officers of this Corporation will be elected and appointed annually by the Board of Directors. Each Officer will remain in office until a successor to the office has been selected and qualified. Elections will be held at the regular meeting of the Board of Directors taking place in January.

Multiple Officeholders

5.03. In any election of Officers, the Board of Directors may elect and appoint a single person to more than one office simultaneously.

President

5.04. The President is the Chief Executive Officer of this Corporation and will, subject to the control of the Board of Directors or any Committees, supervise and control the affairs of the Corporation. The President will perform all duties incident to the office and any other duties that may be required by these Bylaws or prescribed by the Board of Directors.

Vice President

5.05. The Vice President will perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice President will perform any other duties that may be prescribed by the Board of Directors.

Secretary

5.06. The Secretary will keep minutes of all meetings of Members and of the Board of Directors, be the custodian of the corporate records, give all notices as are required by law or by these Bylaws, and generally, perform all duties incident to the office of Secretary and any other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or that may be assigned by the Board of Directors.

Treasurer

5.07. The Treasurer will have charge and custody of all funds of this Corporation, and will deposit the funds as required by the Board of Directors, keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, render reports and accountings to the Directors and to the Members as required by the Board of Directors or by Members or by law. The Treasurer will perform in general all duties incident to the office of Treasurer and any other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or that may be assigned by the Board of Directors.

Removal of Officers

5.08. Any Officer elected or appointed to office may be removed by a majority vote of the board. However, any removal will be without prejudice to any contract rights of the Officer so removed.

ARTICLE SIX

INFORMAL ACTION

Waiver of Notice

6.01. Whenever any notice is required to be given under the provisions of the Nonprofit Corporation Law of 1988, the Articles of Incorporation of this Corporation, or these Bylaws, a waiver of the notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in the waiver, will be deemed equivalent to the giving of the notice. The waiver must, in the case of a special meeting of Members, specify the general nature of the business to be transacted.

Action by Consent

6.02. Any action required by law or under the Articles of Incorporation of this Corporation or these Bylaws, or any action that otherwise may be taken at a meeting of either the Members or Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all the persons entitled to vote with regard to the subject matter of the consent, or all Directors in office, and filed with the Secretary of the Corporation.

ARTICLE SEVEN

COMMITTEES

Definition of Executive Committees

7.01. This Corporation may have certain Executive Committees, each of which will consist of one or more Directors. Each Executive Committee will have and will exercise some prescribed authority of the Board of Directors in the management of this Corporation. However, no Committee will have the authority of the Board in reference to affecting any of the following:

(1) Submission to Members of any action requiring approval of Members under the Nonprofit Corporation Law of 1988.

(2) Filling of vacancies in the Board.

(3) Adoption, amendment, or repeal of Bylaws.

(4) Amendment or repeal of any resolution of the Board.

(5) Action on matters committed by Bylaws or resolution of the Board to another Committee of the Board.

Appointment of Committees

7.02. The Board of Directors, by resolution duly adopted by a majority of the Directors in office may designate and appoint one or more Executive Committees and delegate to these Committees the specific and prescribed authority of the Board of Directors to exercise in the management of this Corporation. However, the creation of Executive Committees will not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law.

Functionary Committees

7.03. In addition, the Board of Directors, by resolution may designate and appoint certain Functionary Committees designed to transact certain ministerial business of the Corporation or to advise the Board of Directors. These Committees will be chaired by an Officer or Director as designated by the Board. The Chairperson will proceed to select the remaining members of the Committee up to the number set by the Board or terminate the memberships or appoint successors in the Chairperson’s discretion. The Board may terminate any Committee by resolution.

Standing Functionary Committees

7.04. The Corporation will have the following Standing Functionary Committees, each of which will be chaired by a Director or Officer designated by the Board of Directors, and may consist of any other Members of personnel of the Corporation appointed by the Chairperson:

(1) Research Committee

The Research Committee is responsible for planning, orchestrating, and articulating all the facets of conducting archaeological and paleoenvironmental research--from background investigation, through fieldwork and analysis, to report submission. This committee coordinates the efforts of the research specialists in generating and analyzing data, and ensures that these efforts are focused on and contribute to the mission of AXIS Research, Inc.

(2) Funding Committee

The Funding Committee is responsible for seeking and securing funding through grant applications and solicited donations to ensure the functional existence of AXIS Research, Inc. Other responsibilities of this committee related to the promotion of this corporation include: 1) grant application assistance and facilitation for researchers, 2) advertising AXIS Research, Inc. services at professional meetings, and 3) donation solicitation.

(3) Education Committee

The Education Committee is responsible for seeking and orchestrating collaborations between AXIS Research, Inc. and educational institutions like colleges and universities. This committee’s function is to develop and ensure functional controls and relations with these institutions and their departments, as well as to justify and promote the goals of this corporation in this sphere of interaction. This committee will advise the participation of this corporation in PA Archaeology Month, as well as the creation and design of interpretive displays and workshops.

(4) Editorial Committee

The Editorial Committee is responsible for editing all works to be published, submitted, presented, or posted by AXIS Research, Inc. personnel. The purpose of this committee is quality control for AXIS contributions and facilitation of their dissemination in publication or presentation format. In addition to editing, this committee also: 1) aids AXIS personnel with participation in professional meetings, 2) locates and negotiates publication options, and 3) organizes symposia to showcase AXIS contributions.

(5) Finance Committee

The Finance Committee is responsible for fiscal management, allocation, and planning to ensure that AXIS Research, Inc. funds are used appropriately in keeping with the mission statement of the bylaws, and to preserve 501(c)(3) status with the IRS. In addition, this committee oversees the purchasing of equipment and supplies for fieldwork, lab work, research, publication, and education. Also, this committee assesses and sets rates for work, expenses, overhead, etc. Rates will be set and charged within the reasonable boundaries of current industry standards. This committee will operate in dialectic with the treasurer and accountant.

ARTICLE EIGHT

OPERATIONS

Fiscal Year

8.01. The fiscal year of this corporation will be the calendar year.

Execution of Documents

8.02. Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Corporation will be signed by the Treasurer and countersigned by the President. Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation will be signed by the Secretary and countersigned by the President, and will have attached copies of the resolutions of the Board of Directors certified by the Secretary authorizing their execution.

Books and Records

8.03. This Corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its Members, Board of Directors, and Executive Committees. The Corporation will keep at its principal place of business a membership register giving the names, addresses, classes, and other details of the membership of each member, and the original or a copy of its Bylaws including amendments to date certified by the Secretary of the Corporation.

Inspection of Books and Records

8.04. All books and records of this Corporation may be inspected by any Member, or the Member’s agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating the purpose of the inspection.

Nonprofit Operations

8.05. This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to its Members, Directors, or Officers. However, the Corporation may pay compensation in a reasonable amount to Members, Officers, or Directors for services rendered.

Loans to Management

8.06. This Corporation will make no loans to any of its Directors or Officers.

ARTICLE NINE

CONFLICT OF INTEREST

No Director, Officer or employee of the Corporation shall have or shall acquire any interest, direct or indirect, in any project which the Corporation is promoting, or in any contract or proposed contract for materials or services or in any lease, mortgage, sale, or contract or any nature whatever relating to any such project or to the Corporation, without forthwith making written disclosure to the Corporation of the nature and extent of his interest, and such disclosure shall be entered in writing upon the Minute book of the Corporation. No Director who has such an interest shall vote on any matter relating to such interest.

ARTICLE TEN

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Indemnification

10.01. Unless otherwise required under Section 7743 of the Pennsylvania Nonprofit Corporation Law (hereinafter referred to as the “NCL”), this Corporation may indemnify any Director or Officer, and may indemnify any other employee or agent who was or is a party to, or is threatened to be made a party to, or who is called as a witness in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of this Corporation, by reason of the fact that he is or was a Director, Officer, employee or agent of this Corporation against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Not Exclusive of Other Rights

10.02. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 10 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, contract, vote of members of disinterested directors or pursuant to the direction, howsoever embodied, of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. It is the policy of this Corporation that indemnification of, and advancement of expenses to, directors and officers of this Corporation shall be made to the fullest extent permitted by law. To this end, the provisions of this Section 10 shall be deemed to have been amended for the benefit of directors and officers of this Corporation effective immediately upon any modification of the NCL or the Directors’ Liability Act of the Commonwealth of Pennsylvania (hereinafter referred to as the “DLA”) which expands or enlarges the power or obligation of corporations organized under the NCL or subject to the DLA to indemnify, or advance expenses to, directors and officers of this Corporation.

Expenses

10.03. This Corporation may pay expenses incurred by an Officer or Director, and may pay expenses incurred by any other employee or agent, in defending a civil or criminal action, suit or proceeding upon receipt of an undertaking by or on behalf of such person or repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by this Corporation.

Continuation of Indemnification

10.04. The indemnification and advancement of expenses provided by, or granted to, this Section 10 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

Creation of Fund

10.05. This Corporation shall have the authority to create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner, its indemnification obligations, whether arising under these Bylaws or otherwise. This authority shall include, without limitation, the authority to (i) deposit funds in trust or in escrow, (ii) establish any form of self-insurance, (iii) secure its indemnity obligation by grant or a security interest, mortgage or other lien on the assets of this Corporation, or (iv) establish a letter of credit, guaranty or surety arrangement for the benefit of such persons in connection with the anticipated indemnification or advancement of this Section 10 shall not be deemed to preclude the indemnification of, or advancement of expenses to any person who is not specified in Section 10.01 of this Section 10 but whom this Corporation has the power or obligation to indemnify, or to advance expenses for, under the provisions of the NCL or the DLA or otherwise. The authority granted by this Section 10 shall be exercised by the Board of Directors of this Corporation.

There are multiple funding options open to AXIS Research, Inc.: 1) science and government grants, 2) collaborative efforts with college and university departments, 3) tax-deductible donations from philanthropists, and 4) contracted and sub-contracted consulting.

Effect of Repeal

10.06. The repeal of this Section 10 or any amendment thereof which may impair or otherwise diminish the protection afforded hereby to the persons described herein shall be effective only with respect to acts or omissions by such persons which occur after the effective date of such repeal or amendment and shall have no effect whatsoever with respect to acts or omissions by such persons which occur after the effective date of such repeal or amendment and shall have no effect whatsoever with respect to acts or omissions occurring prior to such effective date.

Amendment

10.07. Notwithstanding any other provision of these Bylaws, the approval of members shall be required to amend or repeal this Section 10 or adopt any provision as part of these Bylaws which is inconsistent with the purpose of this Section 10.

ARTICLE ELEVEN

LIMITING LIABILITY OF DIRECTORS AND OFFICERS

Duties of Directors and Officers

11.01. As permitted under the Pennsylvania Directors’ Liability Act 42 Pa. Con. Stat. Ann. 8363, a Director of this Corporation shall stand in a fiduciary relation to this Corporation and shall perform his duties as a Director, including his duties as a member of any committee of the Board of Directors upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of this Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

(1) One or more Officers or employees of this Corporation whom the Director reasonably believes to be reliable and competent in the matters presented.

(2) Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such persons.

(3) A committee of the Board of Directors upon which he does not serve, duly designed in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.

A Director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted.

Factors in Discharging Duties

11.02. In discharging the duties of their respective positions, the Board of Directors, committees of the Board of Directors, and individual Directors may, in considering the best interests of this Corporation, consider the effects of any action upon employees, upon suppliers and customers of this Corporation and upon communities in which Officers or other establishments of this Corporation are located, and all other pertinent factors. The consideration of these factors shall not constitute a violation of Section 11.01 hereof.

Actions of Director

11.03. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interest of this Corporation.

No Personal Liability

11.04. A Director of this Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

(1) the Director has breached or failed to perform the duties of his office under section 11.01; and

(2) the breach or failure to perform constitutes self-dealing willful misconduct, or recklessness.

Section 11.04 Not Applicable

11.05. The provisions of section 11.04 hereof shall not apply to:

(1) the responsibility or liability of a Director pursuant to any criminal statute; or

(2) the liability of a Director for the payment of taxes pursuant to local, state or federal law.

Officers

11.06. The rights, responsibilities and standard of care relating to a Director of this Corporation as delineated in Section 11.01 through 11.05 above, shall also apply and be required of an Officer of this Corporation. If, however, a court of competent jurisdiction declares such rights, responsibilities and standard of care found in sections 11.01 through 11.05, inapplicable to an Officer of this Corporation, then in that event, an Officer shall be required to act in good faith and in a manner he reasonably believes to be in, or not opposed to, the best interests of the Corporation. In this regard, any criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the officer did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Amendment

11.07. Notwithstanding any other provisions of these Bylaws, the approval of members shall be required to amend or repeal this Section 11 or to adopt any provision as part of these Bylaws which is inconsistent with the purpose of this Article 11.

ARTICLE TWELVE

DISSOLUTION OF THE CORPORATION

Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as at the time shall qualify as an exempt organization(s) under section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE THIRTEEN

AMENDMENT

Modification of Bylaws

13.01. The power to alter, amend, or repeal these Bylaws, or to adopt new Bylaws, to the extent allowed by law, is vested in the Board of Directors.

Adoption of Bylaws

13.02. Adopted by the (incorporators by vote or Board of Directors by resolution and vote) of _____ to ______ on ______January 27______, 2005, at Harrisburg, Pennsylvania.

___________ [Incorporators or Directors] approving:

________________________________ ________________________________

Incorporator or Director Incorporator or Director

________________________________ ________________________________

Incorporator or Director Incorporator or Director

________________________________ ________________________________

Incorporator or Director Incorporator or Director

___________ [Incorporators or Directors] Dissenting:

________________________________

Incorporator or Director

________________________________

Incorporator or Director