amount of any taxes payable thereon, shall be placed in the reserve account of the association established under Article X, Section 2 (b) (2). Any claim paid after the expiration of the period of years herein specified shall be deducted from such

account.

Article XIV-Fiscal Year

The fiscal year of this association shall commence on the first day of each year and shall end on the last day of

Article XV-Miscellaneous Provisions

of the following year.

SECTION 1. Bylaws Printed. After adoption, these bylaws, preceded by the articles of incorporation, shall be printed in pamphlet form and a copy thereof shall be delivered to each member and to each person who later becomes a member of the association as shown on the books of record.

SECTION 2. Seal.

and the

The corporate seal of this association shall have inscribed on it the name of the association, year of incorporation,

Article XVI-Amendments

If notice of the character of the amendment proposed has been given in the notice of meeting, these bylaws may be altered or amended at any regular or special meeting of the members by the affirmative vote of a majority of the members present or voting by mail.

We, the undersigned, being all of the incorporators and members of the

Association, do hereby assent to the foregoing bylaws and do adopt the same as the bylaws of said association; and in witness whereof, we have hereunto subscribed our names, this

day of

association on the surrender of this certificate, properly endorsed, by the holder thereof, or by an attorney properly authorized, which stock is subject to the following conditions:

(Here insert condensation of essential provisions of Article VII, sec. 2 of the Articles of Incorporation for a stock association)

Such common stock is subject to the preference given to preferred stock in the articles of incorporation of the association, and the holder hereof accepts the same subject to such preference, and it is also subject to all the other terms and conditions of the articles of incorporation and the bylaws now in effect or hereafter adopted.

In witness whereof the said association has caused this certificate to be signed by its duly authorized officers and its corporate seal to be hereunto affixed. This

day of

19____.

Attest:

Secretary.

Transfer of Common Stock

President.

(To be printed on back of stock certificates)

For value received, and subject to the consent of the board of directors, the undersigned hereby sells, assigns, and transfers unto

shares of common stock represented by the within certificate, and does hereby irrevocably constitute and appoint to transfer the said stock full power of substitution in 19_ ->

on the books of the within-named corporation with the premises, this

In the presence of

day of

NOTICE. The signature of this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatever.

(State)

shares.

Preferred stock

(Name of association)

Par value $------ per share.

shares of preferred stock, each of a par value of

transferable on the books of the association on the sur

render of this certificate, properly endorsed, by the holder thereof, or by attorney properly authorized, which stock is subject to the following conditions:

(Here insert condensation of essential provisions of Article VII, sec. 3, of the Articles of Incorporation for a stock association)

In witness whereof the said association has caused this certificate to be signed by its duly authorized officers and its corporate seal to be hereunto affixed.

Par value $.

shares. ---- per share. is the owner of

(Town)

shares of preferred stock represented by the within certificate, and does hereby

irrevocably constitute and appoint

to transfer the said stock on the books of the within-named corporation with full power of substitution in the premises.

In the presence of:

NOTICE. The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement, or any change whatever.

Membership Certificate

This is to certify that

is a member of the Association, and as such is entitled to the rights and privileges of membership and is likewise bound by and subject to the obligations and conditions pertaining thereto, all as set forth in the articles of incorporation, bylaws and marketing agreement, now or hereafter in effect. Said member has paid a membership fee of $.

This certificate and the membership and rights represented hereby are nontransferable.

In witness whereof, the

this certificate to be signed by its duly authorized officers to be hereto affixed this day of __

19

Association has caused and its corporate seal

1. This and other revolving-fund certificates of the same series are retirable in the sole discretion of the board of directors, either fully or on a pro rata basis, but certificates issued in prior years shall be entitled to priority in retirement except in liquidation.

2. The amount stated in this certificate shall bear no interest.

3. This certificate is transferable only on the books of the association.

4. This and other certificates shall be junior and subordinate to all other debts of the association, both secured and unsecured. Upon the winding up or liquidation of the association in any manner, all revolving-fund certificates shall be retired in the order provided in the bylaws and shall be paid in full or on a pro rata basis, without priority.

In witness whereof the

(Name of association)

has caused this certificate to be signed by its duly authorized officers and to be sealed with its seal, this ____ day of

19

Waiver of Notice of First Meeting of Members

We, the undersigned, being all the incorporators of

of

(Name of association)

(Town)

constituting all the present members of such association,

(State)

hereby waive notice of a meeting of the members and consent to the holding of a meeting of such members at

-----

o'clock

on the

(Place of meeting)

day of

(Town)

(State)

for adopting bylaws for the government of the association and transacting any other business that may properly come before the meeting. Witness our signatures this.

day of

Waiver of Notice of First Meeting of Board of Directors

We, the undersigned, being all the directors of

(Name of association)

(111

(Town)

(State)

hereby waive notice of a meeting of the directors and consent to the holding of a meeting of such directors at

day of

(Place of meeting)

the

(Town)

for electing officers of the association to serve during the ensuing year, adopting the form of marketing agreement, and transacting any other business that may properly come before said meeting.

Minutes of First Meeting of Members

The first meeting of the members of

held at

19____, at

(Place of meeting)

chair called for proof of notice of the meeting, whereupon

presented a waiver of notice and consent to hold the meeting signed by all the members of the association, which waiver and consent was in the following form:

(Copy waiver of notice and consent to meeting.)

The chair ruled that the meeting was properly called and it was ascertained that all the members of the association were present. The chair reported that the articles of incorporation of the association were filed on the

day of noon, in the office of the Secretary of State of the State of and presented a copy of said articles of incorporation, which was read, and on motion duly made, seconded and carried, was directed to be entered in full in the minute book. (See page —.) A draft of proposed bylaws for the government of the association was presented by and was read to the meeting

and discussed section by section and as a whole, and the proposed bylaws were unanimously adopted. Each member affixed his signature to the bylaws and the secretary was instructed to spread the bylaws on the minutes of this meeting.

(Here insert record of any other business that may have been transacted.) There being no further business to come before the meeting, on motion duly made, seconded and unanimously adopted, the meeting was adjourned.

Temporary Chairman.

Temporary Secretary.

Minutes of First Meeting of Board of Directors

The first meeting of the board of directors of the

The Chair called for proof of notice of the meeting, whereupon

presented a waiver of notice and consent to hold the meeting, signed by all the directors of the association, which waiver and consent was in the following form:

(Copy waiver of notice and consent to holding meeting.)

Upon roll call of the directors of the association, the following answered present:

(Record the names of all directors present.)

The Chair ruled that proper and legal notice of the meeting had been given and that a quorum was present, and announced that the meeting was open for transacting business.

38

The Chair stated that the meeting was called for the purpose of electing officers of the association for the ensuing year and transacting any other business that might properly come before the meeting.

Upon motion duly made and seconded, the following officers were unanimously elected to serve at the discretion of the board until the time of the first regular meeting of the board to be held as soon as practicable following the first annual meeting of the stockholders: 39

(Record the names of the officers elected and the title of the office.)

Following the election of the officers, the president took the chair, and the secretary assumed his duties as secretary of the meeting.

Upon motion duly made, seconded, and carried, the following were appointed members of the executive committee, as provided in the bylaws:

(Record the names.)

Upon motion duly made and seconded, the following resolution was adopted: Resolved, that the Executive Committee be charged with the following specific powers and duties:

(State here the specific powers and duties which it is desired to delegate during the period when the directors are not in session, subject to the general direction of the board.)

Upon motion duly made and seconded, the following resolution was adopted: Resolved that the president and secretary be, and they are hereby, authorized to issue certificates of stock 40 in form as submitted to this meeting, and each in form as follows:

(Here insert form of certificate of common stock and form of certificate of preferred stock, suggested forms of which appear in this Appendix)

Upon motion duly made and seconded, the following resolution was adopted: Resolved that the president and secretary be, and they are hereby, authorized

38 Omit if the officers are named in the articles of incorporation.

30 Omit if the officers are named in the articles of incorporation.

40 If the association is formed without capital stock the resolution should be changed to authorize the issuance of certificates of membership, a suggested form of which appears in this Appendix.

412528-58- -22

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