This Exhibit B is a part of that certain Operating Agreement of ______________________, LLC made the ______ day of _______________, (year)______ and is incorporated therein by reference as if fully set forth therein.


The following Bylaws shall govern the calling and conduct of meetings of Members and Managers of the Company.




1.1  Annual Meetings of Members:


An annual meeting of the Members of the Company shall be held at such time and date at the principal office of the Company or at such other place as shall be designated by the Managers from time to time and stated in the notice of the meeting.  The purposes of the annual meeting need not be enumerated in the notice of such meeting.


1.2    Special Meetings of Members:


Special meetings of the Members may be called by any Manager or by holders of not less than fifty percent (50%) of all the Membership Interests.  Business transacted at all special meetings shall be confined to the purposes stated in the notice.


1.3    Notice of Meetings of Members:


Written notice stating the place, day and hour of the meeting and, additionally in the case of special meetings, stating the purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each Member of record entitled to vote at such meeting.


1.4    Quorum; Actions by Members:


A Majority in Interest of the Members shall constitute a quorum at all meetings of the Members.  Once a quorum is present at a meeting of the Members, the subsequent withdrawal from the meeting of any Member prior to adjournment or the refusal of any Member to vote shall not affect the presence of a quorum at the meeting.  If, however, such quorum shall not be present at the opening of any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders of the requisite amount of Membership Interests shall be present or represented.  Except for a matter for which the affirmative vote of the holders of a greater portion of the Membership Interests entitled to vote is required by law, the Articles of Organization or this Agreement, the act of Members shall be the affirmative vote of a Majority in Interest of all the Members represented and voting at the meeting. 


1.5    Action Without a Meeting:


All actions of the Members provided for herein may be taken without a meeting by written consent signed by all Members eligible to vote on such action.




2.1    Meetings of Managers:


In the event the Company has more than one manager, the Managers may hold meetings, both regular and special, for the conduct of the Company's business at the principal office of the Company or at such other place as shall be designated in the notice of the meeting.


2.2    Notice of Meetings:


The Managers may meet at such intervals and at such times as they shall schedule.  Any scheduled meetings of Managers may be held without notice.  Special meetings of the Managers may be called at any time by no less than one-third of the then serving Managers for any purpose or purposes.  Notice of such special meetings, unless waived by attendance, or by written consent to the holding of the special meeting, shall be given at least five (5) days before the date of such meeting to all Managers not calling the meeting, and shall state the date, hour, and location of the special meeting, and its purpose or purposes.  Absent the written consent of a majority of the Managers to take other action, the business transacted at such special meeting shall be limited to such purpose or purposes as stated in the notice.


2.3    Quorum; Action by Managers:


A majority of the Managers shall be necessary to constitute a quorum for the transaction of business.  Every act or decision done or made by a Majority of the Managers present at a meeting duly held at which a quorum is present shall be regarded as the act of the Company, unless a greater number is required by law or by the Articles of Organization.  A majority of the Managers present may adjourn any Managers' meeting to meet again at a stated date and hour.


2.4    Action Without a Meeting:


Any action which under any provision of the Act or this Agreement is to be taken at a meeting of the Managers may be taken without a meeting by written consent signed by all Managers who would be entitled to vote upon such action at a meeting.  Such written consent must be kept with the records of the Company.