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Section 1.1 Principal Office.  The VeriBiz Board of Directors shall fix the location of the Corporation’s principal place of business within or outside the state of North Carolina (NC).  The Corporation may have such other offices, either within or without the state of NC, as the Board of Directors may designate or as the business of the Corporation may require.

Section 1.2 Registered Office; Registered Agent.  The registered office of VeriBiz required by the NC Business Corporation Act to be maintained in the state of NC may be, but need not be, identical with the principal office in the state of NC, and the address of the registered office may be changed from time to time by the Board of Directors.  The Board of Directors shall also designate and maintain a registered agent within the state of NC in accordance with the NC Business Corporation Act.

Section 2.1. Annual Meetings.  The annual shareholders’ meeting shall be held in the month of October of each year for the purpose of electing directors, and for the transaction of such other business as may come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday in the state of NC, such meeting may be held on the next succeeding business day or whenever convenient.  Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution on the Corporation.

Section 2.2. Failure to Hold the Annual Meeting.  If the annual meeting is not held at the designated time, the Board of Directors may call the annual meeting at a time fixed by them not more than 60 days after such designated time by proper notice designating the meeting as the annual meeting. The annual meeting may be held by telephone or teleconferencing.  If the annual meeting is not held at the designated time or during the 60-day period thereafter, the annual meeting may be called by the holders of not less than 51 percent of all the shares entitled to vote at the meeting.  In such event, notice shall be given not more than 15 days after the expiration of such 60-day period.  Such notice shall fix the time of the meeting at the earliest date permissible under the applicable notice requirements.

Section 2.3. Special Meetings.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the Board of Directors, and shall be called by the president at the request of the holders of not less than 51 percent of all the outstanding shares of the Corporation entitled to vote at the meeting.  If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing specifying the time of such meeting and the general nature of the business proposed to be transacted.  The request shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the president or the secretary of the Corporation.  Upon receiving the request, the secretary shall cause notice of the meeting to be provided to the shareholders entitled to vote in accordance with Section 2.5.

Section 2.4. Place of Meeting.  The Board of Directors may designate any place, either within or without the state NC, as the place of meeting for any annual meeting or special meeting called by the Board of Directors.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the state of NC, as the place for holding the meeting. 

Section 2.5.  Notice of Meeting.  Written 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, shall be delivered not fewer than 10 nor more than 50 days before the date of the meeting, either personally,  by mail, or by telegraphic or other facsimile transmission by or at the direction of the president, the secretary, or the persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder’s address as it appears on the stock transfer books of the Corporation, postage prepaid.  An affidavit of the mailing or other means of giving any notice of any shareholders meeting shall be executed by the secretary, assistant secretary, or any other person providing the notice on behalf of the Corporation.  Shareholders may waive notice of any meeting by a signed writing.  Attendance by the shareholder at any meeting shall also constitute a waiver of notice of that meeting. 

Section 2.6. Closing of Transfer Books;  Record Date.  For the purpose of determining the shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment of the meeting, or to determine the shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period not to exceed, in any case, 50 days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of, or to vote at, a meeting of shareholders, such books shall be closed for at least 10 days immediately preceding such meeting.  In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 50 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken.  If the stock transfer books are not closed, and no record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment of such meeting.

Section 2.7. Stock Transfer and Voting Records.  The officer or agent having charge of the stock transfer books for the shares of the Corporation shall make, at least 10 days before each shareholders’ meeting, a complete record of the shareholders entitled to vote at such meeting, or any adjournment of such meeting,  with the address of and the class and number of shares held by each. Such records shall also be available at the time and place of the meeting, and shall be subject to the inspection of any shareholder entitled to vote during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such record or transfer books, or to vote at any shareholders’ meeting.

Section 2.8. Quorum.  A majority of the issued and outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a shareholders’ meeting.  If less than a majority of the issued and outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting in accordance with Section 2.13.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding withdrawal of enough shareholders to leave fewer than a quorum.

Section 2.9. Proxies.  At all meetings of shareholders, a shareholder may vote in person, by proxy executed in writing by the shareholder, or by the shareholder’s duly authorized attorney-in-fact.  Such proxy shall be filed with the secretary of the Corporation before, or at the time of, the meeting.  No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.  A validly executed proxy, which does not state that it is irrevocable, shall continue in full force and effect unless (i) revoked by the person executing it prior to the vote by a writing signed by the shareholder and delivered to the Corporation stating that it is revoked or by a subsequent proxy executed by the person executing the earlier proxy or by the shareholder’s attendance at the meeting and voting in person; or (ii) written notice of the death or incapacity of the maker of the proxy is received by the Corporation prior to the vote.

Section 2.10 Voting.  Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, except as otherwise provided in the Articles of Incorporation.  The vote of the holders of a majority of the issued and outstanding shares present and entitled to vote at any duly organized meeting shall decide any question unless the vote of a greater number shall be required by law or the Articles of Incorporation.

Section 2.11. Consent Resolutions.  Any action required to be taken at a meeting of the shareholders, or any other actions which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all shareholders entitled to vote with respect to the subject matter of the action.

Section 2.12. Cumulative Voting.  At each election for directors, each shareholder of Common Voting Stock is entitled to cast cumulative votes, either by giving one candidate as many votes as equals the number of directors to be elected multiplied by the number of the shareholder’s shares, or by distributing such cumulative votes among any number of such candidates.

Section 2.13.  Adjourned Meeting.  Any shareholders’ meeting,  annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of shares represented at the meeting, either in person or by proxy, but in the absence of a quorum, no further business may be transacted.  If a meeting is adjourned, notice need not be given of the adjourned meeting if the time, date any place are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date, and shareholders shall be notified in accordance with Section 2.5.

Section 2.14.  Election Inspectors.  Before any meeting of shareholders, the president may appoint any persons for the office to act as inspectors of elections at the meeting or its adjournment. The number of inspectors shall be determined by the president.  Inspectors shall (i) determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; (ii) receive ballots, votes or consents; (iii) hear and determine all challenges in any way arising in connection with the right to vote; (iv) count and tabulate all votes and consents; (v) determine when polls should close; and (vi) do any other acts that may be required to properly and fairly conduct the election.

Section 3.1. General Powers.  The business and affairs of VeriBiz shall be managed by its Board of Directors.  Without limiting this general power, the board shall have the power and authority to (I) select and remove all officers, agents, and employees with shareholder ratification, prescribe their duties and fix their compensation; (ii) cause the Corporation to qualify to do business in all jurisdictions where it is doing business, and designate locations within and without the state of NC for  meetings; and (iii) determine the disposition of members and member certification standards and requirements. 

Section 3.2. Number; Tenure.  The number of directors shall be determined by the Board of Directors.  Each director shall hold office until the next annual meeting of shareholders or until successors have been duly elected and qualified. Directors need not be residents of the state of NC to serve.

Section 3.3. Special Meetings.  Special meetings of the Board of Directors may be called by, or at the request of the president or any authorized person(s).  The person or persons authorized to call a special meeting of the board may fix any place, either within or without the state of NC, as the place for holding any special meeting of the Board of Directors called by him, her, or them.

Section 3.4. Conference Call.  Any regular or special meeting of the Board of Directors may be by means of telephone conference or similar communications equipment allowing all persons participating in the meeting to hear each other.  Participation in such a meeting shall constitute presence in person at the meeting.

Section 3.5. Notice.  Notice of any special meeting shall be given at least 14 days prior to such meeting by written notice delivered personally or mailed to each director at the director’s business or home address, or by telegram, facsimile or other electronic means.  If mailed, such notice shall be deemed to be delivered when deposited certified mail in the United States mail, properly addressed with postage prepaid.  If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  Any director may waive notice of any meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purposes of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting.

Section 3.6. Quorum.  A majority of the number of voting directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If less than a majority is present at a meeting, the director or directors present may adjourn the meeting from time to time in accordance with Section 3.14. 

Section 3.7. Manner of Acting.  The act of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except as provided in Article IX.

Section 3.8.Removal.  All or any number of the directors may be removed at any time, with our without cause, at any special meeting of the shareholders called for that purpose by a vote of the majority of the shares then entitled to vote at an election of directors. 

Section 3.9. Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, event though less than a quorum of the Board of Directors, or by a sole remaining director.  A director elected to fill a vacancy shall be elected for the unexpired term of the director’s predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose, unless otherwise provided in the Articles of Incorporation.

Section 3.10. Compensation.  By resolution of the board, each director may be paid the director’s expenses, if any, of attendance at each meeting of the Board of Directors, but will not otherwise be compensated.

Section 3.11.  Presumption of Assent.   A director who is present at a meeting of the board at which action on any corporate matter is taken is presumed to have assented to the action taken, unless the director’s dissent shall be entered in the minutes of the meeting, or unless the director shall file his or her written dissent to the action with the person acting as the secretary of the meeting before the adjournment of the meeting, or unless the director shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action. 

Section 3.12. Adjournment.  A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.  Notice of the time and place for holding an adjourned meeting need not be given unless the meeting is adjourned for more than 24 hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment. 

Section 3.13.  Standard of Care; Liability.  Each director shall exercise such power and otherwise perform such duties in good faith, in the manner which the director believes to be in the best interests of the Corporation and with such care, including reasonable inquiry using ordinary care and prudence as a person in a like position would use under similar circumstances.  In performing his or her duties, each director shall be entitled to rely on information, opinions, reports or statements, including financial statements or data prepared or presented by (i) one or more officers or employees of the Corporation which the director believes to be reliable and competent; (ii) counsel, independent accountants or similar outside experts; or (iii) a committee of the board on which the director is not a member unless the director has reason to believe after reasonable inquiry that reliance on the report is not warranted.

Section 3.14. Committees.  The board by resolution adopted by a majority of the directors may designate one or more committees, each consisting of one or more directors, to serve at the pleasure of the board.  Any such committee shall have the authority of the board, except with respect to(i) the approval of any action which by law, Articles of Incorporation or these bylaws requires shareholder approval; (ii) the filling of vacancies on the board or any committee; (iii) the fixing of compensation of expenses for board members; (iv)the amendment or repeal of bylaws or the adoption of new bylaws; (v) the amendment or repeal of any Board of Directors’ resolution; or (vi) the creation of other committees of the board. 

Section 4.1. Number.  The officers of the Corporation shall include a president, one or more vice-presidents, a secretary, and a treasurer, each of whom shall be appointed by the board and ratified by the shareholders. Such other officers and assistant officers and agents as may be deemed necessary may be appointed by the board.  Any two or more offices may be held by the same person.

Section 4.2. Appointment; Term of Office.  The officers of the Corporation to be appointed by the board shall be appointed annually at the first meeting of the board held after each annual shareholders’ meeting. If the appointment of officers shall not be held at such a meeting, the officers shall be appointed as soon thereafter as may be convenient.  Each officer shall hold office until a successor is appointed, or until the officer’s death, or until the officer resigns, or is removed in the manner provided in Section 4.3.

Section 4.3. Removal.  Any officer or agent may be removed by the board whenever in its judgment the best interests of the Corporation will be served by such removal.  Appointment of an officer or agent shall not, in itself, create contract rights. 

Section 4.4. Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the board for the unexpired portion of the term.

Section 4.5. President. The president shall be subject to the control of the  board.  The president shall supervise and control all the business and affairs of the Corporation.  Without limitation, the president shall preside at all meetings of shareholders and directors, perform all duties incident to the office of president, and such other duties as may be prescribed by the board from time to time.

Section 4.6. Vice-President.  In the absence of the president or in the event of the president’s death, or inability or refusal to act, the vice-president shall perform all the duties of the president and when so acting, shall have all the powers of, and be subject to all the restrictions upon the president. 

Section 4.7. Secretary.  The secretary shall (i) keep the minutes of the shareholder and the Board of Directors’ meetings in one or more books maintained for that purpose; (ii) provide for the giving of notices required by these bylaws or by law; (iii) be custodian of the corporate records and of the Corporate seal; (iv) and keep a register of the mailing address of each shareholder, which shall be furnished to the secretary by each shareholder.

Section 4.8. Treasurer. The treasurer shall (i) have charge and custody of, and be responsible for, all funds and securities of the Corporation; (ii) receive, and give receipts for, moneys due and payable to the Corporation from any source, and deposit all such moneys in the name of the Corporation in such depositories as my be designated by the board from time to time; and (iii) perform all other duties incident to the office of treasurer and such other duties assigned to him or her by the president or the board. 

Section 5.1. Certificates for Shares.   Certificates representing shares of the Corporation shall be in a form determined by the board. Certificates shall be signed by the president and the Chairman of the Board of Directors. 

Section 5.2. Transfer. Shares of the Corporation’s stock shall be transferred only on the stock transfer books of the Corporation by the holder of record of such shares or by his or her legal representative.  The person in whose name the shares are issued on the books of the Corporation shall be deemed by the Corporation to be the owner of such shares for all purposes.

Section 6.1. Contracts. The board may authorize any officer to enter into any contract, incur indebtedness or execute and deliver any instrument, in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Authorization must be in writing and signed by the president, Chairman of the Board, and ratified by the shareholders.

Section 6.2. Loans.  No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the board, signed by the president and ratified by the shareholders.  Such authority may be general or confined to specific instances.

Section 6.3. Checks, Drafts.  All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the president and treasurer of the Corporation and in such manner as shall from time to time be determined by the Board of Directors.

Section 6.4. Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the board selects from time to time and as ratified by the shareholders.

Section 7.1. Indemnification.  The Corporation may indemnify to the fullest extent permitted by law, any director or officer who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the Corporation) by reason of the fact that the person is  a director or officer of the Corporation.  The right to and the amount of indemnification shall be determined in accordance with the provisions of the NC Business Corporation Act in effect at the time of the determination and by ratification of a majority of the issued outstanding shares.

Section 7.2. Interested Parties.  A director of the Corporation shall not be disqualified by the director’s office from contracting with the Corporation as vendor, purchaser, or otherwise; nor shall any contract or arrangement entered into by or on behalf of the Corporation in which any director is in any way interested be avoided on that account, provided that such contract or arrangement shall have been approved or ratified by the holders of a majority of the outstanding shares of the Corporation entitled to vote, and the interest shall have been disclosed or known to the approving or ratifying shareholders.

Section 7.3. Insurance.  The Corporation may upon a determination by the board purchase and maintain insurance on behalf of any agent of the Corporation, including its directors, officers and employees, against any liability which might be asserted against or incurred by the agent in such capacity, or which might arise out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent under Section 7.1.

Section 8.1. Corporate Loans and Guarantees to Agents.  Except as provided below, the Corporation shall not make any loan of money or property to, or guarantee any obligations of, any director, officer, employee or agent of the Corporation unless the loan or guarantee is otherwise adequately secured, approved by the board, and adheres to the Corporation’s bylaws.

Section 9.1. Amendments.  These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority vote of the board at any regular or special meeting, subject to repeal or change by action of the shareholders.