PROFESSIONAL CORPORATIONARTICLES OF INCORPORATION>>>> 2 TABLE OF CONTENTS ARTICLE 1 - OFFICERS Page 1.01 Registered Office and Agent 1 1.02 Other Offices 1ARTICLE 2 - SHAREHOLDERS 2.01 Place of Meetings 1 2.02 Annual Meetings 1 2.03 Special Meetings 1 2.04 Voting List 1 2.05 Notice 1 2.06 Fixing Record Date 2 2.07 Shareholder Quorum and Voting 2 2.08 Voting of Shares 3 2.09 Proxies 3 2.10 Action by Shareholders without a Meeting 4 2.11 Special Restrictions Applicable to Shareholders 4 2.12 Certain Shareholder Decisions 4ARTICLE 3 - DIRECTORS 3.01 Management 5 3.02 Number, Qualification, Election and Term 5 3.03 Vacancies 6 3.04 Place of Meetings 6>>>> 3 3.05 Removal of Directors 6 3.06 Quorum and Voting 6 3.07 Time, Notice and Calling of Meetings 6 3.08 Action by Directors without a Meeting 6 3.09 Telephone Meetings 7ARTICLE 4 - SPECIAL COMMITTEES 4.01 Special Committees 7 4.02 Responsibility 7ARTICLE 5 - OFFICERS 5.01 Officers 7 5.02 Election, Term of Office and Qualification 7 5.03 Resignations 7 5.04 Removal 8 5.05 Vacancies 8 5.06 Duties and Powers 8ARTICLE 6 - ISSUANCE OF STOCK 6.01 Issuance 8 6.02 Payment for Shares 8 6.03 Subscriptions 8ARTICLE 7 - GENERAL PROVISIONS 7.01 Dividends and Reserves 9 7.02 Books and Records 9 7.03 Financial Information 9>>>> 4 7.04 Fiscal Year 10 7.05 Amendment of Bylaws 10 7.06 Construction 10ARTICLE 8 - INDEMNIFICATION >>>> 5 BYLAWS OF ARTICLE 1 - OFFICES 1.01 REGISTERED OFFICE AND AGENT . The registered office of thecorporation shall be at __________________________________________ or such otherlocation as may be determined by the Board of Directors. 1.02 OTHER OFFICES . The corporation may also have offices at such otherplaces as the Board of Directors may from time to time determine. ARTICLE 2 - SHAREHOLDERS 2.01 PLACE OF MEETINGS . Meetings of shareholders shall be held at thetime and place, within or without the State of Georgia, stated in a notice of meetingor in a waiver of notice. 2.02 ANNUAL MEETINGS . An annual meeting of the shareholders shall beheld each year on a day during the month of _________ to be selected by the Boardof Directors and transact such other business as may properly be brought before themeeting. 2.03 SPECIAL MEETINGS . Special meetings of the shareholders shall beheld when called by the Board of Directors, or when called by a notice in writing tothe shareholders by the holders of not less than one-third of all the shares entitledto vote at such meetings. 2.04 VOTING LIST . The Secretary shall prepare a complete list of theshareholders entitled to vote at each meeting, and such list shall be arranged inalphabetical order and shall reflect the address and the number of shares held byeach shareholder. Any shareholder shall be entitled to inspect the list at any timeduring normal business hours. 2.05 NOTICE . With regard to special meetings called by the shareholdersunder Section 2.03, written notice setting forth the time and place of the meetingand stating the purposes for which the meeting is called shall be mailed ordelivered not less than five nor more than thirty days before the meeting to eachshareholder of record entitled to vote at the meeting. Except as provided in 1 >>>> 6Sections 2.11 and 2.12, no notice shall be required for special meetings of shareholders called by the Board of Directors. Notice of a meeting of shareholders need not be given to any shareholder whosigns a waiver of notice either before or after the meeting. The attendance of ashareholder at a meeting shall constitute a waiver of notice of such meeting and awaiver of any and all objections to the place of the meeting, the time of the meeting,or the manner in which it has been called or convened, except when a shareholderstates, at the beginning of the meeting, an objection to the transaction of businessbecause the meeting is not properly called or convened. 2.06 FIXING RECORD DATE . The Board of Directors may fix in advance adate as the record date for any determination of shareholders, said date to be notmore than sixty days and, in the case of a meeting of shareholders, not less thanfive days prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of shareholders entitled tonotice or to vote at a meeting of shareholders, or for the determination of shareholders entitled to receive payment of a dividend, the date on which notice ofthe meeting is mailed or delivered or the date on which the resolution of the Boardof Directors declaring such dividend is adopted, as the case may be, shall be therecord date for said determination. When a determination of shareholders en titled to vote at any meeting ofshareholders has been made as provided herein, such determination shall apply toany adjournment thereof unless the Board of Directors fixes a new record date forthe adjourned meeting. 2.07 SHAREHOLDER QUORUM AND VOTING . A majority of the sharesentitled to vote, represented in person or by proxy, shall constitute a quorum at ameeting of shareholders. When a specific item of business is required to be votedon, a majority of the shares entitled to vote on that item shall constitute a quorumfor the transaction of such business by the shareholders. After a quorum has been established at a shareholders meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholdersentitled to vote at the meeting below the number required for a quorum, shall notaffect the validity of any action taken at the meeting or an adjournment thereof. 2 >>>> 7 If a quorum is present, the affirmative vote of a majority of the shares entitled to vote on the subject matter thereof shall constitute the act of the shareholders, except as provided in Section 2.12 below. 2.08 VOTING OF SHARES . Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder. Treasury shares shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. At each election of Directors every shareholder of record shall have the right to vote, in person or by proxy, the number of shares owned by h