BYLAWS
OF CORPORATION (GENERAL)
_________________________________________
Name
of Corporation
ARTICLE I
OFFICES
The principal
office of the Corporation in the State of _________________, shall be located
in County of _________________________________. The Corporation may have such other offices, either within or
without the State of ____________________, as the Board of Directors may
designate or as the business of the Corporation may require from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL
MEETING. The annual meeting of the shareholders shall be held on the __________
day in the month of ___________ in each year, beginning with the year _____ ,
at the hour of ____ o'clock __.m., 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 ____________, such meeting shall be
held on the next succeeding business day.
If the election of Directors shall not be held on the day designated
herein for any annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as conveniently may be.
SECTION 2. 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 _____________ percent of all the outstanding
shares of the Corporation entitled to vote at the meeting.
SECTION 3. PLACE
OF MEETING. The Board of Directors may designate any place, either within or
without the State of ________________, unless otherwise prescribed by statute,
as the place of meeting for any annual meeting or for any special meeting. 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 ________________, unless otherwise prescribed by
statute, as the place for the holding of such meeting. If no designation is made, the place of
meeting shall be the principal office of the Corporation.
SECTION 4. 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 unless otherwise prescribed by statute, be delivered not less
than ___________ nor more than ___________ days before the date of 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 at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
SECTION 5. CLOSING
OF TRANSFER BOOKS OF EXISTING RECORD. The purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or 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 of the Corporation may provide that the
stock transfer books shall be closed for a stated period, but not to exceed in
any case fifty (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 _______ 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
________ days and, in case of a meeting of shareholders, not less than
_________ 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 the 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
thereof.
SECTION 6. VOTING
LISTS. The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make a complete list of the shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. Such list shall be
produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting for the purposes thereof.
SECTION 7. QUORUM.
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority
of the outstanding shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.
SECTION 8.
Proxies. At all meetings of shareholders, a shareholder may vote in person or
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be
filed with the secretary of the Corporation before or at the time of the
meeting. A meeting of the Board of Directors may be had by means of a telephone
conference or similar communications equipment by which all persons
participating in the meeting can hear each other, and participation in a
meeting under such circumstances shall constitute presence at the meeting.
SECTION 9. Voting
of shares. Each outstanding share entitled to vote shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders.
SECTION 10. Voting
of Shares by Certain Holders. Shares standing in the name of another
Corporation may be voted by such officer, agent or proxy as the Bylaws of such
Corporation may prescribe or, in the absence of such provision, as the Board of
Directors of such Corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing
in the name of a trustee may be voted by him, either in person or by proxy, but
no trustee shall be entitled to vote shares held by him without a transfer of
such shares into his name. Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name, if authority so to do be contained
in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall
be entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred. Shares of its
own stock belonging to the Corporation 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.
SECTION 11.
Informal Action by Shareholders. Unless otherwise provided by law, any action
required to be taken at a meeting of the shareholders, or any other action
which may be taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General
Powers. The business and affairs of the Corporation shall be managed by its
Board of Directors.
SECTION 2. Number.
Tenure and Qualifications. The number of directors of the Corporation shall be
fixed by the Board of Directors, but in no event shall be less than
(_________). Each director shall hold
office until the next annual meeting of shareholders and until his successor
shall have been elected and qualified.
SECTION 3. Regular
Meetings. A regular meeting of the Board of Directors shall be held without
other notice than this By-law immediately after, and at the same place as, the
annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without notice other than such
resolution.
SECTION 4. Special
Meetings. Special meetings of the Board of Directors may be called by or at the
request of the President or any two directors.
The person or persons authorized to call special meetings of the Board
of Directors may fix the place for holding any special meeting of the Board of
Directors called by them.
SECTION 5. Notice.
Notice of any special meeting shall be given at least one (1) day previous
thereto by written notice delivered personally or mailed to each director at
his business address, or by telegram.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States Mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to the telegraph
company. Any directors 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.
SECTION 6. Quorum.
A majority of the number of directors fixed by Section 2 of this Article III
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
SECTION 7. Manner
of Acting. The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
SECTION 8. Action
Without a Meeting. Any action that may be taken by the Board of Directors at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so to be taken, shall be signed before such action by all of the
directors.
SECTION 9.
Vacancies. Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
may be filled by election by the Board of Directors for a term of office
continuing only until the next election of directors by the shareholders.
SECTION 10.
Compensation. By resolution of the Board of Directors, each director may be
paid his expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.
SECTION 11.
Presumption of Assent. A director of the Corporation who is present at a
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof, or 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 director
who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. Number.
The officers of the Corporation shall be a President, one or more Vice
Presidents, a Secretary, and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed
by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors
may leave unfilled for any such period as it may determine any office except
those of President and Secretary. Any
two or more offices may be held by the same person, except for the offices of
President and Secretary which may not be held by the same person. Officers may be directors or shareholders of
the Corporation.
SECTION 2.
Election and Term of Office. The officers of the Corporation to be elected by
the Board of Directors shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after each annual meeting of
the shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified, or until his death, or until he shall resign or shall
have been removed in the manner hereinafter provided.
SECTION 3.
Removal. Any officer or agent may be removed by the Board of Directors
whenever, in its judgment, the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election
or appointment of an officer or agent shall not of itself create contract
rights, and such appointment shall be terminable at will.
SECTION 4.
Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 5.
President. The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. He shall, when present,
preside at all meetings of the shareholders and of the Board of Directors, unless
there is a Chairman of the Board in which case the Chairman shall preside. He may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. Vice
President. In the absence of the President or in event of his death, inability
or refusal to act, the Vice President shall perform 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.
The Vice President shall perform such other duties as from time to time
may be assigned to him by the President or by the Board of Directors. If there is more than one Vice President,
each Vice President shall succeed to the duties of the President in order of
rank as determined by the Board of Directors.
If no such rank has been determined, then each Vice President shall
succeed to the duties of the President in order of date of election, the
earliest date having the first rank.
SECTION 7.
Secretary. The Secretary shall:
(a) Keep the
minutes of the proceedings of the shareholders and of the Board of Directors in
one or more minute books provided for that purpose; (b) See that all notices
are duly given in accordance with the provisions of these Bylaws or as required
by law; (c) Be custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed to all
documents, the execution of which on behalf of the Corporation under its seal
is duly authorized; (d) Keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
Sign with the President certificates for shares of the Corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) Have general charge of
the stock transfer books of the Corporation; and (g) In general perform all
duties incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors.
SECTION 8.
Treasurer. The Treasurer shall: (a) Have charge and custody of and be
responsible for all funds and securities of the Corporation; (b) Receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; and (c) In general perform
all of the duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such
sureties as the Board of Directors shall determine.
SECTION 9.
Salaries. The salaries of the officers shall be fixed from time to time by the
Board of Directors, and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the Corporation.
ARTICLE V
INDEMNITY
The Corporation
shall indemnify its directors, officers and employees as follows:
(a) Every
director, officer, or employee of the Corporation shall be indemnified by the
Corporation against all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon him in connection with any proceeding to
which he may be made a party, or in which he may become involved, by reason of
his being or having been a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses are incurred,
except in such cases wherein the director, officer, or employee is adjudged
guilty of willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation. (b) The
Corporation shall provide to any person who is or was a director, officer,
employee, or agent of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of the corporation,
partnership, joint venture, trust or enterprise, the indemnity against expenses
of suit, litigation or other proceedings which is specifically permissible
under applicable law. (c) The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing the provisions of
this Article V.
ARTICLE VI
CONTRACTS, LOANS,
CHECKS AND DEPOSITS
SECTION 1.
Contracts. The Board of Directors may authorize any officer or officers, agent
or agents, to enter into any contract 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.
SECTION 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 of Directors. Such authority may be general or confined to specific
instances.
SECTION 3. Checks.
Drafts. etc. 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 such officer or officers, agent or agents of the Corporation and
in such manner as shall from time to time be determined by resolution of the
Board of Directors.
SECTION 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 of Directors may select.
ARTICLE VII
CERTIFICATES FOR
SHARES AND THEIR TRANSFER
SECTION 1.
Certificates for Shares. Certificates representing shares of the Corporation
shall be in such form as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the Secretary or by such
other officers authorized by law and by the Board of Directors so to do, and
sealed with the corporate seal. All
certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.
SECTION 2.
Transfer of Shares. Transfer of shares of the Corporation shall be made only on
the stock transfer books of the Corporation by the holder of record thereof or
by his legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes. Provided, however, that upon
any action undertaken by the shareholders to elect S Corporation status pursuant
to Section 1362 of the Internal Revenue Code and upon any shareholders
agreement thereto restricting the transfer of said shares so as to disqualify
said S Corporation status, said restriction on transfer shall be made a part of
the bylaws so long as said agreement is in force and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of
the Corporation shall begin on the _________ day of _____________ and end on
the ____________ day of ________________ each year.
ARTICLE IX
DIVIDENDS
The Board of
Directors may from time to time declare, and the Corporation may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions
provided by law and its Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of
Directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the Corporation and the State of
incorporation and the words, "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise
provided by law, whenever any notice is required to be given to any shareholder
or director of the Corporation under the provisions of these Bylaws or under
the provisions of the Articles of Incorporation or under the provisions of the
applicable Business Corporation Act, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII
AMENDMENTS
These Bylaws may
be altered, amended or repealed and new Bylaws may be adopted by the Board of
Directors at any regular or special meeting of the Board of Directors. The above Bylaws are certified to have been
adopted by the Board of Directors of the Corporation on the _________________
day of ____________ (month), ___ (year).
________________________________
Secretary