Corporate Bylaws - Template Form to Create Word and PDF Pro · US-law

BYLAWS OF

________

A Corporation Organized Under the Laws of the State of ________

Adopted Effective ________

PART A: GENERAL PROVISIONS

§ 1. ARTICLE I — OFFICES

1.1 The principal office of ________ (the “Corporation”) shall be located at the address fixed from time to time by the Board of Directors (the “Board”) within the state of incorporation identified in the Corporation’s Articles of Incorporation (the “Articles”).

1.2 The Corporation may also maintain such other offices, within or outside the state of incorporation, as the Board may from time to time designate or as the business of the Corporation may require.

§ 2. ARTICLE II — PURPOSE

2.1 The purpose of the Corporation is to engage in any and all lawful business, act, or activity for which corporations may be organized under the general corporation law of the state of incorporation.

§ 3. ARTICLE III — REGISTERED OFFICE AND REGISTERED AGENT

3.1 The Corporation shall continuously maintain in the state of incorporation a registered office and a registered agent as required by applicable law. The registered agent and registered office shall be as set forth in the Articles and shall not be changed except by filing the appropriate statement of change with the office of the Secretary of State of the state of incorporation.

3.2 The current registered agent of the Corporation is ________, located at ________.

PART B: SHAREHOLDERS

§ 4. ARTICLE IV — ANNUAL MEETING

4.1 An annual meeting (the “Annual Meeting”) of the shareholders of the Corporation (the “Shareholders”) shall be held in each calendar year for the election of directors and for the transaction of such other business as may properly come before the meeting.

(a) Place of Meeting: The Annual Meeting shall be held at the following location unless otherwise determined by the Board and stated in the notice of meeting:

________

(b) Date and Time: The Annual Meeting shall be held on ________ of each year at ________. If that date falls on a Saturday, Sunday, or legal holiday, the Board shall designate an alternate date and provide written notice thereof to the Shareholders not less than ________ days before the rescheduled meeting.

(c) Notice of Meeting: Written notice stating the place, date, and hour of the Annual Meeting shall be delivered to each Shareholder of record entitled to vote, not fewer than ________ nor more than sixty (60) days before the date of the meeting, in accordance with the laws of the state of incorporation. Notice may be delivered personally, by mail addressed to the Shareholder at the address appearing on the records of the Corporation, or by electronic transmission as permitted by applicable law and consented to by the Shareholder. Notice by mail shall be deemed effective when deposited in the United States mail, postage prepaid. The notice shall include the agenda of the meeting, including the election of directors.

(d) Waiver of Notice: A Shareholder may waive notice of any meeting by a writing signed by the Shareholder, whether before or after the meeting. Attendance of a Shareholder at a meeting shall constitute a waiver of notice, except where the Shareholder attends solely for the purpose of objecting, at the beginning of the meeting, to the transaction of business on the ground that the meeting is not lawfully called or convened.

(e) Proxies: A Shareholder may vote in person or by proxy executed in writing by the Shareholder or by the Shareholder’s duly authorized attorney-in-fact. No proxy shall be valid after the period permitted under the laws of the state of incorporation from the date of its execution unless otherwise provided in the proxy.

(f) Order of Business: The order of business at the Annual Meeting shall generally be as follows:

(i) Determination of quorum and call to order;

(ii) Review and approval of minutes of the prior meeting;

(iii) Report of the President/Chief Executive Officer;

(iv) Financial reports;

(v) Election of directors;

(vi) Business and strategy updates; and

(vii) Such other business as may properly come before the meeting.

(g) Quorum: The presence, in person or by proxy, of the holders of ________ of the shares entitled to vote shall constitute a quorum for the transaction of business at any meeting of Shareholders. If a quorum is not present, the holders of a majority of the shares present may adjourn the meeting to a later date. Once a share is represented at a meeting, it is deemed present for quorum purposes for the remainder of that meeting and any adjournment thereof, unless a new record date is or must be set for the adjourned meeting.

(h) Voting Trusts and Agreements: Shareholders may enter into a voting trust or voting agreement to the extent permitted by the laws of the state of incorporation, provided the instrument creating the same is in writing and signed by each participating Shareholder, and a copy is delivered to the Corporation for filing in its records.

(i) Cumulative Voting: Cumulative voting in the election of directors ________ permitted, in accordance with the Articles and the laws of the state of incorporation.

(j) Failure to Hold Meeting: If the Annual Meeting is not held within the time required, any Shareholder may, after delivering written demand to the Board, petition a court of competent jurisdiction in the county where the principal office is located to order that the meeting be held, as provided under the laws of the state of incorporation.

(k) Action Without a Meeting: Any action required or permitted to be taken at a meeting of Shareholders may be taken without a meeting if the action is taken by written consent describing the action, signed and dated by all Shareholders entitled to vote on the action (or by the minimum number permitted by the laws of the state of incorporation), and delivered to the Corporation for inclusion in its records.

§ 5. ARTICLE V — SPECIAL MEETINGS

5.1 Special meetings of the Shareholders may be held upon not less than ________ days’ written notice. Special meetings may be called:

(a) by a majority of the Board;

(b) by the Shareholders as follows:

________

(c) by the President of the Corporation.

5.2 Where a meeting is called by the Shareholders, notice of such call shall be delivered to the Board, which shall fix the date, time, and place of the meeting. Only business within the purposes described in the notice of a special meeting may be conducted at such meeting.

§ 6. ARTICLE VI — PARTICIPATION BY REMOTE COMMUNICATION

6.1 Shareholders may participate in the Annual Meeting or any special meeting by means of remote communication, provided the Corporation can verify the identity of each participating Shareholder and each Shareholder can hear, be heard by, and otherwise participate in the proceedings. A Shareholder so participating shall be deemed present in person at the meeting.

PART C: BOARD OF DIRECTORS

§ 7. ARTICLE VII — GENERAL POWERS

7.1 All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board, subject to any limitation set forth in the Articles or required by the laws of the state of incorporation, either directly or by delegation.

§ 8. ARTICLE VIII — NUMBER OF DIRECTORS

8.1 The Board shall consist of ________ director(s). The number of directors may be increased or decreased by amendment of these Bylaws, provided no decrease shall shorten the term of any incumbent director.

§ 9. ARTICLE IX — INITIAL DIRECTORS

9.1 The initial directors named in the Articles shall serve until the first Annual Meeting of Shareholders and until their successors are elected and qualified.

§ 10. ARTICLE X — ELECTION AND TERM

10.1 Directors shall be elected at each Annual Meeting of Shareholders by a plurality of the votes cast. The term of each director shall be ________, and each director shall hold office until the expiration of the director’s term and until a successor is elected and qualified, or until the director’s earlier death, resignation, or removal.

§ 11. ARTICLE XI — COMPENSATION

11.1 The Board may, by resolution, fix the compensation of directors for their services and may provide for reimbursement of reasonable expenses incurred in connection with the performance of their duties. A director may also serve the Corporation in another capacity and receive compensation therefor.

§ 12. ARTICLE XII — QUORUM AND VOTING

12.1 A quorum for the transaction of business at any meeting of the Board shall consist of ________% of the directors then in office. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board, unless a greater number is required by the Articles, these Bylaws, or the laws of the state of incorporation.

§ 13. ARTICLE XIII — REGULAR MEETINGS

13.1 The Board shall hold at least one regular annual meeting, which may be held on the same date and at the same place as the Annual Meeting of Shareholders. The Board may hold additional regular meetings at such times and places as may be fixed by resolution of the Board, without other notice than such resolution.

§ 14. ARTICLE XIV — SPECIAL MEETINGS

14.1 Special meetings of the Board may be called by any director upon not less than ________ days’ notice stating the date, time, and place of the meeting.

§ 15. ARTICLE XV — WAIVER OF NOTICE

15.1 A director may waive notice of any meeting by a writing signed by the director, whether before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice, except where the director attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of business on the ground that the meeting is not lawfully called or convened.

§ 16. ARTICLE XVI — ACTION WITHOUT A MEETING

16.1 Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if the action is taken by the written consent of all directors entitled to vote on the action. Each consent shall be in writing, shall set forth the action taken, shall be signed and dated by each director, and shall be filed with the minutes of the proceedings of the Board.

§ 17. ARTICLE XVII — PARTICIPATION BY REMOTE COMMUNICATION

17.1 Directors may participate in any meeting of the Board by means of conference telephone or other communications equipment by which all persons participating can hear and speak to one another. Participation by such means shall constitute presence in person at the meeting, provided the identity of each participating director can be verified.

§ 18. ARTICLE XVIII — CONFLICTS OF INTEREST

18.1 A director who has a direct or indirect interest in any transaction or matter before the Board shall disclose the material facts of such interest and shall be disqualified from voting on the matter. Such interested director may be counted in determining the presence of a quorum. No such transaction shall be void or voidable solely by reason of the director’s interest if the requirements of the conflict-of-interest provisions of the laws of the state of incorporation are satisfied.

§ 19. ARTICLE XIX — VACANCIES AND RESIGNATION

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________

§ 20. ARTICLE XX — REMOVAL

20.1 Any director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the shares entitled to vote at a meeting of Shareholders called expressly for that purpose, to the extent permitted by the Articles and the laws of the state of incorporation.

§ 21. ARTICLE XXI — ORGANIZATION AND PROCEDURE

21.1 Meetings of the Board shall be presided over by ________. In the absence of such person, the directors present shall designate one of their number to preside. Resolutions shall be adopted by a majority of the directors present at a meeting at which a quorum is present.

21.2 The Board shall cause written minutes of each of its meetings to be kept and shall retain such minutes for a period of ________. The minutes shall include, at a minimum, the directors present, the resolutions adopted, and any objections or abstentions of directors, and such additional information as the Board deems appropriate.

§ 22. ARTICLE XXII — COMMITTEES

22.1 The Board may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of one or more directors. To the extent provided in the resolution and permitted by the laws of the state of incorporation, each committee may exercise the authority of the Board; provided, however, that no committee shall have authority over those matters reserved exclusively to the full Board by statute. Each committee shall keep regular minutes of its proceedings and report the same to the Board as required.

PART D: OFFICERS

§ 23. ARTICLE XXIII — APPOINTMENT OF OFFICERS

23.1 The Corporation shall have a President, a Treasurer, and a Secretary, and may have such other officers and assistant officers as the Board may from time to time appoint (collectively, the “Officers”). The Officers shall be appointed by the Board. Any two or more offices may be held by the same person, except as prohibited by the laws of the state of incorporation.

§ 24. ARTICLE XXIV — DUTIES OF OFFICERS

24.1 The general duties of the Officers shall be as follows:

President: The President shall be the chief executive officer of the Corporation, shall have general supervision over the business and affairs of the Corporation subject to the direction of the Board, shall preside at meetings of Shareholders, shall ensure that resolutions of the Board are carried into effect, and shall execute corporate instruments on behalf of the Corporation.

Treasurer: The Treasurer shall be the chief financial officer of the Corporation, shall have charge of and be responsible for the funds, financial records, and financial affairs of the Corporation, including the receipt, custody, and disbursement of corporate funds and the endorsement of monetary instruments, subject to the direction of the Board, and shall render financial reports to the Board.

Secretary: The Secretary shall be responsible for giving and serving notice of meetings, keeping the minutes of meetings of the Shareholders and the Board, maintaining the corporate records and seal, and authenticating records of the Corporation.

24.2 The duties of the Officers may be modified, expanded, or supplemented by resolution of the Board from time to time.

§ 25. ARTICLE XXV — TERM

25.1 Each Officer shall be elected by the Board and shall hold office for a term of one (1) year and until a successor is elected and qualified, or until such Officer’s earlier resignation or removal.

§ 26. ARTICLE XXVI — RESIGNATION AND REMOVAL

26.1 Any Officer may resign at any time by delivering written notice to the Corporation. Any Officer may be removed by the Board at any time, with or without cause. A vacancy in any office may be filled by the Board for the unexpired portion of the term.

PART E: FINANCIAL AFFAIRS

§ 27. ARTICLE XXVII — LOANS AND INDEBTEDNESS

27.1 No loans or other indebtedness shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.

§ 28. ARTICLE XXVIII — CHECKS, DRAFTS, AND CONTRACTS

28.1 All checks, drafts, or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents, and in such manner as shall from time to time be determined by resolution of the Board. The Board may authorize any Officer or Officers, agent or agents, to enter into any contract or to 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.

PART F: GENERAL PROVISIONS

§ 29. ARTICLE XXIX — AMENDMENTS

29.1 These Bylaws may be amended or repealed, and new Bylaws may be adopted, by the affirmative vote of a majority of the Board or by the affirmative vote of the holders of a majority of the shares entitled to vote. The Shareholders may, however, by resolution, reserve to themselves the exclusive power to amend or repeal any specified provision of these Bylaws, in which case such provision may not be amended or repealed by the Board.

§ 30. ARTICLE XXX — INDEMNIFICATION

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§ 31. ARTICLE XXXI — FISCAL YEAR

31.1 The fiscal year of the Corporation shall end on the last day of ________ of each year, and may be changed by resolution of the Board.

§ 32. ARTICLE XXXII — DISSOLUTION

32.1 The Corporation may be dissolved in the manner provided by the laws of the state of incorporation, upon the recommendation of the Board and the approval of the Shareholders by such vote as is required by statute and the Articles.

§ 33. ARTICLE XXXIII — CORPORATE SEAL

33.1 The Corporation may have a corporate seal, which may be affixed to documents as authorized by the Board. The failure to affix a corporate seal to any instrument shall not affect the validity of such instrument.

§ 34. ARTICLE XXXIV — SEVERABILITY

34.1 If any provision of these Bylaws, or its application to any person or circumstance, is held invalid or unenforceable, the remainder of these Bylaws and the application of such provision to other persons or circumstances shall not be affected thereby, and shall be enforced to the greatest extent permitted by law.

CERTIFICATE OF ADOPTION

The undersigned, being the duly elected and acting Secretary of the Corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the Corporation by its Board of Directors effective as of ________.

Secretary:

Secretary Name: ________

Secretary Signature: ____________________________

Date: ________