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Vermont f Secretary of Corporation ______________________________________ Printed Name of Secretary of Corporation Corporate Bylaws 6 airperson of Board ______________________________________ Printed Name of Chairperson of Board Approved by the Shareholders on ____________ , 20 ___ ______________________________________ Signature oation ______________________________________ Printed Name of Secretary of Corporation Adopted by the Board of Directors on ____________ , 20 ___ ______________________________________ Signature of Ch any annual or special meeting. [Remainder of page intentionally left blank] Corporate Bylaws 5 Dated: ____________ , 20 ___ ______________________________________ Signature of Secretary of Corpornded in any manner by majority vote of the board of directors at any annual or special meeting. Any amendments by the board of directors are subject to approval by majority vote of the shareholders at unless the loan has been approved by a majority of the shares of all stock of the corporation, including those shares that do not have voting rights. Amendments to the Bylaws. These bylaws may be amerd of directors resolution may be for specific instances or a general authorization. Loans to Officers or Directors. The corporation may not lend any money to an officer or director of the corporationhe corporation unless authorized by a resolution of the board of directors. No documents may be executed on behalf of the corporation unless authorized by a resolution of the board of directors. A boasolution of the board of directors. No money will be borrowed or loaned by the corporation unless authorized by a resolution of the board of directors. No contracts will be entered into on behalf of tods for payment shall be signed by an officer determined by resolution of the board of directors. All notes, mortgages, or other evidence of indebtedness shall be signed by an officer determined by rensfer book, or by his or her legal representative. Financial Matters. The board of directors will determine the accounting methods and fiscal year of the corporation. All checks, drafts, or other methnsfer book. Shares of the corporation's stock may only be transferred on the stock transfer book of the corporation by the holder of the shares in whose name they were issued as shown on the stock trad address of the person receiving the issued shares, the certificate number, the number of shares, and the date of issue will be recorded by the secretary of the corporation in the corporate stock traip in the corporation will be in the form designated by the board of directors. Certificates will be signed by all officers of the corporation. Certificates will be consecutively numbered. The name anectors and may be altered at any time by the board. An officer may receive a salary even if he or she receives a salary as a director. Stock Certificates. Certificates that represent shares of ownershy the board of directors. The treasurer will also perform any other duties as prescribed by the board of directors. Salaries of Officers. The salaries of the officers will be fixed by the board of dirll receive and pay out funds that are receivable or payable to the corporation from any source. The treasurer will deposit all corporate funds received into the corporate bank accounts as designated bperform any other duties as prescribed by the board of directors. Corporate Bylaws 4 Duties of the Treasurer. The treasurer will be custodian of all corporate funds and securities. The treasurer wietary will keep a list of the addresses of all shareholders, directors, and officers. The secretary will sign, along with other officers, the corporation's stock certificates. The secretary will also The secretary will provide notices of all meetings as required by the bylaws. The secretary will be the custodian of the corporate records, corporate stock transfer book, and corporate seal. The secr. The vicepresident will also perform any other duties as prescribed by the board of directors. Duties of the Secretary. The secretary will keep the minutes of all shareholders and directors meetings.nt, dies, or is incapacitated, the vice-president will perform the duties of the president. When acting for the president, the vice-president will have all of the powers and authority of the presidention. The president will preside at all shareholders and directors meetings, and perform any other duties as prescribed by the board of directors. Duties of the Vice-President. If the president is abset is the principal executive officer of the corporation and is subject to control by the board of directors. The president will supervise and control all of the business and activities of the corporatontract rights for the officer. Filling Officers Vacancies. A vacancy in any office for any reason may be filled by the board of directors for the unexpired term. Duties of the President. The presidenth, resignation, or removal by the board of directors. Removal of Officers. Any officer may be removed by the board of directors, with or without cause. Appointment of an officer does not create any cme person. Appointment and Terms of Officers. The officers of the corporation will be appointed by the directors at the first meeting of the board of directors. Each officer will hold office until dea, using ordinary care and prudence. Number of Officers. The officers of the corporation will include a president, vicepresident, treasurer, and secretary. Any two or more offices may be held by the saall actions taken on behalf of the corporation. Each director must perform his or her duties in good faith in a manner that he or she reasonably believes to be in the best interests of the corporation A director may receive a salary even if he or she receives a salary as an officer. Fiduciary Duty of Directors. Each director owes a a fiduciary duty of good faith and reasonable care with regard to m will hold office until the next annual shareholders meeting. Salaries of Directors. The salaries of the directors will be fixed by the board of directors and may be altered at any time by the board. A vacancy on the board of directors may be filled by majority vote of the remaining directors, even if technically less than a quorum. A Corporate Bylaws 3 director elected to fill a remaining terng, by all directors. Removal of Directors. A director may be removed from office, with or without cause, at a special meeting of the shareholders called for that purpose. Filling Directors Vacancies. shall be by majority vote. Board of Directors Consent Resolutions. Any action that may be taken at a directors meeting may be taken instead without a meeting if a resolution is consented to, in writictor will have one vote. The vote of a majority of the directors will be sufficient to decide any matter, unless a greater number is required by the Articles of Incorporation or state law. Adjournmentors meetings will be a majority of the directors. Once a quorum is present, business may be conducted at the meeting, even if directors leave prior to adjournment. Board of Directors Voting. Each dire Notices. Directors may waive notice of meetings if done in writing, except that attendance at a meeting is considered a waiver of notice of the meeting. Board of Directors Quorum. A quorum for direct include the place, date, and time of the meeting, and for special meetings, the purpose of the meeting. When notices are sent, the secretary of the corporation must prepare an Affidavit of Mailing of sent no less than ____________ days nor more than _________ days before the date of the meeting. The notice should be sent to the director's address as shown in the corporate records. The notice will for the meeting will be the principal office of the corporation. Notice of Board of Directors Meetings. Written notice of board of directors meetings must be sent to each director. The notice must beend written notice to all directors. Place of Board of Directors Meetings. The board of directors has the power to designate the place for directors meetings. If no place is designated, then the placehe request for a special meeting must be made in writing that states the time, place, and purpose of the meeting. The request should be given to the secretary of the corporation who will prepare and ss of the Board of Directors. Special meetings of the board of directors may be called at any time and for any purpose. These meetings may be called by either the president or the board of directors. T . m. This meeting is for the purpose of appointing officers and for transacting any other necessary business. If this day is a legal holiday, the meeting will be held on the next day. Special Meetingholders. Date and Time of Annual Meeting of the Board of Directors. The annual board of directors meeting will be held on the ______________ of every year at the corporate offices at _____ o'clock ___Incorporation and may be amended. The number is currently _________. Corporate Bylaws 2 Each director will hold office for ___________ year(s) and will be elected at the annual meeting of the shares on behalf of the corporation; and the power to enter into contracts on behalf of the corporation. Number of Directors and Term of Office. The number of directors will be as shown in the Articles of agent, and registered office of the corporation; the power to issue shares of stock; the power to borrow money on behalf of the corporation, including the power to execute any evidence of indebtednesof directors will have all powers available under state law, including, but not limited to, the power to appoint and remove officers, agents, and employees; the power to change the offices, registeredll votes for a single director or spread the votes among directors in any manner. Powers of the Board of Directors. The affairs of the corporation will be managed by the board of directors. The board ion of directors, each shareholder may vote in a cumulative manner, if desired. Cumulative voting will mean that if each shareholder has one vote per director to be elected, the shareholder may vote aay be taken instead without a meeting if a resolution is consented to, in writing, by all shareholders who would be entitled to vote on the matter. Shareholders Cumulative Voting Rights. For the electcles of Incorporation or by state law. Adjournment shall be by majority vote of those shares entitled to vote. Shareholder Consent Resolutions. Any action that may be taken at a shareholders meeting mhe stock transfer book will have one vote. The vote of the holders of a majority of the shares entitled to vote will be sufficient to decide any matter, unless a greater number is required by the Artice at the meeting by a shareholder for which a proxy has been authorized always revokes the proxy. Shareholders Voting. Each outstanding share of the corporation that is entitled to vote as shown on te meeting. No proxy may be valid for over ___________ months, unless the proxy specifically states otherwise. Proxies may always be revokable prior to the meeting for which they are intended. AttendanAt all meetings of shareholders, a shareholder may vote by signed proxy or by power of attorney. To be valid, a proxy must be filed with the secretary of the corporation prior to the stated time of the at the meeting, whether in person or represented by proxy. Once a quorum is present, business may be conducted at the meeting, even if shareholders leave prior to adjournment. Shareholders Proxies. also entitled to examine this list and the corporate stock transfer book. Shareholders Quorum. A quorum for a shareholders meeting will be a majority of the outstanding shares that are entitled to vot receive dividends will be prepared by the secretary when necessary and provided to the officers of the corporation. Every shareholder who is entitled to receive notice, vote, or receive dividends is fer book at the close of business on the Record Date will be entitled to receive notice, vote at meetings, or receive dividends. A list of shareholders entitled to receive notice, vote at meetings, or who are recorded in the stock transfer book upon the closing of the book. Instead of closing the book, the board of directors may also set a Record Date. The shareholders recorded in the stock transsfer book be closed for ______ days prior to a meeting or the issuance of a dividend. The shareholders entitled to receive notice, vote at meetings, or receive dividends are those Corporate Bylaws 1 or to Dividends. For the purpose of determining which shareholders are entitled to notice, to vote at meetings, or to receive dividends, the board of directors may order that the corporate stock tranof Notices. Shareholders may waive notice of meetings if done in writing, except that attendance at a meeting is considered a waiver of notice of the meeting. Shareholders Entitled to Notice, to Vote, date, and time of the meeting. Notices for special meetings must also include the purpose of the meeting. When notices are sent, the secretary of the corporation must prepare an Affidavit of Mailing _ days nor more than _____ days before the date of the meeting. The notice should be sent to the shareholder's address as shown in the corporate stock transfer book. The notice will include the place,poration. Notice of Shareholders Meetings. Written notice of shareholders meetings must be sent to each shareholder of record entitled to vote at the meeting. The notice must be sent no less than ____ers designates the place for the meeting. If no place is designated, either by the board of directors or all of the shareholders, then the place for the meeting will be the principal office of the cor at the meeting. Place of Shareholders Meetings. The board of directors has the power to designate the place for shareholders meetings, unless a waiver of notice of the meeting signed by all shareholdtime, place, and purpose of the meeting. The request should be given to the secretary of the corporation who will prepare and send written notice to all shareholders of record who are entitled to voteeither the president or the board of directors, or upon request of __________ percent of the shareholders of the corporation. The request for a special meeting must be made in writing that states the l holiday, the meeting will be held on the next day. Shareholders Special Meetings. Special meetings of the shareholders may be called at any time and for any purpose. These meetings may be called by year at the corporate offices of the corporation at _____ o'clock ___ . m. This meeting is for the purpose of electing directors and for transacting any other necessary business. If this day is a lega the corporation's registered agent, who may be an officer or director. Date and Time of Shareholders Annual Meeting. The annual shareholders meeting will be held on the ____________________ of every s the power to determine the location of the corporation's principal place of business and registered office, that need not be the same location. The board of directors also has the power to designatelaws 5 Bylaws of ____________________________________ , a corporation incorporated under the laws of the State of ___________________ Corporate Office and Registered Agent. The board of directors haof Board Approved by the Shareholders on June 14, 2005 Mary Celeste (signed) Signature of Secretary of Corporation Mary Celeste Printed Name of Secretary of Corporation Sample Completed Corporate By Celeste Printed Name of Secretary of Corporation Approved by the Board of Directors on June 14, 2005 John Celeste (signed) Signature of Chairperson of Board John Celeste Printed Name of Chairperson board of directors are subject to approval by majority vote of the shareholders at any annual or special meeting. Dated: June 14, 2005 Mary Celeste (signed) Signature of Secretary of Corporation Marys that do not have voting rights. Amendments to the Bylaws. These bylaws may be amended in any manner by majority vote of the board of directors at any annual or special meeting. Any amendments by theThe corporation may not lend any money to an officer or director of the corporation unless the loan has been approved by a majority of the shares of all stock of the corporation, including those share the corporation unless authorized by a resolution of the board of directors. A board of directors resolution may be for specific instances or a general authorization. Loans to Officers or Directors. olution of the board of directors. No contracts will be entered into on behalf of the corporation unless authorized by a resolution of the board of directors. No documents may be executed on behalf ofs, or other evidence of indebtedness shall be signed by an officer determined by resolution of the board of directors. No money will be borrowed or loaned by the corporation unless authorized by a resnting methods and fiscal year of the corporation. All checks, drafts, or other methods for payment shall be signed by an officer determined by resolution of the board of directors. All notes, mortgageame they were issued as shown on the stock transfer book, or by his or her legal representative. Sample Completed Corporate Bylaws 4 Financial Matters. The board of directors will determine the accou of the corporation in the corporate stock transfer book. Shares of the corporation's stock may only be transferred on the stock transfer book of the corporation by the holder of the shares in whose nes will be consecutively numbered. The name and address of the person receiving the issued shares, the certificate number, the number of shares, and the date of issue will be recorded by the secretary Certificates that represent shares of ownership in the corporation will be in the form designated by the board of directors. Certificates will be signed by all officers of the corporation. Certificatthe officers will be fixed by the board of directors and may be altered at any time by the board. An officer may receive a salary even if he or she receives a salary as a director. Stock Certificates.to the corporate bank accounts as designated by the board of directors. The treasurer will also perform any other duties as prescribed by the board of directors. Salaries of Officers. The salaries of rporate funds and securities. The treasurer will receive and pay out funds that are receivable or payable to the corporation from any source. The treasurer will deposit all corporate funds received incers, the corporation's stock certificates. The secretary will also perform any other duties as prescribed by the board of directors. Duties of the Treasurer. The treasurer will be custodian of all corecords, corporate stock transfer book, and corporate seal. The secretary will keep a list of the addresses of all shareholders, directors, and officers. The secretary will sign, along with other offiry will keep the minutes of all shareholders and directors meetings. The secretary will provide notices of all meetings as required by the bylaws. The secretary will be the custodian of the corporate resident will have all of the powers and authority of the president. The vice-president will also perform any other duties as prescribed by the board of directors. Duties of the Secretary. The secreta of directors. Duties of the Vice-President. If the president is absent, dies, or is incapacitated, the vicepresident will perform the duties of the president. When acting for the president, the vicepervise and control all of the business and activities of the corporation. The president will preside at all shareholders and directors meetings, and perform any other duties as prescribed by the boardrectors for the unexpired term. Duties of the President. The president is the principal executive officer of the corporation and is subject to control by the board of directors. The president will supith or without cause. Appointment of an officer does not create any contract rights for the officer. Filling Officers Vacancies. A vacancy in any office for any reason may be filled by the board of ding of the board of directors. Each officer will hold office until death, resignation, or removal by the board of directors. Removal of Officers. Any officer may be removed by the board of directors, wrer, and secretary. Any two (2) or more offices may be held by the same person. Appointment and Terms of Officers. The officers of the corporation will be appointed by the directors at the first meetierests of the corporation, using ordinary care and prudence. Sample Completed Corporate Bylaws 3 Number of Officers. The officers of the corporation will include a president, vice-president, treasuable care with regard to all actions taken on behalf of the corporation. Each director must perform his or her duties in good faith in a manner that he or she reasonably believes to be in the best intat any time by the board. A director may receive a salary even if he or she receives a salary as an officer. Fiduciary Duty of Directors. Each director owes a a fiduciary duty of good faith and reasond to fill a remaining term will hold office until the next annual shareholders meeting. Salaries of Directors. The salaries of the directors will be fixed by the board of directors and may be altered for that purpose. Filling Directors Vacancies. A vacancy on the board of directors may be filled by majority vote of the remaining directors, even if technically less than a quorum. A director electeeting if a resolution is consented to, in writing, by all directors. Removal of Directors. A director may be removed from office, with or without cause, at a special meeting of the shareholders calledcles of Incorporation or state law. Adjournment shall be by majority vote. Board of Directors Consent Resolutions. Any action that may be taken at a directors meeting may be taken instead without a mejournment. Board of Directors Voting. Each director will have one vote. The vote of a majority of the directors will be sufficient to decide any matter, unless a greater number is required by the Arti Board of Directors Quorum. A quorum for directors meetings will be a majority of the directors. Once a quorum is present, business may be conducted at the meeting, even if directors leave prior to adoration must prepare an Affidavit of Mailing of Notices. Directors may waive notice of meetings if done in writing, except that attendance at a meeting is considered a waiver of notice of the meeting.shown in the corporate records. The notice will include the place, date, and time of the meeting, and for special meetings, the purpose of the meeting. When notices are sent, the secretary of the corpeetings must be sent to each director. The notice must be sent no less than seven (7) days nor more than 21 days before the date of the meeting. The notice should be sent to the director's address as ctors meetings. If no place is designated, then the place for the meeting will be the principal office of the corporation. Notice of Board of Directors Meetings. Written notice of board of directors mo the secretary of the corporation who will prepare and send written notice to all directors. Place of Board of Directors Meetings. The board of directors has the power to designate the place for direlled by either the president or the board of directors. The request for a special meeting must be made in writing that states the time, place, and purpose of the meeting. The request should be given ty. Sample Completed Corporate Bylaws 2 Special Meetings of the Board of Directors. Special meetings of the board of directors may be called at any time and for any purpose. These meetings may be cas at 11:00 o'clock p.m. This meeting is for the purpose of appointing officers and for transacting any other necessary business. If this day is a legal holiday, the meeting will be held on the next daof the shareholders. Date and Time of Annual Meeting of the Board of Directors. The annual board of directors meeting will be held on the First Tuesday of October of every year at the corporate officetors will be as shown in the Articles of Incorporation and may be amended. The number is currently three (3). Each director will hold office for one (1) year and will be elected at the annual meeting er to execute any evidence of indebtedness on behalf of the corporation; and the power to enter into contracts on behalf of the corporation. Number of Directors and Term of Office. The number of direce power to change the offices, registered agent, and registered office of the corporation; the power to issue shares of stock; the power to borrow money on behalf of the corporation, including the powged by the board of directors. The board of directors will have all powers available under state law, including, but not limited to: the power to appoint and remove officers, agents, and employees; thto be elected, the shareholder may vote all votes for a single director or spread the votes among directors in any manner. Powers of the Board of Directors. The affairs of the corporation will be manas Cumulative Voting Rights. For the election of directors, each shareholder may vote in a cumulative manner, if desired. Cumulative voting will mean that if each shareholder has one vote per director may be taken at a shareholders meeting may be taken instead without a meeting if a resolution is consented to, in writing, by all shareholders who would be entitled to vote on the matter. Shareholdera greater number is required by the Articles of Incorporation or by state law. Adjournment shall be by majority vote of those shares entitled to vote. Shareholders Consent Resolutions. Any action thatn that is entitled to vote as shown on the stock transfer book will have one vote. The vote of the holders of a majority of the shares entitled to vote will be sufficient to decide any matter, unless ng for which they are intended. Attendance at the meeting by a shareholder for which a proxy has been authorized always revokes the proxy. Shareholders Voting. Each outstanding share of the corporatioof the corporation prior to the stated time of the meeting. No proxy may be valid for over 11 months, unless the proxy specifically states otherwise. Proxies may always be revokable prior to the meetieave prior to adjournment. Shareholders Proxies. At all meetings of shareholders, a shareholder may vote by signed proxy or by power of attorney. To be valid, a proxy must be filed with the secretary f the outstanding shares that are entitled to vote at the meeting, whether in person or represented by proxy. Once a quorum is present, business may be conducted at the meeting, even if shareholders lto receive notice, vote, or receive dividends is also entitled to examine this list and the corporate stock transfer book. Shareholders Quorum. A quorum for a shareholders meeting will be a majority omeetings, or receive dividends will be prepared by Sample Completed Corporate Bylaws 1 the secretary when necessary and provided to the officers of the corporation. Every shareholder who is entitled stock transfer book at the close of business on the Record Date will be entitled to receive notice, vote at meetings, or receive dividends. A list of shareholders entitled to receive notice, vote at nds are those who are recorded in the stock transfer book upon the closing of the book. Instead of closing the book, the board of directors may also set a Record Date. The shareholders recorded in theay order that the corporate stock transfer book be closed for 30 days prior to a meeting or the issuance of a dividend. The shareholders entitled to receive notice, vote at meetings, or receive dividereholders Entitled to Notice, to Vote, or to Dividends. For the purpose of determining which shareholders are entitled to notice, to vote at meetings, or to receive dividends, the board of directors m must prepare an Affidavit of Mailing of Notices. Shareholders may waive notice of meetings if done in writing, except that attendance at a meeting is considered a waiver of notice of the meeting. Shaok. The notice will include the place, date, and time of the meeting. Notices for special meetings must also include the purpose of the meeting. When notices are sent, the secretary of the corporationnotice must be sent no less than seven (7) days nor more than 21 days before the date of the meeting. The notice should be sent to the shareholder's address as shown in the corporate stock transfer boll be the principal office of the corporation. Notice of Shareholders Meetings. Written notice of shareholders meetings must be sent to each shareholder of record entitled to vote at the meeting. The f the meeting signed by all shareholders designates the place for the meeting. If no place is designated, either by the board of directors or all of the shareholders, then the place for the meeting wirs of record who are entitled to vote at the meeting. Place of Shareholders Meetings. The board of directors has the power to designate the place for shareholders meetings, unless a waiver of notice ot be made in writing that states the time, place, and purpose of the meeting. The request should be given to the secretary of the corporation who will prepare and send written notice to all shareholde any purpose. These meetings may be called by either the president or the board of directors or upon request of 25 percent of the shareholders of the corporation. The request for a special meeting musther necessary business. If this day is a legal holiday, the meeting will be held on the next day. Shareholders Special Meetings. Special meetings of the shareholders may be called at any time and for be held on the First Tuesday in October of every year at the corporate offices of the corporation at 10:00 o'clock a.m. This meeting is for the purpose of electing directors and for transacting any od of directors also has the power to designate the corporation's registered agent, who may be an officer or director. Date and Time of Shareholders Annual Meeting. The annual shareholders meeting willnd Registered Agent. The board of directors has the power to determine the location of the corporation's principal place of business and registered office, that need not be the same location. The boarporation Sample Clauses for Corporate Bylaws 10 Sample Completed Corporate Bylaws Bylaws of ABCXYZ Corporation, a corporation incorporated under the laws of the State of Superior Corporate Office anted Name of Chairperson of Board Approved by the Shareholders on ____________ , 20 ___ ____________________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Cor____________________ Printed Name of Secretary of Corporation Adopted by the Board of Directors on ____________ , 20 ___ ____________________ Signature of Chairperson of Board ____________________ Prie subject to approval by majority vote of the shareholders at any annual or special meeting. Signatures Clause Dated: ____________ , 20 ___ ____________________ Signature of Secretary of Corporation the Bylaws Amendments to the Bylaws. These bylaws may be amended in any manner by majority vote of the board of directors at any annual or special meeting. Any amendments by the board of directors aricer or director of the corporation unless the loan has been approved by a majority of the shares of all stock of the corporation, including those shares that do not have voting rights. Amendments to specific instances or a general authorization. Sample Clauses for Corporate Bylaws 9 Loans to Officers or Directors Loans to Officers or Directors. The corporation may not lend any money to an off resolution of the board of directors. No documents may be executed on behalf of the corporation unless authorized by a resolution of the board of directors. A board of directors resolution may be foro money will be borrowed or loaned by the corporation unless authorized by a resolution of the board of directors. No contracts will be entered into on behalf of the corporation unless authorized by a officer determined by resolution of the board of directors. All notes, mortgages, or other evidence of indebtedness shall be signed by an officer determined by resolution of the board of directors. Nncial Matters Financial Matters. The board of directors will determine the accounting methods and fiscal year of the corporation. All checks, drafts, or other methods for payment shall be signed by ane transferred on the stock transfer book of the corporation by the holder of the shares in whose name they were issued as shown on the stock transfer book, or by his or her legal representative. Fina certificate number, the number of shares, and the date of issue will be recorded by the secretary of the corporation in the corporate stock transfer book. Shares of the corporation's stock may only bthe board of directors. Certificates will be signed by all officers of the corporation. Certificates will be consecutively numbered. The name and address of the person receiving the issued shares, the salary even if he or she receives a salary as a director. Stock Certificates Stock Certificates. Certificates that represent shares of ownership in the corporation will be in the form designated by rporate Bylaws 8 Salaries of Officers Salaries of Officers. The salaries of the officers will be fixed by the board of directors and may be altered at any time by the board. An officer may receive aunds received into the corporate bank accounts as designated by the board of directors. The treasurer will also perform any other duties as prescribed by the board of directors. Sample Clauses for Cotodian of all corporate funds and securities. The treasurer will receive and pay out funds that are receivable or payable to the corporation from any source. The treasurer will deposit all corporate fcorporation's stock certificates. The secretary will also perform any other duties as prescribed by the board of directors. Duties of the Treasurer Duties of the Treasurer. The treasurer will be cusorporate stock transfer book, and corporate seal. The secretary will keep a list of the addresses of all shareholders, directors, and officers. The secretary will sign, along with other officers, the ep the minutes of all shareholders and directors meetings. The secretary will provide notices of all meetings as required by the bylaws. The secretary will be the custodian of the corporate records, crs and authority of the president. The vicepresident will also perform any other duties as prescribed by the board of directors. Duties of the Secretary Duties of the Secretary. The secretary will keesident. If the president is absent, dies, or is incapacitated, the vice-president will perform the duties of the president. When acting for the president, the vice-president will have all of the poweration. The president will preside at all shareholders and directors meetings, and perform any other duties as prescribed by the board of directors. Duties of the Vice-President Duties of the Vice-Prdent is the principal executive officer of the corporation and is subject to control by the board of directors. The president will supervise and control all of the business and activities of the corpovacancy in any office for any reason may be filled by the board of directors for the unexpired term. Sample Clauses for Corporate Bylaws 7 Duties of the President Duties of the President. The presiy be removed by the board of directors, with or without cause. Appointment of an officer does not create any contract rights for the officer. Filling Officers Vacancies Filling Officers Vacancies. A s at the first meeting of the board of directors. Each officer will hold office until death, resignation, or removal by the board of directors. Removal of Officers Removal of Officers. Any officer macretary. Any two or more offices may be held by the same person. Appointment and Terms of Officers Appointment and Terms of Officers. The officers of the corporation will be appointed by the director best interests of the corporation, using ordinary care and prudence. Number of Officers Number of Officers. The officers of the corporation will include a president, vicepresident, treasurer, and send reasonable care with regard to all actions taken on behalf of the corporation. Each director must perform his or her duties in good faith in a manner that he or she reasonably believes to be in theen if he or she receives a salary as an officer. Sample Clauses for Corporate Bylaws 6 Fiduciary Duty of Directors Fiduciary Duty of Directors. Each director owes a a fiduciary duty of good faith aing. Salaries of Directors Salaries of Directors. The salaries of the directors will be fixed by the board of directors and may be altered at any time by the board. A director may receive a salary ev may be filled by majority vote of the remaining directors, even if technically less than a quorum. A director elected to fill a remaining term will hold office until the next annual shareholders meetoved from office, with or without cause, at a special meeting of the shareholders called for that purpose. Filling Directors Vacancies Filling Directors Vacancies. A vacancy on the board of directors be taken at a directors meeting may be taken instead without a meeting if a resolution is consented to, in writing, by all directors. Removal of Directors Removal of Directors. A director may be remer is required by the Articles of Incorporation or state law. Adjournment shall be by majority vote. Board of Directors Consent Resolutions Board of Directors Consent Resolutions. Any action that mayBylaws 5 Board of Directors Voting Board of Directors Voting. Each director will have one vote. The vote of a majority of the directors will be sufficient to decide any matter, unless a greater numbdirectors meetings will be a majority of the directors. Once a quorum is present, business may be conducted at the meeting, even if directors leave prior to adjournment. Sample Clauses for Corporate ay waive notice of meetings if done in writing, except that attendance at a meeting is considered a waiver of notice of the meeting. Board of Directors Quorum Board of Directors Quorum. A quorum for ate, and time of the meeting, and for special meetings, the purpose of the meeting. When notices are sent, the secretary of the corporation must prepare an Affidavit of Mailing of Notices. Directors m__________ days nor more than _________ days before the date of the meeting. The notice should be sent to the director's address as shown in the corporate records. The notice will include the place, dtion. Notice of Board of Directors Meetings Notice of Board of Directors Meetings. Written notice of board of directors meetings must be sent to each director. The notice must be sent no less than __tors Meetings. The board of directors has the power to designate the place for directors meetings. If no place is designated, then the place for the meeting will be the principal office of the corporaof the meeting. The request should be given to the secretary of the corporation who will prepare and send written notice to all directors. Place of Board of Directors Meetings Place of Board of Direcand for any purpose. These meetings may be called by either the president or the board of directors. The request for a special meeting must be made in writing that states the time, place, and purpose y. Sample Clauses for Corporate Bylaws 4 Special Meetings of the Board of Directors Special Meetings of the Board of Directors. Special meetings of the board of directors may be called at any time _____ o'clock ___ . m. This meeting is for the purpose of appointing officers and for transacting any other necessary business. If this day is a legal holiday, the meeting will be held on the next da of the Board of Directors Date and Time of Annual Meeting of the Board of Directors. The annual board of directors meeting will be held on the ______________ of every year at the corporate offices atay be amended. The number is currently _________. Each director will hold office for ___________ year(s) and will be elected at the annual meeting of the shareholders. Date and Time of Annual Meeting contracts on behalf of the corporation. Number of Directors and Term of Office Number of Directors and Term of Office. The number of directors will be as shown in the Articles of Incorporation and m to issue shares of stock; the power to borrow money on behalf of the corporation, including the power to execute any evidence of indebtedness on behalf of the corporation; and the power to enter into, including, but not limited to, the power to appoint and remove officers, agents, and employees; the power to change the offices, registered agent, and registered office of the corporation; the powerthe Board of Directors Powers of the Board of Directors. The affairs of the corporation will be managed by the board of directors. The board of directors will have all powers available under state lawting will mean that if each shareholder has one vote per director to be elected, the shareholder may vote all votes for a single director or spread the votes among directors in any manner. Powers of orate Bylaws 3 Shareholders Cumulative Voting Rights Shareholders Cumulative Voting Rights. For the election of directors, each shareholder may vote in a cumulative manner, if desired. Cumulative vo at a shareholders meeting may be taken instead without a meeting if a resolution is consented to, in writing, by all shareholders who would be entitled to vote on the matter. Sample Clauses for Corpf Incorporation or by state law. Adjournment shall be by majority vote of those shares entitled to vote. Shareholders Consent Resolutions Shareholder Consent Resolutions. Any action that may be takenck transfer book will have one vote. The vote of the holders of a majority of the shares entitled to vote will be sufficient to decide any matter, unless a greater number is required by the Articles oing by a shareholder for which a proxy has been authorized always revokes the proxy. Shareholders Voting Voting. Each outstanding share of the corporation that is entitled to vote as shown on the stoproxy may be valid for over ___________ months, unless the proxy specifically states otherwise. Proxies may always be revokable prior to the meeting for which they are intended. Attendance at the meets of shareholders, a shareholder may vote by signed proxy or by power of attorney. To be valid, a proxy must be filed with the secretary of the corporation prior to the stated time of the meeting. No or represented by proxy. Once a quorum is present, business may be conducted at the meeting, even if shareholders leave prior to adjournment. Shareholders Proxies Shareholders Proxies. At all meetingporate Bylaws 2 Shareholders Quorum Shareholders Quorum. A quorum for a shareholders meeting will be a majority of the outstanding shares that are entitled to vote at the meeting, whether in person of the corporation. Every shareholder who is entitled to receive notice, vote, or receive dividends is also entitled to examine this list and the corporate stock transfer book. Sample Clauses for Cormeetings, or receive dividends. A list of shareholders entitled to receive notice, vote at meetings, or receive dividends will be prepared by the secretary when necessary and provided to the officers e book, the board of directors may also set a Record Date. The shareholders recorded in the stock transfer book at the close of business on the Record Date will be entitled to receive notice, vote at dividend. The shareholders entitled to receive notice, vote at meetings, or receive dividends are those who are recorded in the stock transfer book upon the closing of the book. Instead of closing thitled to notice, to vote at meetings, or to receive dividends, the board of directors may order that the corporate stock transfer book be closed for ______ days prior to a meeting or the issuance of af notice of the meeting. Shareholders Entitled to Notice, to Vote, or to Dividends Shareholders Entitled to Notice, to Vote, or to Dividends. For the purpose of determining which shareholders are entsecretary of the corporation must prepare an Affidavit of Mailing of Notices. Shareholders may waive notice of meetings if done in writing, except that attendance at a meeting is considered a waiver o corporate stock transfer book. The notice will include the place, date, and time of the meeting. Notices for special meetings must also include the purpose of the meeting. When notices are sent, the to vote at the meeting. The notice must be sent no less than _____ days nor more than _____ days before the date of the meeting. The notice should be sent to the shareholder's address as shown in thee the principal office of the corporation. Notice of Shareholders Meetings Notice of Shareholders Meetings. Written notice of shareholders meetings must be sent to each shareholder of record entitlede meeting signed by all shareholders designates the place for the meeting. If no place is designated, either by the board of directors or all of the shareholders, then the place for the meeting will brporate Bylaws 1 Place of Shareholders Meetings Place of Shareholders Meetings. The board of directors has the power to designate the place for shareholders meetings, unless a waiver of notice of th. The request should be given to the secretary of the corporation who will prepare and send written notice to all shareholders of record who are entitled to vote at the meeting. Sample Clauses for Corectors, or upon request of __________ percent of the shareholders of the corporation. The request for a special meeting must be made in writing that states the time, place, and purpose of the meetingcial Meetings Shareholders Special Meetings. Special meetings of the shareholders may be called at any time and for any purpose. These meetings may be called by either the president or the board of di. m. This meeting is for the purpose of electing directors and for transacting any other necessary business. If this day is a legal holiday, the meeting will be held on the next day. Shareholders Speg Date and Time of Shareholders Annual Meeting. The annual shareholders meeting will be held on the ____________________ of every year at the corporate offices of the corporation at _____ o'clock ___ eed not be the same location. The board of directors also has the power to designate the corporation's registered agent, who may be an officer or director. Date and Time of Shareholders Annual Meetinnd Registered Agent Corporate Office and Registered Agent. The board of directors has the power to determine the location of the corporation's principal place of business and registered office, that ncklist 2 Sample Clauses for Corporate Bylaws Title Bylaws of ____________________________________ , a corporation incorporated under the laws of the State of ___________________ Corporate Office arights to transfer shares of stock (if any) How corporate financial matters are to be handled Whether officers or directors can borrow money from the corporation Bylaw amendment procedures Bylaws Cheduty of directors Number of officers and term of office Removing and filling vacancies of officers Salaries of officers Duties of officers How stock certificates are to be handled Restrictions on the hecklist 1 ? ? ? ? ? ? ? ? ? ? ? ? ? ? Quorum and votes required for actions by directors Directors consent resolutions Removing and filling vacancies of directors Salaries of directors Fiduciary rm of office for directors Directors election procedures Date, time, and place of annual directors meeting Procedures for special directors meetings Notice and waivers for directors meetings Bylaws C Quorum and votes required for actions of shareholders Shareholders proxy requirements Shareholders consent resolutions Shareholders cumulative voting rights Powers of directors Number of directors Teporation Date, time, and place of annual shareholders meeting Procedures for special shareholders meetings Notice and waivers for shareholders meetings Voting eligibility requirements for shareholderse in your case. Bylaws Checklist ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Power to designate the location of principal office of the corporation Power to designate the registered office and agent of the cornt of corporate bylaws, there may be specific guidelines or restrictions in your state. Please consult your Secretary of State's website to determine whether any of these restrictions may be applicablws should be both formally adopted at the first board of directors meeting and approved at the first shareholders meeting. NOTE: While there are generally few state-specific requirements for the conteylaws you will need to: i) ensure that the included provisions comply with your state's corporate requirements and ii) insert your corporation's information in the blanks provided. Your completed bylampleted sample of the bylaws. Blank Bylaws In the alternative, you may use the enclosed blank corporate bylaws. These bylaws include the more standard clauses used by corporations. To complete these ban use the kit's sample clauses to compose your bylaws. Choose the clauses that you wish to include. Cut and paste these provisions into another document. For you reference, we have also included a coe rights and responsibilities of the officers · Financial matters · Methods for amending the bylaws You can use this kit to help you compose your corporation's bylaws in two ways: Sample Clauses You cor the internal management of the company. Typically, the bylaws cover five general areas: · The rights and responsibilities of the shareholders · The rights and responsibilities of the directors · Tht of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Corporate Bylaws Kit The bylaws can contain very specific or very general provisions fuse, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way ouforms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of s for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the erms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for any of the materialr No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the "Disclaimers and Tpacket are the following: · · · · · Instructions for preparing Corporate Bylaws Bylaws Checklist Sample Clauses for Corporate Bylaws Sample Completed Corporate Bylaws Blank Corporate Bylaws Disclaimeple bylaws provided below specify that the power to amend the bylaws is vested in the board of directors, but that the shareholders have the power to approve or reject any amendment. Included in this ded. They are generally able to be amended by vote of the board of directors, unless the Articles of Incorporation or the bylaws themselves have transferred that authority to the shareholders. The samons cover relatively standard procedural questions, relating to quorums, voting, and stock. Other provisions may need to be specifically tailored to the type of business for which the bylaws are intenframework for the business. The bylaws are the internal document that will contain the basic rules on how the corporation is to be run. Every corporation must have a set of bylaws. Many of the provisiticles of Incorporation, the bylaws provide a clear outline of the rights and responsibilities of all parties to a corporation. In particular, the bylaws provide the actual details of the operational ting your corporation's bylaws. The bylaws of a corporation are the third part of the triangle that provides the framework for the management of the corporate business. Along with state law and the ArInformation Corporate Bylaws Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This packet includes instructions and materials that will aid you in preparing and draf Vermont