Bylaws for Corporations

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For use when setting up the structure and operation of your corporation. These Bylaws set out the number of directors and officers of the company, how they are elected, when formal meetings must be held and how any board vacancies will be filled.

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By-Laws are like the official rule book of a corporation. They provide the corporation with the basic framework which governs how a company operates. By-Laws will set forth the rights and responsibilities of the officers, directors and shareholders. Some of the provisions contained in By-Laws are fairly standard, such as setting out voting procedures, or the issuance of company stock. Other provisions unique to your company requirements can be added accordingly. By-Laws should always include information pertaining to the rights and responsibilities of the shareholders, directors and officers. They also need to outline a protocol for handling financial matters and a procedure for amending the By-Laws. Once the document is prepared the directors and shareholders will need to formally adopt the By-Laws at their first meeting. These forms are not filed with the state (as are the Articles of Incorporation) but are kept in the corporate record book of the corporation. While By-Laws are used by corporations, they are also used with other types of business entities such as limited liability companies and partnerships.

It is important to note that properly drafted corporate documents are not only good business but can protect you from lawsuits in the future. It is important to have all of the company's corporate documents up-to-date and in place. Failure to do so could result in personal liability should a lawsuit ever arise. This is called "piercing the corporate veil"

Protect Yourself and Your Company by using our accurate and up-to-date forms

Among others, this form contains the following provisions:
  • Title: Designates the name of the corporation, the state where incorporated, address of the corporate office and name and address of resident agent
  • Shareholder Clauses: Includes information regarding meetings, rules for voting, rights and responsibilities
  • Board of Director Clauses: Establishes the powers and responsibilities of the board, and addresses meetings, and voting rules
  • Officer Clauses: Sets out the salaries of the Officers, their rights and responsibilities, their appointment and removal
  • Financial and Stock Clauses: Sets out the procedures and rules for handling financial matters for the company, and handling stock

This attorney prepared packet includes:
  1. Information about the Corporate By-Laws Kit
  2. Instructions for the Corporate By-Laws Kit
  3. By-Laws Checklist
  4. Sample Clauses for Corporate By-Laws
  5. Sample Completed Corporate By-Laws
State Law Compliance: This form complies with the laws of your state
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Corporate Bylaws Kit







This Packet Includes:
1. General InstructionsC
2. Information
3. Corporate Bylaws Kit
4. Bylaws Checklist
5. Sample Clauses for Corporate Bylaws
6. Sample Completed Corporate Bylaws
7. Blank Corporate Bylaws





General Instructions
Corporate Bylaws Kit

   The bylaws can contain very specific or very general provisions for 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
 The rights and responsibilities of the officers
 Financial matters
 Methods for amending the bylaws

   You can use this kit to help you compose your corporations bylaws in two ways:

   Sample Clauses

   You can use the kits 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 completed 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 bylaws you will need to: i) ensure that the included provisions comply with your states corporate requirements and ii) insert your corporations information in the blanks provided.

   Your completed bylaws 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 content of corporate bylaws, there may be specific guidelines or restrictions in your state.  Please consult your Secretary of States website to determine whether any of these restrictions may be applicable in your case.






Information
Corporate Bylaws Kit

This packet includes instructions and materials that will aid you in preparing and drafting your corporations 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 Articles 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 framework 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 provisions 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 intended.  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 sample 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.






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Bylaws Checklist

?   Power to designate the location of principal office of the corporation

?   Power to designate the registered office and agent of the corporation

?   Date, time, and place of annual shareholders meeting

?   Procedures for special shareholders meetings

?   Notice and waivers for shareholders meetings

?   Voting eligibility requirements for shareholders

?   Quorum and votes required for actions of shareholders

?   Shareholders proxy requirements

?   Shareholders consent resolutions

?   Shareholders cumulative voting rights

?   Powers of directors

?   Number of directors

?   Term 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

?   Quorum and votes required for actions by directors

?   Directors consent resolutions

?   Removing and filling vacancies of directors

?   Salaries of directors

?   Fiduciary duty 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 rights 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

Sample Clauses for Corporate Bylaws

Title


Bylaws of ____________________________________ ,
a corporation incorporated under the laws of the
State of ___________________


Corporate Office and Registered Agent


Corporate Office and Registered Agent.  The board of directors has the power to determine the location of the corporations principal place of business and registered office that need not be the same location.  The board of directors also has the power to designate the corporations registered agent, who may be an officer or director.
 


Date and Time of Shareholders Annual Meeting


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 _____ oclock ___ . 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 Special 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 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 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 shareholders of record who are entitled to vote at the meeting.

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 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 will be 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 entitled 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 shareholders address as shown in the 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 secretary 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 of 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 entitled 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 a 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 the 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 meetings, 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 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.

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 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 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 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.  Attendance at the meeting 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 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 Articles of 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 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.


Shareholders Cumulative Voting Rights


Shareholders 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 to 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


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 law, 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 power 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 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 may 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 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 at _____ oclock ___ . 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 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 and 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 of 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 Directors 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 corporation.



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 ____________ days nor more than _________ days before the date of the meeting.  The notice should be sent to the directors address as 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 corporation 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.


Board of Directors Quorum


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 adjournment.


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 number 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 may 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 removed 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 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 meeting.


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 even if he or she receives a salary as an officer.


Fiduciary Duty of Directors


Fiduciary Duty of Directors. Each director owes a fiduciary duty of good faith and 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 the 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, vice-president, treasurer, and secretary.  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 directors 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 may 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 vacancy in any office for any reason may be filled by the board of directors for the unexpired term.

Duties of the President


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 supervise 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 board of directors.



Duties of the Vice-President


Duties of the Vice-President. 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 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


Duties of the Secretary. The secretary 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 records, 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 officers, the corporations 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 custodian 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 funds 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.
 
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 a 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 the 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 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 corporations 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 transfer book, or by his or her legal representative.


Financial 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 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 resolution 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 the 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 board of directors resolution may be for specific instances or a general authorization.

Loans to Officers or Directors


Loans to Officers or Directors. The 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 shares that do not have voting rights.


Amendments to 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 are subject to approval by majority vote of the shareholders at any annual or special meeting.


Signatures Clause


Dated: ____________ , 20 ___

____________________
Signature of Secretary of Corporation

____________________
Printed Name of Secretary of Corporation

Adopted by the Board of Directors on ____________ , 20 ___

____________________
Signature of Chairperson of Board

____________________
Printed Name of Chairperson of Board

Approved by the Shareholders on ____________ , 20 ___

____________________
Signature of Secretary of Corporation

____________________
Printed Name of Secretary of Corporation

Sample Completed Corporate Bylaws

Bylaws of ABCXYZ Corporation, a corporation incorporated
under the laws of the State of Superior

Corporate Office and Registered Agent. The board of directors has the power to determine the location of the corporations principal place of business and registered office that need not be the same location.  The board of directors also has the power to designate the corporations 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 First Tuesday in October of every year at the corporate offices of the corporation at 10:00 oclock a.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 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 directors or upon request of 25 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 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 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 of 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 will 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 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 shareholders address as shown in the 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 secretary 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 of notice of the meeting.

Shareholders 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 may 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 dividends 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 the 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 meetings, or 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 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 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 leave 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 of 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 meeting 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 corporation 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 a 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 that 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.

Shareholders 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 to 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 managed 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; the 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 power 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 directors 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 of 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 offices at 11:00 oclock 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 day.
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 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 of 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. 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 corporation.

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 seven (7) days nor more than 21 days before the date of the meeting.  The notice should be sent to the directors address as 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 corporation 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.

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 adjournment.

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 Articles 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 meeting 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 called 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 elected 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 at 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 fiduciary duty of good faith and 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 the best interests of the corporation, using ordinary care and prudence.

Number of Officers. The officers of the corporation will include a president, vice-president, treasurer, 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 meeting 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, with 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 directors 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 supervise 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 board of directors.

Duties of the Vice-President. 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 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 secretary 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 records, 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 officers, the corporations 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 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 funds 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.

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 a salary even if he or she receives a salary as a director.

Stock Certificates. 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.  Certificates 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 of the corporation in the corporate stock transfer book.  Shares of the corporations 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 transfer 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 methods 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 resolution 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 the 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 board 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 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 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 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

Mary 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 of 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

Bylaws of ____________________________________ ,
a corporation incorporated under the laws of the
State of ___________________


Corporate Office and Registered Agent.  The board of directors has the power to determine the location of the corporations principal place of business and registered office that need not be the same location.  The board of directors also has the power to designate the corporations 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 year at the corporate offices of the corporation at _____ oclock ___ . 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 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 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 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 shareholders 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 of 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 will 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 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 shareholders address as shown in the 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 secretary 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 of notice of the meeting.

Shareholders 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 may order that the corporate stock transfer 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 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 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 meetings, or 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 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 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 leave 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 of the corporation prior to the stated time of the 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.  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 corporation 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 a 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.

Shareholder Consent Resolutions. Any action that 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.

Shareholders 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 to 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 managed 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; the 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 power 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 directors will be as shown in the Articles of Incorporation and may 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 of the Board of Directors. The annual board of directors meeting will be held on the ______________ of every year at the corporate offices at _____ oclock ___ . 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 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 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 of 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. 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 corporation.

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 ____________ days nor more than _________ days before the date of the meeting.  The notice should be sent to the directors address as 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 corporation 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.

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 adjournment.

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 Articles 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 meeting 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 called 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 elected 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 at 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 fiduciary duty of good faith and 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 the best interests of the corporation, using ordinary care and prudence.

Number of Officers. The officers of the corporation will include a president, vice-president, treasurer, and secretary.  Any two 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 meeting 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, with 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 directors 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 supervise 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 board of directors.

Duties of the Vice-President. 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 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 secretary 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 records, 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 officers, the corporations 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 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 funds 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.

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 a salary even if he or she receives a salary as a director.

Stock Certificates. 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.  Certificates 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 of the corporation in the corporate stock transfer book.  Shares of the corporations 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 transfer 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 methods 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 resolution 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 the 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 board 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 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 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 are subject to approval by majority vote of the shareholders at any annual or special meeting.


[Remainder of page intentionally left blank]




Dated: ____________ , 20 ___

______________________________________
Signature of Secretary of Corporation

______________________________________
Printed Name of Secretary of Corporation




Adopted by the Board of Directors on ____________ , 20 ___

______________________________________
Signature of Chairperson of Board

______________________________________
Printed Name of Chairperson of Board




Approved by the Shareholders on ____________ , 20 ___

______________________________________
Signature of Secretary of Corporation

______________________________________
Printed Name of Secretary of Corporation
Number of Pages25
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#22221
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Corporate Bylaws Kit







This Packet Includes:
1. General InstructionsC
2. Information
3. Corporate Bylaws Kit
4. Bylaws Checklist
5. Sample Clauses for Corporate Bylaws
6. Sample Completed Corporate Bylaws
7. Blank Corporate Bylaws





General Instructions
Corporate Bylaws Kit

   The bylaws can contain very specific or very general provisions for 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
 The rights and responsibilities of the officers
 Financial matters
 Methods for amending the bylaws

   You can use this kit to help you compose your corporations bylaws in two ways:

   Sample Clauses

   You can use the kits 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 completed 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 bylaws you will need to: i) ensure that the included provisions comply with your states corporate requirements and ii) insert your corporations information in the blanks provided.

   Your completed bylaws 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 content of corporate bylaws, there may be specific guidelines or restrictions in your state.  Please consult your Secretary of States website to determine whether any of these restrictions may be applicable in your case.






Information
Corporate Bylaws Kit

This packet includes instructions and materials that will aid you in preparing and drafting your corporations 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 Articles 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 framework 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 provisions 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 intended.  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 sample 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.






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Bylaws Checklist

?   Power to designate the location of principal office of the corporation

?   Power to designate the registered office and agent of the corporation

?   Date, time, and place of annual shareholders meeting

?   Procedures for special shareholders meetings

?   Notice and waivers for shareholders meetings

?   Voting eligibility requirements for shareholders

?   Quorum and votes required for actions of shareholders

?   Shareholders proxy requirements

?   Shareholders consent resolutions

?   Shareholders cumulative voting rights

?   Powers of directors

?   Number of directors

?   Term 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

?   Quorum and votes required for actions by directors

?   Directors consent resolutions

?   Removing and filling vacancies of directors

?   Salaries of directors

?   Fiduciary duty 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 rights 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

Sample Clauses for Corporate Bylaws

Title


Bylaws of ____________________________________ ,
a corporation incorporated under the laws of the
State of ___________________


Corporate Office and Registered Agent


Corporate Office and Registered Agent.  The board of directors has the power to determine the location of the corporations principal place of business and registered office that need not be the same location.  The board of directors also has the power to designate the corporations registered agent, who may be an officer or director.
 


Date and Time of Shareholders Annual Meeting


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 _____ oclock ___ . 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 Special 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 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 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 shareholders of record who are entitled to vote at the meeting.

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 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 will be 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 entitled 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 shareholders address as shown in the 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 secretary 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 of 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 entitled 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 a 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 the 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 meetings, 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 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.

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 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 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 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.  Attendance at the meeting 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 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 Articles of 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 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.


Shareholders Cumulative Voting Rights


Shareholders 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 to 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


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 law, 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 power 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 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 may 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 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 at _____ oclock ___ . 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 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 and 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 of 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 Directors 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 corporation.



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 ____________ days nor more than _________ days before the date of the meeting.  The notice should be sent to the directors address as 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 corporation 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.


Board of Directors Quorum


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 adjournment.


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 number 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 may 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 removed 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 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 meeting.


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 even if he or she receives a salary as an officer.


Fiduciary Duty of Directors


Fiduciary Duty of Directors. Each director owes a fiduciary duty of good faith and 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 the 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, vice-president, treasurer, and secretary.  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 directors 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 may 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 vacancy in any office for any reason may be filled by the board of directors for the unexpired term.

Duties of the President


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 supervise 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 board of directors.



Duties of the Vice-President


Duties of the Vice-President. 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 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


Duties of the Secretary. The secretary 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 records, 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 officers, the corporations 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 custodian 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 funds 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.
 
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 a 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 the 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 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 corporations 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 transfer book, or by his or her legal representative.


Financial 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 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 resolution 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 the 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 board of directors resolution may be for specific instances or a general authorization.

Loans to Officers or Directors


Loans to Officers or Directors. The 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 shares that do not have voting rights.


Amendments to 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 are subject to approval by majority vote of the shareholders at any annual or special meeting.


Signatures Clause


Dated: ____________ , 20 ___

____________________
Signature of Secretary of Corporation

____________________
Printed Name of Secretary of Corporation

Adopted by the Board of Directors on ____________ , 20 ___

____________________
Signature of Chairperson of Board

____________________
Printed Name of Chairperson of Board

Approved by the Shareholders on ____________ , 20 ___

____________________
Signature of Secretary of Corporation

____________________
Printed Name of Secretary of Corporation

Sample Completed Corporate Bylaws

Bylaws of ABCXYZ Corporation, a corporation incorporated
under the laws of the State of Superior

Corporate Office and Registered Agent. The board of directors has the power to determine the location of the corporations principal place of business and registered office that need not be the same location.  The board of directors also has the power to designate the corporations 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 First Tuesday in October of every year at the corporate offices of the corporation at 10:00 oclock a.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 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 directors or upon request of 25 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 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 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 of 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 will 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 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 shareholders address as shown in the 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 secretary 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 of notice of the meeting.

Shareholders 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 may 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 dividends 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 the 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 meetings, or 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 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 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 leave 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 of 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 meeting 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 corporation 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 a 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 that 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.

Shareholders 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 to 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 managed 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; the 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 power 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 directors 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 of 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 offices at 11:00 oclock 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 day.
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 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 of 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. 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 corporation.

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 seven (7) days nor more than 21 days before the date of the meeting.  The notice should be sent to the directors address as 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 corporation 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.

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 adjournment.

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 Articles 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 meeting 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 called 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 elected 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 at 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 fiduciary duty of good faith and 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 the best interests of the corporation, using ordinary care and prudence.

Number of Officers. The officers of the corporation will include a president, vice-president, treasurer, 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 meeting 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, with 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 directors 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 supervise 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 board of directors.

Duties of the Vice-President. 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 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 secretary 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 records, 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 officers, the corporations 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 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 funds 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.

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 a salary even if he or she receives a salary as a director.

Stock Certificates. 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.  Certificates 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 of the corporation in the corporate stock transfer book.  Shares of the corporations 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 transfer 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 methods 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 resolution 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 the 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 board 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 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 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 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

Mary 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 of 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

Bylaws of ____________________________________ ,
a corporation incorporated under the laws of the
State of ___________________


Corporate Office and Registered Agent.  The board of directors has the power to determine the location of the corporations principal place of business and registered office that need not be the same location.  The board of directors also has the power to designate the corporations 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 year at the corporate offices of the corporation at _____ oclock ___ . 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 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 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 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 shareholders 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 of 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 will 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 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 shareholders address as shown in the 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 secretary 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 of notice of the meeting.

Shareholders 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 may order that the corporate stock transfer 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 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 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 meetings, or 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 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 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 leave 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 of the corporation prior to the stated time of the 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.  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 corporation 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 a 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.

Shareholder Consent Resolutions. Any action that 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.

Shareholders 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 to 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 managed 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; the 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 power 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 directors will be as shown in the Articles of Incorporation and may 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 of the Board of Directors. The annual board of directors meeting will be held on the ______________ of every year at the corporate offices at _____ oclock ___ . 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 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 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 of 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. 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 corporation.

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 ____________ days nor more than _________ days before the date of the meeting.  The notice should be sent to the directors address as 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 corporation 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.

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 adjournment.

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 Articles 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 meeting 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 called 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 elected 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 at 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 fiduciary duty of good faith and 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 the best interests of the corporation, using ordinary care and prudence.

Number of Officers. The officers of the corporation will include a president, vice-president, treasurer, and secretary.  Any two 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 meeting 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, with 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 directors 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 supervise 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 board of directors.

Duties of the Vice-President. 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 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 secretary 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 records, 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 officers, the corporations 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 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 funds 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.

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 a salary even if he or she receives a salary as a director.

Stock Certificates. 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.  Certificates 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 of the corporation in the corporate stock transfer book.  Shares of the corporations 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 transfer 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 methods 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 resolution 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 the 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 board 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 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 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 are subject to approval by majority vote of the shareholders at any annual or special meeting.


[Remainder of page intentionally left blank]




Dated: ____________ , 20 ___

______________________________________
Signature of Secretary of Corporation

______________________________________
Printed Name of Secretary of Corporation




Adopted by the Board of Directors on ____________ , 20 ___

______________________________________
Signature of Chairperson of Board

______________________________________
Printed Name of Chairperson of Board




Approved by the Shareholders on ____________ , 20 ___

______________________________________
Signature of Secretary of Corporation

______________________________________
Printed Name of Secretary of Corporation
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