DIY Legal Forms

“Help us to stay online by your kind donation.

Every penny will help.”


Model Bylaws Professional Corporation

[name of corporation]

1. Principal Office. The address of the principal office of [name of corporation] is [address]. If the business of the corporation (Corporation) requires other offices, those may be established.

2. Shareholders' Meetings.

a. Annual Meeting. The shareholders' annual meeting will be on the [number] day of [month] at [time] AM [PM] [time zone]. If that day is a legal holiday, the meeting will be on the next business day that is not a legal holiday.

b. Special Meetings. The President or Board of Directors of Corporation may call a special meeting, or ........ percent (........%) of the shareholders entitled to vote at a special meeting may request that such a meeting be called.

c. Notice. The place, date, time, and subject matter of any regular or special meeting are to be included in the notice of that meeting. Each shareholder of record will be personally given written notice not less than ten nor more than sixty days before the meeting at the address that appears on the record of shareholders.

d. Quorum. A quorum is a majority of the voting shares being present in person or by proxy (unless a larger number is required by law). If a quorum is not present, the holders of a majority of voting shares present have the power to adjourn the meeting. Business that would have been transacted at the original meeting may be transacted at the adjourned meeting.

e. Voting.

i. Each shareholder is entitled to one vote for each share that appears in the shareholder's name on the shareholder's record. A vote of the majority of the shares represented at the meeting, personally or by proxy, will determine corporate action.

ii. Voting Trust Agreements. A shareholder may not enter into a voting trust agreement with another person.

3. Shares and Shareholders.

a. Qualifications to Hold Shares. Shareholders must be [nature of profession, e.g., medical doctor, attorney-at-law] licensed in compliance with the laws of [state].

b. Certificates. Each share of the professional corporation is to be evidenced by a numbered certificate. That certificate must contain the restrictions on sale and transfer set forth below. It shall be signed by the President and Secretary of Corporation. Full records shall be kept of the sale of each certificate.

c. Ineligibility. Should any shareholder become legally unable for any reason to perform the professional services that are the purpose of Corporation, his employment with Corporation shall be terminated. Thereafter, he may not share in any earnings or profits realized by Corporation.

d. Number of Stockholders. Corporation shall not have more than [number of persons] as shareholders of record at any one time.

e. Sale of Shares. Only a shareholder of record or the shareholder's duly authorized attorney may make a transfer of shares on the books of Corporation. Shares may not be sold or transferred to a person who is not eligible to be a shareholder under Paragraph 3(a).

f. Informal Action of Shareholders. A written consent, describing the action to be taken, and signed by all of the shareholders entitled to vote in regard to this action, may be substituted for a meeting of the shareholders in regard to the action.

g. Proxies. A written proxy may be given by anyone entitled to vote at a shareholders' meeting. These proxies (i) must be executed by the shareholder or his agent and (ii) are valid only if given to another shareholder of Corporation.

4. Board of Directors.

a. Qualifications. The Board of Directors shall be made up of [number] persons. All members of the Board shall be licensed to practice [nature of practice] in [state]. If a member of the Board becomes ineligible to practice the profession for which Corporation was organized, the member will cease to be a Director from the time of the disqualification, and the office will become vacant.

b. Vacancies. Special meetings shall be called for the purpose of filling vacancies on the Board of Directors. These meetings are to be called within [number] days from the time the vacancy occurs. At these meetings, the remaining members of the Board will elect a new Director by majority vote. A Director elected in this manner holds his office until the next annual meeting of shareholders.

c. Duties. The Board will exercise all corporate powers in the control and management of Corporation. These duties are subject to any limitations contained in the Articles of Incorporation or these Bylaws.

d. Meetings. The Board shall meet annually. The President, Vice-President, or [number] Directors are empowered to call any other special meetings of the Board.

e. Notice of Meetings. Notice of the Board's annual meeting is not required to be given to the Directors. The Secretary must give notice of any special meeting at least [number] days in advance of that meeting. Notice may be given in person or by mail to the last known address of the Director as shown on the records of Corporation.

f. Waiver of Notice. When a Director attends a meeting, the Director thereby waives notice of that meeting unless the Director attends the meeting for the express purpose of objecting to any transaction of business at the meeting by claiming that the meeting is not lawfully called.

g. Quorum. A majority of the Directors constitutes a quorum. A vote of the majority of that quorum is necessary to approve any action taken by the Board.

h. Informal Action. If a written consent, setting forth the action to be taken by the Board, is signed by all Directors entitled to vote, the Directors may in this manner take action, without a formal meeting.

5. Officers.

a. Positions. Corporation shall have as its officers a president, vice-president, secretary, treasurer, and any other officers that the Board shall elect. All officers must be licensed to practice [nature of practice] in [state].

b. Election of Officers. The Board will elect officers annually at its regular meeting.

c. Termination of Position. An officer may resign, be removed from office, or become ineligible to serve due to his loss of qualifications to practice [nature of practice].

i. Removal. A vote of the majority of the Board is required to remove an officer. The criterion the Board should follow is their judgment that removal would best serve the interests of Corporation.

ii. Vacancies. Vacancies in offices are to be filled, at any time, by an election held by the Board of Directors.

d. Duties. The officers have all powers and duties generally associated with their positions in addition to any powers given to them by the Board of Directors.

6. Amendments. Amendments or additions to these Bylaws, repeal of them, or adoption of new Bylaws may be carried out at any meeting of the Board of Directors at which a quorum is present. A majority vote of the Directors present at the meeting is required for action to be taken in regard to the Bylaws.