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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
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.
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
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
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
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.