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Model Bylaws Stock Corporation
[name of corporation]
1.01. The principal office of the corporation (Corporation) in
[state] is located in [city, county]. Corporation may have other
offices, within or without [state], as the Board of Directors may
designate or as the business of Corporation may require.
The registered office of Corporation, required by the [state]
Business Corporation Act to be maintained in [state], may be identical
with the principal office in [state]. The address of the registered
office may be changed by the Board of Directors.
2.01. Annual Meeting. The annual meeting of the shareholders
will be held on the [number] day of [month] in each year, beginning
with the year [year], at [hour] AM [PM] [time zone] or at any
other time and day within that month that is fixed by the Board of
Directors, for the purpose of electing Directors and for the transaction
of any other business that may come before the meeting. If the day
fixed for the annual meeting is a legal holiday in [state], the
meeting shall be held on the next succeeding business day. If the
election of Directors is not held on the day designated for any annual
meeting of the shareholders or at any adjournment of the meeting, the
Board of Directors shall call for the election to be held at a special
meeting of the shareholders as soon thereafter as possible.
2.02. Special Meetings. Special meetings of the shareholders,
for any purpose, may be called by the President or by the Board of
Directors. A special meeting must be called by the President if
requested by the holders of not less than ........ percent (........%)
of all outstanding shares of Corporation entitled to vote at the
meeting. The provisions of this Section are subordinate to any
statutory provisions that may require a different procedure.
2.03. Meeting Place. The Board of Directors may designate any
place within or without [state], as the meeting place for any annual
meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, within or without [state], as the
place for the meeting described in the waiver. If no designation is
made, or if a special meeting is called in a different manner than that
described in this Section, the place of meeting shall be the principal
office of Corporation in [state].
2.04. Notice of Meeting. Written notice stating the place,
day, and hour of the meeting and, in case of a special meeting, the
purpose for which the meeting is called, shall be delivered not less
than ten nor more than fifty days before the date of the meeting, either
personally or by mail, to each shareholder of record entitled to vote at
the meeting. If mailed, the notice shall be deemed to be delivered when
deposited in the U.S. mail, addressed to the shareholder at the address
as it appears on the stock transfer books of Corporation, with postage
prepaid. The provisions of this Section are subordinate to any
statutory provisions that may require a different procedure.
2.05. Closing of Transfer Books or Fixing of Record Date. To
determine which shareholders are entitled to:
a. Receive notice of any meeting
b. Vote at any meeting
c. Receive payment of any dividend
or to identify shareholders for any other proper purpose, the Board of
Directors may close the stock transfer books for a stated period not to
exceed fifty days. If the stock transfer books are closed to determine
which shareholders are entitled to notice of or to vote at a meeting of
shareholders, the books must be closed for at least ten days immediately
before the meeting. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record date for any
identification of shareholders, the date to be not more than fifty days
and, in case of a meeting of shareholders, not less than ten days before
the date on which the particular action is to be taken. If the stock
transfer books are not closed and no record date is fixed, the date on
which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring the dividend is adopted,
shall be the record date for determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, the
determination shall apply to any adjournment of the meeting.
2.06. Voting Record. The officer or agent in charge of the
stock transfer books of Corporation will make a complete record of the
shareholders entitled to vote at each meeting of shareholders, or any
adjournment of the meeting, arranged in alphabetical order, with each
stockholder's address and the number of shares held by each stockholder.
These records will be produced and kept open at the time and place of
the meeting and will be subject to the inspection of any shareholder
during the whole time of the meeting.
2.07. Quorum. A majority of the outstanding shares of
Corporation entitled to vote, represented in person or by proxy, will
constitute a quorum at a meeting of shareholders. If there are less
than a majority of the shares represented at a meeting, a majority of
the shares represented may adjourn the meeting without further notice.
At an adjourned meeting where a quorum is present, any business may be
transacted that might have been transacted at the original meeting.
2.08. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder or
by his authorized attorney-in-fact. A proxy must be filed with the
Secretary of Corporation before or at the time of the meeting. No proxy
will be valid after eleven months from the date of its execution, unless
the proxy provides otherwise.
2.09. Voting of Shares. Except for cumulative voting for
Directors if permitted by these Bylaws, each outstanding share entitled
to vote shall be entitled to one vote upon each matter submitted to
2.10. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by the officer, agent, or
proxy prescribed by that corporation's bylaws or, in the absence of a
bylaw provision, as the Board of Directors of that corporation
Shares held by an administrator, executor, guardian, or
conservator may be voted by him, either in person or by proxy, without
transferring the shares into his name. Shares standing in the name of a
trustee may be voted by the trustee either in person or by proxy, but no
trustee shall be entitled to vote shares held by the trustee without
transferring the shares into the trustee's name.
Shares standing in the name of a receiver may be voted by the
receiver. Shares held by, or under the control of, a receiver may be
voted by the receiver without transferring them into the receiver's name
if there is authority to do so contained in the court order by which
such receiver was appointed.
A shareholder whose shares are pledged will be entitled to vote
them until the shares have been transferred into the name of the
pledgee, and, thereafter, the pledgee shall be entitled to vote the
shares so transferred.
Treasury shares of its own stock held by Corporation, and shares
held by another corporation, if Corporation holds a majority of the
shares entitled to vote for the election of directors of such other
corporation, will not be voted at any meeting, nor counted in
determining the total number of outstanding shares for the purpose of
2.11. Informal Action by Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders may be taken
without a meeting if a consent in writing, setting forth the action to
be taken, is signed by all of the shareholders entitled to vote on the
2.12. Cumulative Voting. At each election for Directors,
every shareholder entitled to vote at the election has the right to vote
in person or by proxy the number of shares owned by the shareholder for
as many people as there are Directors to be elected and for whose
election the shareholder has a right to vote, or to cumulate his votes
by giving one candidate as many votes as the number of Directors to be
elected multiplied by the number of the shareholder's shares shall
equal, or by distributing that number of votes among any number of
BOARD OF DIRECTORS
3.01. General Powers. The business and affairs of Corporation
will be managed by the Board of Directors.
3.02. Number, Tenure, and Qualifications. The number of
Directors of Corporation shall be [number]. Each Director shall hold
office until the next annual meeting of shareholders and until
Director's successor has been elected and qualified. Directors need not
be residents of [state] or shareholders of Corporation.
3.03. Regular Meetings. A regular meeting of the Board of
Directors will be held without any notice other than this Bylaw
immediately after, and at the same place as, the annual meeting of
shareholders. The Board of Directors may fix, by resolution, the time
and place, either within or without [state], of additional regular
meetings without any notice other than the resolution.
3.04. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
Directors. The person(s) authorized to call special meetings of the
Board of Directors may fix the time and place, either within or without
[state], of any special meeting of the Board of Directors called by
3.05. Notice. Notice of any special meeting shall be given at
least [number] days in advance in writing, delivered personally or
mailed to each Director at his business address, or by telegram. If
mailed, the notice shall be deemed to be delivered when deposited in the
U.S. mail, addressed, with postage prepaid. If notice is given by
telegram, the notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. Any Director may waive notice of
any meeting. The attendance of a Director at a meeting shall constitute
a waiver of notice of that meeting, unless the Director attends for the
express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
3.06. Quorum. A majority of the number of Directors fixed by
Section 3.02 shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors. If less than a majority is
present at a meeting, a majority of the Directors present may adjourn
the meeting without further notice.
3.07. Manner of Acting. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors.
3.08. Action Without a Meeting. Any action required or
permitted to be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, stating the action to
be taken, is signed by all of the Directors.
3.09. Vacancies. Any vacancy in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining Directors.
A Director elected to fill a vacancy shall be elected for the unexpired
term of the Director's predecessor in office. Any directorship to be
filled by reason of an increase in the number of Directors may be filled
by election by the Board of Directors for a term of office continuing
only until the next election of Directors by the shareholders.
3.10. Compensation. By resolution, the Board of Directors may
direct that each Director be reimbursed for expenses actually incurred
in attending each meeting of the Board of Directors. The Board of
Directors, by resolution, may also set an annual salary for each
Director, a stated sum for attending a meeting of the Board of
Directors, or both. This payment shall not preclude any Director from
serving Corporation in any other capacity and receiving compensation for
3.11. Presumption of Assent. A Director of Corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the
action taken, unless his dissent appears in the minutes of the meeting,
or unless the Director files his written dissent to the action with the
person acting as the secretary of the meeting before the adjournment, or
forwards the Director's dissent by registered mail to the Secretary of
Corporation immediately after the adjournment of the meeting. This
right to dissent does not apply to a Director who voted in favor of the
4.01. Number. The officers of Corporation shall be a
president, one or more vice-presidents (the number to be determined by
the Board of Directors), a secretary, and a treasurer, each of whom
shall be elected by the Board of Directors. Other officers and
assistant officers may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person,
except the offices of president and secretary.
4.02. Election and Term of Office. The officers of
Corporation shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors following the annual meeting of
the shareholders. If the election of officers is not held at that
meeting, the election shall be held as soon as convenient. Each officer
shall hold office until the officer's successor has been elected and has
qualified or until the officer dies, resigns, or is removed in the
manner provided in Section 4.03.
4.03. Removal. Any officer or agent may be removed by the
Board of Directors whenever in its judgment the removal will serve the
best interests of Corporation.
4.04. Vacancies. A vacancy in any office for any reason may
be filled by the Board of Directors for the unexpired portion of the
4.05. President. The President is the principal executive
officer of Corporation and, subject to the control of the Board of
Directors, will supervise and control all of the business and affairs of
Corporation. The President will preside at all meetings of the
shareholders. The President may sign, with the Secretary or any other
officer of Corporation authorized by the Board of Directors,
certificates for shares of Corporation, as well as deeds, mortgages,
bonds, contracts, or other instruments that the Board of Directors has
authorized to be executed. The President may not sign these documents
where their signing and execution has been expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of
Corporation or where the law of [state] requires the documents to be
signed or executed by others. In general, the President will perform
all duties incident to the office of president and all other duties as
may be prescribed by the Board of Directors.
4.06. The Vice-Presidents. In the President's absence, death,
or inability or refusal to act, the Vice-President (or in the event
there is more than one vice-president, the vice-president in the order
designated at the time of their election; or in the absence of any
designation, then in the order of their election) shall perform the
duties of the President. When the Vice-President is acting as
president, the Vice-President shall have all the powers of and be
subject to all the restrictions upon the President. Any vice-president
may sign, with the Secretary or an assistant secretary, certificates for
shares of Corporation and perform any other duties that may be assigned
by the President or by the Board of Directors.
4.07. The Secretary. The Secretary shall: (a) keep the
minutes of the proceedings of the shareholders and of the Board of
Directors in one or more books provided for that purpose; (b) see that
all notices are given in accordance with the provisions of these Bylaws
or as required by law; (c) be custodian of the corporate records and of
Corporation's seal, and see that Corporation's seal is affixed to all
documents that must be executed under its seal; (d) keep a register of
the address of each shareholder that has been given to the Secretary by
each shareholder; (e) sign with the President, or a vice-president,
certificates for shares of Corporation; (f) have general charge of the
stock transfer books of Corporation; and (g) perform all duties incident
to the office of secretary and any other duties that may be assigned by
the President or by the Board of Directors.
4.08. The Treasurer. The Treasurer shall: (a) have charge and
custody of all funds and securities of Corporation; (b) receive and give
receipts for monies due and payable to Corporation from any source, and
deposit all Corporation's monies in the name of Corporation in the
banks, trust companies, or other depositaries that are selected in
accordance with the provisions of these Bylaws; and (c) in general,
perform all of the duties incident to the office of treasurer and any
other duties that may be assigned by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer will
give a bond for the faithful discharge of his duties in a specified sum
and with the surety or sureties designated by the Board of Directors.
4.09. Assistant Secretaries and Assistant Treasurers. The
assistant secretaries, when authorized by the Board of Directors, may
sign, with the President or a vice-president, certificates for shares of
Corporation whose issuance has been authorized by a resolution of the
Board of Directors. The assistant treasurers shall, if required by the
Board of Directors, give bonds for the faithful discharge of their
duties in specified sums and with sureties designated by the Board of
Directors. In general, the assistant secretaries and assistant
treasurers will perform those duties that are assigned to them by the
Secretary or the Treasurer, or by the President or the Board of
4.10. Salaries. The salaries of the officers will be fixed by
the Board of Directors. No officer shall be denied a salary because the
officer is also a Director of Corporation.
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
5.01. Contracts. The Board of Directors may authorize one or
more officers or agents to enter into any contract or execute and
deliver any instrument on behalf of Corporation. This authority may be
general or confined to specific instances.
5.02. Loans. No loans shall be contracted on behalf of
Corporation, and no evidences of indebtedness shall be issued in its
name unless authorized by a resolution of the Board of Directors. This
authority may be general or confined to specific instances.
5.03. Checks, Drafts, Etc. All checks, drafts, or other
orders for the payment of money, and notes or other evidences of
indebtedness issued in Corporation's name shall be signed by the
officers and/or agents of Corporation in the manner authorized by
resolution of the Board of Directors.
5.04. Deposits. All funds of Corporation not otherwise
employed shall be deposited to the credit of Corporation in banks, trust
companies, or other depositaries that the Board of Directors selects.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01. Certificates for Shares. Certificates representing
shares of Corporation shall be in the form specified by the Board of
Directors. The certificates shall be signed by the President or a
vice-president and by the Secretary or an assistant secretary and sealed
with the corporate seal or a facsimile. The officers' signatures upon a
certificate may be facsimiles if the certificate is manually signed by
Corporation's transfer agent or registrar. Each certificate will be
consecutively numbered or otherwise identified. The name and address of
each person to whom certificates are issued, with the number of shares
represented by the certificate and date of issue, shall be entered on
the stock transfer books of Corporation. All certificates surrendered
to Corporation for transfer shall be canceled, and no new certificate
will be issued until the former certificate for a like number of shares
has been surrendered and canceled. In case of a lost, destroyed, or
mutilated certificate, a replacement may be issued upon the terms and
indemnity to Corporation as the Board of Directors may prescribe.
6.02. Transfer of Shares. Transfer of Corporation's shares
will be entered in Corporation's stock transfer books only when
authorized by the holder of record or the holder's legal representative,
who shall provide proper evidence of his authority filed with
Corporation's Secretary. No transfer of shares will be entered in the
stock transfer book unless the certificate representing the shares has
been surrendered for cancellation. The person or entity in whose name
shares are entered in the stock transfer ledger shall be deemed to be
the owner of the shares for all purposes.
7.01. The fiscal year of Corporation shall begin on the first
day of [month] and end on the thirty-first [or, thirtieth,
twenty-eighth] day of [month] in each year.
8.01. The Board of Directors may declare and Corporation may
pay dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and Corporation's Articles of
WAIVER OF NOTICE
9.01. Whenever any notice must be given to any shareholder or
Director of Corporation under the provisions of these Bylaws or under
the provisions of the Articles of Incorporation or under the law of
[state], a waiver of notice signed by the person or persons entitled
to the notice, whether before or after the time set out in the notice,
is equivalent to the giving of notice.
10.01 These Bylaws may be altered, amended, or repealed, and
new Bylaws may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors.