Corporate bylaws are used by corporations to organize their internal management structure by outlining the rules and responsibilities for shareholders, directors, and officers.
Article I: Offices
Section 1. Principal Executive or Business Offices. The Board of Directors will fix the principal executive office location of the Corporation at any place within or outside the State of [State].
Section 2. Other Offices. The Board of Directors may establish branch or subordinate offices at any time and at any place.
Section 1. Annual Meeting. An annual meeting will be held annually for the purpose of electing members of the Board of Directors (the "Directors") of the Corporation and for transactions for such other business as may come before the meeting. The annual meeting will be held on a date and time designated by the Board of Directors.
Section 2. Special Meetings. Special meetings of the Shareholders may be called at any time by the Board of Directors, by the President, or by Shareholders entitled to cast in total not less than 10 percent of the votes at that meeting. If a special meeting becomes called by anyone other than the Board of Directors, the person calling the meeting will make a written request to the Corporation specifying the time and date of the meeting and the general nature of the business proposed to be transacted.
Section 3. Place of Meeting. Shareholders' meetings will be held at any place within or outside the State of [State] at a place to be determined at the Board of Directors discretion. If no designation of the location gets made for any annual or special meeting of the Shareholders, the meetings shall be held at the corporation's principal place of business.
Section 4. Notice. Written notice of any Shareholder meeting will be given 10 to 60 days before the date of the meeting to each Shareholder entitled to vote at that meeting. The notice shall state the place, date, and hour of the meeting. If, for a special meeting, the notice shall state the purpose of the meeting. A mailed notice is effective when deposited in the United States mail with postage prepaid and the proper address of the Shareholder as appearing on the records of the corporation.
Section 5. Quorum and Required Vote. A majority of the outstanding voting shares, whether represented in person or by proxy, shall constitute a quorum entitled to take action at a meeting of Shareholders. Without a quorum, a majority of the represented Shareholders may adjourn the meeting to another time without further notice.
Section 6. Consent of Shareholders in Lieu of Meeting. Any action to be taken at any annual or special meeting of Shareholders may be taken without a meeting, without prior notice, and without a vote, if a signed consent in writing, setting forth the action so taken, gets presented by the holders of outstanding shares having not less than the minimum number of shares that would be necessary to authorize or pass such an action were a meeting otherwise called and all votes cast.
Article III: Directors
Section 1. Powers. The Board of Directors will manage the business and affairs of the Corporation by or under the Board.
Section 2. Number and Tenure. The Board will consist of one member, who will be a natural person, who shall be elected for a term of one year, and who shall hold office until a successor becomes elected and qualified. Directors do not need to be Shareholders. Any Director may resign at any time upon notice given in writing to the Corporation. The authorized number of Directors will be [number] until changed by a duly adopted amendment to the Articles of Incorporation or by amendment to this bylaw adopted by the vote or written consent of a majority of the outstanding Shareholders entitled to vote.
Section 3. Vacancies. A vacancy in the Board of Directors will exist if a Director resigns, dies, or becomes removed by the Shareholders; when a court of appropriate jurisdiction declares the Director of unsound mind or enters a felony conviction against a Director; or when the authorized number of Directors increases.
Section 4. Regular Meetings. By resolution, the Board may give the time and place, either within or outside the state of [State], for the holding of regular meetings without any notice other than that of the resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors may be called for any purpose at any time by the Chairman of the Board, the President, or a majority of Directors.
Section 6. Quorum. A majority of the authorized number of Directors will be considered a quorum to transact business.
Section 7. Notice of Meetings. Unless the Articles of Incorporation provide otherwise, any regular meeting of the Board may be held without notice of the date, time, and place of the meeting. Any special meeting of the Board may be preceded by at least a two (2)-day notice of the date, time, and place of the meeting. The Board may give this notice personally, by mail, telegraph, telephone facsimile, private carrier, or by any other method allowed by law. Notice is effective at the earliest of (a) receipt; (b) delivery to the proper address or telephone number as shown in the Corporation's records; or (c) five (5) days after its deposit in the United States mail, with postage prepaid and the correct address noted.
Section 8. Waiver of Notice. Notice of a meeting need not be given to any Director who signs a written waiver delivered to the Corporation for inclusion in the minutes or for filing with the corporate records.
Section 9. Action By Directors Without A Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all members of the Board consent to it in writing.
Article IV: Officers
Section 1. Officers. The Officers of the Corporation will consist of the President, the Treasurer, and the Secretary. The Officers will be appointed at the first meeting of the Directors after the annual meeting of Shareholders. Officers shall be elected for one year and shall hold office until their successors become elected and qualified. An appointee may hold one or more offices.
Section 2. Removal and Resignation. Any Officer or agent appointed by the Board may be removed by the Board at any time with or without cause. Any Officer may resign at any time by giving written notice to the corporation.
Section 3. Vacancies. The Board may fill a vacancy due to resignation, removal, disqualification, death, or otherwise.
Section 4. President. The President shall preside at all meetings of Shareholders and Directors, have the general management and supervision of the affairs of the Corporation, and shall perform all other duties as determined by the Board.
Section 5. Treasurer. The Treasurer shall have the custody of all moneys and securities of the corporation and shall keep accurate financial records for the Corporation.
Section 6. Secretary. The Secretary shall issue notices for all meetings except for notices for special meetings of the Shareholders and special meeting of the Directors; shall prepare the minutes of the meetings of the Shareholders and meetings of the Board; and shall keep a record of Shareholders at the principal executive office.
This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.
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