Exercise Extreme Caution when using many of our free forms - or any legal material. While they may provide general ideas on format & content, validity requirements can and do vary greatly from state to state. Many MUST be Properly Modified for your own location and circumstances. (Hint: If in doubt it's usually safer to include unneeded clauses than to leave out necessary ones. . . . but it's even safer to consult a competent source or use current, state specific ones like ours mentioned below.) Also, we urge people (and lawyers too) to read our Relying On Legal Info FAQ.
For Up-To-Date Forms Covering Just About Every State & Situation plus Summaries of
Relevant Laws We STRONGLY SUGGEST Checking Out
(This should open a new window. Close it when you're done and you'll be back here.)
SAMPLE CORPORATE BYLAWS
ARTICLE I -- OFFICES
Section 1. The registered office of the corporation shall be at:
The registered agent in charge thereof shall be: "Name".
Section 2. The corporation may also have offices at such other places as
the Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II -- SEAL
Section 1. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate
ARTICLE III -- STOCKHOLDERS' MEETINGS
Section 1 Meetings of stockholders shall be held at the registered office
of the corporation in this state or at such place, either within or without
this state, as may be selected from time to time by the Board of Directors.
Section 2. Annual Meetings: The annual meeting of the stockholders shall
be held on the 3rd Wednesday of February in each year if not a legal
holiday, and if a legal holiday, then on the next secular day following at
10:00 o'clock A.M., when they shall elect a Board of Directors and transact
such other business as may properly be brought before the meeting. If the
annual meeting for election of directors is not held on the date designated
therefor, the directors shall cause the meeting to be held as soon
thereafter as convenient.
Section 3. Election of Directors: Elections of the directors of the
corporation shall be by written ballot.
Section 4. Special Meetings: Special meetings of the stockholders may be
called at any time by the Chairman, or the Board of Directors, or
stockholders entitled to cast at least one-fifth of the votes which all
stockholders are entitled to cast at the particular meeting. At any time,
upon written request of any person or persons who have duly called a
special meeting, it shall be the duty of the Secretary to fix the date of
the meeting, to be held not more than sixty days after receipt of the
request, and to give due notice thereof. If the Secretary shall neglect or
refuse to fix the date of the meeting and give notice thereof, the person
or persons calling the meeting may do so.
Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all
stockholders entitled to vote are present and consent.
Written notice of a special meeting of stockholders stating the time and
place and object thereof, shall be given to each stockholder entitled to
vote thereat at least 30 days before such meeting, unless a greater period
of notice is required by statute in a particular case.
Section 5. Quorum: A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority
of the outstanding shares entitled to vote is represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally noticed. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 6. Proxies: Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act
for him by proxy, but no such proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the corporation
generally. All proxies shall be filed with the Secretary of the meeting
before being voted upon.
Section 7. Notice of Meetings: Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes for which
the meeting is called. Unless otherwise provided by law, written notice of
any meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
Section 8. Consent in Lieu of Meetings: Any action required to be taken
at any annual or special meeting of stockholders or a corporation, or any
action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing.
Section 9 List of Stockholders: The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name
of each stockholder. No share of stock upon which any installment is due
and unpaid shall be voted at any meeting. The list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is
ARTICLE IV -- DIRECTORS
Section 1. The business and affairs of this corporation shall be managed
by its Board of Directors, ____ in number. The directors need not be
residents of this state or stockholders in the corporation. They shall be
elected by the stockholders at the annual meeting of stockholders of the
corporation, and each director shall be elected for the term of ore year,
and until his successor shall be elected and shall qualify or until his
earlier resignation or removal.
Section 2. Regular Meetings: Regular meetings of the Board shall be held
without notice, at least quarterly, at the registered office of the
corporation, or at such other time and place as shall be determined by
Section 3. Special Meetings: Special Meetings of the Board may be called
by the Chairman on 2 days notice to each director, either personally or by
mail, fax or by telegram; special meetings shall be called by the President
or Secretary in like manner and on like notice on the written request of a
majority of the directors in office.
Section 4. Quorum: A majority of the total number of directors shall
constitute a quorum for the transaction of business.
Section 5. Consent in Lieu of Meeting: Any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the Board of
committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or
committee. The Board of Directors may hold its meetings, and have an office
or offices, outside of this state.
Section 6. Conference Telephone: One or more directors may participate in
a meeting of the Board, or a committee of the Board or of the stockholders,
by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each
other; participation in this manner shall constitute presence in person at
Section 7. Compensation Directors as such, shall not receive any stated
salary for their services, but by resolution of the Board, a fixed sum and
expenses of attendance at each regular or special meeting of the Board
PROVIDED, that nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
Section 8. Removal: Any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors, except that when
cumulative voting is permitted, if less than the entire Board is to be
removed, no director may be removed without cause if the votes cast against
his removal would be sufficient to elect him if then cumulatively voted at
an election of the entire Board of Directors, or, if there be classes of
directors, at an election of the class of directors of which he is a part.
ARTICLE V -- OFFICERS
Section 1. The executive officers of the corporation shall be chosen by
the directors and shall be a Chairman, President, Secretary and Chief
Financial Officer. The Board of Directors may also choose a one or more
Vice Presidents and such other officers as it shall deem necessary. Any
number of offices may be held by the same person.
Section 2. Salaries: Salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
Section 3. Term of Office: The officers of the corporation shall hold
office for one year and until their successors are chosen and have
qualified. Any officer or agent elected or appointed by the Board may be
removed by the Board of Directors whenever in its judgment the best
interest of the corporation will be served thereby.
Section 4. Chairman: The Chairman shall preside at all meetings of the
stockholders and directors; he shall see that all orders and resolutions of
the Board are carried into effect, subject, however, to the right of the
directors to delegate any specific powers, except such as may be by statute
exclusively conferred on the Chairman, to any other officer or officers of
the corporation. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation. He shall be EX-
OFFICIO a member of all committees.
Section 5. President: The President shall attend all sessions of the
Board. The President shall be the chief executive officer of the
corporation; he shall have general and active management of the business
of the corporation, subject, however, to the right of the directors to
delegate any specific powers, except such as may be by statute exclusively
conferred on the President, to any other officer or officers of the
corporation. He shall have the general power and duties of supervision and
management usually vested in the office of President of a corporation.
Section 6. Secretary: The Secretary shall attend all sessions of the
Board and all meetings at the stockholders and act as clerk thereof, and
record all the votes of the corporation and the minutes of all its
transactions in a book to be kept for that purpose, and shall perform like
duties for all committees of the Board of Directors when required. He shall
give, or cause to be given, notice of all meetings of the stockholders and
of the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President, and under whose
supervision he shall be. He shall keep in safe custody the corporate seal
of the corporation, and when authorized by the Board, affix the same to any
instrument requiring it.
Section 6. Chief Financial Officer: The Chief Financial Officer shall
have custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation, and shall keep the moneys of the corporation in separate
account to the credit of the corporation. He shall disburse the funds of
the corporation as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the President and directors, at the
regular meetings of the Board, or whenever they may require it, an account
of all his transactions as Chief Financial Officer and of the financial
condition of the corporation.
ARTICLE VI -- VACANCIES
Section 1. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise, shall be filled by the Board of
Directors. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority
of the directors then in office, although not less than a quorum, or by a
sole remaining director. If at any time, by reason of death or resignation
or other cause, the corporation should have no directors in office, then
any officer or any stockholder or an executor, administrator, trustee or
guardian of a stockholder, or other fiduciary entrusted with like
responsibility for the person or estate of stockholder, may call a special
meeting of stockholders in accordance with the provisions of these By-
Section 2. Resignations Effective at Future Date: When one or more
directors shall resign from the Board, effective at a future date, a
majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
ARTICLE VII -- CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by attorney or other
agent, shall, upon written demand under oath stating the purpose thereof,
have the right during the usual hours for business to inspect for any
proper purpose the corporation's stock ledger, a list of its stockholders,
and its other books and records, and to make copies or extracts therefrom.
A proper purpose shall mean a purpose reasonably related to such person's
interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other
writing which authorizes the attorney or other agent to so act on behalf of
the stockholder. The demand under oath shall be directed to the
corporation at its registered office in this state or at its principal
place of business.
ARTICLE VIII -- STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 1. The stock certificates of the corporation shall be numbered and
registered in the share ledger and transfer books of the corporation as
they are issued. They shall bear the corporate seal and shall be signed by
Section 2. Transfers: Transfers of shares shall be made on the books of
the corporation upon surrender of the certificates therefor, endorsed by
the person named in the certificate or by attorney, lawfully constituted in
writing. No transfer shall be made which is inconsistent with law.
Section 3. Lost Certificate: The corporation may issue a new certificate
of stock in the place of any certificate theretofore signed by it, alleged
to have been lost, stolen or destroyed, and the corporation may require the
owner of the lost, stolen or destroyed certificate, or his legal
representative to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged
loss, 'theft or destruction of any such certificate or the issuance of such
Section 4. Record Date: In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or the express consent to
corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights,
or entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which shall not be more
than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action.
If no record date is fixed:
(a) The record date for determining stockholders entitled to notice of or
to vote at a meeting of stock- holders shall be at the close of business on
the day next preceding the day on which notice is given,--or if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held.
(b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed.
(c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
(d) A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
Section 5. Dividends: The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation from time to time
and to such extent as they deem advisable, in the manner and upon the terms
and conditions provided by the statute and the Certificate of
Section 6. Reserves: Before payment of any dividend there may be set
aside out of the net profits of the corporation such sum or sums as the
directors, from time to time, in their absolute discretion, think proper as
a reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests of the
corporation, and the directors may abolish any such reserve in the manner
in which it was created.
ARTICLE IX -- MISCELLANEOUS PROVISIONS
Section 1. Checks: All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
Section 2. Fiscal Year: The fiscal year shall begin on the first day of
Section 3. Notice: Whenever written notice is required to be given to any
person, it may be given to such person, either personally or by sending a
copy thereof through the mail, by fax, or by telegram, charges prepaid, to
his address appearing on the books of the corporation, or supplied by him
to the corporation for the purpose of notice. If the notice is sent by
mail, fax or by telegraph, it shall be deemed to have been given to the
person entitled thereto when deposited in the United States mail, faxed or
with a telegraph office for transmission to such person. Such notice shall
specify the place, day and hour of the meeting and, in the case of a
special meeting of stockholders, the general nature of the business to be
Section 4. Waiver of Notice: Whenever any written notice is required by
statute, or by the Certificate or the By-Laws of this corporation a waiver
thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Except in the case of a special
meeting of stockholders, neither the business to be transacted at nor the
purpose of the meeting need be specified in the waiver of notice of such
meeting. Attendance of a person either in person or by proxy, at any
meeting shall constitute a waiver of notice of such meeting, except where a
person attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
Section 5. Disallowed Compensation: Any payments made to an officer or
employee of the corporation such as a salary, commission, bonus, interest,
rent, travel or entertainment expense incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the Internal
Revenue Service, shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall be the duty
of the directors, as a Board, to enforce payment of each such amount
disallowed. In lieu of payment by the officer or employee, subject to the
determination of the directors, proportionate amounts may be withheld from
his future compensation payments until the amount owed to the corporation
has been recovered.
Section 6. Resignations: Any director or other officer may resign at
anytime, such resignation to be in writing, and to take effect from the
time of its receipt by the corporation, unless some time be fixed in the
resignation and then from that date. The acceptance of a resignation shall
not be required to make it effective.
ARTICLE X -- ANNUAL STATEMENT
Section 1. The President and Board of Directors shall present at each
annual meeting a full and complete statement of the business and affairs of
the corporation for the preceding year. Such statement shall be prepared
and presented in whatever manner the Board of Directors shall deem
advisable and need not be verified by a certified public accountant.
ARTICLE XI -- AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the vote of
stockholders entitled to cast at least a majority of the votes which all
stockholders are entitled to cast thereon, at any regular or special
meeting of the stockholders, duly convened after notice to the stockholders
of that purpose.
Contributed to the Library by Richard Widrig
For Up-To-Date Forms Covering Just About Every State & Situation plus Summaries of
Relevant Laws We STRONGLY SUGGEST Checking Out
(This should open a new window. Close it when you're done and you'll be back here.)
Brought to you by - The 'Lectric Law Library
The Net's Finest Legal Resource For Legal Pros & Laypeople Alike.
* * * * * * * * * * No one connected with the 'Lectric Law Library, including Sponsors, Advertisers, & Content Providers,
necessarily Endorses, Warrants or Approves of any of its material. Also, Library content is NOT meant
to provide Specific Legal Advice, or to Solicit or Establish Any Kind of Professional-Client Relationship.