General:
- Offices: The principal offices of [Insert corporation name], (hereinafter, the "Corporation") will be fixed by the Board of Directors (the "Board"), within the state of incorporation as listed on the Corporation's Articles of Incorporation (the "Articles"). The Board may also designate other offices from time to time as required and such offices may be within or outside the state of incorporation.
- Registered Agent: The Registered Agent of the Corporation shall be as fixed in the Articles and shall not be changed unless also updated with the state of incorporation.
The Shareholders:
- Annual Meeting: An Annual Meeting of the Corporation will take place each calendar year. The purpose of the Annual Meeting will be for the shareholders of the Corporation (the "Shareholders") to elect the Board and for any such other business as may be required.
1. Meeting Notice: The Annual Meeting will be held at the principal office location of the Corporation unless an alternate meeting location is determined by the. Board. The meeting location for the Annual Meeting shall be listed in the written notice of meeting sent to each Shareholder (the "Notice").
2. Meeting Date & Time: Unless designated otherwise by the Board in the Annual Meeting Notice or unless a legal holiday, the Annual Meeting shall take place as. follows:
Date: [Insert date of each year (or the specific day) the annual meeting will take place. This can be an estimated date, subject to change].
Time: [Insert what time will the annual meeting take place. This can be an estimated date, subject to change].
If the scheduled date of the Annual Meeting is a legal holiday, the Board shall determine an alternate date and send Notice to the Shareholders indicating such. Notice will be given in the following time period before the Annual Meeting: [Insert how much period of notice is required to be given before the annual meeting can take place.]
- Meeting Notice: Written Notice of the Annual Meeting shall be provided to the Shareholders each year, in accordance with the laws of the state of incorporation. The Notice shall contain details about the Annual Meeting, such as date, time, and location. Such Notice shall be delivered to the Shareholders as follows: [Insert how notice of the meeting is given, describe the method of delivery such as mail, hand-delivery, etc.].
The Notice shall be effective when sent to the Shareholders and does not need to be of confirmed delivery to be considered effective. The Notice will also contain the agenda or topic items of the Annual Meeting, including election of the Board.
- Notice Waiver: Written and executed waiver by any of the Shareholder will suffice in the Notice's stead and will constitute a Notice waiver. Attendance of the Shareholders at the Annual Meeting will constitute a Notice waiver, unless timely objection at the start of the meeting is logged.
- Proxy Attendance: The Shareholders may attend the Annual Meeting by proxy, i.e. the Shareholders may appoint another individual to attend the meeting and vote in their stead. A Shareholder's proxy must be appointed in writing, signed by the Shareholder.
- Orders of Business: The orders of business for the Annual Meeting shall be as follows: [Insert what the orders of business will be for the annual meeting].
- Quorum: A quorum of the Shareholders for required voting will be established by the following percentage of the Shareholders eligible to vote: [Insert what percentage of shareholders will represent a quorum]. If a quorum is not present, the meeting may be postponed for a later date. If a quorum is present at the beginning of a meeting, but the Shareholders subsequently leave during the meeting, business and voting may continue as though a quorum was present throughout the meeting.
- Voting Trusts: The Shareholders may enter into a voting trust, as long as the document creating such a trust is signed by each of the Shareholders participating in the trust. The Shareholder's shares will be given to a voting trustee, who may then vote each share as agreed upon in writing. The voting trust document must be timely delivered to the Corporation to be valid.
- Cumulative Voting: Cumulative voting for the election of the Directors will be permitted.
- No meeting: If no Annual Meeting is held in a calendar year, any of the Shareholders may submit a written request to the Board for the meeting. The Annual Meeting must then be held within 90 calendar days of the request. If it is not, any of the Shareholders may then petition a court of competent jurisdiction to require the Board to hold the Annual Meeting.
- Action Without Meeting: Actions which would otherwise be taken at meetings, such as, but not limited to, voting or the passage of other resolutions, may also be taken without such meeting if consented to in writing by each of the Shareholders entitled to vote on the particular action. Such written consent must be dated by each of the Shareholders and delivered to the Corporation in a timely fashion.
- Special Meetings: Special meetings of the Shareholders may be permitted along with the Annual Meeting, as required, upon the following notice: [Insert what period of notice is required for special meetings]. The discussion within special meetings will exclusively be centered on the items listed in the notice of the special meeting.
- Meeting Telecommunication: The Shareholders telecommuting will be permitted for the Annual Meeting or for any special meetings, so long as the specific identity of each of the Shareholders attending can be verified and each of the Shareholders can hear, speak and otherwise participate in any activity of the meeting.
The Directors:
- Authority: The Board shall have the general authority to manage the affairs of the Corporation, either directly or by delegation.
- Number: The Corporation shall have the following number of directors: [Insert number of directors].
- Initial Directors: The initial directors have been named in the Corporation's Articles of Incorporation and will serve until an election can take place.
- Term: The Board shall be elected each year at the Annual Meeting of the Shareholders by a majority of votes. The term of each of the Directors will be as follows: [Insert term of directors].
- Compensation: The Directors of the Corporation will be compensated for their services and may additionally have their expenses reimbursed. The Board may establish compensation by resolution. The Directors may also serve in other positions throughout the Corporation and may be compensated for such service, as well.
- Quorum: A quorum of the Directors shall be as follows: [Insert percentage of directors that will represent quorum for a meeting to proceed].
- Regular Meetings: The Board will hold at least one regular, annual meeting on the same date and at the same place as the Annual Meeting of the Shareholders. The Board may also hold additional regular meetings at intervals decided upon through the Boards resolutions.
- Special Meetings: Special meetings of the Board may be requested by any of the Board members upon adequate notice, no less than the following: [Insert period of notice required for a special meeting].
- Notice Waiver: Written and executed waiver by any of the Directors will suffice in the Notice's stead and will constitute Notice waiver. Attendance of any of the Directors at any meeting will constitute Notice waiver, unless timely objection at the start of the meeting is logged.
- Adverse Interest: The disclosure of a conflict of interest for any of the Directors shall not disqualify that Director as necessary for a quorum, nor shall it disqualify that Director from voting upon the issue.
- Directorial Vacancies: Should a vacancy on the Board arise due to the departure of any of the Directors between terms, a new Director shall be appointed by the majority of the Directors remaining in office. The newly-appointed Director will hold such office until the next Annual Meeting. If all the Directors should depart, any Officer may call a special meeting for the election of the new Director or Directors. The Directors may voluntarily resign as follows: [Insert how a director may voluntarily resign].
- Director Removal: The Directors may be removed at any time, for any reason or no reason at all, by a majority vote at a special meeting called specifically for a vote on the Director Removal.
- Organization and Procedure: The following individual will preside over the Board meetings: [Insert who will preside over the board meetings]. If that individual is not present, another Director will be chosen by the majority of the Directors present at the meeting. Resolutions will be passed and voted upon by a majority of the Directors, so long as a quorum is present at the meeting.
- The Board shall keep written minutes of its meetings and will store such minutes for a period after the meeting as follows: [Insert time period]. The minutes will contain the following, but may contain more information as the Board deems necessary: the Director’s present, resolution information, and the Director’s objections or abstention
- Director Committees: The Directors may form committees for any purpose that may be carried out by the Board. The committees may be formed by internal appointment of the Directors and may be temporary or permanent. Committees must have a specific purpose to function.
- Meeting Telecommunication: The Director telecommuting will be permitted for the annual meeting or for any special meetings, so long as the specific identity of each of the Directors attending can be verified and each of the Directors can hear, speak and otherwise participate in any activity of the meeting.
The Officers:
- Officer Appointments: The Corporation will have the following officers (the "Officers"): a President, Vice-President(s), a Treasurer, and the Secretary. These Officers will initially be appointed by the Board, if not already done so at the time of the drafting of these Bylaws.
- General Duties: The general duties of the Officers will be as follows:
- President: The President shall generally oversee the Board and shall be the Chief Executive Officer ("CEO") of the Corporation, responsible for the ultimate oversight of the Corporation's actions. The President shall preside at the Shareholder meetings, track and supervise that the Board resolutions are carried out, and sign the corporate documents.
- Vice-President(s): The Vice-President or Vice-Presidents shall be responsible for assisting the President as needed and any other duties which may be delegated by the Board.
- Treasurer: The Treasurer shall be the Chief Financial Officer ("CFO") and shall be responsible for overseeing and managing the financial business of the Corporation, including, the dispensation of funds. The Treasurer shall be under the authority of the Board and shall report to the Board on the financial goings-on of the Corporation.
- Secretary: The Secretary shall be responsible for the organizational structure of the meetings of the Board, including sending notice, keeping minutes, and otherwise maintaining records.
The duties of the Officers may be adjusted as needed by the Board throughout the life of the Corporation.
- Term: The Officers will be initially elected by the Board and then will each serve for a [Insert term period] or until a successor Officer has been elected.
- Resignation or Removal: If any of the Officers resign or are removed, the Board shall have the authority to appoint a replacement, interim Officer until the next election can be held.
- Loan and Other Debts: The Corporation shall be permitted to take out loans and other debts, but only upon resolution of the Board.
- Monetary Instruments: Funds belonging to the Corporation through monetary instruments shall promptly be deposited in financial accounts in the name of the Corporation. Funds dispersed by the Corporation shall be signed by the Treasurer or other Officer as the Board may designate.
General:
- Amendment: This document and the bylaws herein may be amended or rescinded by a majority of the Board or a majority of the Shareholders through a vote. The Shareholders may, however, delineate certain portions of these bylaws which may not be amended or rescinded by the Board.
- Indemnification: The Corporation shall indemnify the Directors and Officers who may be involved in any litigation or other legal dispute due to their position within the Corporation. The Corporation shall also indemnify any employees and agents who may be involved in litigation or other disputes by virtue of their position or relationship with the Corporation.
- Fiscal Year: The fiscal year of the Corporation will end on [Insert month]. The fiscal year may be changed by resolution of the Board.
- Dissolution: The Board may have the authority to dissolve the Corporation through a super majority vote.
- Corporate Seal: The Corporation shall have a corporate seal, which will be attached to any document otherwise requiring a signature, in addition to the signature of the relevant Officer.
