2.1 Registered Office and Registered Agent. (b) No consent shall be effective to take the corporate action referred to in the consent unless the number of consents required to take action are delivered to the Corporation or to the officer having charge of its minute book within sixty (60) days of the delivery of the earliest-dated consent. Articles of incorporation are the initial formation documents needed to register a business as a corporation. No business may be transacted at such special meeting otherwise than specified in such notice. Resolutions range from amending the company bylaws to organizing and assigning officers to special committees. The registered office of the Corporation in the State of ____________, is ____________, ____________, ____________ ____________. MISCELLANEOUS THESE BYLAWS ARE A SAMPLE ONLY. Use of this site is subject to our Terms of Use. 1.2 State law. Transfers of shares shall be made on the books of the Corporation upon surrender and cancellation of the certificates therefore, if any, endorsed by the person named in the certificate or by his or her legal representative. 2.4 Corporate Seal. CORPORATE BYLAWS. 4.8 Action Without a Meeting. 3.1 Place of Meetings. How to Form a Washington Corporation: 8 Simple Steps. INDEMNIFICATION AND INSURANCE Below is a complete set of Bylaws comprised of excerpts from several established nonprofits. The registered office of the corporation shall be at: "Address" The registered agent in charge thereof shall be: "Name". Nonprofit bylaws are a nonprofit’s operating manual. (b) No consent shall be effective to take the corporate action referred to in the consent unless the number of consents required to take action are delivered to the Corporation or to the officer having charge of its minute book within sixty (60) days of the delivery of the earliest-dated consent. Each director present shall have one vote, irrespective of the number of shares of stock, if any, he or she may hold. (a) 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 United States mail, or by email, or facsimile, charges prepaid, to his or her address appearing in the books of the Corporation, or supplied by him or her to the Corporation for the purpose of notice. But just like bylaws, this document can vary from one corporation to another. AMENDMENTS _______________________________ The Board shall have the power to delegate the determination of whether indemnification shall be given to any such person (except executive officers) to such officers or other persons as the Board shall determine. The laws, statutes, regulations and rules to which the Corporation is subject shall be referred to herein as “Applicable Law.”. Subject to any limitations imposed by Applicable Law, any director may be removed from office at any time (i) with cause by the affirmative vote of the holders of ____________ percent of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. You corporate bylaws isn’t just a rule book or directions for you to follow in maintaining your corporate identity. Oklahoma corporate bylaws are written rules pertaining to the administration, management, and structure of a company. While you may have corporate (working) offices anywhere, your registered office must be located in your state of incorporation. 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 may fix a new record date for the adjourned. The board must have at least one director. Whenever shareholders are required or permitted to take any action at a meeting, a written notice (including by email) of the meeting shall be provided to each shareholder of record entitled to vote at or entitled to notice of the meeting, which shall state the place, date, and hour of the meeting, as well as the purpose or purposes for which the meeting is called. BYLAWS OF _____ A _____ Profit Corporation ARTICLE I SHAREHOLDERS 1. Articles of Incorporation are often the very first document filed to begin a new corporate business. 3.4 Notice of Meetings. Except as otherwise provided by law, the Board will determine whether, to what extent, and the conditions upon which the books, accounts and records of the Corporation will be open to the inspection of the stockholders of the Corporation. They are the main official documents of an organization, nonprofit or for-profit. OIP Rev. Principal Executive or Business Offices. Once a share is represented for a purpose at a meeting (other than solely to object to the holding of the meeting), it is deemed present for quorum purposes for the remainder of the meeting and the shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of sufficient shareholders to leave less than a quorum. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate and Applicable Law. Corporate Bylaws are essentially the "rules" for how a corporation must operate. Other Offices. Chambers can adapt the wording and format to their individual … If no such specification is made, it shall be deemed effective at the pleasure of the Board. 4.11 Committees. 4.2 Number and Term of Office. Certain clauses and phrases may or may not be applicable to all associations, e. g., names and numbers of officers should be determined by the needs of the individual organizations. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation. Except as otherwise provided by law, any vacancy in the Board of Directors occurring by reason of an increase in the authorized number of directors or by reason of the death, withdrawal, removal, disqualification, inability to act, or resignation of an acting director shall be filled by the majority of directors then in office and notice of a shareholder meeting shall be provided to the shareholders for the purpose of electing a director to permanently fill such vacancy. Depending on the laws of the incorporation state, businesses may be required to file an annual report with the Secretary of State. Corporation bylaws keep a corporation running smoothly by providing internal regulations and instituting the rules and operation of the business. The bylaws also serve as an organizational map for everyone so that they know their goals and all of the daily operations. The list shall also be produced and kept available at the time and place of the meeting, for the entire duration of the meeting, and may be inspected by any shareholder present at the meeting. Also, this is an important document to have because it contains a lot of important information about your corporation including: Creating sample corporate bylaws and following them is also an important aspect of what’s known as corporate compliance. Rewriting Bylaws. The principal office of THE CORPORATE NAME, (hereinafter referred to as the “Corporation”) shall be located at: CORPORATE ADDRESS The Corporation may also have offices at such other places as the Board of Directors (hereinafter sometimes referred to as “Board” or “Directors”) shall appoint if the business of the Corporation so requires. Filing your taxes regularly, keeping corporate minutes, and following the bylaws of your company all give you the chance to come up with your own unique guidelines. 6.1 Stock Certificates. SAMPLE CORPORATE BYLAWS BYLAWS of "COMPANY" ARTICLE I OFFICES Section 1. CORPORATE BYLAWS. Chambers can adapt the wording and format to their individual needs. Other Offices. Directors shall be entitled to such compensation for their services as may be approved by the Board, including, if so approved, by resolution of the Board, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board and at any meeting of a committee of the Board. Branch or subordinate offices may be established at any time and at any place by the board of directors.PandaTip: The clauses as worded here give the board of directors broad discretion in determining a principal place of business so that the bylaws don’… When creating your bylaws, include the basic elements: TemplateLab provides information and software only. There can be bylaws for businesses which are known as corporate bylaws and there are bylaws for the society. The corporate seal shall consist of a die bearing the name of the Corporation and the inscription, “Corporate Seal ____________.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Other Offices. 4.5 Removal. 3.7 List of Stockholders. A lot of people confuse company bylaws by “Articles of Incorporation.” But these are two very different things. Typical articles. Is articles of incorporation and bylaws the same thing? The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words “Corporate Seal.” ARTICLE X. WAIVER OF NOTICE. Simple Bylaws Template . Unlike the shareholders quorum, a quorum for directors is based on the number of people rather than the percentage of shares represented. (a) 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 United States mail, or by email, or facsimile, charges prepaid, to his or her address appearing in the books of the Corporation, or supplied by him or her to the Corporation for the purpose of notice. Any director may resign at any time by giving written notice to the Board or the Secretary. Participation in this manner shall constitute presence in person at such meeting. Although the contents of these documents may vary from one corporation to another, your company bylaws should contain these provisions: Just like other types of corporate documents, you can use templates or sample corporate bylaws as a reference when you create your own. Bylaws cover information such as how the Board of Directors will elect the company’s officers, how they conduct their meetings, the roles, and responsibilities of the elected officers, and more. Corporate bylaws are an internal document that lays out the rules and day-to-day operations for a corporation. 11.1 Annual Report. Create Document. Use simple yet clear language for your bylaws. The Corporation is organized under the ____________ Statutes and except as otherwise provided herein, the Statutes shall apply to the governance of the Corporation. The act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as provided by law, the Articles of Incorporation, or these Bylaws. How Corporate Bylaws are Created. The President shall have the authority to create any entity, either as a wholly-owned subsidiary or with owners additional to the Corporation, as the President may deem appropriate to accomplish any legitimate objective of the Corporation. CORPORATE AUTHORITY 5.3 Execution of Instruments. The Board of Directors may establish branch or subordinate offices at any time and at any place. To keep the business flexible and to respond to new business opportunities, most corporations state that the purpose is “any lawful services or activities.”, If shareholders want to limit the scope of the services or activities (e.g., to ensure that the management doesn’t stray from their designated purpose), the bylaws can be made more specific. Section 1. 5.1 Officers. How your corporation conducts its affairs; How many directors the corporation will have along with their qualifications and tenure; The titles and compensation details of the corporation’s officers; Who’s responsible for the bylaws and how to amend them; Any guidelines and rules regarding the approval of loans, checks, An inspection of the records book of the corporation. The creation of bylaws is simple from a legal standpoint. A. 6.3 Transfer. CORPORATE BYLAWS OF The notice shall specify the purpose of such meeting. Taken from a wide range of existing formats used by chambers, the most important provisions for a solid set of bylaws are presented here. Section 2. Corporate bylaws are typically used when restructuring a business as a corporation. Although you don’t have to file this document with your state, you should create them and keep them in your own files. (a) Any action required to be taken or which may be taken at any meeting of shareholders 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 shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote were present and voted. The Board of Directors, by resolution, may create one or more committees, each consisting of one or more directors. To ensure that your corporation runs smoothly, these concepts must be well-defined in your bylaws document. One or more directors may participate in meetings of the Board or a committee of the Board by any communication, including videoconference, by means of which all participating directors can simultaneously hear each other during the meeting. The registered agent of the Corporation is ____________ at ____________, ____________, ____________ ____________. Each director shall be at least eighteen (18) years of The directors need not be residents of the state of incorporation. Corporate by-laws are drafted by a corporation's founders or directors under the authority of its Charter or Articles of Incorporation. All you have to do is draft them and get a majority of the board of directors to vote “yes” on enacting the document. Legal Templates cannot and does not provide legal advice or legal representation. 11.3 Interpretation. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation The stock certificates of the Corporation, if any, shall be numbered and registered in the share ledger and transfer books of the Corporation as they are issued. 5.2 Tenure and Duties of Officers. ____________ percent of the total number of authorized directors shall constitute a quorum for transaction of business. 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. You can use it as a reference to direct the way the leaders and the other employee’s function. The Articles must be filed with the state. 3.2 Annual Meeting. Section 2. The Board shall cause an annual report to be sent to each stockholder of the Corporation not later than ____________ days after the close of the Corporation’s fiscal year. The list shall also be produced and kept available at the time and place of the meeting, for the entire duration of the meeting, and may be inspected by any shareholder present at the meeting. Corporate Bylaws When a corporation is formed (a process called incorporation), one of the first tasks of the new corporation is to have corporate bylaws formed. Annual Meeting A meeting of the shareholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the … If an employee violates any of these bylaws and there’s a need to go to court, you can bring this document as a reference or evidence. Ready to form a Corporation and bring your great idea to life? CERTIFICATE 3.7 List of Stockholders. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. Article II: Meetings of … More share buttons. Conversely, the Articles of Incorporation is a simple outline of the company. (855) 335-9779, Monday-Friday, 10AM - 6PM EDT. Bylaws are legal documents, so you want to sound professional. Jan 17, 2016 - Simple Corporate Bylaws. 1.1 ____________ (the “Corporation”) is a duly organized corporation authorized to do business in the State of ____________ by the filing of Articles of Incorporation on ____________. Keep an appropriate tone and use understandable vocabulary. Voting need not be by written ballot. the number of directors and their powers, time in office, and manner of election or dismissal. The President shall be an ex-officio member of all committees and shall have the general powers and duties of management and supervision usually vested in the office of president of a corporation. The board of directors will fix the location of the principal executive office of the corporation at any place within or outside the State of [STATE].Section 2. The registered office is the official address (a physical location) of your corporation. The laws, statutes, regulations and rules to which the Corporation is subject shall be referred to herein as “Applicable Law.” 4.4 Resignation. One or more shareholders may participate in a meeting of shareholders by means of conference telephone, videoconferencing, or similar communications equipment by means of which all persons participating in the meeting can hear each other. Nonprofit bylaws (or Bylaws and Articles of Organization) are the main governing document for a nonprofit organization. Example Bylaws - for Organizations WITH Members BYLAWS OF [NONPROFIT ABC] ... All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. Articles of Incorporation contain information like the name of the corporation’s organizer, how many shares the company may issue, the names of all the members of the Board of Directors, and the corporation’s location. The builder asks you a few questions related to the above parameters and uses your answers to create custom corporate bylaws for your corporation. (b) The Chief Executive Officer and/or the President shall have overall responsibility and authority for management and operations of the Corporation, shall preside at all meetings of the Board of Directors and shareholders, and shall ensure that all orders and resolutions of the Board of Directors and shareholders are implemented. 3.2 Annual Meeting. These can be made through a vote of the shareholders and directors. Use our Corporate Bylaws form to establish how your corporation will operate. (d) The Treasurer shall be the chief financial officer of the Corporation, shall have responsibility for the custody of the corporate funds and securities, shall keep full and accurate records and accounts of receipts and disbursements in books belonging to the Corporation, and shall keep the monies of the Corporation in a separate account in the name of the Corporation. 2. For example, the statement of purpose for an airline company could be “The operation of aircraft and the transportation of passengers, cargo, and mail by air.”. 10.1 Notices. The undersigned ____________ of ____________, a ____________ corporation, hereby certifies that the foregoing Bylaws are the original Bylaws of the Corporation adopted by the initial director of the Corporation. Meetings of the Board of Directors may be called by any director or the President on five (5) days’ notice to each director, either personally or by telephone, express delivery service, email, or facsimile transmission, and on ten (10) days’ notice by mail (effective upon deposit of such notice in the mail). Principal Executive or Business Offices. The number of directors shall be set at ____________. In interpreting these Bylaws, except where the context otherwise requires, (a) “including” or “include” does not denote or imply any limitation, (b) “or” has the inclusive meaning “and/or,” (c) the singular includes the plural, and vice versa, and each gender includes each other gender, (d) captions or headings are only for reference and are not to be considered in interpreting these Bylaws, (e) “Section” refers to a section of these Bylaws, unless otherwise stated in these Bylaws, and (f) “day” refers to a calendar day unless expressly identified as a business All provisions under the Statutes and these Bylaws relating to meetings, action without meetings, notice, and waiver of notice, quorum, and voting requirements of the Board of Directors shall apply to such committees and their members. Although bylaws are legal documents, you do not need to use obscure “legalese.” Instead, you should use simple … There also will be a section on when and where shareholder meetings are held and perhaps a statement that the board may call meetings as needed. They provide an easy way for very important parties outside … The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings 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 the Secretary shall The Secretary shall maintain the records, minutes, and seal of the Corporation and may attest any instruments signed by any other officer of the Corporation. 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