Every person entitled to vote for directors or on any other matter will have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. Such general powers shall include but not be limited to :. Number of Directors. 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 shares entitled to vote.
Election and Term of Office of Directors. Directors will be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Any director may resign effective on giving written notice to the chair of the board, the president, the secretary, or the board of directors. A vacancy in the board of directors will be deemed to exist: if a director dies, resigns, or is removed by the shareholders; a court of appropriate jurisdiction enters a felony conviction against the director or declares the director of unsound mind; or if the authorized number of directors is increased.
Place of Meetings; Meetings by Electronic Communications. Meetings of directors will be held at any place within or outside the State of state designated by the board of directors. Directors not physically present in person at a meeting of the board of directors may participate in a meeting of the board of directors by means of electronic transmission or similar means of communication.
Section 7. Special Meetings. Special meetings of the board of directors may be called for any purpose or purposes at any time by the chairman of the board, the president, any vice president, the secretary, or any two directors. A majority of the authorized number of directors will constitute a quorum for the transaction of business. Waiver of Notice. Notice of a meeting, although otherwise required, need not be given to any director who signs a written waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting.
Action Without a Meeting. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board of directors individually or collectively consent in writing to that action. The officers of the corporation will be a president, a secretary, and a treasurer.
The corporation may also have, at the discretion of the board of directors, such other officers as may be appointed in accordance this Article. Any number of offices may be held by the same person. Appointment of Officers. The officers of the corporation will be appointed annually by the board of directors, and will serve at the pleasure of the board of directors.
Removal and Resignation of Officers. Any officer chosen by the board of directors may be removed at any time, with or without cause or notice, by the board of directors.
Any officer may resign at any time by giving written notice to the corporation. Vacancies in Offices. The managerial powers and duties of the president will include, but are not limited to, all the general powers and duties of management of the corporation. Vice Presidents. If desired, one or more vice presidents may be chosen by the board of directors and shall serve at the direction of the President.
The secretary will keep at the principal executive office a record of shareholders. If the secretary or other person authorized by the secretary to give notice fails to act, notice of any meeting may be given by any other officer of the corporation. The treasurer will keep adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares.
The books of account will at all reasonable times be open to inspection by any director. The corporation will, to the maximum extent permitted by the Code, have power to indemnify each of its agents against amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation, and will have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by the Code.
Authorized Signatories for Checks. All checks or other evidences of indebtedness issued in the name of or payable to the corporation will be signed or endorsed by the person in the manner authorized from time to time by resolution of the board of directors.
Executing Corporate Contracts and Instruments. Except as otherwise provided in the articles or in these bylaws, the board of directors by resolution may authorize any officer, officers, agent, or agents to enter into any contract or to execute any instrument in the name of and on behalf of the corporation.
Certificates for Shares. A certificate for shares of the capital stock of the corporation will be issued to each shareholder when any of the shares are fully paid.
All certificates will be signed in the name of the corporation by the president and either the treasurer or secretary. Lost Certificates. No new certificates for shares will be issued to replace old certificates unless the old certificate is surrendered to the corporation for cancellation at the same time.
While corporate bylaws may differ based on the size and type of the corporation, they generally cover the same points, including:. Corporate bylaws are not the same as articles of incorporation , which is a document filed with the Secretary of State that indicates an intent to incorporate a business within that state.
In general, most corporations will have both documents. You should use a corporate bylaws template if you plan on incorporating your business. However, bylaws do have to address incorporation standards mandated by the state, such as the number of board directors or how bylaws can be amended.
For example, California has no strict specification for what has to be written in corporate bylaws. However, a company incorporated in California with more than three shareholders is required to have at least three directors for its board, which must be noted in the company bylaws. A company incorporated as a C corporation, or C corp , is taxed separately from its shareholders, but also retains its profits and losses independently.
The IRS considers the C corp as the default standard for corporations. However, other types of business entities also have to produce their own bylaws. While S corporations, or S corps , are different business entities than C corporations, they are subject to the same corporate bylaw requirements. Company bylaws for both types of corporations are state-mandated management guidelines that are written to protect the shareholders and the board of directors from liabilities.
Much like bylaws, the document outlines how the LLC is organized and operated, along with the member responsibilities. Despite the difference in name, LLC operating agreements are legally binding documents that protect business owners and interests. A properly written corporate bylaws template will address main points common to most corporations, but they do involve more technical terms that are usually included.
One of the first tasks in incorporating a company is to decide on an available name. Many state business filing websites include a free search function where you can check if your desired business name is already taken.
Shareholders are essentially the owners of a corporation, so the details of the annual meeting should be included to facilitate the voting process. In addition to a list of stockholders, the bylaws should also outline their voting rights and the quorum minimum number of members present necessary to vote on matters. The board of directors is responsible for writing the corporate bylaws, and must also lay out the appointment process for its members, including:.
The operating details of these committees should be noted.
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