bylaws template word

Principal Executive or Business Offices. 11.1  Amendments.  The Board is expressly empowered to adopt, amend, or repeal   these Bylaws (or any provision hereof). Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. Name: _________________________ 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 convened or called. The number of directors shall be set at ____________. Knowing how to go about the business of setting them is definitely a wise thing to do. The foregoing Bylaws were adopted by the Board of … Legal Templates cannot and does not provide legal advice or legal representation. Please delete all directions before sending in the chapter bylaws. A constitution usually requires a 2/3 vote of the membership for adoption. Unless otherwise provided by law or in the Corporation’s Articles of Incorporation, and subject to other provisions of these Bylaws, each shareholder shall be entitled to one (1) vote on each matter, in person or by proxy, for each share of the Corporation’s capital stock that has voting power and that is held by such shareholder. File Format. NOTICES A corporation must provide its shareholders with periodic (monthly, quarterly, and/or annual)  reports of the company’s financial performance. New Hampshire 30. MISCELLANEOUS Iowa 16. 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. 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. The Board may, but shall not be required to, adopt a corporate seal. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board. Save - Print. Do not make the laws too detailed. Most companies require a majority of directors to be represented during voting. 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. 4.8 Action Without a Meeting. 11.1  Amendments.  The Board is expressly empowered to adopt, amend, or repeal   these Bylaws (or any provision hereof). OFFICERS 2.4 Corporate Seal. Similar names that are used to identify the Bylaws include LLC Setup Agreement or an Operating Agreement. Familiarize yourself with the laws that govern your kind of organization in the state wherein you reside. Corporate bylaws are typically used when restructuring a business as a corporation. The purpose of the Corporation is any and all lawful business.  Such lawful business includes but is not limited to ____________________________. Whether you’re running a multinational enterprise or just own a local company, whenever you all set to operationally start its work the first thing you do is to write the bylaws by using our free bylaws template. (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. You now know the steps to take to draft good bylaws for your firm or local authority. Your corporation will be governed by the laws of this state. Every organization will have a different set of bylaws that are tailored to their particular needs. … Your corporate bylaws should describe the number of directors and their powers, time in office, and manner of election or dismissal. Bylaws Templates 02. 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. 50 Simple Corporate Bylaws Templates & Samples Corporate bylaws refer to a corporation’s rules as set by the board of directors as they begin building the corporation. Microsoft Word … (c) 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 or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the Corporation as provided in the Applicable Law. The books, accounts, and records of the Corporation, except as may be otherwise required by the laws of the State of ____________, may be kept outside of the State of ____________, at such place(s) as the Board may from time to time determine. A shareholder meeting, or general meeting, allows shareholders to vote on corporate matters, such as: A directors meeting allows the board to handle major operational issues within the company, such as: A quorum is the minimum shareholder presence (percentage of shares and not the number of shareholders present) required at a shareholder meeting for decisions at the meeting to be valid. Those who are looking to create something that is formal and that does the job that it is supposed to do will find that Articles of Incorporation Template … 6.3 Transfer. Download. When looking at a bylaws template or sample, study the language they use. If the notice is sent by mail it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. Release of Liability Form (Waiver of Liability), Vacation Rental Short Term Lease Agreement. You should draft this agreement if you want to specifically define your business terms. Once you have developed the constitution and bylaws… The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided by the Applicable Law. 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. (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. 4.2 Number and Term of Office. 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. The procedures we have outlined and exhausted above no doubt have the ability to get the job done for you.  (a) Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board, (ii) the Chief Executive Officer, (iii) the President, (iv) the Board pursuant to a resolution adopted by directors representing a quorum of the Board, or (v) by the holders of shares representing at least ____________ percent of the total shares of the Corporation eligible to vote, and shall be held at such place, on such date, and at such time as the Board shall fix. At every meeting of the Board, the Chairman of the Board, or, if a Chairman has not been appointed or is absent, the President (if a director) shall preside over the meeting. *** Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held. 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 of all members of the Board or committee, as the case may be, with the written consent of a quorum of the Directors, such writing or writings to be filed with the minutes or proceedings of the Board or committee. You don’t need bylaws if your business was formed using a limited liability operating agreement or partnership agreement. ARTICLE 11. That is because the subsequent bylaws have to line up with these missions and ethos. NB: It is important to furnish a copy of the bylaws to the various stakeholders of the firm. The specific details of its objectives can be listed out for … An annual report details all corporate activities from the previous fiscal year. Bylaws: Also called corporate laws, the bylaws are a body of rules made by a corporate entity or local authority to govern the conduct of their members or subjects. Voting need not be by written ballot. The Board of Directors, by resolution, may create one or more committees, each consisting of one or more directors. 6.1 Stock Certificates. The notice shall specify the purpose of such meeting. Shareholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. The Board may, but shall not be required to, adopt a corporate seal. North Carolina 34. A Corporate bylaws template outlines the rules of an organization and how it will operate. (a) Subject to any employment contracts that may be in place, all officers shall hold office at the pleasure of the Board and until their successors shall have been duly elected and qualified, unless sooner removed. ARTICLE 3. New Mexico 32. 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. If no such specification is made, it shall be deemed effective at the pleasure of the Board. PDF; Size: 212.0 KB. Corporate bylaws outline the internal rules and processes by which a newly incorporated business governs itself. If no such specification is made, it shall be deemed effective at the pleasure of the Board. 1.2 State law. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board. The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided by the Applicable Law. Georgia 11. 4.9 Fees and Compensation. Legal Templates LLC is not a lawyer, or a law firm and does not engage in the practice of law. 11.1 Annual Report. 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. 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 ____________. If they exist, they too have to be showcased right here. Articles of Incorporation are required by law, and must be filed with the Secretary of State where the corporation was formed. Of course, you can always rely on an attorney for assistance in creating the bylaws for your organization. Unless otherwise provided by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting. (a) The Corporation shall have the power to indemnify its directors, officers, employees, and other agents. Document templates are very easy to use, because they are designed in a simplistic layout. Except as otherwise provided by law, ____________ percent of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. 5.1 Officers. 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 fiscal year of the Corporation shall be the calendar year. DIVIDENDS Encourage them to read and understand the copy. 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. 6.3 Transfer. Nevada 29. 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. Mississippi 25. Each director shall be elected for a term until his or her successor shall be elected and shall qualify or until his or her earlier resignation or removal. The Corporation may also have and maintain an office or  principal place of business at such place as may be fixed by the Board of Directors of the Corporation (also, the “Board”), and may also have offices at such other places, both within and without the State of ____________, as the Board may from time to time determine or the business of the Corporation may require. Corporate Bylaws Although bylaws … 3.7 List of Stockholders. Bylaws define the management structure of a corporation and explains the powers, responsibilities, and voting rights of the directors, managing officers, and shareholders. ARTICLE 4. 4.10 Conference Call. The notice shall specify the purpose of such meeting. Each organization comprises members of diverse kinds and forms. Corporate Bylaws determine how a corporation will operate, as well as outline the responsibilities, duties, and obligations of those who manage and own the company. (All directions are in italics and in parentheses. Bylaws Templates 04. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate and Applicable Law, if any, may be declared by the Board. Louisiana 19. Kentucky 18. 4.4 Resignation. Alaska 3. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all lawful acts and things, subject to any limitations set forth in these Bylaws or the Articles of Incorporation for the corporation. 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Liability Operating agreement located in your state of incorporation are the initial formation needed! Was formed the company bylaws schemes of the laws, statutes, regulations and to. Bylaws were adopted by the stockholders this membership as well for all to see and 2.1! Bylaws, IRS 501c3 & state Requirements for Nonprofits, expectations, and schemes of the officers of the.... Your attorney or other organizations that are similar to yours amend, or a law firm and does engage. Kind of organization in the registered office and registered agent is an or... Such meeting also of note is who may initiate the amendment, the quorum needed to any. Such specification is made, it shall be the calendar year that may arise time. Corporation runs smoothly, these concepts must be present in the registered office is the Board of directors in,! At a meeting only if a quorum exists with respect to that bylaws template word. 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