BYLAWS OF
INCORPORATION. It is recognized that (the "Corporation") is a duly organized corporation to exercise business in the State of by its registration documents.
ADDRESS. The address of the initial registered office of the Corporation is .
PURPOSE. The purpose of the Corporation is to engage in any lawful activities or business permitted under the laws of the State of .
CORPORATE CHARTER COMPLIANCE. The board of directors acknowledges and agrees that they caused the Articles of Incorporation to be filed with the relevant state authority and that all filing fees have been paid and satisfied.
DURATION. The Corporation shall exist perpetually unless dissolved as stipulated by these Bylaws or by law.
CORPORATE SEAL. The board of directors may adopt a corporate seal with the form and inscription of their choosing. The adoption and use of a corporate seal is not required.
BOARD OF DIRECTORS. The Corporation shall be managed by a board of directors consisting of director(s). The director(s) shall be elected at the annual shareholder meeting. Each director shall serve a term of year(s) or until a successor has been elected and qualified.
The number of directors may be increased or decreased at any time by amendment of these Bylaws.
The board of directors has conducted and completed the initial meeting necessary to begin the business operations of the Corporation, including the adoption of these Bylaws.
Any member(s) of the board, including the entire board, may be removed at a meeting of the shareholders called for that purpose by an affirmative vote by the holders of a majority of shares entitled to vote at any meeting of shareholders called expressly for that purpose.
Any vacancy on the board of directors may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of the director's predecessor or until a successor has been elected and qualified.
Any director may resign effective upon giving written notice to the chairperson of the board or the Corporation's board of directors.
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Each director is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the Corporation.
The directors who fail to comply with this section of these Bylaws shall be personally liable to the Corporation for any improper distributions and as may otherwise be described.
ANNUAL SHAREHOLDER MEETINGS. Shareholder meetings shall be held at the Corporation's registered office or other place as the board of directors may determine occasionally.
The purpose of the annual meeting shall be:
An annual meeting must be held once each calendar year or on the date of the original organization of the Corporation. If an annual meeting has not been held within 13 months, any shareholder or director may demand a meeting occur within after proper prior notice has been made.
SPECIAL MEETINGS. Unless otherwise proscribed by the registration documents of the Corporation, special meetings of the shareholders may be called by:
After a special meeting is called, the board of directors decides its time and place within after the special meeting has been demanded.
The corporate secretary shall cause notice to be given to each shareholder of record at least days, but no more than days, before the shareholder meeting. The notice shall be delivered by certified mail and shall state the time, place, and purpose of the meeting.
QUORUM. A quorum, which represents the required number of individuals to hold an annual or special meeting, shall be of the shareholders present.
ACTIONS OF THE CORPORATION. Actions taken on behalf of the Corporation shall be:
OFFICERS. The officers of the Corporation shall be as follows:
The officers shall be elected by the board of directors at its first meeting immediately following the annual meeting of the shareholders.
The board of directors shall have the power to remove an officer of the Corporation. Any vacancy that occurs for any reason may be filled by the board of directors.
AUTHORITY TO ISSUE. The Corporation is authorized to issue any class of shares or securities convertible into shares of any class. Before any shares of the Corporation may be issued, the board of directors must pass a resolution that authorizes the issuance, sets the minimum consideration for the shares or security, and fairly describes any non-monetary consideration. The authorized number of shares shall be as listed in the Corporation's Articles of Incorporation.
RESTRICTIONS. Shares may only be issued following the Corporation's Articles of Incorporation and through the process described in these Bylaws. Any issuance of shares over the amount described in the Articles of the Corporation must be authorized by the board of directors and approved by the affirmative vote of a majority of the shareholders. Any restriction on the transferability of shares shall be fully furnished to the shareholder upon shareholder request and without any charge to the shareholder. No shareholder has a preemptive right to subscribe to any subsequent or additional issuance of shares.
SHARE CERTIFICATES. The Corporation doesn't need to provide shareholders with any share certificates that certify the shares of the Corporation held by the shareholder. Consequently, the board may authorize the issuance of some or all shares of any class or series of shares without certificates, provided that the board shall provide to a shareholder, upon that shareholder’s request, a written statement that contains the information required to be on share certificates.
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DISSOLUTION. The Corporation may be dissolved only with the authorization of its board of directors given at a special meeting and approved by no less than board members and of the shareholders.
In the event of dissolution, the board of directors will distribute assets in compliance with the relevant statutes and regulations of the State of .
ADDITIONAL TERMS. .
AMENDMENTS. These Bylaws may be altered, modified, or repealed as follows:
Any amendment to these Bylaws shall be consistent with the laws of the State of .
These Bylaws were adopted by resolution of the Corporation's board of directors on .
By _____________________________________________
(Signature and title of the authorized executive)