Corporate Bylaws

These are the bylaws of ____________________________________________________

____________________________, a _______________________________ corporation.
Article I: Meetings of Shareholders
1. The annual meeting of shareholders will be held on the _____________________ in
_____________________. The annual meeting of shareholders will begin at __________
and will take place at the principal office of the corporation.
2. At the annual meeting, the shareholders will elect a board of _____________________
directors and may take any other shareholder action permitted by state law.
3. A special meeting of the shareholders may be called at any time by
[ ] the president.
[ ] ____ or more shareholders.
[ ] ____ or more directors.
4. At least 15 days before an annual or special meeting, the secretary will send a notice of
the meeting to each shareholder. The notice must be sent by first-class mail and must
state the time and place of the meeting. For a special meeting, the notice must also
include the purposes of the meeting; no action can be taken at a special meeting except as
stated in the notice, unless all shareholders consent.
5. Shareholders may attend a meeting either in person or by proxy. A quorum of
shareholders at any shareholders’ meeting will consist of the owners of a majority of the
shares outstanding. If a quorum is present, the shareholders may adjourn from day to day
as they see fit, and no notice of such adjournment need be given. If a quorum is not
present, the shareholders present in person or by proxy may adjourn to such future time
as they agree upon; notice of such adjournment must be mailed to each shareholder at
least 15 days before such adjourned meeting.
6. Each shareholder, whether represented in person or by proxy, is entitled to one vote for
each share of stock standing in their name on the books of the company.
7. Proxies must be in writing.
8. All shareholders’ actions require the assent of a majority of the corporate shares that
have been issued, but if state law requires a greater number of votes, that law will prevail.

www.nolo.com Form 2D: Corporate Bylaws Page 1 of 5

 [ ] Exception: ________________________________________________________
requires the assent of __________________ of the corporate shares that have been
issued.
9. Shareholders may, by written consent, take any action required or permitted to be taken
at an annual or special meeting of shareholders. Such action may be taken without prior
notice to shareholders. The written consent must:
 state the action taken, and
 be signed and dated by the owners of shares having at least the number of votes
that would be needed to take such action at a meeting.
If the written consent is not signed by all shareholders, the secretary will within three
days send a copy of the written consent to the shareholders who did not sign it.
Article II: Stock
1. Stock certificates must be signed by the president and secretary of the corporation.
2. The name of the person owning shares represented by a stock certificate, the number of
shares owned, and the date of issue will be entered in the corporation’s books.
3. All stock certificates transferred by endorsement must be surrendered for cancellation.
New certificates will be issued to the purchaser or assignee.
4. Shares of stock can be transferred only on the books of the corporation and only by the
secretary.
Article III: Board of Directors
1. The board of directors will manage the business of the corporation and will exercise all
the powers that may be exercised by the corporation under the statutes of the State of
_________________________, the articles of incorporation, or the corporate bylaws.
2. A vacancy on the board of directors by reason of death, resignation, or other causes
may be filled by the remaining directors, or the board may leave the position unfilled, in
which case it will be filled by a vote of the shareholders at a special meeting or at the
next annual meeting. During periods when there is an unfilled vacancy on the board of
directors, actions taken by the remaining directors will constitute actions of the board.
3. The board of directors will meet annually, immediately following the annual meeting
of shareholders. The board of directors may also hold other regular meetings, at times and
places to be fixed by unanimous agreement of the board. At annual or regular meetings,

www.nolo.com Form 2D: Corporate Bylaws Page 2 of 5

 the board may take any actions allowed by law or these bylaws.
Special meetings may be called by
[ ] the president
[ ] any director
[ ] ___ or more directors
by giving ______ days’ written notice to all directors.
A notice of a special meeting must be sent by first-class mail and must state the time,
place, and purposes of the meeting; no action can be taken at a special meeting of
directors except as stated in the notice, unless all directors consent.
4. A quorum for a meeting will consist of ___ directors.
5. Directors will act only by
[ ] unanimous assent of the directors.
[ ] the assent of a majority of those directors present.
[ ] the assent of at least ___ directors.
6. The directors will not be compensated for serving as such. A director may, however,
serve in other capacities with the corporation and receive compensation for such service.
7. Directors may, by written consent, take any action required or permitted to be taken at
a directors’ meeting. Such action may be taken without prior notice to the directors. The
written consent must:
 state the action taken, and
 be signed and dated by at least the number of directors whose votes would be
needed to take such action at a meeting.
If the written consent is not signed by all directors, the secretary will within three
days send a copy of the written consent to the directors who did not sign it.
8. Directors may meet or participate in meetings by telephone or other electronic means
as long as all directors are continuously able to communicate with one another.
Article IV: Officers
1. The officers of the corporation will consist of a
[ ] president
[ ] vice-president
[ ] secretary

www.nolo.com Form 2D: Corporate Bylaws Page 3 of 5

 [ ] treasurer
[ ] secretary-treasurer
and such other officers as the board of directors may appoint.
2. The president will preside at all meetings of the directors and shareholders, and will
have general charge of the business of the corporation, subject to approval of the board of
directors.
3. In case of the death, disability, or absence of the president, the [choose one: vice-
president/secretary] will perform and be vested with all the duties and powers of the
president.
4. The secretary will keep the corporate records, including minutes of shareholders’ and
directors’ meetings and consent resolutions. The secretary will give notice, as required in
these bylaws, of shareholders’ and directors’ meetings.
5. The treasurer will keep accounts of all moneys of the corporation received or
disbursed, and will deposit all moneys and valuables in the name of the corporation in the
banks and depositories that the directors designate. Checks against company accounts
will be signed as directed by the board of directors.
6. The salaries of all officers will be fixed by the board of directors and may be changed
from time to time by the board of directors.
Article V: Fiscal
1. The books of the corporation will be closed at a date to be selected by the directors
prior to the filing of the first income tax return due from the corporation. The books will
be kept on
[ ] a cash basis.
[ ] an accrual basis.
2. Within 75 days after the corporation’s fiscal year ends, the treasurer will provide each
shareholder with a financial statement for the corporation.
Article VI: Amendments
Any of these bylaws may be amended or repealed by a vote of the owners of a majority
of the shares outstanding at any annual meeting or at any special meeting called for that
purpose.

www.nolo.com Form 2D: Corporate Bylaws Page 4 of 5

 Adopted on: ________________________
By: ___________________________________________________________________
Printed name: ___________________________________________________________

By: ___________________________________________________________________
Printed name: ___________________________________________________________

By: ___________________________________________________________________
Printed name: ___________________________________________________________

By: ___________________________________________________________________
Printed name: ___________________________________________________________

www.nolo.com Form 2D: Corporate Bylaws Page 5 of 5