corporate bylaws template single owner
After the owners appoint directors, file articles of incorporation, and create bylaws, the directors must hold an initial board meeting to handle a few corporate formalities and make some important decisions. (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. The shares of the Corporation may but is not required to be, in the discretion of the Board of Directors, represented by certificates. (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. The Secretary shall act as secretary of the meeting. Download 41.00 KB #12. The officers of the Corporation shall include the following: (a) the Chief Executive Officer and/or the President; (b) the Secretary and (c) the The Board may assign such additional titles to one or more of the officers as it shall deem appropriate. An annual report details all corporate activities from the previous fiscal year. 11.3 Interpretation. Hawaii 12. 10.1 Notices. The registered office of the corporation shall be at: "Address" The registered agent in charge thereof shall be: "Name". 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. Find out the top 10 provisions to include in your corporate bylaws. (a) Whenever written notice is required to be given to any person, it may be … Corporate minutes for single shareholder are the written record of all decisions or actions that are taken during a meeting of a corporation's shareholders. Such lawful business includes but is not limited to ____________________________. A meeting of shareholders shall be held each year for the election of directors and for the transaction of any other business that may come before the meeting. Importance of Bylaws. Series LLC by State. The Web has hundreds associated with thousands of templates of different categories, but plowing by means of countless web pages for high-quality free gifts is normally the hardest component of the work. Creating sample corporate bylaws and following them is also an important aspect of what’s known as corporate compliance. The action must be evidenced by one or more written consents, describing the action taken, signed and dated by the shareholders entitled to take action without a meeting, and delivered to the Corporation at its registered office or to the officer having charge of the Corporation’s minute. Even small companies encounter challenges and internal issues. In the case of corporations, it’s even tougher to maintain order and organization when you can’t keep … Delaware 9. (c) The Secretary shall attend all meetings of the Board and all meetings of the shareholders and shall act as clerk thereof, and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose, and shall perform like duties for all committees of the Board of Directors when required. Definition of Corporation Bylaws 2. This section affirms that the registered agent office is the same as listed in the Articles of … Free Templates For Your Needs. ARTICLE 7. Principal Executive or Business Offices. 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. 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. ARTICLE 1 -- SHAREHOLDERS. The purpose of the Corporation is any and all lawful business. 7.1 Declaration of Dividends. 3.4 Notice of Meetings. 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. 2.3 Books, Accounts and Records, and Inspection Rights. 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. 11.1 Amendments. Sample bylaws for an S corp can be used to create corporation bylaws or company bylaws 3 min read. Corporations enjoy most of the rights and responsibilities that an individual possesses; that is, a corporation has the right to enter into contracts, loan, and borrow money, sue and be sued, hire employees, own assets and pay taxes.” ... You may also see legal notice templates. (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. Offices. 3.7 List of Stockholders. ... We have … pfizer.com. 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. DIRECTORS 4.9 Fees and Compensation. Home Legal Documents Corporate Bylaws. ARTICLE 8. The annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board. 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. 3.1 Place of Meetings. Shareholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. To ensure that your corporation runs smoothly, these concepts must be well-defined in your bylaws document. 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. Iowa 16. 4.1 Powers. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before any meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged alphabetically, and showing the address of each shareholder and the number of shares held by each shareholder. The Board is expressly empowered to adopt, amend, or repeal these Bylaws (or any provision hereof). 11.3 Interpretation. BYLAWS OF _____ A _____ Profit Corporation ARTICLE I SHAREHOLDERS 1. I am the single owner, director, shareholder and employee of the company. 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. 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. Such report shall include a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year, accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. 2.1 Registered Office and Registered Agent. 11.1 Annual Report. ARTICLE 11. (b) If a special meeting is properly called by any person or persons other than the Board, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified or registered mail, return receipt requested, or by telegraphic or other facsimile transmission to the Chairman of the Board, the Chief Executive Officer, or the Secretary. 5.2 Tenure and Duties of Officers. (b) Whenever any written notice is required by law, or by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 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. 4.2 Number and Term of Office. When you’re a solo shareholder and director, it’s very easy to … 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. 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. 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. In the absence of certificates, the share ownership in the Corporation shall be registered in the share ledger and transfer books of the Corporation. 2.3 Books, Accounts and Records, and Inspection Rights. 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. NOTICES Maryland 21. Mississippi 25. ARTICLE 5. 3.6 Voting Rights. Read Our Blog . Legal Templates cannot and does not provide legal advice or legal representation. 5.1 Officers. Details. 3.4 Notice of Meetings. 2.4 Corporate Seal. The Board may, but shall not be required to, adopt a corporate seal. SAMPLE CORPORATE BYLAWS BYLAWS of "COMPANY" ARTICLE I OFFICES Section 1. 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. North Dakota 35. It is essential that they are followed to the letter to avoid unnecessary conflicts. While you may have corporate (working) offices anywhere, your registered office must be located in your state of incorporation. 4.4 Resignation. 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 ____________. 5.1 Officers. 4.7 Quorum and Voting. Adobe PDF Sample bylaws for non profit … Consider having an odd number of directors to prevent ties during voting, which could leave your corporation in a difficult position if no tie-breaking procedures are in place. Importance of … Colorado 7. (b) The Corporation may purchase and maintain insurance in a reasonable amount on behalf of any person who is or was a director, officer, agent or employee of the Corporation against liability asserted against or incurred by such person in such capacity or arising from such person’s status as Additionally, the Corporation may purchase life insurance on the life of any shareholder which may, in the discretion of the Corporation or subject to any agreement entered into with such shareholder or his/her estate, be used in connection with the repurchase of such shareholder’s shares upon his/her death. Meetings of the stockholders may be held at such place, either within or without the State of ____________, as may be determined from time to time by the Board. The Board is expressly empowered to adopt, amend, or repeal these Bylaws (or any provision hereof). 5.3 Execution of Instruments. For instance, one of my small business owner clients recently asked me whether it made sense for her to reorganize a single member LLC into a solo S-Corporation because of the new law. Maine 20. 4.8 Action Without a Meeting. Each director present shall have one vote, irrespective of the number of shares of stock, if any, he or she may hold. 1.2 State law. ____________ percent of the total number of authorized directors shall constitute a quorum for transaction of business. The holders of a majority of the outstanding shares represented at a meeting, whether or not a quorum is present, may adjourn the meeting from time to. Your corporate bylaws should describe the number of directors and their powers, time in office, and manner of election or dismissal. The Treasurer shall provide to the President and directors, at the regular meetings of the Board, or whenever requested by the Board, an account of all financial transactions and of the financial condition of the Corporation. 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. Free Sample Corporate Resolution for Blanket Authority to Sell Assets. 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 AMENDMENTS 11.2 Forum. Unlike the shareholders quorum, a quorum for directors is based on the number of people rather than the percentage of shares represented. You don’t need bylaws if your business was formed using a limited liability operating agreement or partnership agreement. 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. 7.2 Dividend Reserve. Do I Really Need to Bother with This? Additionally, if the corporation will be an S corporation… 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 can be drafted with complex provisions to manage large, international corporations. Alabama Series LLC. 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. The purpose of the Corporation is any and all lawful business. It sets out how the shareholders intend the company should be operated. New Jersey 31. LLC Members & Managers. No transfer shall be made which is inconsistent with any provision of law, the Articles of Incorporation for the Corporation, these Bylaws or, if one exists, a Shareholder Agreement or other agreement which restricts transfers of the Corporation’s stock. 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. 6.4 Fixing Record Dates. 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. 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 Each such committee shall serve at the pleasure of the Board. Corporate Bylaws 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. Download 49.50 KB #13. Download 26.50 KB … 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. 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. The registered office is the official address (a physical location) of your corporation. There are fundamentally two types of stock that can be offered by a corporation — common stock and preferred stock — and each has a different set of ownership rights associated with it. Delaware Series LLC. Microsoft Word (.docx). Title: _________________________ No business may be transacted at such special meeting otherwise than specified in such notice. The board of directors oversees all business affairs and determines the top-level strategies of the corporation. 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. The fiscal year of the Corporation shall be the calendar year. 3.9 Conference Call. 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. 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. 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 ____________. Details. ____________ percent of the total number of authorized directors shall constitute a quorum for transaction of business. 4.6 Meetings. A corporate resolution is any action that has been voted on by the shareholders or directors. PDF; Size: 22KB. 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. 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. A registered agent is an individual or company who has the authority to accept mail and legal documents on behalf of the corporation. ARTICLE 4. Use our Corporate Bylaws form to establish how your corporation will operate. Louisiana 19. The holders of a majority of the outstanding shares represented at a meeting, whether or not a quorum is present, may adjourn the meeting from time to Corporate Bylaws Example. Meetings of the stockholders may be held at such place, either within or without the State of ____________, as may be determined from time to time by the Board. It is still good practice to have (and follow) your corporate bylaws, though, even if your corporation is a party of one. Minnesota 24. New Mexico 32. ARTICLE 2. Voting need not be by written ballot. 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. OFFICERS A shareholders agreement is an essential document to have in place. 6.2 Lost Certificates. 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. Small business owners, particularly those with few shareholders, are often doubtful of the necessity of providing bylaws. The list shall be open to the examination of any shareholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days before the meeting, either at a place in the city where the meeting is to be held, which place must be specified in the notice of the meeting, or at a place in the city of the Corporation’s registered office in ____________. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. S Corporation Bylaws 3. FISCAL YEAR MISCELLANEOUS Your corporate name is the name specified in your articles of incorporation, and your state of incorporation is the state where your corporation was formed. New York 33. *** The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial directors of a corporation other than a nonstock corporation or initial members of the governing body of a nonstock corporation if they were named in the certificate of incorporation, or, before a corporation other than a nonstock corporation has received any payment for any of its stock, by its … - 6PM EDT our blog using a limited Liability operating agreement or agreement... Repeal these bylaws ( or any provision hereof ) corporation must provide its shareholders periodic. And other agents operating agreement or partnership agreement in person at such meeting with our user-friendly questionnaire on the,! 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