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Form #1391

COMPLETE BYLAWS FOR SMALL PROFIT CORPORATION

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COMPLETE BYLAWS FOR SMALL PROFIT CORPORATION


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Complete bylaws for small profit corporation.

Article I.

Meetings of Stockholders

1. Stockholders' meetings shall be held at the principal office or place of business of this company in the State of _________.

2. The annual meeting of the stockholders of this company shall be held at its principal office, _________ Street, in the City of _________, State of _________, at _________ o'clock —.m. on the _________ of each year, beginning with the year _________, at which time the stockholders of the company shall elect, by ballot, a board of _________ directors for the ensuing year, and the stockholders shall transact any other business which properly comes before them.

3. A notice setting out the time and place of the annual meeting shall be mailed, postage prepaid, to each stockholder of record, at the address that appears on the stock book of the company, or if no address appears, at the last known place of address, at least _________ days prior to the annual meeting.

4. If a quorum is not present at the annual meeting, the stockholders present in person or by proxy may adjourn to any future time as shall be agreed upon by them, and notice of the adjournment shall be mailed, postage prepaid, to each stockholder at least _________ days before the adjourned meeting; but if a quorum is present, they may adjourn from day to day as they see fit, and no notice of adjournment need be given.

5. Special meetings of the stockholders shall be held at the same place as the annual meetings. These meetings may be called at any time by the president, any two directors, or the holders of _________ shares of the capital stock of the company. The secretary shall mail a notice of the call to each stockholder of the company, at least _________ days before the meeting, and the notice shall state the time and place of the meeting and the object. No business shall be transacted at a special meeting except as stated in the notice sent to the stockholders, unless by the unanimous consent of all stockholders, either in person or by proxy, all stock is represented at the meeting.

6. A majority of the stock issued and outstanding, either in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders.

7. Each stockholder shall be entitled to one vote for each share of stock standing in his or her own name on the books of the company, whether represented in person or by proxy.

8. All proxies shall be in writing and properly signed.

9. The following order of business shall be observed at all annual and special meetings of the stockholders so far as practicable:

(1). Calling the roll.

(2). Reading, correction and approval of minutes of previous meeting.

(3). Reports of officers.

(4). Reports of committees.

(5). Election of directors.

(6). Unfinished business.

(7). New business.

10. [Additional provisions not in conflict with the statutes or the articles of incorporation, relating to stockholders' meetings, may be added if desired.]

Article II.

Stock

1. Certificates of stock shall be in a form adopted by the board of directors and shall be signed by the president or vice-president and the treasurer and be attested by the corporate seal.

2. All certificates shall be consecutively numbered. The name of the person owning the shares with the number of the shares and the date of issue, shall be entered on the company's books.

3. All certificates of stock transferred by indorsement on the certificate shall be surrendered for cancellation and new certificates issued to the purchaser or assignee.

4. Shares of stock shall be transferred only on the books of the company by the holder in person or by attorney.

Article III.

Directors

1. A board of _________ directors shall be chosen annually by the stockholders at their annual meeting, to manage the affairs of the company. Their term of office shall be one year.

2. Vacancies in the board of directors by reason of death, resignation or other causes shall be filled by the remaining directors choosing from among the stockholders a director to fill the unexpired term.

3. Regular meetings of the board of directors shall be held on the _________ Monday [or other day of the week] of each month, at the office of the company in _________, or at any other time as the board of directors shall by resolution appoint. Special meetings may be called by the president, or any two directors by giving _________ days' notice to each director. A majority of the directors shall constitute a quorum.

4. The directors shall have the general management and control of the business and affairs of the company and shall exercise all the powers that may be exercised or performed by the corporation, under the statutes, the certificate of incorporation, and the bylaws.

5. Each director shall receive $_____ for attendance at any meeting of the board, and shall receive no other salary or compensation for services as a director of the company.

6. [Other provisions relating to directors may be added where not contrary to statute or the articles of incorporation.]

Article IV.

Officers

1. The officers of this company shall consist of a president, a vice-president, a secretary, and a treasurer, and any other officers as shall from time to time be chosen and appointed.

2. The president shall preside at all meetings of the directors and stockholders and shall have general charge of the affairs of the corporation subject to the board of directors.

3. The vice-president shall perform the duties as may be assigned by the board of directors. In case of the death, disability or absence of the president, he or she shall be vested with all the duties and powers of the president.

4. The secretary shall countersign all certificates of stock of the company and keep a record of the minutes of the proceedings of meetings of stockholders and directors, and shall give notice as required in these bylaws of all meetings. He or she shall have custody of all books, records, and papers of the company, except those in the charge of the treasurer, or of some other person authorized to have custody and possession by a resolution of the board of directors.

5. The treasurer shall keep accounts of all moneys of the company received or disbursed, and shall deposit all money and valuables in the name of and to the credit of the company in the banks and depositaries as the board of directors shall designate. All checks for the payment of money shall be countersigned by the treasurer.

6. The salaries of all officers shall be fixed by the board of directors, and may be changed from time to time by a majority vote of the board.

7. Each of the officers shall serve for the term of one year or until the next annual election.

Article V.

Seal

1. The corporate seal of this company shall be a circular seal with the name of the corporation around the border and the year of incorporation in the center.

Article VI.

Amendments

1. Any of these bylaws may be amended by majority vote of the stockholders at any annual meeting, or at any special meeting called for the purpose.

2. The board of directors may adopt additional bylaws in harmony but shall not alter or repeal any bylaws adopted by the stockholders of the company.

Contributed by
King and Spelling LLC
 
Total Forms Contributed 117
 

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Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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Keywords: COMPLETE BYLAWS, SMALL PROFIT CORPORATION

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