Incorporation Resources 

 
TYPICAL CORPORATE BYLAWS 

 
ARTICLE I—OFFICES 

Section 1. The registered office of the corporation shall be at: 
The registered agent in charge thereof shall be: 
 
Section 2. The corporation may also have offices at such other places as the 
Board of Directors may from time to time appoint or the business of the 
corporation may require. 
 

ARTICLE II—SEAL 

Section 1. The signature of the secretary shall serve as the corporate seal. 
 

ARTICLE III—STOCKHOLDERS’ MEETINGS 

Section 1 Meetings of stockholders shall be held at the registered office of the corporation in this state or at such place, either within or without this state, as may be selected from time to time by the Board of Directors. Section 2. Annual Meetings: The annual meeting of the stockholders shall be held on the 30th day of July (ONE MONTH AFTER END OF FISCAL YEAR) each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 o’clock A.M., when they shall elect a board of Directors and transact such other business as may properly be brought before the meeting. If the annual meeting for election of directors is not held on the date designated therefore, the directors shall cause the meeting to be held as soon thereafter as convenient.

Section 3. Election of Directors: Elections of the directors of the corporation shall 

be by written ballot. 
 
Section 4. Special Meetings: Special meetings of the stockholders may be called 
at any time by the Chairman, or the Board of Directors, entitled to cast at least 
one-fifth of the votes which all stockholders are entitled to cast at the particular 
meeting. At any time, upon written request of any person or persons who have 
duly called a special meeting, it shall be the duty of the Secretary to fix the date 
of the meeting, to be held not more than sixty days after receipt of the request, 
and to give due notice thereof. If the Secretary shall neglect or refuse to fix the 
date of the meeting and give notice thereof, the person or persons calling the 
meeting may do so. Business transacted at all special meetings shall be confined 
to the objects stated in the call and matters germane thereto, unless all 
stockholders entitled to vote are present and consent. Written notice of a special 
meeting of stockholders stating the time and place and object thereof, shall be 
given to each stockholder entitled to vote thereat at least 30 days before such meeting, unless a greater period of notice is required by statute in a particular case. 

 Section 5. Quorum: (VARIES) 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 stockholders. If less than a majority of the outstanding 
shares entitled to vote is represented at a meeting, a majority of the shares so 
represented may adjourn the meeting from time to time without further notice. At 
such adjourned meeting at which a quorum shall be present or represented, any 
business may be transacted which might have been transacted at the meeting as 
originally noticed. The stockholders present at a duly organized meeting may 
continue to transact business until adjournment, notwithstanding the withdrawal 
of enough stockholders to leave less than a quorum. 
 
Section 6. Proxies: Each stockholder entitled to vote at a meeting of stockholders 
or to express consent or dissent to corporate action in writing without a meeting 
may authorize another person or persons to act for him by proxy, but no such 
proxy shall be voted or acted upon after three years from its date, unless the 
proxy provides for a longer period. A duly executed proxy shall be irrevocable if it 
states that it is irrevocable and if, and only as long as, it is coupled with an 
interest sufficient in law to support an irrevocable power. A proxy may be made 
irrevocable regardless of whether the interest with which it is coupled is an 
interest in the stock itself or an interest in the corporation generally. All proxies 
shall be filed with the Secretary of the meeting before being voted upon. 
 
Section 7. Notice of Meetings: Whenever stockholders are required or permitted 
to take any action at a meeting, a written notice of the meeting shall be given 
which shall state the place, date and hour of the meeting, and, in the case of a 
special meeting, the purpose or purposes for which the meeting is called. Unless 
otherwise provided by law, written notice of any meeting shall be given not less 
than ten nor more than sixty days before the date of the meeting to each 
stockholder entitled to vote at such meeting. 
 
Section 8. Consent in Lieu of Meetings: Any action required to be taken at any 
annual or special meeting of stockholders, or any action which may be taken at 
any annual or special meeting of such stockholders, 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 stock 
having not less than the minimum number of votes that would be necessary to 
authorize or take such action at a meeting at which all shares entitled to vote 
thereon were present and voted. 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. 
 
Section 9 List of Stockholders: The officer who has charge of the stock ledger of 
the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each 
stockholder. No share of stock upon which any installment is due and unpaid 
shall be voted at any meeting. The list shall be open to the examination of any 
stockholder, for any purpose germane to the meeting, during ordinary business 
hours, for a period of at least ten days prior to the meeting, either at a place 
within the city where the meeting is to be held, which place shall be specified in 
the notice of the meeting, or, if not so specified, at the place where the meeting is 
to be held. The list shall also be produced and kept at the time and place of the 
meeting during the whole time thereof, and may be inspected by any stockholder 
who is present. 
 

ARTICLE IV—DIRECTORS 

Section 1. The business and affairs of this corporation shall be managed by its 
Board of Directors, (VARIES) in number. The directors need not be residents of 
this state or stockholders in the corporation. They shall be elected by the 
stockholders at the annual meeting of stockholders of the corporation, and each 
director shall be elected for the term of one year, and until his successor shall 
have been duly elected, appointed and qualified or until his earlier resignation or 
removal. 
 
Section 2. Regular Meetings: Regular meetings of the Board shall be held 
without notice, at least quarterly, at the registered office of the corporation, or at 
such other time and place as shall be determined by the Board. 
 
Section 3. Special Meetings: Special Meetings of the Board may be called by the 
Chairman on 2 days notice to each director, either personally or by mail, fax or by 
telegram; special meetings shall be called by the President or Secretary in like 
manner and on like notice on the written request of a majority of the directors in 
office. 
 
Section 4. Quorum: A majority of the total number of directors shall constitute a 
quorum for the transaction of business. 
 
Section 5. Consent in Lieu of Meeting: 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 if all members of the Board of committee, as the case 
may be, consent thereto in writing, and the writing or writings are filed with the 
minutes of proceedings of the Board or committee. The Board of Directors may 
hold its meetings, and have an office or offices, outside of this state. 
 
Section 6. Conference By Telephone: One or more directors may participate in a 
meeting of the Board, or a committee of the Board or of the stockholders, by 
means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in this manner shall constitute presence in person at such meeting. 

 
Section 7. Compensation Directors as such, shall not receive any stated salary 
for their services, but by resolution of the Board, a fixed sum and expenses of 
attendance at each regular or special meeting of the Board PROVIDED, that 
nothing herein contained shall be construed to preclude any director from serving 
the corporation in any other capacity and receiving compensation therefore. 
 
Section 8. Removal: Any director or the entire Board of Directors may be 
removed, with or without cause, by the holders of a majority of the shares then 
entitled to vote at an election of directors (THIS PART VAIRES WIDELY) 
 

ARTICLE V—OFFICERS 

Section 1. The executive officers of the corporation shall be chosen by the 
directors and shall be a Chairman, President, Secretary and Chief Financial 
Officer. The Board of Directors may also choose a one or more Vice Presidents 
and such other officers as it shall deem necessary. Any number of offices may be 
held by the same person. 
 
Section 2. Salaries: Salaries of all officers and agents of the corporation shall be 
fixed by the Board of Directors. 
 
Section 3. Term of Office: The officers of the corporation shall hold office for one 
year and until their successors are chosen and have qualified. Any officer or 
agent elected or appointed by the Board may be removed by the Board of 
Directors whenever in its judgment the best interest of the corporation will be 
served thereby. 
 
Section 4. Chairman: The Chairman shall preside at all meetings of the 
stockholders and directors; he shall see that all orders and resolutions of the 
Board are carried into effect, subject, however, to the right of the directors to 
delegate any specific powers, except such as may be by statute exclusively 
conferred on the Chairman, to any other officer or officers of the corporation. He 
shall execute bonds, mortgages and other contracts requiring a seal, under the 
seal of the corporation. He shall be EX-OFFICIO a member of all committees. 
 
Section 5. President: The President shall attend all sessions of the Board. He 
shall have duties shall perform such duties as from time to time may be assigned 
by the directors. 
 
Section 6. Vice-President: The Vice-President shall attend all sessions of the 
Board. He shall have duties delegated to him by the directors. In the absence of 
the President, the Vice-President shall perform the duties of the President and 
when so acting, shall have all the powers of and be subject to all the restrictions upon the president.

The Vice-President shall perform such other duties as from 
time to time may be assigned to him by the president or by the directors. 
 
Section 7. Secretary: The Secretary shall attend all sessions of the Board and all 
meetings at the stockholders and 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. He shall give, or cause to be given, notice of all meetings of the 
stockholders and of the Board of Directors, and shall perform such other duties 
as may be prescribed by the Board of Directors or President, and under whose 
supervision he shall be. When authorized by the Board, he shall affix the seal of 
the corporation to any instrument requiring it. 
 
Section 8. Chief Financial Officer: The Chief Financial Officer shall have custody 
of the corporate funds and securities and shall keep full and accurate accounts of 
receipts and disbursements in books belonging to the corporation, and shall keep 
the monies of the corporation in separate account to the credit of the corporation. 
He shall disburse the funds of the corporation as may be ordered by the Board, 
taking proper vouchers for such disbursements, and shall render to the President 
and directors, at the regular meetings of the Board, or whenever they may 
require it, an account of all his transactions as Chief Financial Officer and of the 
financial condition of the corporation. 
 

ARTICLE VI—VACANCIES

Section 1. Any vacancy occurring in any office of the corporation by death, 
resignation, removal or otherwise, shall be filled by the Board of Directors. 
Vacancies and newly created directorships resulting from any increase in the 
authorized number of directors may be filled by a majority of the directors then in 
office, although not less than a quorum, or by a sole remaining director. If at any 
time, by reason of death or resignation or other cause, the corporation should 
have no directors in office, then any officer or any stockholder or an executor, 
administrator, trustee or guardian of a stockholder, or other fiduciary entrusted 
with like responsibility for the person or estate of stockholder, may call a special 
meeting of stockholders in accordance with the provisions of these By-Laws. 
 
Section 2. Resignations Effective at Future Date: When one or more directors 
shall resign from the Board, effective at a future date, a majority of the directors 
then in office, including those who have so resigned, shall have power to fill such 
vacancy or vacancies, the vote thereon to take effect when such resignation or 
resignations shall become effective. 
 

ARTICLE VII—CORPORATE RECORDS

Section 1. Any stockholder of record, in person or by attorney or other agent, 
shall, upon written demand under oath stating the purpose thereof, have the right 
during the usual hours for business to inspect for any proper purpose the 
corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean 
a purpose reasonably related to such person’s interest as a stockholder. In every 
instance where an attorney or other agent shall be the person who seeks the 
right to inspection, the demand under oath shall be accompanied by a power of 
attorney or such other writing which authorizes the attorney or other agent to so 
act on behalf of the stockholder. The demand under oath shall be directed to the 
corporation at its registered office in this state or at its principal place of business. 
 

ARTICLE VIII—STOCK CERTIFICATES, DIVIDENDS, ETC. 

Section 1. The stock certificates of the corporation shall be numbered and 
registered in the share ledger and transfer books of the corporation as they are 
issued. They shall bear the corporate seal and shall be signed by the President. 
 
Section 2. Lost Certificate: The corporation may issue a new certificate of stock 
in the place of any certificate theretofore signed by it, alleged to have been lost, 
stolen or destroyed, and the corporation may require the owner of the lost, stolen 
or destroyed certificate, or his legal representative to give the corporation a bond 
sufficient to indemnify it against any claim that may be made against it on 
account of the alleged loss, ‘theft or destruction of any such certificate or the 
issuance of such new certificate. 
 
Section 3. Record Date: In order that the corporation may determine the 
stockholders entitled to notice of or to vote at any meeting of stockholders or any 
adjournment thereof, or the express consent to corporate action in writing without 
a meeting, or entitled to receive payment of any dividend or other distribution or 
allotment of any rights, or entitled to exercise any rights in respect of any change, 
conversion or exchange of stock or for the purpose of any other lawful action, the 
Board of Directors may fix, in advance, a record date, which shall not be more 
than sixty nor less than ten days before the date of such meeting, nor more than 
sixty days prior to any other action. 
 
If no record date is fixed: 
(a) 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 next 
preceding the day on which notice is given,-- or if notice is waived, at the close of 
business on the day next preceding the day on which the meeting is held. 
(b) The record date for determining stockholders entitled to express consent to 
corporate action in writing without a meeting, when no prior action by the Board 
of Directors is necessary, shall be the day on which the first written consent is 
expressed. 
(c) The record date for determining stockholders for any other purpose shall be at 
the close of business on the day on which the Board of Directors adopts the 
resolution relating thereto. 
(d) 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 of Directors may fix a new record date for the adjourned meeting. 

Section 4. Dividends: The Board of Directors may declare and pay dividends 
upon the outstanding shares of the corporation from time to time and to such 
extent as they deem advisable, in the manner and upon the terms and conditions 
provided by the statute and the Certificate of Incorporation. 
 
Section 5. Reserves: Before payment of any dividend there may be set aside out 
of the net profits of the corporation such sum or sums as the directors, from time 
to time, in their absolute discretion, think proper as a reserve fund to meet 
contingencies, or for equalizing dividends, or for repairing or maintaining any 
property of the corporation, or for such other purpose as the directors shall think 
conducive to the interests of the corporation, and the directors may abolish any 
such reserve in the manner in which it was created. 
 

ARTICLE IX—MISCELLANEOUS PROVISIONS 

Section 1. Checks: All checks or demands for money and notes of the 
corporation shall be signed by such officer or officers as the Board of Directors 
may from time to time designate. 
 
Section 2. Fiscal Year: The fiscal year shall begin on the first day of July. 
(VARIES) 
 
Section 3. Notice: Whenever written notice is required to be given to any person, 
it may be given to such person, either personally or by sending a copy thereof 
through the mail, by fax, or by certified electronic mail, charges prepaid, to his 
address appearing on the books of the corporation, or supplied by him to the 
corporation for the purpose of notice. If the notice is sent by mail, fax or by 
certified electronic mail, it shall be deemed to have been given to the person 
entitled thereto when deposited in the United States mail, faxed or with a 
telegraph office for transmission to such person. Such notice shall specify the 
place, day and hour of the meeting and, in the case of a special meeting of 
stockholders, the general nature of the business to be transacted. 
 
Section 4. Waiver of Notice: Whenever any written notice is required by statute, 
or by the Certificate or the By-Laws of this corporation 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. 
Except in the case of a special meeting of stockholders, neither the business to 
be transacted at nor the purpose of the meeting need be specified in the waiver 
of notice of such meeting. 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 called or convened. 
 Section 5. Disallowed Compensation: Any payments made to an officer or 
employee of the corporation such as a salary, commission, bonus, interest, rent, 
travel or entertainment expense incurred by him, which shall be disallowed in 
whole or in part as a deductible expense by the Internal Revenue Service, shall 
be reimbursed by such officer or employee to the corporation to the full extent of 
such disallowance. It shall be the duty of the directors, as a Board, to enforce 
payment of each such amount disallowed. In lieu of payment by the officer or 
employee, subject to the determination of the directors, 
proportionate amounts may be withheld from his future compensation payments 
until the amount owed to the corporation has been recovered. 
 
Section 6. Resignations: Any director or other officer may resign at anytime, such 
resignation to be in writing, and to take effect from the time of its receipt by the 
corporation, unless some time be fixed in the resignation and then from that date. 
The acceptance of a resignation shall not be required to make it effective. 
 

ARTICLE X—ANNUAL STATEMENT

Section 1. The President and Board of Directors shall present at each annual 
meeting a full and complete statement of the business and affairs of the 
corporation for the preceding year. Such statement shall be prepared and 
presented in whatever manner the Board of Directors shall deem advisable and 
need not be verified by a certified public accountant. 
 

ARTICLE XI—AMENDMENTS

Section 1. These By-Laws may be amended or repealed by the vote of 
stockholders entitled to cast at least 75% (VARIES) of the votes which all 
stockholders are entitled to cast thereon, at any regular or special meeting of the 
stockholders, duly convened after notice to the stockholders of that purpose. 
 
Approval ________________________ title _____________ date _______ 
Approval _________________________ title _____________ date ______ 
Approval _________________________ title _____________ date ______ 
Certified by secretary ____________________________ Date __________