DISCLAIMERThe following form is provided by Lawoffice.com from West Legal Directory for informational purposes only and is intended to be used as a guide prior to consultation with an attorney familiar with your specific legal situation. Lawoffice.com is not engagedin rendering legal or other professional advice, and this form is not a substitute for the advice of an attorney. If you require legal advice, you should seek the services of an attorney. © 2000 Lawoffice.com. All rights reserved.BYLAWS OF A BUSINESS CORPORATION: general form of corporate bylaws, including description of the rights of stockholders and the duties and powers of directors and officersARTICLE ONE.OFFICESThe principal office of the corporation shall be located at _________[address],_________[city], _________ County, _________[state]. The board of directors shallhave the power and authority to establish and maintain branch or subordinate offices atany other locations _________[within the same city or within the same state or as thecase may be].ARTICLE TWO.STOCKHOLDERSSection 1. Annual Meeting. The annual meeting of the stockholders shall be held onthe _________[ordinal number] day in the month of _________ in each year, beginningwith the year _________, at _________[time], for the purpose of electing directors andfor the transaction of such other business as may come before the meeting. If the dayfixed for the annual meeting shall be a legal holiday in the State of _________, suchmeeting shall be held on the next succeeding business day. If the election of directors isnot held on the day designated herein for any annual meeting of the shareholders, or atany adjournment thereof, the board of directors shall cause the election to be held at aspecial meeting of the stockholders as soon thereafter as is convenient.Section 2. Special Meetings. Special meetings of the stockholders, for any purpose orpurposes, unless otherwise prescribed by statute, may be called by the president or by theboard of directors, and shall be called by the president at the request of the holders of notless than _________[number] of all the outstanding shares of the corporation entitled tovote at the meeting.Section 3. Place of Meeting. The board of directors may designate any place within_________[if desired, add: or without] the State of _________, as the place of meetingfor any annual meeting or for any special meeting called by the board of directors. Awaiver of notice signed by all stockholders entitled to vote at a meeting may designateany place, either within or without the State of _________, as the place for the holding ofsuch meeting. If no designation is made, or if a special meeting is otherwise called, theplace of meeting shall be the principal office of the corporation in the City of _________,_________[state].Section 4. Notice of Meeting. Written or printed notice stating the place, day, and hourof the meeting and, in case of a special meeting, the purpose or purposes for which themeeting is called, shall be delivered not less than _________ nor more than _________days before the date of the meeting, either personally or by mail, by or at the direction ofthe president, or the secretary, or the officer or persons calling the meeting, to eachshareholder of record entitled to vote at such meeting. If mailed, such notice shall bedeemed to be delivered when deposited in the United States mail, addressed to theshareholder at his address as it appears on the stock transfer books of the corporation,with postage thereon prepaid. _________[If appropriate, add: Notice of each meetingshall also be mailed to holders of stock not entitled to vote, as herein provided, but lackof such notice shall not affect the legality of any meeting otherwise properly called andnoticed.]Section 5. Closing Transfer Books or Fixing Record Date. For the purpose ofdetermining stockholders entitled to notice of, or to vote at, any meeting of stockholdersor any adjournment thereof, or stockholders entitled to receive payment of any dividend,or to make a determination of shareholders for any other proper purpose, the board ofdirectors of the corporation may provide that the stock transfer books shall be closed for astated period, but not to exceed _________ days. If the stock transfer books shall beclosed for the purpose of determining stockholders entitled to notice of, or to vote at, ameeting of stockholders, such books shall be closed for at least _________ daysimmediately preceding such meeting. In lieu of closing the stock transfer books, theboard of directors may fix in advance a date as the record date for any such determinationof stockholders, such date in any event to be not more than _________ days, and in caseof a meeting of stockholders, not less than _________ days prior to the date on which theparticular action requiring such determination of stockholders is to be taken.If the stock transfer books are not closed and no record date is fixed for thedetermination of stockholders entitled to notice of, or to vote at, a meeting ofstockholders, or of stockholders entitled to receive payment of a dividend, the date thatnotice of the meeting is mailed or the date on which the resolution of the board ofdirectors declaring such dividend is adopted, as the case may be, shall be the record datefor such determination of stockholders. When a determination of stockholders entitled tovote at any meeting of stockholders has been made as provided in this section, suchdetermination shall apply to any adjournment thereof except where the determination hasbeen made through the closing of the stock transfer books and the stated period of closinghas expired.Section 6. Quorum. A majority of the outstanding shares of the corporation entitled tovote, represented in person or by proxy, shall constitute a quorum at a meeting ofstockholders. If less than a majority of such outstanding shares are represented at ameeting, a majority of the shares so represented may adjourn the meeting from time totime without further notice. At such adjourned meeting at which a quorum is present orrepresented, any business may be transacted that might have been transacted at themeeting as originally notified. The stockholders present at a duly
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