DISCLAIMER The 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 engaged in 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 officers ARTICLE ONE OFFICES The principal office of the corporation shall be located at address city County state The board of directors shall have the power and authority to establish and maintain branch or subordinate offices at any other locations within the same city or within the same state or as the case may be ARTICLE TWO STOCKHOLDERS Section 1 Annual Meeting The annual meeting of the stockholders shall be held on the ordinal number day in the month of in each year beginning with the year at time for the purpose of electing directors and for the transaction of such other business as may come before the meeting If the day fixed for the annual meeting shall be a legal holiday in the State of such meeting shall be held on the next succeeding business day If the election of directors is not held on the day designated herein for any annual meeting of the shareholders or at any adjournment thereof the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient Section 2 Special Meetings Special meetings of the stockholders for any purpose or purposes unless otherwise prescribed by statute may be called by the president or by the board of directors and shall be called by the president at the request of the holders of not less than number of all the outstanding shares of the corporation entitled to vote 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 meeting for any annual meeting or for any special meeting called by the board of directors A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place either within or without the State of as the place for the holding of such meeting If no designation is made or if a special meeting is otherwise called the place 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 hour of the meeting and in case of a special meeting the purpose or purposes for which the meeting 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 of the president or the secretary or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting If mailed such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation with postage thereon prepaid If appropriate add Notice of each meeting shall also be mailed to holders of stock not entitled to vote as herein provided but lack of such notice shall not affect the legality of any meeting otherwise properly called and noticed Section 5 Closing Transfer Books or Fixing Record Date For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or 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 of directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed days If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders such books shall be closed for at least days immediately preceding such meeting In lieu of closing the stock transfer books the board of directors may fix in advance a date as the record date for any such determination of stockholders such date in any event to be not more than days and in case of a meeting of stockholders not less than days prior to the date on which the particular 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 the determination of stockholders entitled to notice of or to vote at a meeting of stockholders or of stockholders entitled to receive payment of a dividend the date that notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted as the case may be shall be the record date for such determination of stockholders When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired Section 6 Quorum A majority 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 such outstanding shares are 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 is present or represented any business may be transacted that might have been transacted at the meeting as originally notified 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 7 Proxies At all meetings of stockholders a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting No proxy shall be valid after months from the date of its execution unless otherwise provided in the
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