Bylaws

10/11/2013

BYLAWS OF ________(1)__________

ARTICLE I. MEETING

Section 1. Annual Meeting. The annual meeting of the
Shareholders of this Corporation shall be held on
_____(2)_____ of each year or at such other time and place
designated by the Board of Directors of the Corporation.
Business transacted at the annual meeting shall include the
election of Directors of the Corporation.  If the designated
day shall fall on a Sunday or legal holiday, then the meeting
shall be held on the first business day thereafter.

Section 2. Special Meetings. Special meetings of the
Shareholders shall be held when directed by the President or
the Board of Directors, or when requested in writing by the
holders of not less than a majority of all the shares entitled
to vote at the meeting. A meeting requested by Shareholders
shall be called for a date not less than ten (10) nor more
than sixty (60) days after request is made, unless the
Shareholders requesting the meeting designate a later date.
The call for the meeting shall be issued by the Secretary, the
President, a majority of Shareholders, the Board of Directors,
or such other person as designated by any of the same.

Section 3. Place. Meetings of Shareholders shall be held at
the principal place of business of the Corporation, the law
office representing the Corporation or at such other place as
may be designated by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and
hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days
before the meeting, either personally or by first class mail,
by or at the direction of the President, 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, prepaid and addressed to the Shareholder
at his address as it appears on the stock transfer books of
the Corporation.

Section 5. Notice of Adjourned Meeting. When a meeting is
adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken. At the adjourned
meeting, any business may be transacted that might have been
transacted on the original date of the meeting. However, if
after the adjournment the Board of Directors fixes a new
record date for the adjournment meeting, a notice of the
adjourned meeting shall be given as provided in this Article
to each Shareholder of record.

Section 6. Shareholder Quorum and Voting. A majority of the
shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of Shareholders. If a
quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the Shareholders, unless
otherwise provided by law.

Section 7. Voting of Shares. Each outstanding share shall be
entitled to one vote on each matter submitted to a vote at a
meeting of Shareholders.

Section 8. Proxies. A Shareholder may vote either in person or
by proxy executed in writing by the Shareholder or his duly
authorized attorney-in-fact. No proxy shall be valid eleven
(11) months from the date thereof unless otherwise provided in
the proxy.

Section 9. Action by Shareholders Without a Meeting. Any
action required by law, these Bylaws, or the Articles of
Incorporation of the Corporation to be taken at any annual or
special meeting of Shareholders, or any action which may be
taken at any annual or special meeting of Shareholders, 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, as is provided by law.

ARTICLE II. DIRECTORS

Section 1. Function. The Board of Directors shall exercise its
power and authority to manage the business and affairs of the
Corporation.

Section 2. Qualification. Directors need not be residents of
this state and Shareholders of this Corporation.

Section 3. Compensation. The Board of Directors shall have
authority to fix the compensation of Directors.

Section 4. Presumption of Assent. A Director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless
he votes against such action or abstains from voting in
respect thereto because of an asserted conflict of interest.

Section 5. Number. This Corporation shall have __(3)__
Director(s).

Section 6. Election and Term. Each person named in the
Articles of Incorporation as a member of the initial Board of
Directors shall hold office until the First Annual Meeting of
Shareholders, and until his successor shall have been elected
and qualified or until his earlier resignation, removal from
office or death.

At the First Annual Meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to
hold office until the next succeeding annual meeting. Each
Director shall hold office for a term for which he is elected
and until his successor shall have been elected and qualified
or until his earlier resignation, removal from office or
death.

Section 7. Vacancies. Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an
increase in the number of Directors, may be filled by the
affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors. A
Director elected to fill a vacancy shall hold office only
until the next election of Directors by the Shareholders.

Section 8. Removal of Directors. At a meeting of Shareholders
called expressly for that purpose, any Director or the entire
Board of Directors may be removed, with or without cause, by a
vote of the holders of a majority of the shares then entitled
to vote at an election of Directors.

Section 9. Quorum and Voting. A majority of the number of
Directors fixed by these Bylaws shall constitute a quorum for
the transaction of business. The act of voting by the
Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

Section 10. Executive and Other Committees. The Board of
Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members and
executive committee and one or more other committees each of
which, to the extent provided in such resolution shall have
and may exercise all the authority of the Board of Directors,
except as is provided by law.

Section 11. Place of Meeting. Regular and special meetings of
the Board of Directors shall be held at the principal office
of the Corporation.

Section 12. Time, Notice and Call of Meetings. Regular
meetings of the Board of Directors shall be held without
notice on _______(5)_______ of each year. Written notice of
the time and place of special meetings of the Board of
Directors shall be given to each Director by either personal
delivery, telegram or cablegram at least three (3) days before
the meeting or by notice mailed to the Director at least three
(3) days before the meeting.

Notice of a meeting of the Board of Directors need not be
given to any Director who signs a Waiver of Notice either
before or after a meeting. Attendance of a Director at a
meeting shall constitute a Waiver of Notice of such meeting
and waiver of any and all objections to the place of the
meeting, the time of the meeting, or the manner in which it
has been called or convened, except when a Director states, at
the beginning of the meeting, any objections to the
transaction of business because the meeting is not lawfully
called or convened.

Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need
be specified in the Notice or Waiver of Notice of such
meeting.

A majority of the Directors present, whether or not a quorum
exists, may adjourn any meeting of the Board of Directors to
another time and place. Notice of any such adjourned meeting
shall be given to the Directors who were not present at the
time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the
adjournment, to the other Directors.

Meetings of the Board of Directors may be called by the
Chairman of the Board, by the President of the Corporation, or
by any two Directors.

Members of the Board of Directors may participate in a meeting
of such Board by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time.

Participation by such means shall constitute presence in
person at a meeting.

Section 13. Action Without a Meeting. Any action required to
be taken at a meeting of the Board of Directors, or any action
which may be taken at a meeting of the Board of Directors or a
committee thereof, may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, signed by
all the Directors, or all the members of the committee, as the
case may be, is filed in the Minutes of the proceedings of the
Board or of the committee. Such consent shall have the same
effect as a unanimous vote.

ARTICLE III. OFFICERS

Section 1. Officers. The Officers of this Corporation shall
consist of a President, Vice President, Secretary and a
Treasurer, each of whom shall be elected by the Board of
Directors. Such other Officers and assistant Officers and
Agents as may be deemed necessary may be elected or appointed
by the Board of Directors from time to time. Any two or more
offices may be held by the same person.

Section 2. Duties. The Officers of this Corporation shall have
the following duties:

(1) The President shall be the chief executive officer of the
Corporation, shall have the general and active management of
the business and affairs of the Corporation subject to the
directions of the Board of Directors, and shall preside at all
meetings of the Shareholders and Board of Directors.

(2) The Vice President(s), in the order designated by the
Board of Directors, or lacking such a designation by the
President, shall, in the absence of the President, perform the
duties and exercise the powers of the President and shall
perform such other duties as may be prescribed by the Board of
Directors or the President.

(3) The Secretary shall have custody of and maintain all of
the corporate records except the financial records and shall,
as requested, record the minutes of all meetings of the
Shareholders and Board of Directors, send all notices of all
meetings and perform such other duties as may be prescribed by
the Board of Directors or the President.

(4) The Treasurer shall have the custody of all corporate
funds and financial records, shall keep full and accurate
accounts of receipts and disbursements and render accounts
thereof at the annual meetings of Shareholders, and whenever
else required by the Board of Directors or the President, and
shall perform such other duties as may be prescribed by the
Board of Directors or the President.

Section 3. Removal of Officers. An officer or agent elected or
appointed by the Board of Directors may be removed by the
Board whenever, in its judgment, the best interests of the
Corporation will be served thereby.

Any vacancy in any office may be filled by the Board of
Directors.

ARTICLE IV. STOCK CERTIFICATES

Section 1. Issuance. Every holder of shares in this
Corporation shall be entitled to have a Certificate
representing all shares to which he is entitled. No
Certificate shall be issued for any share until such share is
fully paid.

Section 2. Form. Certificates representing shares in this
Corporation shall be signed by the President and the Secretary
or an Assistant Secretary and may be sealed with the Seal of
this Corporation or a facsimile thereof.

Section 3. Transfer of Stock. The Corporation shall register a
Stock Certificate presented to it for transfer if the
Certificate is properly endorsed by the holder of record or by
his duly
authorized attorney.

Section 4. Lost, Stolen or Destroyed Certificates. If the
shareholder shall claim to have lost or destroyed a
Certificate of shares issued, upon the making of an affidavit
of the fact by the person claiming the Certificate of stock to
be lost, stolen or destroyed, and, at the discretion of the
Board of Directors, upon the deposit of a bond or other
indemnity in such amount and with such sureties, if any, as
the Board may reasonably require, the Board of Directors may
direct a new Certificate or Certificates to be issued in place
of any Certificate or Certificates theretofore issued by the
Corporation.

ARTICLE V. BOOKS AND RECORDS

Section 1. Books and Records. This Corporation shall keep
correct and complete books and records of account and shall
keep minutes of the proceedings of its Shareholders, Board of
Directors and committees of Directors.

This Corporation shall keep at its registered office or
principal place of business, a record of its Shareholders,
giving the names and addresses of all Shareholders and the
number of shares held by each.

Any books, records and minutes may be in written form or in
any other form capable of being converted into written form
within a reasonable time.

Section 2. Shareholders' Inspection Rights. Any person who
shall have been a holder of record of shares, or of voting
trust certificates therefor, at least six (6) months
immediately preceding his demand, or the holder of record of
voting trust certificates for at least five percent (5%) of
the outstanding shares of the Corporation, upon written demand
stating the purpose thereof, shall have the right to examine,
in person or by agent or attorney, at any reasonable time or
times, for any proper purpose, its relevant books and records
of accounts, minutes and records of shareholders and to make
extracts therefrom.

Section 3. Financial Information. Not later than four (4)
months after the close of each fiscal year, this Corporation
shall prepare a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and a Profit and Loss Statement showing the
results of the operations of the Corporation during its fiscal
year.

Upon the written request of any Shareholder or holder of
voting trust certificates for shares of the Corporation, the
Corporation shall mail to each Shareholder, or holder of
voting trust certificates, a copy of the most recent Balance
Sheet and Profit and Loss Statement.

Balance Sheets and Profit and Loss Statements shall be kept in
the registered office of the Corporation in this state for at
least five (5) years, and shall be subject to inspection
during business hours by any Shareholder or holder of voting
trust certificates, in person or by agent.

ARTICLE VI. DIVIDENDS

The Board of Directors of this Corporation may, from time to
time, declare, and the Corporation may pay, dividends on its
shares in cash, property or its own shares, except when the
Corporation is insolvent or when the payment thereof would
render the Corporation insolvent, subject to the provisions of
Florida Statutes.

ARTICLE VII. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which
shall be in circular form.

ARTICLE VIII. AMENDMENT

These Bylaws may be altered, amended or repealed, and new
Bylaws may be adopted, by a majority of the members of the
Board of Directors making such resolution; and, thereafter,
submitting the said altered, amended, repealed and new Bylaws
to a specially called Shareholders meeting, at which meeting a
majority of the Shareholders entitled to vote, represented in
person or by proxy, shall have approved or disapproved.

The foregoing Bylaws were adopted by a majority of the
Shareholders of the Corporation at its principal Shareholders
meeting held on _____________________.

_____________(8)______________

Notice

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