CORPORATE BYLAWS

Notice
This template is general information from BusinessEntityLookup.org. It is not legal or tax advice, and it is not written for any one state. Rules differ by state and by business. Read it, change it to fit your business, and ask a lawyer to check it before you rely on it.
Bylaws sit under your state's corporation law and your articles of incorporation. If they conflict, the law and the articles win. Replace every item in [square brackets] and delete what does not fit. Keep the signed copy in the corporate record book.

Article 1. Name and offices
1.1 The name of the corporation is [exact legal name] (the Corporation), incorporated in [State] on [date].
1.2 The principal office is at [address]. The Corporation may have other offices as the board decides.
1.3 The Corporation's registered agent and registered office in [State] are as stated in its latest filing with the state.

Article 2. Shareholders
2.1 Annual meeting. The shareholders meet once a year, at the time and place the board sets, to elect directors and handle other business.
2.2 Special meetings. The president, the board, or shareholders holding at least [percent] of the voting shares may call a special meeting.
2.3 Notice. The Corporation gives written notice of each meeting, with the date, time, place and purpose, not fewer than [number] nor more than [number] days before it.
2.4 Quorum and voting. Shareholders holding a majority of the voting shares make a quorum. Each share has one vote unless the articles say otherwise. A matter passes if more votes are cast for it than against it, unless the law or the articles require more.
2.5 Proxies. A shareholder may vote by a signed proxy that names another person.
2.6 Written consent. Shareholders may act without a meeting if the number of shareholders needed to pass the matter sign a written consent, to the extent the law of [State] allows.

Article 3. Board of directors
3.1 Powers. The board manages the Corporation and may use all the powers the law and the articles give it.
3.2 Number and term. The board has [number] directors. Each serves until the next annual meeting and until a successor is elected.
3.3 Meetings. The board meets at least [once a year] and whenever the president or any [number] directors call a meeting on [number] days' notice. Directors may take part by phone or video if all can hear each other.
3.4 Quorum and voting. A majority of directors make a quorum. A majority of the directors present at a meeting with a quorum decides a matter.
3.5 Vacancies. The remaining directors may fill a vacancy until the next election.
3.6 Removal. Shareholders may remove a director, with or without cause, by the vote the law of [State] requires.
3.7 Pay. Directors [are not paid / are paid the amount the board sets] for service as directors.

Article 4. Officers
4.1 Officers. The Corporation has a president, a secretary and a treasurer, and any other officers the board creates. One person may hold more than one office if the law allows.
4.2 Duties. The president runs the daily business and presides at meetings. The secretary keeps the minutes and the record book. The treasurer keeps the financial records and reports on them to the board.
4.3 Term and removal. The board appoints officers and may remove an officer at any time. Removal does not end any contract right the officer has.

Article 5. Shares
5.1 Certificates. Shares are issued [in certificate form signed by two officers / without certificates, recorded in the stock ledger].
5.2 Stock ledger. The secretary keeps a ledger of each shareholder's name, address, number of shares and the date each was issued.
5.3 Transfers. A shareholder may transfer shares only as the articles, any shareholder agreement and the law allow. The Corporation records a transfer in the ledger when it receives the paperwork it reasonably asks for.
5.4 Lost certificates. The board may issue a replacement for a lost certificate on proof of loss and any bond the board asks for.

Article 6. Money and records
6.1 Fiscal year. The fiscal year is [calendar year / dates].
6.2 Bank accounts. The board names the banks and the people who may sign for the Corporation.
6.3 Dividends. The board may declare dividends if the law allows and the Corporation can still pay its debts afterward.
6.4 Records. The Corporation keeps at its principal office: the articles, these bylaws, minutes of all meetings, written consents, the stock ledger, annual reports and financial records. Shareholders may inspect them as the law of [State] provides.

Article 7. Protecting directors and officers
7.1 To the extent the law of [State] allows, the Corporation will cover the reasonable costs of a director or officer who is sued because of acting for the Corporation in good faith and in a way the person believed was in its interest.
7.2 The board may buy insurance for this purpose.

Article 8. Conflicts of interest
A director or officer who has a personal interest in a deal with the Corporation tells the board before the board votes. The board may approve the deal if the vote is fair to the Corporation and the interested person does not vote, as the law of [State] allows.

Article 9. Changes to the bylaws
The board or the shareholders may change these bylaws. A change by the board can be reversed by the shareholders. Changes are recorded in the record book with the date.

Certificate of the secretary
I certify that these are the bylaws of [exact legal name], adopted by the board on [date].
Secretary: ______________________   Name: [Name]   Date: ____________