corporate bylaws template single owner

Arizona 4. There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in their absolute discretion, think proper as a reserve or reserves for any purpose as the Board determines is in the interests of the Corporation. The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided by the Applicable Law. Each such committee shall serve at the pleasure of the Board. The annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board. The undersigned ____________ of ____________, a ____________ corporation, hereby certifies that the foregoing Bylaws are the original Bylaws of the Corporation adopted by the initial director of the Corporation. The Board of Directors, by resolution, may create one or more committees, each consisting of one or more directors. Connecticut 8. It takes over where company law stops - confirming the rights of the shareholders against one another and against other stakeholders in the business (particularly directors). Details. Download 84.50 KB #10. The Board is expressly empowered to adopt, amend, or repeal   these Bylaws (or any provision hereof). 4.12 Organization. ... a single person is the beneficial . I have purchased several Nolo books on the incorporation process and am in the process of writing my Bylaws and Minutes for the first Director's meeting using templates found in Nolo's kits. ARTICLE 10. The agent must be present in the registered office during normal office hours. 10.1 Notices. (a) Any action required to be taken or which may be taken at any 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 shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote were present and voted. Montana 27. 3.7 List of Stockholders. Offices. ARTICLE 8. Dated: ____________________ The Corporation is organized under the ____________ Statutes and except as otherwise provided herein, the Statutes shall apply to the governance of the Corporation. File Format. Voting need not be by written ballot. CERTIFICATE 3.7 List of Stockholders. Series LLC by State. Participation in this manner shall constitute presence in person at such meeting. Such lawful business includes but is not limited to ____________________________. AMENDMENTS Once a share is represented for a purpose at a meeting (other than solely to object to the holding of the meeting), it is deemed present for quorum purposes for the remainder of the meeting and the shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of sufficient shareholders to leave less than a quorum. (b) The Chief Executive Officer and/or the President shall have overall responsibility and authority for management and operations of the Corporation, shall preside at all meetings of the Board of Directors and shareholders, and shall ensure that all orders and resolutions of the Board of Directors and shareholders are implemented. While you may have corporate (working) offices anywhere, your registered office must be located in your state of incorporation. https://www.floridaregisteredagent.com/florida-corporation/corporate-bylaws They further demonstrate the purposes, tasks, responsibilities, expectations, and schemes of the said entities. As a single owner, you can name yourself the president, treasurer and secretary and then simply omit the vice president role in most cases. Idaho 13. The list shall be open to the examination of any shareholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days before the meeting, either at a place in the city where the meeting is to be held, which place must be specified in the notice of the meeting, or at a place in the city of the Corporation’s registered office in ____________. All contracts, checks, drafts or demands for money and notes and other instruments or rights of any nature of the Corporation shall be signed by the President and/or such other officer or officers as the Board of Directors may from time to time designate. (a) Any action required to be taken or which may be taken at any 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 shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote were present and voted. If such notice is related to a shareholder meeting, the notice shall specify the place, day, time of the meeting and the purpose of and general nature of the business to be transacted at such meeting. Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. No transfer shall be made which is inconsistent with any provision of law, the Articles of Incorporation for the Corporation, these Bylaws or, if one exists, a Shareholder Agreement or other agreement which restricts transfers of the Corporation’s stock. The Secretary shall act as secretary of the meeting. (a) Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board, (ii) the Chief Executive Officer, (iii) the President, (iv) the Board pursuant to a resolution adopted by directors representing a quorum of the Board, or (v) by the holders of shares representing at least ____________ percent of the total shares of the Corporation eligible to vote, and shall be held at such place, on such date, and at such time as the Board shall fix. ARTICLE 4. A corporation must provide its shareholders with periodic (monthly, quarterly, and/or annual)  reports of the company’s financial performance. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election (provided a quorum exists). Whenever shareholders are required or permitted to take any action at a meeting, a written notice (including by email) of the meeting shall be provided to each shareholder of record entitled to vote at or entitled to notice of the meeting, which shall state the place, date, and hour of the meeting, as well as the purpose or purposes for which the meeting is called. (b) If a special meeting is properly called by any person or persons other than the Board, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified or registered mail, return receipt requested, or by telegraphic or other facsimile transmission to the Chairman of the Board, the Chief Executive Officer, or the Secretary. Corporate Bylaws Example. 8.1 Fiscal Year. Sample bylaws for non profit organizations with members, Sample bylaws for non profit organizations, Single owner corporation bylaws - 4.2 Number and Term of Office. The principal office of THE CORPORATE NAME, (hereinafter referred to as the “Corporation”) shall be located at: CORPORATE ADDRESS The Corporation may also have offices at such other places as the Board of Directors (hereinafter sometimes referred to as “Board” or “Directors”) shall appoint if the business of the Corporation so requires. *** Each director shall be elected for a term until his or her successor shall be elected and shall qualify or until his or her earlier resignation or removal. The stockholders shall also have power to adopt, amend, or repeal these Bylaws (or any provision hereof). The holders of a majority of the outstanding shares represented at a meeting, whether or not a quorum is present, may adjourn the meeting from time to All provisions under the Statutes and these Bylaws relating to meetings, action without meetings, notice, and waiver of notice, quorum, and voting requirements of the Board of Directors shall apply to such committees and their members. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board. The list shall also be produced and kept available at the time and place of the meeting, for the entire duration of the meeting, and may be inspected by any shareholder present at the meeting. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings 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 the Secretary shall The Secretary shall maintain the records, minutes, and seal of the Corporation and may attest any instruments signed by any other officer of the Corporation. Any director may resign at any time by giving written notice to the Board or the Secretary. (c) 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 or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the Corporation as provided in the Applicable Law. Of. ARTICLE 2. ARTICLE 1. 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 may fix a new record date for the adjourned. Each such committee shall serve at the pleasure of the Board. In the absence of certificates, the share ownership in the Corporation shall be registered in the share ledger and transfer books of the Corporation. (a) The Corporation shall have the power to indemnify its directors, officers, employees, and other agents. New York 33. Filing your taxes regularly, keeping corporate minutes, and following the bylaws of your company all give you the chance to come up with your own unique guidelines. The following are the concepts associated with a corporation. 4.12 Organization. I am the single owner, director, shareholder and employee of the company. Most companies require 51% of shares to be represented during voting. Importance of Bylaws. The action must be evidenced by one or more written consents, describing the action taken, signed and dated by the shareholders entitled to take action without a meeting, and delivered to the Corporation at its registered office or to the officer having charge of the Corporation’s minute. 11.2 Forum. Articles of incorporation are the initial formation documents needed to register a business as a corporation. Your corporate name is the name specified in your articles of incorporation, and your state of incorporation is the state where your corporation was formed. The books, accounts, and records of the Corporation, except as may be otherwise required by the laws of the State of ____________, may be kept outside of the State of ____________, at such place(s) as the Board may from time to time determine. 2.4 Corporate Seal. The officers of the Corporation shall include the following: (a) the Chief Executive Officer and/or the President; (b) the Secretary and (c) the The Board may assign such additional titles to one or more of the officers as it shall deem appropriate. pfizer.com. 4.3 Vacancies. Unless otherwise provided by law or in the Corporation’s Articles of Incorporation, and subject to other provisions of these Bylaws, each shareholder shall be entitled to one (1) vote on each matter, in person or by proxy, for each share of the Corporation’s capital stock that has voting power and that is held by such shareholder. One or more shareholders may participate in a meeting of shareholders by means of conference telephone, videoconferencing, or similar communications equipment by means of which all persons participating in the meeting can hear each other. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. All information, software and services provided on the site are for informational purposes and self-help only and are not intended to be a substitute for a lawyer or professional legal advice. Even small companies encounter challenges and internal issues. Release of Liability Form (Waiver of Liability), Vacation Rental Short Term Lease Agreement. Corporate bylaws are rules that govern how a corporation is run. 3.8 Consent in Lieu of a Meeting. Deputization Programme Application Form - City of Ottawa, oracle identity manager child process form, ZP Item 41C App Scottish Passported benefits consultation draft responsedoc Consultations - cne-siar gov, 2013 1015 CAC Authorization Form Template updated final. It is still good practice to have (and follow) your corporate bylaws, though, even if your corporation is a party of one. Except as otherwise provided by law, ____________ 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 shareholders. The notice shall specify the purpose of such meeting. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. Copyright 2020 Legal Templates LLC. Your corporation will be governed by the laws of this state. (c) The Secretary shall attend all meetings of the Board and all meetings of the shareholders and shall 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. 4.5 Removal. 4.7 Quorum and Voting. 7.1 Declaration of Dividends. 4.4 Resignation. Except as otherwise provided by law, the Board will determine whether, to what extent, and the conditions upon which the books, accounts and records of the Corporation will be open to the inspection of the stockholders of the Corporation. Available in all states. Title:    _________________________ _______________________________ The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all lawful acts and things, subject to any limitations set forth in these Bylaws or the Articles of Incorporation for the corporation. Section 1. The statement of purpose explains the main purpose the corporation was set up for. The action must be evidenced by one or more written consents, describing the action taken, signed and dated by the shareholders entitled to take action without a meeting, and delivered to the Corporation at its registered office or to the officer having charge of the Corporation’s minute The officers of the Corporation shall include the following: (a) the Chief Executive Officer and/or the President; (b) the Secretary and (c) the The Board may assign such additional titles to one or more of the officers as it shall deem appropriate. Easily create your free Corporate Bylaws document with our user-friendly questionnaire. Bylaws. 1.1 ____________ (the “Corporation”) is a duly organized corporation authorized to do business in the State of ____________ by the filing of Articles of Incorporation on ____________. North Dakota 35. (855) 335-9779, Monday-Friday, 10AM - 6PM EDT. You don’t need bylaws if your business was formed using a limited liability operating agreement or partnership agreement. This section affirms that the registered agent office is the same as listed in the Articles of … 1. Legal Templates LLC is not a lawyer, or a law firm and does not engage in the practice of law. (a) Whenever written notice is required to be given to any person, it may be … It sets out how the shareholders intend the company should be operated. Meetings of the stockholders may be held at such place, either within or without the State of ____________, as may be determined from time to time by the Board. Such report shall include a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year, accompanied by  any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. Nonprofit LLC. At every meeting of the Board, the Chairman of the Board, or, if a Chairman has not been appointed or is absent, the President (if a director) shall preside over the meeting. The laws, statutes, regulations and rules to which the Corporation is subject shall be referred to herein as “Applicable Law.”. 4.6 Meetings. Creating sample corporate bylaws and following them is also an important aspect of what’s known as corporate compliance. Shortly thereafter, however, or around the same time, many corporations put together their … LLC Members & Managers. Download. The Board may, but shall not be required to, adopt a corporate seal. The board of directors oversees all business affairs and determines the top-level strategies of the corporation. If the notice is sent by email or facsimile, it shall be deemed to have been given at the date and time shown on a written confirmation of the transmission of such facsimile communication. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate and Applicable Law, if any, may be declared by the Board. 4.8 Action Without a Meeting. CORPORATE BYLAWS OF The registered agent of the Corporation is ____________ at ____________, ____________, ____________ ____________. Consider having  an odd number of directors to prevent ties during voting, which could leave your corporation in a difficult position if no tie-breaking procedures are in place. The Board shall cause an annual report to be sent to each stockholder of the Corporation not later than ____________ days after the close of the Corporation’s fiscal year. (b) If a quorum exists, action on a matter (other than the election of directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action. The laws, statutes, regulations and rules to which the Corporation is subject shall be referred to herein as “Applicable Law.” The Treasurer shall provide to the President and directors, at the regular meetings of the Board, or whenever requested by the Board, an account of all financial transactions and of the financial condition of the Corporation. The corporate seal shall consist of a die bearing the name of the Corporation and the inscription, “Corporate Seal ____________.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Colorado 7. Shareholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. ARTICLE 5. Check out our full library of articles. 4.10 Conference Call. File Format. 3.5 Quorum. North Carolina 34. Unless otherwise provided by law or in the Corporation’s Articles of Incorporation, and subject to other provisions of these Bylaws, each shareholder shall be entitled to one (1) vote on each matter, in person or by proxy, for each share of the Corporation’s capital stock that has voting power and that is held by such shareholder. PDF; Size: 22KB. The Board shall have the power to delegate the determination of whether indemnification shall be given to any such person (except executive officers) to such officers or other persons as the Board shall determine. The annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board. (d) The Treasurer shall be the chief financial officer of the Corporation, shall have responsibility for the custody of the corporate funds and securities, shall keep full and accurate records and accounts of receipts and disbursements in books belonging to the Corporation, and shall keep the monies of the Corporation in a separate account in the name of the Corporation. Meetings of the stockholders may be held at such place, either within or without the State of ____________, as may be determined from time to time by the Board. Maine 20. Subject to any limitations imposed by Applicable Law, any director may be removed from office at any time (i) with cause by the affirmative vote of the holders of ____________ percent of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote. After the owners appoint directors, file articles of incorporation, and create bylaws, the directors must hold an initial board meeting to handle a few corporate formalities and make some important decisions. 1.3 Corporate Purpose. Delaware 9. Articles of Incorporation are required by law, and must be filed with the Secretary of State where the corporation was formed. 8.1 Fiscal Year. ... the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes, …   No transfer shall be made which is inconsistent with any provision of law, the Articles of Incorporation for the Corporation, these Bylaws or, if one exists, a Shareholder Agreement or other agreement which restricts transfers of the Corporation’s stock. Most states require you to memorialize your bylaws and, even in the states where there is no such requirement, having bylaws is a great idea. 4.1 Powers. 3.4 Notice of Meetings. 5.1 Officers. Microsoft Word (.docx). ... We have … Resolutions range from amending the company bylaws to organizing and assigning officers to special committees. ARTICLE 3. 3.4 Notice of Meetings. 1. 11.1  Amendments. Shareholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. FISCAL YEAR Yes, corporate bylaws can be amended at any time by following amendment procedures listed in the bylaws. Learning Center. 4.4. satisfied. Maryland 21. Arkansas 5. Oregon 38. The undersigned ____________ of ____________, a ____________ corporation, hereby certifies that the foregoing Bylaws are the original Bylaws of the Corporation adopted by the initial director of the Corporation. The list shall also be produced and kept available at the time and place of the meeting, for the entire duration of the meeting, and may be inspected by any shareholder present at the meeting. One or more shareholders may participate in a meeting of shareholders by means of conference telephone, videoconferencing, or similar communications equipment by means of which all persons participating in the meeting can hear each other. 1.1 Annual Meeting. Whether bylaws are legally required depends on the incorporation state, but we strongly recommend that you create bylaws if your corporation has more than one shareholder. New Jersey 31. 2.1 Registered Office and Registered Agent. 2.4 Corporate Seal. The act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as provided by law, the Articles of Incorporation, or these Bylaws. Person may hold any number of people rather than the percentage of shares to be represented during voting Law... That your corporation runs smoothly, these concepts must be filed with the Secretary agreement or partnership.. Anywhere, your registered office is the official address ( a ) the shall! 3 min read offices and Records 2.1 registered office and registered agent of the total of. Document with our user-friendly questionnaire 6PM EDT ) reports of the total number of directors oversees business... 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