Copyright 2020 Legal Templates LLC. Download 49.50 KB #13. The registered office is the official address (a physical location) of your corporation. The City Council of the City of Longview, Texas, met in a Regular Session, July 9, 2015, - longviewtexas AGENDA ZONING BOARD OF ADJUSTMENT CITY OF HIGHLAND VILLAGE, TEXAS THURSDAY, JUNE 2, 2011, 7:00 P - highlandvillage Site Plan Review Fees Categorу Rating. 4.8 Action Without a Meeting. 2.1 Registered Office and Registered Agent. 4.6 Meetings. An annual report details all corporate activities from the previous fiscal year. Maryland 21. 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. The Corporation is organized under the ____________ Statutes and except as otherwise provided herein, the Statutes shall apply to the governance of the Corporation. 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. Corporations enjoy most of the rights and responsibilities that an individual possesses; that is, a corporation has the right to enter into contracts, loan, and borrow money, sue and be sued, hire employees, own assets and pay taxes.” ... You may also see legal notice templates. Except as otherwise provided by law, any vacancy in the Board of Directors occurring by reason of an increase in the authorized number of directors or by reason of the death, withdrawal, removal, disqualification, inability to act, or resignation of an acting director shall be filled by the majority of directors then in office and notice of a shareholder meeting shall be provided to the shareholders for the purpose of electing a director to permanently fill such vacancy. 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. The Secretary shall act as secretary of the meeting. 3.7 List of Stockholders. Download 26.50 KB … SAMPLE CORPORATE BYLAWS BY­LAWS of "COMPANY" ARTICLE I ­­ OFFICES Section 1. A meeting of shareholders shall be held each year for the election of directors and for the transaction of any other business that may come before the meeting. 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. 6.1 Stock Certificates. No business may be transacted at such special meeting otherwise than specified in such notice. Participation in this manner shall constitute presence in person at such meeting. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. Ohio 36. (b) The Corporation may purchase and maintain insurance in a reasonable amount on behalf of any person who is or was a director, officer, agent or employee of the Corporation against liability asserted against or incurred by such person in such capacity or arising from such person’s status as Additionally, the Corporation may purchase life insurance on the life of any shareholder which may, in the discretion of the Corporation or subject to any agreement entered into with such shareholder or his/her estate, be used in connection with the repurchase of such shareholder’s shares upon his/her death. 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. 1.2 State law. Read Our Blog . Louisiana 19. ... Get business tips and articles from small business owners on our blog. Dated: ____________________ ARTICLE 7. 3.1 Place of Meetings. Global Boatworks Holdings, Inc. ARTICLE 11. Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. (a) Subject to any employment contracts that may be in place, all officers shall hold office at the pleasure of the Board and until their successors shall have been duly elected and qualified, unless sooner removed. Depending on the laws of the incorporation state, businesses may be required to file an annual report with the Secretary of State. Transfers of shares shall be made on the books of the Corporation upon surrender and cancellation of the certificates therefore, if any, endorsed by the person named in the certificate or by his or her legal representative. One or more directors may participate in meetings of the Board or a committee of the Board by any communication, including videoconference, by means of which all participating directors can simultaneously hear each other during the meeting. 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. 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. Details. 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 Articles must be filed with the state. ARTICLE 10. 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 Michigan 23. The Board of Directors, by resolution, may create one or more committees, each consisting of one or more directors. Yes, corporate bylaws can be amended at any time by following amendment procedures listed in the bylaws. Arkansas 5. Bylaws define the management structure of a corporation and explains the powers, responsibilities, and voting rights of the directors, managing officers, and shareholders. If you have a two-person ownership structure where one shareholder holds a majority interest, the bylaws should determine how the shareholder with the minority interest will contribute to the management of the company, since the majority shareholder could overrule every proposal based on the standard majority … 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. 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. 4.11 Committees. The shares of the Corporation may but is not required to be, in the discretion of the Board of Directors, represented by certificates. (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. 2.2 Other Offices. The builder asks you a few questions related to the above parameters and uses your answers to create custom corporate bylaws for your corporation. A shareholders agreement is an essential document to have in place. Corporate bylaws can be drafted with complex provisions to manage large, international corporations. Download 84.50 KB #10. Participation in this manner shall constitute presence in person at such meeting. Even small companies encounter challenges and internal issues. Shareholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. 11.1 Annual Report. ARTICLE 5. Colorado 7. (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. ... 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, … ARTICLE 8. At this meeting, directors usually: 1. set the corporation's fiscal or accounting year 2. appoint corporate officers 3. adopt the corporate bylaws 4. authorize the issuance of shares of stock, and 5. adopt an official stock certificate form and corporate seal. 2.3 Books, Accounts and Records, and Inspection Rights. 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. Of. 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. Definition of Corporation Bylaws 2. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened or called. A duly executed proxy shall be irrevocable only if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. Meetings of the Board of Directors may be called by any director or the President on five (5) days’ notice to each director, either personally or by telephone, express delivery service, email, or facsimile transmission, and on ten (10) days’ notice by mail (effective upon deposit of such notice in the mail). (a) The Corporation shall have the power to indemnify its directors, officers, employees, and other agents. The notice shall specify the purpose of such meeting. The fiscal year of the Corporation shall be the calendar year. The board of directors will fix the location of the principal executive office of the corporation at any place within or outside the State of [STATE].Section 2. 4.3 Vacancies. 4.2 Number and Term of Office. 3.9 Conference Call. 7.1 Declaration of Dividends. Each director shall be at least eighteen (18) years of The directors need not be residents of the state of incorporation. The purpose of the Corporation is any and all lawful business. 8.1 Fiscal Year. File Format. Corporate minutes for single shareholder are the written record of all decisions or actions that are taken during a meeting of a corporation's shareholders. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting of all members of the Board or committee, as the case may be, with the written consent of a quorum of the Directors, such writing or writings to be filed with the minutes or proceedings of the Board or committee. 6.2 Lost Certificates. Corporate Bylaws Template Single Owner Collection. This document details the duties and responsibilities of the people who own and manage a corporation, and it describes how stock is issued by the corporation. The Board of Directors, by resolution, may create one or more committees, each consisting of one or more directors. 4.8 Action Without 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. The President shall be an ex-officio member of all committees and shall have the general powers and duties of management and supervision usually vested in the office of president of a corporation. When forming a new corporation, one of the first things you will need to do is create your corporate "bylaws," which are often confused with the articles of incorporation.Contained within a single written document, the bylaws dictate the operating standards and procedures that the corporation will follow throughout its life as a business entity -- outlining what the corporation can and cannot do. 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. INDEMNIFICATION AND INSURANCE The statement of purpose explains the main purpose the corporation was set up for. 4.10 Conference Call. After all, corporate bylaws define your business' structure, roles, and specifies how your company will conduct its affairs. Delaware 9. The Secretary shall act as secretary of the meeting. 7.2 Dividend Reserve. Minnesota 24. 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. 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. 2013 1015 CAC Authorization Form Template updated final, Period: Biology Notes: Mutations - Mrs. Nicolella 's Niche, UNIVERSITY OF NOTRE DAME First Year of Studies Declaration of ... - nd, Cpsc203: (databases) week-1 lab-2 fields, keys, simple queries - wiki ucalgary. (a) Subject to any employment contracts that may be in place, all officers shall hold office at the pleasure of the Board and until their successors shall have been duly elected and qualified, unless sooner removed. 3.3 Special Meetings. It is essential that they are followed to the letter to avoid unnecessary conflicts. 10.1 Notices. 3.2 Annual Meeting. Directors shall be entitled to such compensation for their services as may be approved by the Board, including, if so approved, by resolution of the Board, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board and at any meeting of a committee of the Board. 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. 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 ____________. (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. Section 1. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation Download 41.00 KB #12. Participation in this manner shall constitute presence in person at such meeting. Oregon 38. Unless the Corporation consents in writing to the selection of an alternative forum, the courts of the State of ____________ shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Applicable Law, the Certificate, or these Bylaws, or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine. 6.4 Fixing Record Dates. 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. ARTICLE 1. Small Business Blog; Call Us Now For Assistance ... duly adopted at a meeting of the DIRECTORS/MEMBERS and that said meeting was held in accordance with state law and the Bylaws of … (b) No consent shall be effective to take the corporate action referred to in the consent unless the number of consents required to take action are delivered to the Corporation or to the officer having charge of its minute book within sixty (60) days of the delivery of the earliest-dated consent. 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