By-Laws.doc

1、By-LawsA _(PLACENAME) CORPORATIONArticle ICORPORATE OFFICES The principal office of the corporation in the State of _(PLACENAME) shall be located at _(ADDRESS). The corporation may have such other offices, either within or without the State of incorporation as the board of directors may designate or

2、 as the business of the corporation may from time to time require.Article IISHAREHOLDERS MEETINGS Section 1. Place of MeetingsThe directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any sp

3、ecial meeting called by the 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 unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special mee

4、ting be otherwise called, the place of meeting shall be the principal office of the corporation.Section 2. Annual MeetingsThe time and date for the annual meeting of the shareholders shall be set by the Board of Directors of the Corporation, at which time the shareholders shall elect a Board of Dire

5、ctors and transact any other proper business. Unless the Board of Directors shall determine otherwise, the annual meeting of the shareholders shall be held on the second Monday of March in each year, if not a holiday, at Ten oclock A.M., at which time the shareholders shall elect a Board of Director

6、s and transact any other proper business. If this date falls on a holiday, then the meeting shall be held on the following business day at the same hour.Section 3. Special MeetingsSpecial meetings of the shareholders may be called by the President, the Board of Directors, by the holders of at least

7、ten percent of all the shares entitled to vote at the proposed special meeting, or such other person or persons as may be authorized in the Articles of Incorporation.Section 4. Notices of MeetingsWritten or printed notice stating the place, day and hour of the meeting and, in the case of a special m

8、eeting, the purpose or purposes for which the meeting is called, shall be delivered not less than _ (_) days nor more than _ (_) days before the date of the meeting, either personally or by mail, by the direction of the president, or secretary, or the officer or persons calling the meeting. If maile

9、d, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. Closing of Transfer Books or Fixing Record Date.(a) For the purpose of dete

10、rmining 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 in order to make a determination of stockholders for any other proper purpose, the directors of the corporation may provide

11、 that the stock transfer books shall be closed for a stated period but not to exceed, in any case _ (_) days. If the stock transfer books be closed for the purpose of determining stockholders entitled to notice or to vote at a meeting of stockholders, such books shall be closed for at least _ (_) da

12、ys immediately preceding such meeting.(b) In lieu of closing the stock transfer books, the directors may prescribe a day not more than _ (_) days before the holding of any such meeting as the day as of which stockholders entitled to notice of the and to vote at such meeting must be determined. Only

13、stockholders of record on that day are entitled to notice or to vote at such meeting(c) The directors may adopt a resolution prescribing a date upon which the stockholders of record are entitled to give written consent to actions in lieu of meeting. The date prescribed by the directors may not prece

14、de nor be more than ten (_) days after the date the resolution is adopted by directors.Section 5. Voting List.The officer or agent having charge of the stock transfer books for the shares of the corporation shall make, at least _ (_) days before each meeting of stockholders, a complete list of stock

15、holders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each, which list, for a period of _ (_) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be sub

16、ject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer book shall be

17、 prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at the meeting of stockholders.Section 6. Quorum.At any meeting of stockholders, a majority of fifty percent plus one vote, of the outstanding shares of the corporation entitled to vote, r

18、epresented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than said number of the outstanding shares are represented at a meeting, a majority of the outstanding shares so represented may adjourn the meeting from time to time without further notice. At such adj

19、ourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdraw

20、al of enough stockholders to leave less than a quorum.Section 7. Proxies.At all meetings of the 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 a

21、t the time of the meeting. Such proxies may be deposited by electronic transmission.Section 8. Voting.Each stockholder entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these by-laws shall be entitled to one vote, in person or by proxy, for each sha

22、re of stock entitled to vote held by such shareholder. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except

23、as otherwise provided by the Certificate of Incorporation or the laws of _(PLACENAME).Section 9. Order of Business.The order of business at all meetings of the stockholders, shall be as follows:a. Roll Call.b. Proof of notice of meeting or waiver of notice.c. Reading of minutes of preceding meeting.

24、d. Reports of Officers.e. Reports of Committees.f. Election of Directors.g. Unfinished Business.h. New Business.Section 10. Informal Action by Stockholders.Unless otherwise provided by law, any action required to be taken, or any other action which may be taken, at a meeting of the stockholders, may

25、 be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof. Unless otherwise provided by law, any action required to be taken, or any other action which may be taken, a

26、t a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a Majority of all of the stockholders entitled to vote with respect to the subject matter thereof at any regular meeting called on notice, and if written not

27、ice to all shareholders is promptly given of all action so taken.Section 11. Books and Records.The Books, Accounts, and Records of the corporation, except as may be otherwise required by the laws of the State of _(PLACENAME), may be kept outside of the State of _(PLACENAME), at such place or places

28、as the Board of Directors may from time to time appoint. The Board of Directors shall determine whether and to what extent the accounts and the books of the corporation, or any of them, other than the stock ledgers, shall be open to the inspection of the stockholders, and no stockholder shall have a

29、ny right to inspect any account or book or document of this Corporation, except as conferred by law or by resolution of the stockholders or directors. In the event such right of inspection is granted to the Stockholder(s) all fees associated with such inspection shall be the sole expense of the Stoc

30、kholder(s) demanding the inspection. No book, account, or record of the Corporation may be inspected without the legal counsel and the accountants of the Corporation being present. The fees charged by legal counsel and accountants to attend such inspections shall be paid for by the Stockholder deman

31、ding the inspection.Article IIIBOARD OF DIRECTORS Section 1. General Powers.The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the

32、 management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.Section 2. Number, Tenure, and Qualifications.The number of directors of the corporation shall be a minimum of _ (_) and a maximum of _ (_), or such other number as may be provided

33、 in the Articles of Incorporation, or amendment thereof. Each director shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and qualified.Section 3. Regular Meetings.A regular meeting of the directors, shall be held without other notice than

34、 this by-law immediately after, and at the same place as, the annual meeting of stockholders. The directors may provide, by resolution, the time and place for holding of additional regular meetings without other notice than such resolution.Section 4. Special Meetings.Special meetings of the director

35、s may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.Section 5. Notice.Notice of any special meeting shall be given at l

36、east one day previously thereto by written notice delivered personally, or by telegram or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. The attendance of a d

37、irector at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.Section 6. Quorum.At any meeting of the directors _ (_) p

38、ercent shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.Section 7. Manner of Acting.The act of the majority of the directors present at

39、 a meeting at which a quorum is present shall be the act of the directors.Section 8. Newly Created Directorships and Vacancies.Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without

40、 cause may be filled by a vote of the majority of the directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the stockholders. A director elected to fill a vacancy caused by resignation, death o

41、r removal shall be elected to hold office for the unexpired term of his predecessor.Section 9. Removal of Directors.Any or all of the directors may be removed for cause by vote of the stockholders or by action of the board. Directors may be removed without cause only by vote of the stockholders.Sect

42、ion 10. Resignation.A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the res

43、ignation shall not be necessary to make it effective.Section 11. Compensation.No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Noth

44、ing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.Section 12. Executive and Other Committees.The board, by resolution, may designate from among its members an executive committee and other committee

45、s, each consisting of _ (_) or more directors. Each such committee shall serve at the pleasure of the board.Article IVOFFICERS Section 1. Number.The officers of the corporation shall be the president, a secretary and a treasurer, each of whom shall be elected by the directors. Such other officers an

46、d assistant officers as may be deemed necessary may be elected or appointed by the directors.Section 2. Election and Term of Office.The officers of the corporation to be elected by the directors shall be elected annually at the first meeting of the directors held after each annual meeting of the sto

47、ckholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. In the event that no election of officers be held by the directors at that ti

48、me, the existing officers shall be deemed to have been confirmed in office by the directors.Section 3. Removal.Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgement the best interest of the corporation would be served thereby, but such

49、 removal shall be without prejudice to contract rights, if any, of the person so removed.Section 4. Vacancies.A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term.Section 5. President.The president shall be the principal executive officer of the corporati