Waiver of Notice or Consent by Absent Shareholders. The transactions of any meeting of shareholders will be as valid as though they were had at a meeting duly held after regular call and notice, if a quorum is present, and if each person entitled to vote who was not present, either before or after the meeting, signs a written waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting.
Section 9. Any action that could be taken at a meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of shares required to pass such an action were a meeting otherwise called and all votes cast.
Section Every person entitled to vote for directors or on any other matter will have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation.
Such general powers shall include but not be limited to :. Number of Directors. The authorized number of directors will be number until changed by a duly adopted amendment to the articles of incorporation or by amendment to this bylaw adopted by the vote or written consent of a majority of the outstanding shares entitled to vote. Election and Term of Office of Directors. Directors will be elected at each annual meeting of the shareholders to hold office until the next annual meeting.
Any director may resign effective on giving written notice to the chair of the board, the president, the secretary, or the board of directors. A vacancy in the board of directors will be deemed to exist: if a director dies, resigns, or is removed by the shareholders; a court of appropriate jurisdiction enters a felony conviction against the director or declares the director of unsound mind; or if the authorized number of directors is increased.
Place of Meetings; Meetings by Electronic Communications. Meetings of directors will be held at any place within or outside the State of state designated by the board of directors. Directors not physically present in person at a meeting of the board of directors may participate in a meeting of the board of directors by means of electronic transmission or similar means of communication.
Section 7. Special Meetings. Special meetings of the board of directors may be called for any purpose or purposes at any time by the chairman of the board, the president, any vice president, the secretary, or any two directors.
A majority of the authorized number of directors will constitute a quorum for the transaction of business. Waiver of Notice. Notice of a meeting, although otherwise required, need not be given to any director who signs a written waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting. Action Without a Meeting. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board of directors individually or collectively consent in writing to that action.
The officers of the corporation will be a president, a secretary, and a treasurer. The corporation may also have, at the discretion of the board of directors, such other officers as may be appointed in accordance this Article. Any number of offices may be held by the same person. Appointment of Officers. The officers of the corporation will be appointed annually by the board of directors, and will serve at the pleasure of the board of directors. Removal and Resignation of Officers.
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What are you looking for? JavaScript Required You are reading this message because your browser either does not support JavaScript or has it disabled. Free Corporate Bylaws Answer a few simple questions Print and download instantly It takes just 5 minutes. Corporate Bylaws Incorporation State. Built for Alabama Different states have different rules and regulations. Your Corporate Bylaws will be customized for Alabama. Back Create My Document Skip this step for now.
Frequently Asked Questions. Your Corporate Bylaws Update Preview. This document preview is formatted to fit your mobile device. The formatting will change when printed or viewed on a desktop computer. For example, California has no strict specification for what has to be written in corporate bylaws.
However, a company incorporated in California with more than three shareholders is required to have at least three directors for its board, which must be noted in the company bylaws. A company incorporated as a C corporation, or C corp, is taxed separately from its shareholders, but also retains its profits and losses independently. The IRS considers the C corp as the default standard for corporations. However, other types of business entities also have to produce their own bylaws.
While S corporations, or S corps, are different business entities than C corporations, they are subject to the same corporate bylaw requirements. Company bylaws for both types of corporations are state-mandated management guidelines that are written to protect the shareholders and the board of directors from liabilities. Much like bylaws, the document outlines how the LLC is organized and operated, along with the member responsibilities. Despite the difference in name, LLC operating agreements are legally binding documents that protect business owners and interests.
A properly written corporate bylaws template will address main points common to most corporations, but they do involve more technical terms that are usually included.
One of the first tasks in incorporating a company is to decide on an available name. Many state business filing websites include a free search function where you can check if your desired business name is already taken. Shareholders are essentially the owners of a corporation, so the details of the annual meeting should be included to facilitate the voting process.
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