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BYLAWS  (4 OFFICERS)

OF EXETOR COMPANY1

 

ARTICLE I.  PRINCIPAL OFFICE

            The principal office of the corporation in the State of Illinois2 shall be located in the City of Chicago3, County of Cook4.  The corporation may have such other offices, either within or without the State of Illinois5, as the Board of Directors may designate or as the business of the corporation may require from time to time (pursuant to pursuant to Section 5/5.056).

 

ARTICLE II.  SHAREHOLDERS

            SECTION I.  ANNUAL MEETING.  The annual meeting of the shareholders shall be held in the last week of April7 of each year, beginning in 20068 for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday in the state of Illinois9, such meeting shall be held on the next succeeding business day.  If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently possible (pursuant to Section 5/7.0510).

            SECTION 2.  SPECIAL MEETINGS.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of two shareholders (pursuant to Section 5/70511).

            SECTION 3.  PLACE OF MEETING.  The Board of Directors may designate any place, either within or without the state of Illinois12, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Illinois13, unless otherwise prescribed by statute, as the place for the holding of such meeting.  If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal office of the corporation in the State of Illinois14.

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

            SECTION 4.  NOTICE OF MEETING.  Written notice stating the place, day and hour of the meeting and, in case of special meeting, the purpose or purposes for which the meeting is called, unless otherwise prescribed by statute, shall be delivered not less than 1015 nor more than 6016 days before the date of the meeting, either personally or by mail, by or at the direction of the President17, or the Secretary18, or the persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid (pursuant to Section 5/7.15 and Section 5/7.2019).

            SECTION 5.  QUORUM.  A majority 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.  If less than the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum (pursuant to Section 5/7.6020).

            SECTION 6.  PROXIES.  At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact.  Such proxy shall be filed with the Secretary21of the corporation before or at the time of the meeting.  No proxy shall be valid after four weeks from the date of its execution, unless otherwise provided in the proxy (pursuant to Section 5/7.50 and 5/7.5522).

            SECTION 7.  VOTING OF SHARES.  Subject to the provisions of any language to the contrary of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at the meeting of the shareholders (pursuant to Section 5/5.30.5/7/65 and 5/7.7023).

            SECTION 8.  CUMULATIVE VOTING.  Unless otherwise provided by law, at each election for Directors, every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are Directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such Directors multiplied by the number of his shares equal, or by distributing such votes on the same principle among any number of candidates (pursuant to Section 5/5.30.5/7.65 and 5/7.7024).

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

ARTICLE III.  BOARD OF DIRECTORS

            SECTION 1.  GENERAL POWERS.  The business and affairs of the corporation shall be managed by its Board of Directors (pursuant to Section 5/8.0525).

            SECTION 2.  NUMBER, TENURE AND QUALIFICATIONS.  The number of Directors of the corporation shall be four26.  Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified (pursuant to Section 5/8.1027).

            SECTION 3.  REGULAR MEETING.  A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders.  The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution (pursuant to Section 5/8.2028).

            SECTION 4.  SPECIAL MEETING.  Special meetings of the Board of Directors 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 Board of Directors may fix the place for the holding of any special meeting of the Board of Directors called by them (pursuant to Section 5/8.2029).

            SECTION 5.  NOTICE.  Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address or by telegram30.

            SECTION 6.  QUORUM.  A majority of the number of directors is two and shall constitute a quorum for the transaction of business at any meeting of the Board of Directors (pursuant to Section 5/8.1531).

            SECTION 7.  MANNER OF ACTING.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

            SECTION 8.  ACTION WITHOUT A MEETING.  Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors (pursuant to Section 5/8.4532).        

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

             SECTION 9.  VACANCIES.  Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, unless otherwise provided by law.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders (pursuant to Section 8.3033).

 

ARTICLE IV.  OFFICERS

            SECTION 1.  NUMBER.  The officers of the corporation shall be four34.  A President, Vice-President, Secretary and Treasurer35, each of whom shall be elected by the Board of Directors.  Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors from time to time (pursuant to Section 5/8.5036).

            SECTION 2.  ELECTION AND TERM OF OFFICE.  The officers of the corporation shall be elected annually by the Board of Directors and such election shall be held after each annual meeting of the shareholders.  If the election of officers shall not be held at the meetings of the Board of Directors annually, such election shall be held as soon thereafter as conveniently possible.  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 (pursuant to Section 5/8.5037).

            SECTION 3.   REMOVAL.  Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights (pursuant to Section 5/8.5538).

            SECTION 4.  VACANCIES.  A Vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term (pursuant to Section 5/8/3039).

            SECTION 5.   PRESIDENT40.   The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control all of the business and affairs of the corporation.  He shall, when present, preside at all meetings of the shareholders and of the Board of Directors.  He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of     

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

Directors has authorized to be executed. He may not sign in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and, in general, the President shall perform all duties incident to the office of President and such of the duties as may be prescribed by the Board of Directors from time to time.

            SECTION 6.  VICE-PRESIDENT41. In the absence of the President or in event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

            SECTION 7.  SECRETARY42.  The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;  (c) be custodian of the corporate records of the corporation; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder;  (e) sign with the President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. 

            SECTION 8.  TREASURER43.  The Treasurer shall (a) have charge and custody of, and be responsible for, all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected; and (c) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

            SECTION 9.  SALARIES44.  The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
 

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

         ARTICLE V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

            SECTION 1.  CONTRACTS45.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

            SECTION 2.  LOANS46.  No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

            SECTION 3.  CHECKS, DRAFTS, ETC47.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

            SECTION 4.  DEPOSITS48.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

 

ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

            SECTION 1.  CERTIFICATES FOR SHARES49.  Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors.  Such certificates shall be signed by the President and by the Secretary.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the stock transfer books of the corporation.  All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled. In case of a lost, destroyed or mutilated certificate, a new one may be issued upon such terms and indemnity to the corporation as the Board of Directors may prescribe (pursuant to Section 5/6.05, 5/6.10, 5/6.15, 5/6.25 and 5/6.3050).  
 

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

            SECTION 2.  TRANSFER OF SHARES.  Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by Power of Attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares.  The person in whose name the shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.  Any such transfers may be governed by specific restriction on the face of the certificate51.

 

ARTICLE VII.  AMENDMENTS

            These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

ARTICLE VIII.  RATIFICATION OF ACTS52

            The directors and officers of this corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability to the extent provided by applicable law (i) for any breach of the director's duty of loyalty to the corporation or its stockholders,  (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) for any transaction from which the director derived an improper personal benefit, or (iv) under state law.  No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.  The directors of this corporation have agreed to serve as directors in reliance upon the provisions of this Article.

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.

 

The form opposite is an example of how a typical form for the Bylaws may be completed. 

 

1.      The name of the company.  The sample name used in the previous examples is also used here to show consistency.

2.      The State of Illinois is provided to show consistency and to make the Bylaws applicable to Illinois.

3.      The city.

4.      The county.

5.      The state.

6.      The code section of the appropriate state can be completed by your attorney. Otherwise, the section may be deleted altogether.

7.      The month of April was chosen arbitrarily as the month for the annual meeting.

8.      The 1996 date was chosen since that was the date of this publication.

9.      The state.

10.    The reference to a code section is optional.  You may or may not wish to include it.

11.    The reference to a code section is optional.  You may or may not wish to include it.

12.    The State of Illinois was used as an example pursuant to the preceding samples prepared for your reference.

13.    The State of Illinois was used as an example pursuant to the preceding samples prepared for your reference.

14.    The State of Illinois was used as an example pursuant to the preceding samples prepared for your reference.

15.    The number 10 was used as an arbitrary period of time; however, often state statues require a minimum period of time for notice.

16.    As to 60 days, that was also arbitrarily selected; however, often states will require a different time.

17.    The President was selected as the officer to be identified regarding notice; however, another officer may be designated under the Bylaws.

18.    The Secretary was selected as the officer to be identified regarding notice; however, another officer may be designated under the Bylaws.

19.    The reference to a code section is optional.

20.    The reference to a code section is optional.

21.    The office of Secretary was chosen for this form; however, another officer could be designated.

22.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

23.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

24.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

25.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

26.    The number four (4) is an arbitrary number for the directors chosen.  It is possible for the shareholders to decide that a reasonable number of 
  directors may be voted into office for the purpose of making up the board of directors.

27.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

28.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

29.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

30.    The form of notice should be set forth pursuant to the laws of the particular state in which you incorporate and the desire of the shareholders.

31.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

32.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

33.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

34.    The number of officers shall be stated.

35.    Four (4) officers are shown; however, other officers may be included such as the First Vice President of Finance.

36.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

37.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

38.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

39.    The reference to a particular code section is optional based upon the discretion of the attorney and/or client.

40.    Other duties and functions may be delineated as to a President; however, the ones included are standard.

41.    Other duties and functions may be delineated as to a President; however, the ones included are standard.

42.    Other duties and functions may be delineated as to a President; however, the ones included are standard.

43.    Other duties and functions may be delineated as to a President; however, the ones included are standard.

44.    Various amounts of salaries or formulas may be used to set forth salaries; however, the typical language for Bylaws has been included.

45.    The matter of contracts may be more specific; however, fundamentally, at least the language used should be provided.

46.    The matter of contracts may be more specific; however, fundamentally, at least the language used should be provided.

47.    This sample used allows a resolution to be passed by the Board of Directors which would indicate who would sign checks.  The Bylaws may 
  require two (2) officers to sign if the amount is over a specific sum.

48.    Generally, any officers or shareholders are permitted to make deposits.

49.    Each state has different laws that regulate the issuance of stock certificates.  Generally, the certificates are signed by the President and 
  Secretary; however, other officers may be designated as the individuals signing the certificates.  Sometimes the Treasurer will be the one who 
  signs the certificates.  For specific language relating to a given state, an attorney should be consulted.

50.    An appropriate code section may or may not be included.

51.    The company may wish to have a specific restriction on the transfer of stock, especially if the corporation is a Subchapter S or a closely held 
  corporation.  It is recommended that specific language relative to the restriction of the transfer of stock be placed not only in the Bylaws, but 
  also in a stock retirement or cross purchase agreement.

52.    Corporations want to assure officers and directors that they will not incur personal liability as a result of acting on behalf of the corporation as 
  long as their actions are within the realm of the Bylaws and other authority which are conveyed to them.  However, a provision such as the 
  Ratification of Acts is not always included.  It is a matter of choice by the shareholders and a matter of state laws.

 

This is not a substitute for legal advice.  An attorney must be consulted.
 Copyright © 1994 - 2015 by LAWCHEK, LTD.

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