This is not a substitute for legal advice. An attorney must be consulted. "This work is protected under the copyright laws of the United States. No reproduction, use, or disclosure of this work shall be permitted without the prior express written authorization of the copyright owner. Copyright © 1994 - 2015 by LAWCHEK, LTD." |
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. |
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. |
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. |
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. |
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.
This
is not a substitute for legal advice. An
attorney must be consulted. |
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. |
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. |
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.
This is not a substitute for legal advice. An attorney must be consulted.
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