Articles of Incorporation Sample

6
BY - LAWS
OF
___________________________________________________________________
ARTICLE I
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES
Section 1. Subscriptions - Subscribers to the capital stock of the corporation
shall pay the value of the stock in accordance with the terms and conditions prescribed by
the Board of Directors. Unpaid subscriptions shall not earn interest unless determined
by the Board of Directors.
Section 2. Certificate - The stockholder shall be entitled to one or more
certificates for fully paid stock subscription in his name in the books of the corporation.
The certificates shall contain the matters required by law and the Articles of
Incorporation. They shall be in such form and design as may be determined by the
Board of Directors and numbered consecutively. The certificate shall be signed by the
President, countersigned by the Secretary or Assistant Secretary, and sealed with the
corporate seal.
Section 3. Transfer of Shares - Subject to the restrictions, terms and conditions
contained in the Articles of Incorporation, shares may be transferred, sold, assigned or
pledged by delivery of the certificates duly indorsed by the stockholder, his attorney-in-
fact, or other legally authorized person. The transfer shall be valid and binding on the
corporation only upon record thereof in the books of the corporation. The Secretary
shall cancel the stock certificates and issue new certificates to the transferee.
No share of stock against which the corporation holds unpaid claim shall be
transferable in the books of the corporation.
All certificates surrendered for transfer shall be stamped “Cancelled” on the face
thereof, together with the date of cancellation, and attached to the corresponding stub
with the certificate book.
Section 4. Lost Certificates - In case any stock certificate is lost, stolen, or
destroyed, a new certificate may be issued in lieu thereof in accordance with the
procedure prescribed under Section 73 of the Corporation Code.
Page 6/15
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