Articles of Incorporation Sample
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Section 7. Manner of Voting - At all meetings of stockholders, a stockholder
may vote in person or by proxy. Unless otherwise provided in the proxy, it shall be
valid only for the meeting at which it has been presented to the Secretary. All proxies
must be in the hands of the Secretary before the time set for the meeting. Proxies filed
with the Secretary may be revoked by the stockholders either in an instrument in writing
duly presented and recorded with the Secretary, prior to a scheduled meeting or by their
personal presence at the meeting.
Section 8. Closing of Transfer Books or Fixing of Record Date - For the
purpose of determining the stockholders entitled to notice of, or to vote at, any meeting
of stockholders or any adjournment thereof or to receive payment of any dividend, the
Board of Directors may provide that the stock and transfer books be closed for ten (10)
working days immediately preceding such meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers of the Board - Unless otherwise provided by law, the
corporate powers of the corporation shall be exercised, all business conducted and all
property of the corporation controlled and held by the Board of Directors to be elected by
and from among the stockholders. Without prejudice to such powers as may be granted
by law, the Board of Directors shall also have the following powers:
a.) From time to time, to make and change rules and regulations not
inconsistent with these by-laws for the management of the corporation’s
business and affairs;
b.) To purchase, receive, take or otherwise acquire for and in the name of the
corporation, any and all properties, rights, or privileges, including securities
and bonds of other corporations, for such consideration and upon such terms
and conditions as the Board may deem proper or convenient;
c.) To invest the funds of the corporation in other corporations or for
purposes other than those for which the corporation was organized, subject to
such stockholders’ approval as may be required by law;
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