Articles of Incorporation Sample
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d.) To incur such indebtedness as the Board may deem necessary, to issue
evidence of indebtedness including without limitation, notes, deeds of trust,
bonds, debentures, or securities, subject to such stockholders approval as may
be required by law, and/or pledge, mortgage, or otherwise encumber all or
part of the properties of the corporation;
e.) To establish pension, retirement, bonus, or other types of incentives or
compensation plans for the employees, including officers and directors of the
corporation;
f.) To prosecute, maintain, defend, compromise or abandon any lawsuit in
which the corporation or its officer are either plaintiffs or defendants in
connection with the business of the corporation;
g.) To delegate, from time to time, any of the powers of the Board which
may lawfully be delegated in the course of the current business of the
corporation to any standing or special committee or to any officer or agent and
to appoint any person to be agent of the corporation with such powers and
upon such terms as may be deemed fit;
h.) To implement these by-laws and to act on any matter not covered by
these by-laws, provided such matter does not require the approval or consent
of the stockholders under the Corporation Code.
Section 2. Election and Term - The Board of Directors shall be elected during
each regular meeting of stockholders and shall hold office for one (1) year and until their
successors are elected and qualified.
Section 3. Vacancies - Any vacancy occurring in the Board of Directors other
than by removal by the stockholders or by expiration of term, may be filled by the vote
of at least a majority of the remaining directors, if still constituting a quorum; otherwise,
the vacancy must be filled by the stockholders at a regular or at any special meeting of
stockholders called for the purpose. A director so elected to fill a vacancy shall be
elected only for the unexpired term of his predecessor in office.
The vacancy resulting from the removal of a director by the stockholders in the
manner provided by law may be filled by election at the same meeting of stockholders
without further notice, or at any regular or at any special meeting of stockholders called
for the purpose, after giving notice as prescribed in these by-laws.
Section 4. Meetings - Regular meetings of the Board of Directors shall be held
once a month on such dates and at places as may be called by the Chairman of the Board,
or upon the request of a majority of the Directors.
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