Sample Bylaws Template
1
BYLAWS
OF
ERF WIRELESS, INC.
A Nevada Corporation
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL EXECUTIVE OFFICE. The principal office of the Corporation is hereby fixed in the
State of Nevada or at such other location as may be determined from time to time by the board of directors of
the Corporation.
SECTION 2. OTHER OFFICES. Branch or subordinate offices may be established by the Board of Directors at
such other places as may be desirable.
ARTICLE II
SHAREHOLDERS
SECTION 1. PLACE OF MEETING. Meetings of shareholders shall be held either at the principal executive
office of the corporation or at any other location within or without the State of Nevada which may be designated
by written consent of all persons entitled to vote thereat.
SECTION 2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held on such day and at such
time as may be fixed by the Board; provided, however, that should said day fall upon a Saturday, Sunday, or
legal holiday observed by the Corporation at its principal executive office, then any such meeting of
shareholders shall be held at the same time and place on the next day thereafter ensuing which is a full
business day. At such meetings, directors shall be elected by plurality vote and any other proper business may
be transacted.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be called for any purpose or
purposes permitted under Chapter 78 of Nevada Revised Statutes at any time by the Board, the Chairman of
the Board, the President, or by the shareholders entitled to cast not less than twenty-five percent (25%) of the
votes at such meeting. Upon request in writing to the Chairman of the Board, the President, any Vice-President
or the Secretary, by any person or persons entitled to call a special meeting of shareholders, the Secretary shall
cause notice to be given to the shareholders entitled to vote, that a special meeting will be held not less than
thirty-five (35) nor more than sixty (60) days after the date of the notice.
SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each annual meeting of
shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting
to each shareholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and
(i) in the case of a special meeting the general nature of the business to be transacted, or (ii) in the case of the
annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for
action by the shareholders, but, any proper matter may be presented at the meeting for such action. The notice
of any meeting at which directors are to be elected shall include the names of the nominees intended, at the
time of the notice, to be presented by management for election.
Notice of a shareholders' meeting shall be given either personally or by mail or, addressed to the shareholder at
the address of such shareholder appearing on the books of the corporation or if no such address appears or is
given, by publication at least once in a newspaper of general circulation in Clark County, Nevada. An affidavit of
mailing of any notice, executed by the Secretary, shall be prima facie evidence of the giving of the notice.
SECTION 5. QUORUM. A majority of the shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders. If a quorum is present, the affirmative vote of the majority
of shareholders represented and voting at the meeting on any matter, shall be the act of the shareholders
unless specifically required otherwise in the Charter or Articles of Incorporation. The shareholders present at a
duly called or held meeting at which a quorum is present may continue to do business until adjournment,
notwithstanding withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the number of shares required as noted above to constitute a
quorum. Notwithstanding the foregoing, (1) the sale, transfer and other disposition of substantially all of the
corporation's properties and (2) a merger or consolidation of the corporation shall require the approval by an
affirmative vote of not less than two-thirds (2/3) of the corporation's issued and outstanding shares.
SECTION 6. ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders meeting, whether or not a
quorum is present, may be adjourned from time to time. In the absence of a quorum (except as provided in
Section 5 of this Article), no other business may be transacted at such meeting.
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