Sample Bylaws Template
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SECTION 7. VOTING. The shareholders entitled to notice of any meeting or to vote at such meeting shall be only
persons in whose name shares stand on the stock records of the corporation on the record date determined in
accordance with Section 8 of this Article.
SECTION 8. RECORD DATE. The Board may fix in advance, a record date for the determination of the
shareholders entitled to notice of a meeting or to vote or entitled to receive payment of any dividend or other
distribution, or any allotment of rights, or to exercise rights in respect to any other lawful action. The record date
so fixed shall be not more than sixty (60) nor less than ten (10) days prior to the date of the meeting nor more
than sixty (60) days prior to any other action. When a record date is so fixed, only shareholders of record on that
date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of
rights, or to exercise of the rights, as the case may be, notwithstanding any transfer of shares on the books of
the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at
a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record
date for the meeting. The Board shall fix a new record date if the meeting is adjourned for more than forty-five
(45) days.
If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to
vote at a meeting of shareholders shall be the close of business on the business day next preceding the day on
which notice is given or, if notice is waived, at the close of business on the business day next preceding the day
on which notice is given. The record date for determining shareholders for any purpose other than as set in this
Section 8 or Section 10 of this Article shall be at the close of the day on which the Board adopts the resolution
relating thereto, or the sixtieth day prior to the date of such other action, whichever is later.
SECTION 9. CONSENT OF ABSENTEES. The transactions of any meeting of shareholders, however called
and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice,
if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons
entitled to vote not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of
the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
SECTION 10. ACTION WITHOUT MEETING. Any action which, under any provision of law, may be taken at
any annual or special meeting of shareholders, may be taken without a meeting and without prior notice if a
consent in writing, setting forth the actions to be taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting
purposes be fixed as provided in Section 8 of this Article, the record date for determining shareholders entitled
to give consent pursuant to this Section 10, when no prior action by the Board has been taken, shall be the day
on which the first written-consent is given.
SECTION 11. PROXIES. Every person entitled to vote shares has the right to do so either in person or by one
or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary not
less than five (5) days prior to the meeting.
SECTION 12. CONDUCT OF MEETING. The Chief Executive Officer shall preside as Chairman at all meetings
of the shareholders, unless another Chairman is selected. The Chairman shall conduct each such meeting in a
businesslike and fair manner, but shall not be obligated to follow any technical, formal or parliamentary rules or
principles of procedure. The Chairman's ruling on procedural matters shall be conclusive and binding on all
shareholders, unless at the time of ruling a request for a vote is made by the shareholders entitled to vote and
represented in person or by proxy at the meeting, in which case the decision of a majority of such shares shall
be conclusive and binding on all shareholders without limiting the generality of the foregoing, the Chairman
SHALL have all the powers usually vested in the chairman of a meeting of shareholders.
ARTICLE III
DIRECTORS
SECTION 1. POWERS. Subject to limitation of the Articles of Incorporation, of these bylaws, and of actions
required to be approved by the shareholders, the business and affairs of the corporation shall be managed and
all corporate powers shall be exercised by or under the direction of the Board. The Board may, as permitted by
law, delegate the management of the day-to-day operation of the business of the corporation to a management
company or other persons or officers of the corporation provided that the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without
prejudice to such general powers, it is hereby expressly declared that the Board shall have the following
powers:
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