Sample Bylaws Template
(a) To select and remove all of the officers, agents and employees of the corporation, prescribe the
powers and duties for them as may not be inconsistent with law, or with the Articles of Incorporation or
by these bylaws, fix their compensation, and require from them, if necessary, security for faithful
(b) To conduct, manage, and control the affairs and business of the corporation and to make such rules
and regulations therefore not inconsistent with law, with the Articles of Incorporation or these bylaws,
as they may deem best.
(c) To adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock and to alter
the form of such seal and such of certificates from time to time in their judgment they deem best.
(d) To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and
for such consideration as may be lawful.
(e) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be
executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds
of trust, mortgages, pledges, hypothecation or other evidence of debt and securities therefor.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors shall be
three (3) until changed by amendment of the Articles or by a bylaw duly adopted by approval of the
outstanding shares amending this Section 2.
SECTION 3. ELECTION AND TERM OF OFFICE. The directors shall be elected at each annual meeting of
shareholders but if any such annual meeting is not held or the directors are not elected the shareholders may
elect a director or directors at any time to fill any vacancy or vacancies. Any such election by written consent
requires the consent of a majority of the outstanding shares entitled to vote. If the Board accepts the
resignation of a director tendered to take effect at a future time, the shareholders shall have power to elect a
successor to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of removing any director prior to the
expiration of the director's term of office.
SECTION 4. PLACE OF MEETING. Any meeting of the Board shall be held at any place within or without the
State of Nevada which has been designated from time to time by the Board. In the absence of such
designation meetings shall be held at the principal executive office of the corporation.
SECTION 5. REGULAR MEETINGS. Immediately following each annual meeting of shareholders the Board
shall hold a regular meeting for the purpose of organization, selection of a Chairman of the Board, election of
officers, and the transaction of other business. Call and notice of such regular meeting is hereby dispensed
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board for any purposes may be called at any time
by the Chairman of the Board, the President, or the Secretary or a majority of the directors.
Special meetings of the Board shall be held upon at least four (4) days written notice or forty-eight (48) hours
notice given personally or by telephone, telegraph, telex or other similar means of communication. Any such
notice shall be addressed or delivered to each director at such director's address as it is shown upon the
records of the Corporation or as may have been given to the Corporation by the director for the purposes of
SECTION 7. QUORUM. A majority of the authorized number of directors constitutes a quorum of the Board for
the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the
act of the Board, unless a greater number be required by law or by the Articles of Incorporation. A meeting at
which a quorum is initially present may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority of the number of directors required as noted
above to constitute a quorum for such meeting.
SECTION 8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board may
participate in a meeting through use of conference telephone or similar communications equipment, so long as
all members participating in such meeting can hear one another.
SECTION 9. WAIVER OF NOTICE. The transactions of any meeting of the Board, however called and noticed
or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum be
present and if, either before or after the meeting, each of the directors not present signs a written waiver of
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