Sample Bylaws Template
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notice, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made part of the minutes of the meeting.
SECTION 10. ADJOURNMENT. A majority of the directors present, whether or not a quorum is present, may
adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned
meeting need not be given to absent directors if the time and place be fixed at the meeting being adjourned. If
the meeting is adjourned for more than forty-eight (48) hours, notice of any adjournment to another time or place
shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of
adjournment.
SECTION 11. FEES AND COMPENSATION. Directors and members of committees may receive such
compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined
by the Board.
SECTION 12. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board may be
taken without a meeting if all members of the Board shall individually or collectively consent in writing to such
action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be
filed with the minutes of the proceedings of the Board.
SECTION 13. COMMITTEES. The board may appoint one or more committees, each consisting of two or more
directors, and delegate to such committees any of the authority of the Board except with respect to:
(a) The approval of any action which requires shareholders' approval or approval of the outstanding
shares;
(b) The filling of vacancies on the Board or on any committees;
(c) The fixing of compensation of the directors for serving on the Board or on any committee;
(d) The amendment or repeal of bylaws or the adoption of new bylaws;
(e) The amendment or repeal of any resolution of the Board which by its express terms is not so
amendable or repealable by a committee of the board;
(f) A distribution to the shareholders of the corporation;
(g) The appointment of other committees of the Board or the members thereof.
Any such committee must be appointed by resolution adopted by a majority of the authorized number of
directors and may be designated an Executive Committee or by such other name as the Board shall specify.
The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be
conducted. Unless the Board or such committee shall otherwise provide, the regular or special meetings and
other actions of any such committee shall be governed by the provisions of this Article applicable to meetings
and actions of the Board. Minutes shall be kept of each meeting of each committee.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation shall be the Chief Executive Officer, a president, a
secretary and a Chief Financial Officer/ treasurer. The corporation may also have, at the discretion of the Board,
one or more vice-presidents, one or more assistant vice presidents, one or more assistant secretaries, one or
more assistant treasurers and such other officers as may be elected or appointed in accordance with the
provisions of Section 3 of this Article.
SECTION 2. ELECTION. The officers of the corporation, except such officers as may be elected or appointed in
accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall
serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal or
other disqualification from service, or until their respective successors shall be elected.
SECTION 3. SUBORDINATE OFFICERS. The Board may elect, and may empower the Chief Executive Officer
to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for
such period, have such authority, and perform such duties as are provided in these bylaws or as the Board, or
the Chief Executive Officer may from time to time direct.
SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by the
Board of Directors at any time, or, except in the case of an officer chosen by the Board, by any officer upon
whom such power of removal may be conferred by the Board.
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