Sample Bylaws Template
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SECTION 3. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The CEO or any other officer
or officers authorized by the Board or the CEO are each authorized to vote, represent, and exercise on behalf of
the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the
name of the Corporation. The authority herein granted may be exercised either by any such officer in person or
by any other person authorized to do so by proxy or power of attorney duly executed by said officer.
ARTICLE VI
INDEMNIFICATION
SECTION 1. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. Subject to the limitations of law, if any,
the corporation shall have the Power to indemnify any director, officer, employee and agent of the corporation
who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the
right of to procure a judgment in its favor) against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding, provided that the Board shall find that the
director, officer, employee or agent acted in good faith and in a manner which such person reasonably believed
in the best interests of the corporation and, in the case of criminal proceedings, had no reasonable cause to
believe the conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere shall not, of itself create a presumption that such person did not act in good
faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that
such person had reasonable cause to believe such person's conduct was unlawful.
SECTION 2. INDEMNIFICATION IN ACTIONS BY OR ON BEHALF OF THE CORPORATION. Subject to the
limitations of law, if any, the Corporation shall have the power to indemnify any director, officer, employee and
agent of the corporation who was or is threatened to be made a party to any threatened, pending or completed
legal action by or in the right of the Corporation to procure a judgment in its favor, against expenses actually and
reasonable incurred by such person in connection with the defense or settlement, if the Board of Directors
determine that such person acted in good faith, in a manner such person believed to be in the best interests of
the Corporation and with such care, including reasonable inquiry, as an ordinarily, prudent person would use
under similar circumstances.
SECTION 3. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by
the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of
the officer, director, employee or agent to repay such amount unless it shall be determined ultimately that the
officer or director is entitled to be indemnified as authorized by this Article.
SECTION 4. INSURANCE. The corporation shall have power to purchase and maintain insurance on behalf of
any officer, director, employee or agent of the Corporation against any liability asserted against or incurred by
the officer, director, employee or agent in such capacity or arising out of such person's status as such whether
or not the corporation would have the power to indemnify the officer, or director, employee or agent against
such liability under the provisions of this Article.
ARTICLE VII
AMENDMENTS
These bylaws may be altered, amended or repealed either by approval of a majority of the outstanding shares
entitled to vote or by the approval of the Board; provided however that after the issuance of shares, a bylaw
specifying or changing a fixed number of directors or the maximum or minimum number or changing from a
fixed to a flexible Board or vice versa may only be adopted by the approval by an affirmative vote of not less
than two-thirds of the corporation's issued and outstanding shares entitled to vote.
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