Corporate Bylaws

# Corporate Bylaws ## BYLAWS OF # ___________ A ___________ Corporation **Adopted:** ___________ --- ## Secretary's Certification I, ___________, the duly elected Secretary of ___________ (the "Corporation"), hereby certify that the following Bylaws were duly adopted by the Board of Directors of the Corporation and that they constitute the Bylaws of the Corporation in full force and effect as of the date indicated below. --- ## ARTICLE I — OFFICES **Section 1.1 Registered Office.** The registered office of the Corporation in the State of ___________ shall be located at such place as the Board of Directors may from time to time determine or as set forth in the Certificate (or Articles) of Incorporation. **Section 1.2 Other Offices.** The Corporation may maintain offices at such other places within or outside the State of ___________ as the Board of Directors may from time to time determine or the business of the Corporation may require. --- ## ARTICLE II — STOCKHOLDERS **Section 2.1 Annual Meeting.** The annual meeting of stockholders shall be held each year on such date, at such time, and at such place (if any) as may be designated by the Board of Directors, or, if no such date and time is fixed by the Board, on a date and at a time to be determined by the Chief Executive Officer, for the purpose of electing directors and transacting such other business as may properly come before the meeting. **Section 2.2 Special Meetings.** Special meetings of stockholders may be called at any time by (a) the Board of Directors, (b) the Chairman of the Board, (c) the Chief Executive Officer, or (d) one or more stockholders holding at least ___________ of the outstanding shares entitled to vote on the matter(s) to be brought before the meeting. **Section 2.3 Notice of Meetings.** Written notice of each annual or special meeting of stockholders shall be given not less than ___________ nor more than ___________ days before the date of the meeting to each stockholder of record entitled to vote at the meeting. The notice shall state the place (if any), date, and time of the meeting, the means of remote communications (if any), and in the case of a special meeting, the purpose(s) of the meeting. Only business within the purpose(s) stated in the notice shall be conducted at a special meeting. **Section 2.4 Quorum.** At each meeting of stockholders, a quorum shall be present if the holders of a majority of the shares of stock outstanding and entitled to vote are present in person, by remote communication (if authorized), or by proxy. If a quorum is not present, the chair of the meeting or the stockholders entitled to vote who are present may adjourn the meeting to another time and/or place. **Section 2.5 Voting.** Subject to the Certificate of Incorporation and applicable law, each stockholder shall have one vote for each share of stock entitled to vote held of record. Directors shall be elected by a plurality of the votes cast. All other matters properly submitted to a stockholder vote shall be decided by a majority of the votes cast at a meeting at which a quorum is present, unless the Certificate of Incorporation, these Bylaws, or applicable law requires a greater vote. **Section 2.6 Proxies.** Each stockholder entitled to vote at a meeting may authorize another person or persons to act for the stockholder by proxy. A proxy shall be valid for ___________ unless a longer period is expressly stated. A proxy is revocable unless coupled with an interest or expressly stated to be irrevocable.