Enter your Corporation Name Which State was the Corporation incorporated in? Please SelectAlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWashington DCWest VirginiaWisconsinWyoming The State where the Corporation is registered. Board of Directors How many Individuals will be on the Board of Directors? Individual(s) The Board of Directors is commonly made up of the Corporation Owners. How long will each Director serve? Years The most common is 3 years. A Director may be removed earlier by a majority vote of the Board of Directors or the Shareholders. Meetings Meetings of the Corporation may be called by: Meetings of the Corporation may be called by: President (CEO)Majority of the Board of DirectorsMajority of the ShareholdersOther Enter the conditions for a Special Meeting to be called: Meeting Notice If a Special Meeting is called, when should it take place? Days after being requested Meeting Location Where can a Meeting take place? Where can a Meeting take place? At the Principal OfficeRemotely (phone, web, etc.) Meeting Notice Notice of ANY MEETING may be sent to the Shareholder's: Notice of ANY MEETING may be sent to the Shareholder's: E-MailMailing AddressFaxHand-DeliveredOther Enter how else a Shareholder may be notified of a Meeting: What represents a Quorum? A Quorum is the minimum number of individuals required to be present at a meeting to make decisions on behalf of the Corporation. Percent (%) of Board of Directors % of the Board of Directors must be present Percent (%) of Shareholders % of the Shareholders must be present A simple majority (51%) is recommended. Corporate Actions ACTIONS and DECISIONS of the Corporation can be made by: ACTIONS and DECISIONS of the Corporation can be made by: Having a MeetingWithout a Meeting (as long as all parties consent by written statement) Corporate Seal Will the Corporation have a Corporate Seal? Will the Corporation have a Corporate Seal? YesNo This is no longer traditionally used, but if a Corporate Seal is created, it must be approved by the Board of Directors and applied to most legal contracts. Authorization Who will have authority to SIGN and EXECUTE legal contracts? Who will have authority to SIGN and EXECUTE legal contracts? President (CEO)Board of DirectorsChairpersonTreasurerSecretaryOther Enter who else may be able to SIGN and EXECUTE legal contracts on behalf of the Corporation: Indemnification Will the Corporation pay for the defense of any Director or Officer if they are sued? Will the Corporation pay for the defense of any Director or Officer if they are sued? YesNo Traditionally, the Corporation will pay for the defense as long as the reason for being sued is not gross negligence. Amendments Corporate Bylaws can be CHANGED or AMENDED by: Corporate Bylaws can be CHANGED or AMENDED by: Majority Vote of the Board of DirectorsMajority Vote of the ShareholdersOther Bylaws may be CHANGED or AMENDED by: Stock Certificates If requested, can a Shareholder receive certified Stock Certificates? If requested, can a Shareholder receive certified Stock Certificates? YesNo This still can be done but is no longer traditionally given to Shareholders by Corporations. The Secretary Do you know who the SECRETARY of the Corporation will be? Do you know who the SECRETARY of the Corporation will be? YesNo The Secretary is the person who will be in charge of all record-keeping, meeting minutes, and is required to sign these Bylaws. Secretary's Name Dissolving the Corporation The Corporation may be dissolved at the: The Corporation may be dissolved at the: Sole Decision of the President (CEO)Majority Vote of the Board of DirectorsMajority Vote of the ShareholdersOther "Dissolved" means terminate or cease operations. This is in the event the business is not profitable. Enter how the Corporation can be Dissolved: Adoption of Bylaws When will these Bylaws be Adopted? Next Save Save and finish later