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CORPN04.LEX
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1991-08-12
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.FT L----!----!----!----!----!----!----!----!----!----!----!----!---R
.TX1 *** BYLAWS - INTRODUCTION, COMPANY NAME, OFFICE & SEAL *****
BY-LAWS OF
{>CORP_NAME_HDG}
NAME
This Corporation shall be known as {CORP_NAME}.
OFFICES
The principal office of the Corporation shall be in
{POFFC_CY_ST}. The Corporation may also establish any office or
offices at such other place or places as the Board of Directors
may from time to time designate.
CORPORATE SEAL
The Corporate Seal shall have inscribed thereon the name of
the Corporation.
.TX2 *** BYLAWS - MEETINGS OF STOCKHOLDERS PROVISIONS ***********
MEETINGS OF STOCKHOLDERS
The annual meeting of the stockholders for the election of
directors shall be held on {AMTG_DATE} of each year, the first
such regular annual meeting to be held in {AMTG_YEAR}, or if that
day be a legal holiday on the next succeeding day not a legal
holiday, at {AMTG_TIME}, at which meeting the stockholders shall
elect by written ballot, by plurality vote, a Board of Directors
and may transact such other business as may come before the meeting.
Special meetings of the stockholders may be called at any
time by the President and shall be called by the President or
Secretary on the request in writing or by vote of a majority of
the Directors or at the request in writing of stockholders of
record owning one-third (1/3) in amount of the capital stock of
the Company outstanding and entitled to vote.
All meetings of the stockholders shall be held at such place
or places, within or without the State of {INC_STATE}, as may
from time to time be fixed by the Board of Directors, or as shall
be specified and fixed in the respective notices or waivers
of notice thereof.
No change of the time or place of a meeting for the election
of directors, as fixed by the by-laws, shall be made within sixty
(60) days next before the day on which such election is to be
held. In case of any change in such time or place for such
election of Directors, notice thereof shall be given to each
stockholder entitled to vote in person, or mailed to his, or her,
last known post office address, at least twenty (20) days before
the election is held.
At least one full business day immediately preceding the
meeting, the Secretary shall have available for inspection at the
place of meeting or at the principal office of the Company, the
share ledger which shall show in alphabetical order by classes of
shares all persons entitled to represent shares at the meeting
with the number of shares entitled to be voted by each
shareholder.
Each stockholder entitled to vote shall, at every meeting of
the Stockholders, be entitled to one vote in person or by proxy,
signed by him, or her, for each share of voting stock held by
him, or her, but no proxy shall be voted on after three (3)
years from its date, unless it provides for a longer period.
Such right to vote shall be subject to the right of the Board of
Directors to close the transfer books or to fix a record date for
voting stockholders as hereinafter provided and if the Directors
shall not have exercised such right, no share of stock shall be
voted on at any election for Directors which shall have been
transferred on the books of the Corporation within twenty (20)
days next preceding such election.
Notice of all meetings shall be mailed by the Secretary to
each stockholder of record entitled to vote, at his or her last
known post office address for annual meetings at least ten (10)
days and for special meetings at least five (5) days prior
thereto unless notice is waived.
The holders of a majority of the stock outstanding and
entitled to vote shall constitute a quorum but the holders of a
smaller amount may adjourn from time to time without further
notice until a quorum is secured.
.TX3 *** BYLAWS - BOARD OF DIRECTORS DESIGNATION & POWERS *******
DIRECTORS
The property and business of the Corporation shall be
managed and controlled by a Board of Directors consisting of
{NMBR_DIRECTORS} directors. Directors need not be stockholders
or residents of the State of {INC_STATE}.
The directors shall hold office until the next annual
meeting and until their successors are elected and qualified.
They shall be elected by the stockholders, except that if there
be a vacancy in the Board of Directors by reason of death,
resignation or otherwise, such vacancy shall be filled for the
unexpired term by majority vote of the remaining directors,
though less than a quorum.
POWERS OF DIRECTORS
The Board of Directors shall have, in addition to such
powers as are hereinafter expressly conferred on it, all such
powers as may be exercised by the Corporation, subject to the
provisions of the Statutes, the Certificate of Incorporation and
these by-laws.
The Board of Directors shall have power:
To purchase or otherwise acquire property, rights or
privileges for the Corporation, which the Corporation has power
to take, at such prices and on such terms as the Board of
Directors may deem proper.
To pay for such property, rights or privileges in whole or
in part with money, stock, bonds, debentures, or other securities
of the Corporation, or by the delivery of other property of the
Corporation.
To create, make and issue mortgages, bonds, deeds of trust,
trust agreements and negotiable or transferable instruments and
securities secured by mortgages or otherwise and to do every act
and thing necessary to effectuate the same.
To appoint agents, clerks, assistants, factors, employees,
and trustees and to dismiss them at its discretion, to fix their
duties and emoluments and to change them from time to time and to
require security as it may deem proper.
To confer on any officer of the Corporation the power of
selecting, discharging or suspending its employees.
To determine by whom and in what manner the Corporation's
bills, notes, receipts, acceptances, endorsements, checks,
releases, contracts or other documents shall be signed.
.TX4 *** BYLAWS - MEETINGS OF THE DIRECTORS & COMPENSATION ******
MEETINGS OF DIRECTORS
After each annual election of directors, the newly elected
directors may meet for the purpose of organization, the election
of officers, and the transaction of other business, at such place
and time as shall be fixed by the stockholders at the annual
meeting, and if a majority of the directors be present at such
place and time, no prior notice of such meeting shall be required
to be given to the directors. The place and time of such meeting
may also be fixed by the written consent of the directors.
Regular meetings of the Directors shall be held on {DMTG_DATE}
at {DMTG_TIME} at the office of the Corporation in {POFFC_CY_ST},
or elsewhere and at such other times as may be fixed by
resolution of the Board. No notice of regular meetings of the
Board of Directors shall be required.
Special meetings of the directors may be held within or
without the State of {INC_STATE} at such place as is indicated
in the Notice or Waiver of Notice thereof, provided, however, no
notice of a special meeting need be given nor written waiver of
notice executed if all of the directors are present in person at
any special meeting regardless of the time and place of such
meeting.
A majority of the directors shall constitute a quorum, but a
smaller number may adjourn from time to time, without further
notice, until a quorum is secured.
COMPENSATION OF DIRECTORS AND COMMITTEE MEMBERS
Directors and members of committees of the Board shall
receive such compensation for attendance at either regular or
special meetings of the Board and its committees, as may from
time to time be fixed by the Board.
.TX5 *** BYLAWS - OFFICERS OF THE CORPORATION & THEIR DUTIES ****
OFFICERS OF THE CORPORATION
The officers of the Corporation shall be a President, one or
more Vice-Presidents, a Secretary, a Treasurer and such other
officers as may from time to time be chosen by the Board of
Directors. The President and Vice-Presidents shall be chosen
from among the Directors.
Any two offices (but not more than two) may be held by the
same person, except those of President and Secretary or President
and Vice-President.
The officers of the Corporation shall hold office until
their successors are chosen and qualify in their stead. Any
officer chosen or appointed by the Board of Directors may be
removed either with or without cause at any time by the
affirmative vote of a majority of the whole Board of Directors.
If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the affirmative vote of a
majority of the whole Board of Directors.
DUTIES OF THE PRESIDENT
The President shall be the chief executive officer of the
Corporation. It shall be his duty to preside at all meetings of
the stockholders and directors; to have general and active
management of the business of the Corporation; to see that all
orders and resolutions of the Board of Directors are carried into
effect; to execute all contracts, agreements, deeds, bonds,
mortgages and other obligations and instruments in the name of
the Corporation, and to affix the corporate seal thereto when
authorized by the Board of Directors.
He shall have general supervision and direction of the other
officers of the Corporation and shall see that their duties are
properly performed.
He shall submit a report of the operations of the Company
for the year to the directors at their meeting next preceding the
annual meeting of the stockholders and to the stockholders at
their annual meeting.
He shall be ex-officio member of all standing committees and
shall have the general duties and powers of supervision and
management usually vested in the office of President of a
Corporation.
VICE-PRESIDENT
The Vice-President or Vice-Presidents, as the case may be,
in the order designated by the Board of Directors, shall be
vested with all the powers and required to perform all the duties
of the President in his absence or disability and shall perform
such other and further duties as may be prescribed by the Board
of Directors.
PRESIDENT PRO TEM
In the absence or disability of the President and Vice-
Presidents, the Board may appoint from their own number a
President Pro Tem.
SECRETARY
The Secretary shall attend all meetings of the stockholders
and the Board of Directors. He, or she, shall act as clerk
thereof and shall record all of the proceedings of such meetings
in a book kept for that purpose. He, or she, shall give proper
notice of meetings of stockholders and directors and shall
perform such other duties as shall be assigned to the Secretary
by the President or the Board of Directors.
TREASURER
The Treasurer shall have custody of the funds and securities
of the Corporation and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation
and shall deposit all monies and other valuable effects in the
name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors.
He, or she, shall disburse the funds of the Corporation as
may be ordered by the President or the Board of Directors, taking
proper vouchers for such disbursements and shall render to the
President and directors, whenever they may require it, an account
of all his, or her, transactions as Treasurer and of the
financial condition of the Corporation, and at the regular
meeting of the Board next preceding the annual stockholders'
meeting a like report for the preceding year.
He, or she, shall give the Corporation a bond, if required by
the Board of Directors, in such sum and in form and with security
satisfactory to the Board for the faithful performance of the
duties of his office and restoration to the Corporation, in case
of his death, resignation or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in
his, or her, possession belonging to the Corporation. He, or
she, shall perform such other duties as the Board of Directors
may from time to time prescribe or require.
DUTIES OF OFFICERS MAY BE DELEGATED
In case of the absence or disability of any officer of the
Corporation or for any other reason deemed sufficient by a
majority of the Board, the Board of Directors may delegate his,
or her, powers or duties to any officer of to any director for
the time being.
.TX6 *** BYLAWS - STOCK CERTIFICATES & TRANSFER BOOKS CLOSING ***
CERTIFICATES OF STOCK
Certificates of Stock shall be signed by the President or a
Vice-President and either the Secretary or an Assistant Secretary
of the Company. If a certificate of stock be lost or destroyed,
another may be issued in its stead upon proof of such loss or
destruction and the giving of a satisfactory bond of indemnity,
in any amount sufficient to indemnify the Corporation against any
claim. A new certificate may be issued without requiring bond
when, in the judgment of the directors, it is proper to do so.
CLOSING OF TRANSFER BOOKS
The Board of Directors shall have power to close the stock
transfer books of the Corporation for a period not exceeding
thirty (30) days preceding the date of any stockholders' meeting,
or preceding the date for payment of any dividend, or preceding
the date for the allotment of rights, or preceding the date when
any change or conversion or exchange of capital stock shall go
into effect, or for a period of not exceeding thirty (30) days in
connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix in
advance a date, not exceeding thirty (30) days preceding any of
the aforesaid dates as a record date for the determination of the
stockholders entitled to notice of, and to vote at such meeting
and any adjournment thereof, or entitled to receive payment of
any such dividend or to any such allotment of rights or to
exercise the rights in respect of any such change, conversion or
exchange of capital stock or to give such consent, and in such
case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at such meeting and any adjournment
thereof, or to receive payment of such dividend or to receive
such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after any such record
date fixed as aforesaid.
TRANSFER OF STOCK
All transfers of stock of the Corporation shall be made upon
its books by the holder of the shares in person or by his
lawfully constituted agent or representative, upon surrender of
certificates of stock for cancellation.
STOCKHOLDERS
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the
State of {INC_STATE}.
.TX7 *** BYLAWS - FISCAL YEAR, DIVIDENDS, CHECKS ETC. ***********
FISCAL YEAR
The fiscal year of the Corporation shall be the calendar
year unless otherwise fixed by the Board of Directors.
DIVIDENDS
Dividends on the capital stock may be declared by the Board
of Directors at any regular or special meeting and may be paid in
cash or in property or in shares of the capital stock of the
Company. Before paying any dividend or making any distribution
of profits, the directors may set apart out of any of the funds
of the Corporation available for dividends a reserve or reserves
for any proper purpose and may alter or abolish any such reserve
or reserves.
CHECKS FOR MONEY
All checks, drafts or orders for the payment of money may be
signed by any one of the following officers, however, no check
shall be signed in blank.
{CHECK_SIGNERS}
.TX8 *** BYLAWS - BOOKS & RECORDS, NOTICES, BYLAW AMENDMENTS ****
BOOKS AND RECORDS
The books, accounts and records of the Corporation shall be
kept at the principal office of the Corporation unless otherwise
directed by resolution of the Board of Directors.
NOTICES
Notice required to be given under the provisions of these
by-laws to any director, officer or stockholder shall not be
construed to mean personal notice, but may be given in writing by
depositing the same in a post office or letter-box in a postpaid
sealed wrapper addressed to such stockholder, officer or director
at such address as appears on the books of the Corporation, and
such notice shall be deemed to be given at the time when the same
shall be thus mailed. Any stockholder, officer or director may
waive in writing any notice required to be given under the by-
laws, whether before or after the time stated therein.
AMENDMENT OF BY-LAWS
These by-laws may be amended, altered, repealed or added to
at any regular meeting of the stockholders or Board of Directors
or at any special meeting called for that purpose, by affirmative
vote of a majority of the stock issued and outstanding and
entitled to vote or of a majority of the whole authorized number
of directors, as the case may be.
.TX9 *** CERTIFICATION OF BYLAW ADOPTION BY CORPORATE SECRETARY *
CERTIFICATION
I certify that the foregoing by-laws were adopted at the
organizational meeting of the stockholders held on {BYLAW_DATE}.
________________________________________
{SECRETARY_NAME},
Secretary
.END ******************* END OF CORPN04 TEXT ********************