The World of Computer Software/The World of Computer Software.iso/pcfrm621.zip/CORPN04.LEX

Text File | 1991-08-12 | 20KB | 435 lines

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.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 ********************