Corporate Bylaws Template (For S-Corp/C-Corp)

CORPORATE BYLAWS TEMPLATE

THIS DOCUMENT sets forth the Bylaws of [Corporation Name], a corporation organized under the laws of the State of [State of Incorporation] (the "Corporation").

ARTICLE I – OFFICES

1. Principal Office
   The principal office of the Corporation shall be located at [Principal Office Address], or at such other place as the Board of Directors may determine.

2. Other Offices
   The Corporation may have such other offices as the Board of Directors may designate or as the business of the Corporation may require.

ARTICLE II – SHAREHOLDERS

1. Annual Meeting
   The annual meeting of shareholders shall be held on [Date or Time Period] at [Location], or at such other time and place as the Board of Directors may determine, for the purpose of electing directors and transacting other business.

2. Special Meetings
   Special meetings of the shareholders may be called by the President, the Board of Directors, or shareholders holding not less than [Percentage]% of the voting power.

3. Notice of Meetings
   Written notice stating the place, date, and hour of the meeting shall be delivered not less than [Notice Period Days] days nor more than [Maximum Notice Days] days before the date of the meeting.

4. Quorum
   A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

5. Voting
   Each outstanding share is entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

6. Proxies
   A shareholder may vote in person or by proxy executed in writing by the shareholder or by their duly authorized attorney-in-fact.

ARTICLE III – BOARD OF DIRECTORS

1. General Powers
   The business and affairs of the Corporation shall be managed by its Board of Directors.

2. Number, Tenure, and Qualifications
   The number of directors shall be [Number of Directors]. Each director shall hold office until the next annual meeting of shareholders and until their successor is elected and qualified.

3. Regular Meetings
   Regular meetings of the Board of Directors shall be held at such times and places as determined by the Board.

4. Special Meetings
   Special meetings may be called by the President or any [Number or Percentage] of directors.

5. Notice
   Notice of any meeting of the Board of Directors shall be given at least [Notice Period Days] days prior to the meeting.

6. Quorum and Voting
   A majority of the number of directors shall constitute a quorum. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

7. Vacancies
   Any vacancy occurring in the Board of Directors may be filled by the remaining directors. A director elected to fill a vacancy shall serve for the unexpired term of their predecessor.

8. Compensation
   Directors may receive compensation for their services as determined by resolution of the Board.

ARTICLE IV – OFFICERS

1. Officers
   The officers of the Corporation shall be a President, one or more Vice Presidents (the number to be determined by the Board), a Secretary, a Treasurer, and such other officers as may be elected by the Board.

2. Election and Term of Office
   The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting following the annual meeting of shareholders.

3. Removal
   Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

4. Vacancies
   A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

5. Duties of Officers

   • President: Shall be the principal executive officer and shall supervise and control all of the business and affairs of the Corporation.
   • Vice President(s): Shall perform the duties of the President in their absence and other duties as assigned.
   • Secretary: Shall keep the minutes of meetings, see that notices are given, and maintain the corporate records.
   • Treasurer: Shall have charge and custody of and be responsible for all funds and securities of the Corporation.

ARTICLE V – COMMITTEES

1. Committees of Directors
   The Board of Directors may create one or more committees, each consisting of one or more directors, to perform such duties and exercise such powers as the Board may delegate.

ARTICLE VI – SHARES AND TRANSFERS

1. Certificates for Shares
   Certificates representing shares of the Corporation shall be issued in accordance with applicable law and shall be signed by the President or Vice President and by the Secretary or Assistant Secretary.

2. Transfer of Shares
   Shares may be transferred on the books of the Corporation in accordance with procedures established by the Board of Directors.

ARTICLE VII – INDEMNIFICATION

1. Indemnification
   The Corporation shall indemnify its directors and officers to the fullest extent permitted by the laws of the State of [State of Incorporation].

ARTICLE VIII – FISCAL YEAR

1. Fiscal Year
   The fiscal year of the Corporation shall end on the [Day] of [Month] each year.

ARTICLE IX – AMENDMENTS

1. Amendments
   These Bylaws may be altered, amended, or repealed and new bylaws adopted by a majority of either the Board of Directors or the shareholders, as permitted by law.

ARTICLE X – MISCELLANEOUS

1. Corporate Seal
   The Corporation may have a corporate seal in such form as the Board of Directors may determine.

2. Records
   The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board of Directors.

Disclaimer

This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before adopting these bylaws.

CERTIFICATION

IN WITNESS WHEREOF, the undersigned, being the duly elected Secretary of the Corporation, certifies that the foregoing Bylaws were adopted by the Board of Directors of the Corporation on [Date of Adoption].

[Secretary Name]
Secretary

Date: [Date]