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CA -PC -BL SAMPLE BY-LAWS CALIFORNIA PROFESSIONAL CORPORATION NOTE: In the Organizational Minutes, the By-Laws, and the Annual Minutes, all provisions regarding shareholders, officers, and directors provide the each shareholder, each officer, and each director, notwithstanding statutory provisions which allow differently (See Introduction), must be licensed to practice the subject profession in California. Fill in your profession in the blanks provided, and make any other changes appropriate to your situation. Instructions Name of Corporation Name of Corporation Provide address of principal office and registered office. These can be the same address. Name any date you desire for annual meeting. Year of first meeting after organization meeting. By-Laws BY -LAWS OF ARTICLE I. NAME AND LOCATION SECTION 1. The name of this corporation shall be SECTION 2. The Principal office of the corporation in the State of California shall be , CA, and its initial registered office in the State of California shall be , California. The corporation may have such other offices, either within or without the State of California as the Board of Directors may designate or as the business of the corporation ma y require from time to time. ARTICLE II. SHAREHOLDERS SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the in each year, beginning with the year at the time designated by the Board of Directors, for the purpose of electing Directors and for the transaction of s uch other business as may come before the meeting. If the day fixed for t he annual meeting shall be a legal holiday in the State of California, suc h meeting shall be held on the next succeeding business day. If the election of Directors s hall not be held on the day designated herein for any annual meeting of the shareholders , or at any adjournment thereof, the Board of Directors shall cause the electi on to be held at a special meeting of the shareholders as soon thereafter as convenient. SECTION 2. Special Meeting. Special meetings of the shareholders , for any purpose or purposes, unless otherwise prescribed by statute, may be called by resolution of the Board of Directors or by the President at the request of t he holders of not less than a majority of all the outstanding shares of the corporation entitled to vote on any issue proposed to be considered at the meeting, prov ided said shareholders sign, date and deliver to the corporate secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Only business within the purpose or purposes described in the m eeting notice required by Article II, Section 5 of these By-Laws may be conduc ted at a special shareholders meeting. In addition, such meeting may be held at any time without call or notice upon unanimous consent of shareholders. SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of California unless otherwise prescribed by statute as the place of meeting for any annual meeti ng or for any special meeting of shareholders. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of California, unless otherwise prescribed by statute, as the pla ce for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of California. SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personall y or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to v ote at such meeting. If mailed, such notice shall be deemed to be delivered when depos ited in the United States mail, addressed to the shareholder at his addres s as it appears on the stock transfer books of the corporation, with postage thereon prepaid. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called. SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at a ny meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of s hare- holders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated pe riod but not to exceed, in any case, seventy (70) days. If the stock transfer books sha ll be closed for the purpose of determining shareholders entitled to notice of or to v ote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stoc k transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than seve nty (70) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notic e of or to vote at a meeting of shareholders, or shareholders entitled to receive pay ment of a dividend, the date on which notice of the meeting is mailed or the date on which resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholde rs has been made as provided in this section, such determination shall apply to any adjournment thereof. SECTION 6. Shareholders' List. After fixing a record date, the officer or agent having charge of the share ledger of the corporation shall prepare an alphabetical list of all persons entitled to notice and to represent s hares at such meeting, or any adjournment thereof, and said list shall be arranged by vot ing group and shall show the address of and the number of shares held by each shareholder or representative. The shareholders' list shall be availabl e for inspection and copying during usual business hours by any shareholder beginning two (2) business days after notice of the meeting is given for which t he list was prepared and continuing through the meeting, at the corporation's principal off ice or at a place identified in the meeting notice. Such list shall be available during the meeting and any shareholder, his agent or attorney is entitled to ins pect the list at any time during the meeting or any adjournment thereof. The ori ginal stock transfer book shall be prime facia evidence as to who are the shareholders entitled to examine such list or transfer book or to vote at any meeting of shareholders. SECTION 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the shares are represented at a meeting, a majority of the shares so represented may adjourn the meet ing from time to time without further notice. At such adjourned meetin g in which a quorum shall be present or represented, any business may be transact ed which might have been transacted at the meeting as originally notifi ed. The share - holders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. SECTION 8. Proxies. Proxies shall not be allowed except when held by another shareholder of the corporation. SECTION 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. The affirmative vote of a majority of the outstanding shares represented at a shareholders' meeting at which a quorum is present shall be the act of the shareholders of the corporation. SECTION 10. Voting of Share by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as t he By -Laws of such corporation may preserve, or, in the absence of such provision, as the Board of Directors of such corporation may determine. SECTION 11. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a m eeting of the shareholders, or any other action which may be taken at a meeting of the shareholde rs, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respe ct to the subject matter thereof. SECTION 12. Cumulative Voting. Unless otherwise provided by law, at each election for Directors every shareholder entitled to vote, in person o r by proxy, shall have the right to vote at such election the number of shares owned by him for as many persons as there are Directors to be elected and for whose election he has a right to vote, or to cumulate his votes by givi ng one candidate as many votes as the number of such Directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of candidates. ARTICLE III. BOARD OF DIRECTORS SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors except as otherwise herein provided. SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be ( ). Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors may be re-elected. Eac h Director shall be licensed to practice in the State of Calif ornia and shall be a shareholder of the corporation. SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law imme diately after, and at the same place as the annual meeting of shareholders. The Board of Directors may also provide, by resolution, the time and place for the holdi ng of additional regular meetings without other notice than such resolution. SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or a ny Director. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Di rectors called by them. SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by notice personally given or mailed to e ach Director at his business address, or by telegram. If mailed, such not ice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, suc h notice shall be deemed to be delivered when the telegram is delivered to the telegra ph company. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, exce pt where a Name corporate offices. Must have a President, secretary and Treasurer. If there is one shareholder, the sole shareholder shall be the President and Treasurer. If there are two shareholders, then they Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or conve ned, and does not thereafter vote for or assent to action taken at the meeting. SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transa ction of business at any meeting of the Board of Directors, but if less than a m ajority is present at a meeting, a majority of the Directors present may adj ourn the meeting from time to time without further notice. SECTION 7. Manner of Acting. The act of the majority of the Di rectors present at a meeting at which a quorum is present shall be the act or the Board of Directors. SECTION 8. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each m eeting of the Board of Directors or a stated salary as Director. No such paym ent shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. SECTION 9. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any c orporate matter is taken shall be presumed to have assented to the acti on taken unless his dissent shall be entered in the minutes of the meeting or unless he sha ll file his written dissent to such action with the person acting as Secreta ry of the meeting before the adjournment thereof or shall forward such dissent by registered m ail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. SECTION 10. Informal Action by Board of Directors. Unless otherwise provided by law, any action required to be taken at a meeting of the Directors, or any other action which may be taken at a meeting of the Directors, m ay be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by each director, and included in the minutes or filed with the c orp orate records reflecting the action taken. ARTICLE IV. OFFICERS SECTION 1. Number. The officers of the corporation shall be a [President, Chief Financial officer and a Secret ary-Treasurer], each of whom shall be elected by the Board of Directors. Such other office rs and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Each officer shall be licensed to practice in the State of California and shall be a shareholder of the corporation. must collectively fill all offices . SECTION 2. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held afte r each annual meeting of the shareholders. If the election of officers shall not be hel d at such meeting, such election shall be held as soon thereafter as convenie ntly may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until he shall resign or shall have been rem oved in the manner hereinafter provided. The initial officers may be elected a t the first meeting of the Board of Directors. SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment, the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. SECTION 4. Vacancies. A vacancy in any office because of deat h, resignation, removal, disqualification or otherwise, may be filed by the Board of Directors for the unexpired portion of the term. SECTION 5. President. The President shall be the principal executiv e officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the sharehol ders and of the Board of Directors. He may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed except in cases whe re the signing and execution thereof shall be expressly delegated by the Board o f Directors, or by these By-Laws, to some other officer or agent of the corporat ion, or shall be required by law to be otherwise signed or executed; and in g eneral shall perform all duties incident to the office of President and such other dut ies as may be prescribed by the Board of Directors from time to time. SECTION 6. Vice-President. The Board of Directors may determine when there is a need for a Vice-President or Vice-Presidents. In the absence of the President or in event of his death, unavailability of or refusal to act, a Vice - President shall perform the duties of the President, and when so acting , shall have all the powers of and be subject to all the restrictions upon the P resident. A Vice- President shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors. SECTION 7. Secretary-Treasurer. The Secretary-Treasurer shall: (a) keep the minutes of the shareholders and of the Board of Directors meetings in one or more books provided for the purpose; (b) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is a ffixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (c) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secret ary by such shareholder; (e) have general charge of the stock transfer books of the corporation; (f) have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for monies due a nd payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in acco rdance with the provisions of Article V of these By-Laws; and (g) in general perform all of the duties incident to the Office of Secretary- Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Direct ors, the Secretary-Treasurer shall give a bond for the faithful discharge of his duties in such sum with such surety or sureties as the Board of Directors shall determine. SECTION 8. Salaries. The salaries, compensation and other benefi ts, if any, of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of t he fact that he is also a Director of the corporation. ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deli ver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unles s authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued i n the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be dete rmined by resolution of the Board of Directors. SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of th e corporation in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER SECTION 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so t o do. All certificates for shares shall be consecutively numbered or othe rwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issuance, shall be entere d on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated cert ifi cate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe. SECTION 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorne y duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate of such shares, and also, any transfer i s subject to the limitations set forth in the Articles of Incorporation, reference to whic h is hereby made. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. ARTICLE VII. FISCAL YEAR The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year. ARTICLE VIII. DIVIDENDS The Board of Directors may from time to time declare, and the corporat ion may pay dividends on its outstanding shares in the manner and upon the term s and conditions provided by law and its Articles of Incorporation. ARTICLE IX. SEAL The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporati on and the state of incorporation and the words "Corporate Seal." ARTICLE X. WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, a wai ver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the g iving of such notice. ARTICLE XI. AMENDMENTS These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority vote of the Board of Directors at any annual Boa rd of Directors meeting or at any special Board of Directors meeting whe n the proposed amendment has been set out in the notice of such meeting. These By- Laws may also be altered, amended or repealed by a majority vote of the share - holders notwithstanding that these By-Laws may also be amended or repe aled by the Board of Directors. ARTICLE XII. OTHER PROVISIONS 1. All Directors, officers, and shareholders of the corporation shall be license d to practice in the State of California. 2. Shares of stock in may be issued only to a person who is licensed to prac tice . 3. No shareholder may enter into a voting trust, proxy, or any other arrangement vesting another person (other than another person who is a shareholder of the corporation) with the authority to exercise the voting power of any or a ll of his or her shares. 4. Shares may be transferred only to a person who is licensed to practice , to a shareholder of the corporation, or to the corporation itself. 5. The corporation, a shareholder, or another person licensed to practice shall acquire all of the shares of a shareholder who is disqualif ied from practicing within the time prescribed by statute or by the Board of California, or, if no time is so prescribed, then within a reasonable time. 6. The corporation, a shareholder, or another person licensed to practice shall acquire all of the shares of a deceased shareholder within the time prescribed by statute or by the Board of California, or, if no time is so prescribed, then within a reasonable time. 7. The corporation shall at all times comply with any liability insura nce requirements established by the Board of California. 8. The corporation shall at all times be in compliance with the laws of the State of California, including the California Corporations Code and the California Business and Professions Code, as well as in compliance with the rules and regulations of the Board of California. 9. The corporation may not do or fail to do any act the doing of which or the failure to do which would constitute unprofessional conduct under any statute, rule or regulation now or hereafter in effect. END BYLAWS