CORPORATION RECORD
MAINTENANCE PACKET
Forms included:
Form
Number Form Title Comments:
1 Organizational Minutes Minutes for Initial Meeting of
Shareholders and Directors
2 By-Laws By-Laws to adopt at initial
meeting
3 Annual Minutes of Joint Meeting of
Shareholders and Directors Adopt these yearly
4 Notice of Special Meeting of Directors
5 Notice of Annual Meeting of Directors
6 Notice of Special Meeting of Shareholders
7 Notice of Annual Meeting of Shareholders
8 Blank Resolution form for Shareholders
9 Blank Resolution form for Directors
10 Blank Resolution form for Joint Action of
Shareholders and Directors
11 Waiver of Notice of Meeting by Directors
12 Waiver of Notice of Meeting by
Shareholders
13 Resignation of Incorporator
14 Resignation of Director
15 Resignation of Officer
Stock Transfer Ledger
Stock Certificate
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fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and
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Instructions
Name of Corporation
Name of Corporation
State of Incorporation
Name and
Address of
Directors. Must
have at least one. Form 1: Minutes for Organizational Meeting
MINUTES OF JOINT ORGANIZATIONAL ACTIONS TAKEN
BY THE
INCORPORATORS, SHAREHOLDERS AND BOARD OF
DIRECTORS OF
_____________________________________
A Connecticut Corporation
These Minutes describe certain joint organizational actions
taken by the Incorporators, Shareholders and the Board of
Directors of _________________________________________, a
Connecticut business corporation, at an organizational meeting
thereof and pursuant to laws of the State of Connecticut relating
to Corporations.
The Incorporators, Shareholders and Directors
acknowledge that it is necessary or desirable to take various
organizational actions in connection with the incorporation of
corporation. Therefore, the undersigned Incorporators,
Shareholders and Directors, being all of the Shareholders
entitled to vote on these matters, all the Incorporators and all of
the members of the Board of Directors of the corporation, do
hereby waive (i) notice of the time, place and purpose of, (ii) call
of, and (iii) the necessity of organi za tional, Shareholders' and
Board of Directors' meetings thereof and unanimously and
severally and collectively adopt the following Acts and
Resolutions as being the joint organizational actions of the
Incorporators, Shareholders and Board of Directors, as if in a
meeting duly assembled:
Election of Directors:
RESOLVED, that each of the following persons are hereby
elected to serve as a member of the Board of Directors of
the Corporation, and to hold said position until the next
annual meeting of the Board of Directors or until the
earlier of their resignation or removal, or until their
respective successors shall be duly elected and qualifed:
Name Address
________________________ ________________________
________________________
________________________
________________________
______________________
________________________
________________________
________________________
State Name
If the incorporator is
not a director or
shareholder,
resignation is usually
made.
Provide date
articles fled
State of
Incorporation
Name Officers ________________________
_______________________ ________________________
________________________
________________________
________________________
Approval of Actions by Incorporator:
RESOLVED, that the fling of the Articles or Certifcate of
Incorporation with the appropriate government ofce of
the State of Connecticut and thereby incorporated the
Corporation, be and they are hereby accepted, ratifed and
approved.
Resignation of Incorporator :
RESOLVED, that the resignation of _______________, as
incorporator of ______________________________ is hereby
accepted and the Secretary is directed to make the
original part of the ofcial minutes of the Corporation.
Approval of Articles of Incorporation :
RESOLVED, that the Articles or Certifcate of Incorporation
of the Corpora tion, which have been presented to and
reviewed by each director of the Corporation, are hereby
approved, duplicate originals of such Articles of
Incorporation having been fled on ______________________,
with the appropriate State agency of the State of
Connecticut and a copy of the Articles or Certifcate of
Incor poration are hereby directed to be inserted in the
minute book of the Corporation.
Approval of By-Laws :
RESOLVED, that the by-laws of the Corporation for the
regu la tion of the business and afairs of the Corpora tion,
which have been presented to and reviewed by each
director of the Corporation, are hereby adopted and
approved as the by-laws of the Corporation, and a copy of
such by-laws is hereby directed to be inserted in the
minute book of the Corpora tion and is incorporated by
reference herein.
Election of Ofcers :
RESOLVED, that each of the following persons are hereby
elected.
Par Value can be
zero or a dollar
amount. elected to serve as an ofcer of the Corporation, to hold
the ofce or ofces set forth opposite their respective
names until the frst annual meeting of the Board of
Directors, until their earlier resignation or removal, or until
their successors are duly elected and qualifed:
Ofce Name
President ___________________________
Vice-President ___________________________
Secretary-Treasurer ___________________________
Payment of Incorporation Expenses :
RESOLVED, that the Secretary of the Corporation is hereby
authorized and directed to pay all fees and expenses inci -
dent to and necessary for the incorpora tion and organi za -
tion of the Corporation and that the ofcers of the Cor -
poration are hereby authorized and directed to take and
per form any and all other actions and to sign any and all
docu ments necessary or inci dental to the completion of
the organ iza tion of the Corporation.
Adoption of Corporate Seal :
RESOLVED, that the seal containing the name of the
Corpora tion, an impression of which is afxed in the
margin of this consent, is hereby adopted as the corporate
seal of the Corporation.
Adoption of Fiscal Year :
RESOLVED, that the fscal year of the Corporation shall
begin on January 1st and end on December 31st of each
year.
Adoption of Form of Common Stock Certifcate :
RESOLVED, that the form of stock certifcate to evidence
shares of common stock of the Corporation, which has
been presented to and reviewed by each director of the
Corpora tion, is hereby adopted as the form of stock
certifcate for the shares of common stock of the
Corporation, a specimen thereof being attached hereto
and incorporated by reference herein.
Provide Par value
or state no-par
value if no par
value is used.
Name
Shareholders,
number of shares
owned and
consideration
paid. Pay at least
par value of 1.00.
All shares
authorized in the
Articles need not
be issued at this
time.
Name of
Corporation
Name of
Corporation Establishment of Par Value of Stock :
RESOLVED, that the par value per share of the common
stock of the Corporation be, and the same is, hereby
established at [One and 00/100 Dollar ($1.00)].
Issuance of Common Stock :
RESOLVED, that in consideration of the payment, in cash,
to or on behalf of, the Corporation of the amount of money
specifed below opposite her name, the sufciency of
which is hereby expressly acknowledged, the President
and Secretary of the Corporation are hereby authorized
and directed, upon receipt by, or by others on behalf of,
the Corporation of such amount of money from the person
specifed below, to issue to such person a certifcate or
certifcates representing the ownership by them of the
number of shares of fully paid and non-assessable shares
of [One and 00/100 Dollar ($1.00)] par value per share
common stock of the Corporation as is also set forth below
opposite his name:
Name Shares
Consideration
_____________________ ______ ______________
_____________________ ______ ______________
_____________________ ______ ______________
Election of "S Corporation" Status :
WHEREAS, the directors and stockholders of the Corpora -
tion have been advised of the advantages to the stock -
holders of the Corporation if the Corporation elects to be
taxed as an "S Corporation" pursuant to Sections 1361
through 1379 of the Internal Revenue Code of 1986, as
amended;
THEREFORE, BE IT RESOLVED, that the Corporation does
hereby elect to be taxed as an "S Corporation" pursuant to
Sections 1361 through 1379 of the Internal Revenue Code
of 1986, as amended, for the current and succeeding tax
years of the Cor poration;
BE IT RESOLVED FURTHER, that such election be made and
fled by the Corporation, together with the consents of its
stock holders, within the time period specifed and
Name corporate
bank
City and State
Name one or
more persons to
sign checks. If
two signatures
are required on
all checks change
“or” to “and”. permitted by statute, and the ofcers of the Corpora tion
are hereby authorized and directed, for and on behalf of
the Corpora tion, to execute and fle such election with the
Internal Revenue Service and to take such other actions as
may be necessary to efect such election for the current
fscal year of the Corporation.
Election to Classify Stock as "§ 1244 Stock":
WHEREAS, ________________________ is a "small business
corporation" as defned in the Internal Revenue Code and
the regulations issued thereunder; and
WHEREAS, the Directors desire to qualify the Corpora tion's
stock as Section 1244 stock;
IT IS, THEREFORE, RESOLVED, that _______________________
hereby adopts a plan to have its stock classifed as Section
1244 stock and ofered for sale as such;
RESOLVED FURTHER, that the maximum amount to be
received by this Corporation in consideration for its stock
to be issued pursuant to this plan shall not exceed One
Million and no/100 Dollars ($1,000,000.00).
RESOLVED FURTHER, that the stock issued pursuant to this
plan shall be issued only for money and other property,
but excluding other stock or securities; and
RESOLVED FURTHER, that the ofcers of this Corporation
shall take such action as is necessary to carry this plan
into efect and especially to keep such records as are
required by the Internal Revenue Service.
Authorization for Opening Bank Account :
RESOLVED, that ____________________, ______________,
______________, shall be the depository in which the funds
of the Corpora tion shall be deposited.
BE IT RESOLVED FURTHER, that the appropriate ofcers of
the Corporation shall be, and hereby are, authorized to
open a bank account or accounts at said bank in the name
of, and on behalf of, the Corporation, for the deposit of
funds belong ing to the Corporation.
BE IT RESOLVED FURTHER, that all checks drawn on such
bank account or accounts shall be signed by
_______________________ or ________________________.
BE IT RESOLVED FURTHER, that the Board of Directors
Name of
Corporation
Date of meeting
or efective date
Name and
Signature of
Incorporator,
Directors and
shareholders. Add
blanks if
necessary hereby adopts the form resolution of said bank (as
completed) which appears in the form which is attached
hereto and incorpor ated by reference herein, and the
appropriate ofcers of the Corporation are hereby
authorized to certify such form resolution of said bank as
having been adopted by this Corporation and to furnish
copies of this resolution to the said bank upon its request.
Borrowing :
RESOLVED, that only the duly elected ofcers of the
Corpor a tion, acting either singularly or jointly as directed
from time to time by resolution of the directors, be
authorized to borrow money for, on behalf of, and in the
name of the Corporation, but only pursuant to specifc
authorization by resolution of the Board of Directors as
may from time to time be adopted.
Business Operations :
RESOLVED, that the President of the Corporation is hereby
authorized and directed to hire and employ such
supervisors, mechanics laborers, helpers, ofce personnel
and other workers as she deems necessary for the
efective operation of the Corporation's business; and
RESOLVED FURTHER, that the President of the Corporation
is hereby authorized to pay all employees and workers of
the Corporation such salary, wage and other compensation
as she shall deem appropriate from time to time; and
RESOLVED FURTHER, that the President of the Corporation
shall have full power and authority to conduct all aspects
of day-to-day operations of the Corporation's business as
she deems justifed and appropriate.
Filing of Consent :
RESOLVED, that the Secretary of the Corporation is hereby
directed to make the original of this consent part of the
ofcial minutes of the Corporation to be fled in the minute
book of the Corporation.
THE UNDERSIGNED INCORPORATORS, SHAREHOLDERS
AND DIRECTORS, BEING ALL THE SHAREHOLDERS ENTITLED TO
VOTE ON THE MATTERS DESCRIBED ABOVE, ALL
INCORPORATORS AND THE ENTIRE MEMBERSHIP OF THE BOARD
OF DIRECTORS OF _____________________________ DO HEREBY
Signature of
Secretary or
Secretary of
Corporation CONSENT TO THE FOREGOING RESOLUTIONS AS BEING THE
JOINT ORGANIZA TIONAL ACTIONS OF THE INCORPORATORS,
SHARE HOLDERS AND DIRECTORS OF SUCH CORPORATION TO BE
EFFECTIVE AS OF _____________________________.
_________________________________
___________________, Incorporator
_________________________________
_________________________________
Shareholder and Director
_________________________________
_________________________________
Shareholder and Director
_________________________________
_________________________________
Shareholder
ATTEST:
______________________________
_____________________, Secretary
Instructions
Name of
Corporation
Name of
Corporation
Provide address of
principal office and
registered office.
These can be the
same address.
State of
Incorporation
Name any date you
desire for annual
meeting.
Year of frst
meeting after
organization
meeting.
State of
Incorporation Form 2: By-Laws
BY-LAWS
OF
_____________________________
ARTICLE I. NAME AND LOCATION
SECTION 1. The name of this corporation shall be
___________________________
SECTION 2. The Principal ofce of the cor poration in the
State of Connecticut shall be ___________________________,
Connecticut, _______________________ and its initial registered
ofce in the State of Connecticut shall be
___________________________, Connecticut . The corpora tion may
have such other ofces, either within or without the State of
Connecticut as the Board of Directors may designate or as the
business of the corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. Annual Meeting . The annual meeting of the
share holders shall be held on the second Tuesday of the month of
December 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 such other business
as may come before the meeting. If the day fxed for the annual
meeting shall be a legal holiday in the State of Connecticut, such
meeting shall be held on the next succeeding busi ness day. If
the election of Directors shall not be held on the day desig nated
herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders as
soon thereafter as convenient.
SECTION 2. Special Meeting . Special meetings of the
share holders, 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 the holders of not
less than a majority of all the outstanding shares of the
corporation entitled to vote on any issue proposed to be con -
sidered at the meeting, provided 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
State of
Incorporation
State of
Incorporation
State of
Incorporation to be held. Only business within the purpose or purposes
described in the meeting notice required by Article II, Section 5 of
these By-Laws may be conducted 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
Connecticut unless otherwise prescribed by statute as the place
of meeting for any annual meeting 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 Connecticut, unless otherwise
prescribed by statute, as the place 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 ofce
of the corporation in the State of Connecticut.
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 personally or by mail, by or at the
direction of the President, or the Secretary, or the ofcer or
persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at his address 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 any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment
of any dividend, or in order to make a determination of share -
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 period but not to exceed, in any case,
seventy (70) days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or
to vote 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 stock transfer books, the Board of Directors
may fx in advance a date as the record date for any
determination of shareholders, such date in any case to be not
more than seventy (70) days and, in case of a meeting of share -
holders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of share holders, is
to be taken. If the stock transfer books are not closed and no
record date is fxed for the determination of share holders entitled
to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment 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 determina tion of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determi nation shall
apply to any adjournment thereof.
SECTION 6. Shareholders' List . After fxing a record date,
the ofcer or agent having charge of the share ledger of the cor -
poration shall prepare an alphabetical list of all persons entitled
to notice and to represent shares 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 share holders'
list shall be available 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 the list was
pre pared and continuing through the meeting, at the cor -
poration's principal ofce or at a place identifed in the meet ing
notice. Such list shall be available during the meeting and any
share holder, his agent or attorney is entitled to inspect the list at
any time during the meeting or any adjournment thereof. The
ori ginal stock transfer book shall be prima facia evidence as to
who are the shareholders entitled to examine such list or trans fer
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 meet ing, a
majority of the shares so represented may adjourn the meet ing
from time to time without further notice. At such adjourned
meeting in which a quorum shall be present or repre sented, any
business may be transacted which might have been transacted at
the meeting as originally notifed. The share holders present at a
duly organized meeting may continue to transact business until
adjournment, notwithstanding the with drawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies . At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the share -
holder or by his duly authorized attorney-in-fact. Such proxy
shall be fled with the Secretary of the corporation before or at
the time of the meeting.
Provide number of
directors
. 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 afrmative 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 ofcer, agent or proxy as the By-Laws of such corporation
may preserve, or, in the absence of such provision, as the Board
of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or con -
servatory may be voted by him either in person or by proxy, with -
out a transfer of such shares into his name. Shares standing in
the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
there of into his name if authority so to do be contained in appro -
priate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been trans ferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held
by it in a fduciary capacity shall not be voted, directly or
indirectly, at any meeting, and shall not be counted in deter -
mining the total number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders . Unless
other wise provided by law, any action required to be taken at a
meet ing of the shareholders, or any other action which may be
taken at a meeting of the shareholders, 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
respect 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 or by proxy, shall have the right to
vote at such election the number of shares owned by him for as
many per sons as there are Directors to be elected and for whose
election he has a right to vote, or to cumulate his votes by giving
one candidate as many votes as the number of such Directors
multi plied 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 afairs of
the corporation shall be managed by its Board of Directors except
as otherwise herein provided.
SECTION 2. Number, Tenure and Qualifcations . The
number of Directors of the corporation shall be __________ (__).
Each Director shall hold ofce until the next annual meeting of
shareholders and until his successor shall have been elected and
qualifed. Directors may be re-elected. The Directors need not
be a resi dent of this state or a shareholder.
SECTION 3. Regular Meetings . A regular meeting of the
Board of Directors shall be held without other notice than this By-
Law immediately after, and at the same place as the annual
meeting of shareholders. The Board of Directors may also pro -
vide, by resolution, the time and place for the holding of addi -
tional regular meetings without other notice than such resolu tion.
SECTION 4. Special Meetings . Special meetings of the
Board of Directors may be called by or at the request of the
President or any Director. The person or persons authorized to
call spe cial meetings of the Board of Directors may fx the place
for holding any special meeting of the Board of Directors called
by them.
SECTION 5. Notice . Notice of any special meeting shall be
given at least fve (5) days previously thereto by notice person -
ally given or mailed to each Director at his business address, or
by telegram. If mailed, such notice shall be deemed to be deli -
vered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is
deli vered to the telegraph company. Any Director may waive
notice of any meeting. The attendance of a Director at a meeting
shall con stitute a waiver of notice of such meeting, except where
a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened, and does not thereafter vote for or
assent to action taken at the meeting.
SECTION 6. Quorum . A majority of the number of Directors
fxed by Section 2 of this Article III shall constitute a quorum for
the transaction of business at any meeting of the Board of
Directors, but if less than a majority is present at a meeting, a
Name corporate
offices of the
corporation, such
as President, Vice-
President and
Secretary/Treasurer
. Information in [ ]
is example. majority of the Directors present may adjourn the meeting from
time to time without further notice.
SECTION 7. Manner of Acting . The act of the majority of
the Directors 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 fxed sum for attendance at each meeting of the Board of
Directors or a stated salary as Director. No such payment 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 cor -
por a tion who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be pre sumed
to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall fle his
written dissent to such action with the person acting as Secre tary
of the meeting before the adjournment thereof or shall for ward
such dissent by registered mail to the Secretary of the cor -
poration 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, may 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 fled with
the corporate records refecting the action taken.
ARTICLE IV. OFFICERS
SECTION 1. Number . The ofcers of the corporation shall
be a _______________________ [President, one or more Vice-
Presidents and a Secretary-Treasurer], each of whom shall be
elected by the Board of Directors. Such other ofcers and
assistant ofcers as may be deemed necessary may be elected or
appointed by the Board of Directors.
SECTION 2. Election and Term of Ofce . The ofcers of the
corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the frst meeting of
the Board of Directors held after each annual meeting of the
shareholders. If the election of ofcers shall not be held at such
meeting, such election shall be held as soon thereafter as
conveniently may be. Each ofcer shall hold ofce until his
successor shall have been duly elected and shall have qualifed
or until he shall resign or shall have been removed in the manner
hereinafter provided. The initial ofcers may be elected at the
frst meeting of the Board of Directors.
SECTION 3. Removal . Any ofcer 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 ofce because of
death, resignation, removal, disqualifcation or otherwise, may be
fled by the Board of Directors for the unexpired portion of the
term.
SECTION 5. President . The President shall be the principal
executive ofcer of the corporation and, subject to the control of
the Board of Directors, shall in general supervise and control all
of the business and afairs of the corporation. He shall, when
present, preside at all meetings of the shareholders and of the
Board of Directors. He may sign certifcates 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 where the signing and execution
thereof shall be expressly delegated by the Board of Directors, or
by these By-Laws, to some other ofcer or agent of the
corporation, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the
ofce of President and such other duties 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 restric tions upon
the President. 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 pur -
pose; (b) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is afxed
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
ofce address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) have general charge of the
stock transfer books of the corporation; (f) have charge and cus -
tody of and be responsible for all funds and securities of the
corporation, receive and give receipts for monies due and
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 accord ance with the provisions of Article V of these By-Laws;
and (g) in general perform all of the duties incident to the Ofce
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
Direc tors. If required by the Board of Directors, 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
benefts, if any, of the ofcers shall be fxed from time to time by
the Board of Directors, and no ofcer shall be prevented from
receiving such salary by reason of the 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 ofcer or ofcers, agent or agents, to enter into
any con tract or execute and deliver any instrument in the name
of and on behalf of the corporation, and such authority may be
general or confned to specifc 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 unless authorized by a resolution of the Board
of Directors. Such authority may be general or confned to spe -
cifc instances.
SECTION 3. Checks, Drafts, etc . All checks, drafts, or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation shall be
signed by such ofcer or ofcers, agent or agents of the cor -
poration and in such manner as shall from time to time be deter -
mined 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 the 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. Certifcates for Shares . Certifcates repre -
senting shares of the corporation shall be in such form as shall be
determined by the Board of Directors. Such certifcates shall be
signed by the President and by the Secretary or by such other
ofcers authorized by law and by the Board of Directors so to do.
All certifcates for shares shall be consecutively numbered or
otherwise identifed. 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 entered on the
stock transfer books of the corporation. All certifcates
surrendered to the corporation for transfer shall be canceled and
no new cer tifcate shall be issued until the former certifcate for a
like number of shares shall have been surrendered and canceled,
except that in case of a lost, destroyed or mutilated certif cate, a
new one may be issued therefor upon such terms and indem nity
to the corporation as the Board of Directors may pre scribe.
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 repre -
sentative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and fled with the Secretary of the cor -
pora tion, and on surrender for cancellation of the certifcate of
such shares, and also, any transfer is subject to the limita tions
set forth in the Articles of Incorporation, reference to which 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 fscal 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 corporation may pay dividends on its outstanding shares in
the manner and upon the terms 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 corporation 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 cor por -
ation under the provisions of these By-Laws or under the pro -
visions of the Articles of Incorporation, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be equiva lent to the
giving 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
Direc tors at any annual Board of Directors meeting or at any
special Board of Directors meeting when 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 repealed by the Board of
Directors.
Instructions
Name of
Corporation
Name of
Incorporation
State of
Incorporation
State of
Incorporation
State of
Incorporation
Name and address
of directors Form 3: Annual Minutes for Shareholders and Directors
MINUTES OF ANNUAL ACTIONS TAKEN
BY THE
SHAREHOLDERS AND BOARD OF DIRECTORS OF
_____________________________________
IN LIEU OF AN ANNUAL MEETING THEREOF
These Minutes describe certain annual actions taken by the
Shareholders and the Board of Directors of
_________________________________________, a Connecticut business
corporation, at an annual meeting thereof and pursuant to the laws of
the State of Connecticut relating to Corporations, which provide that
any action required or permitted to be taken at an annual Share -
holders' or Board of Directors' meeting of a ______________ business
corporation, may be taken by unanimous consent and collectively
adopted without the necessity of formally convening.
The Shareholders and Directors acknowledge that it is
necessary or desirable to take various annual actions in connection
with the corporation in accordance with the laws of the State of
Connecticut relating to corporations. Therefore, the undersigned,
Shareholders and Directors, being all of the Shareholders entitled to
vote on these matters and all of the members of the Board of
Directors of the corporation, do hereby waive (i) notice of the time,
place and purpose of, (ii) call of, and (iii) the necessity of annual
Shareholders' and Board of Directors' meetings thereof and
unanimously and severally and collectively adopt, by consent and
without the necessity and formality of convening, and in lieu of such
meeting thereof, the following Acts and Resolutions as being the joint
actions of the Shareholders and Board of Directors, as if in a meeting
duly assembled:
Election of Directors:
RESOLVED, that each of the following persons are hereby
elected to serve as a member of the Board of Directors of the
Corporation, and to hold said position until the next annual
meeting of the Board of Directors or until the earlier of their
resignation or removal, or until their respective successors shall
be duly elected and qualifed:
Name Address
____________________ ________________________
________________________
________________________
________________________
______________________ ________________________
________________________
Name of Officers
elected
Name of
corporation
Date of meeting ________________________
________________________
_______________________ ________________________
________________________
________________________
________________________
Approval of Actions by Directors:
RESOLVED, that the actions of Board of Directors taken in the
preceding year on behalf of the corporation be and they are
hereby accepted, ratifed and approved.
Election of Ofcers :
RESOLVED, that each of the following persons are hereby
elected to serve as an ofcer of the Corporation, to hold the
ofce or ofces set forth opposite their respective names until
the frst annual meeting of the Board of Directors, until their
earlier resignation or removal, or until their successors are duly
elected and qualifed:
Ofce Name
President ___________________________
Vice-President ___________________________
Secretary-Treasurer ___________________________
Payment of Expenses :
RESOLVED, that the payment of corporate expenses by the
Secretary of the Corporation is hereby approved, ratifed and
accepted.
Filing of Consent :
RESOLVED, that the Secretary of the Corporation is hereby
directed to make the original of this consent part of the ofcial
minutes of the Corporation to be fled in the minute book of the
Corporation.
THE UNDERSIGNED SHAREHOLDERS AND DIRECTORS, BEING
ALL THE SHAREHOLDERS ENTITLED TO VOTE ON THE MATTERS
DESCRIBED ABOVE, AND ALL THE ENTIRE MEMBERSHIP OF THE
Signatures of
shareholders and
directors
Secretary signature BOARD OF DIRECTORS OF _____________________________ DO HEREBY
EXPRESSLY CONSENT TO THE FOREGOING RESOLUTIONS AS BEING
THE JOINT ACTIONS OF THE SHARE HOLDERS AND, TO BE EFFECTIVE
AS OF _____________________________.
_________________________________
_________________________________
Shareholder and Director
_________________________________
_________________________________
Shareholder and Director
_________________________________
_________________________________
Shareholder
ATTEST:
______________________________
_____________________, Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Date of Meeting
and time
Address of Meeting
Purpose of Meeting
Date of Notice
Signature of
Secretary Form 4: Notice of Special Meeting of Directors
Notice of Special Meeting of Directors
OF
______________________________
Pursuant to the By-Laws of the Corporation, a special meeting of
the Directors of _________________________, a Connecticut
corporation is called for the ______ day of ____________, 20__, at 6:00
p.m., to be held at the following address:
__________________________
__________________________
Connecticut
The Purpose of the meeting is to:
_______________________________________________
This Notice given on this the _________ day of ___________, 20___, by the
Secretary of the Corporation, by mailing a true and correct copy of this Notice to the
address of each Director on the records of the Corporation at least 10 days prior to
such special meeting.
__________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Date of Meeting
and time
Address of Meeting
Purpose of Meeting
Date of Notice
Signature of
Secretary Form 5: Notice of Annual Meeting of Directors
Notice of Annual Meeting of Directors
OF
_________________________________
Pursuant to the By-Laws of the Corporation, a annual meeting of the Directors of
_________________________, a Connecticut corporation is called for the ______ day of
____________, 20__, at 6:00 p.m., to be held at the following address:
__________________________
__________________________
Connecticut
The Purpose of the meeting is to:
_______________________________________________
This Notice given on this the _________ day of ___________, 20___, by the
Secretary of the Corporation, by mailing a true and correct copy of this Notice to the address
of each Director on the records of the Corporation at least 10 days prior to such special
meeting.
__________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Date of Meeting
and time
Address of Meeting
Purpose of Meeting
Date of Notice
Signature of
Secretary Form 6: Notice of Special Meeting of Shareholders
Notice of Special Meeting of Shareholders
OF
______________________________
Pursuant to the By-Laws of the Corporation, a special meeting of the
Shareholders of _________________________, a Connecticut corporation is called
for the ______ day of ____________, 20__, at 6:00 p.m., to be held at the following
address:
__________________________
__________________________
Connecticut
The Purpose of the meeting is to:
_______________________________________________
This Notice given on this the _________ day of ___________, 20___, by the
Secretary of the Corporation at the direction of the Board of Directors, by mailing a
true and correct copy of this Notice to the address of each shareholder on the records
of the Corporation at least 10 days prior to such special meeting.
__________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Date of Meeting
and time
Address of Meeting
Purpose of Meeting
Date of Notice
Signature of
Secretary Form 7: Notice of Annual Meeting of Shareholders
Notice of Annual Meeting of Shareholders
OF
______________________________
Pursuant to the By-Laws of the Corporation, an annual meeting of the
Shareholders of _________________________, a Connecticut corporation is called
for the ______ day of ____________, 20__, at 6:00 p.m., to be held at the following
address:
__________________________
__________________________
Connecticut
The Purpose of the meeting is to conduct annual business of the corporation
and:
_______________________________________________
This Notice given on this the _________ day of ___________, 20___, by the
Secretary of the Corporation at the direction of the Board of Directors, by mailing a
true and correct copy of this Notice to the address of each shareholder on the records
of the Corporation at least 10 days prior to such special meeting.
__________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Describe action
taken
Date of Meeting
Signature of
Shareholders
Signature of
Secretary Form 8: Blank Resolution form for Shareholders
Resolution of the Shareholders
OF
_________________________________
Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the
Shareholders of _________________________, a Connecticut corporation, upon motion
duly made and seconded, the following resolution was adopted by a majority of the
shareholders, present in person or be proxy, entitled to vote thereon:
RESOLVED by the Shareholders of the Corporation as follows:
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
_______________________________________________
Dated this the ______ day of ___________, 20___.
______________________________
Shareholder
______________________________
Shareholder
______________________________
Shareholder
Attest:
_________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Describe action
taken
Date of Meeting
Signature of
Directors
Signature of
Secretary Form 9: Blank Resolution form for Directors
Resolution of the Directors
OF
_________________________________
Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the
Directors of _________________________, a Connecticut corporation, upon motion duly
made and seconded, the following resolution was adopted by a majority of the Directrors
present in person entitled to vote thereon:
RESOLVED by the Directors of the Corporation as follows:
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
_______________________________________________
Dated this the ______ day of ___________, 20___.
______________________________
Director
______________________________
Director
______________________________
Director
Attest:
_________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Describe action
taken
Date of Meeting
Signature of
Directors and
Shareholders
Signature of
Secretary Form 10: Blank Resolution form for Joint Actions of Directors and Shareholders
Joint Resolution of the Directors and Shareholders
OF
_________________________________
Pursuant to Notice or Waiver of Notice, at a regular or special or annual meeting of
the Directors and Shareholders of _________________________, a Connecticut corporation,
upon motion duly made and seconded, the following resolution was adopted by a majority of
the Directors present in person and majority of Shareholders, in person or by proxy, entitled
to vote thereon:
RESOLVED by the Directors and Shareholders of the Corporation as follows:
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
_______________________________________________
Dated this the ______ day of ___________, 20___.
___________________________ ______________________________
Shareholder Director
___________________________ ______________________________
Shareholder Director
___________________________ ______________________________
Shareholders Director
Attest:
_________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Date of Meeting
Address of Meeting
Date of Meeting
Signature of
Directors Form 11: Waiver of Notice of Meeting by Directors
Waiver of Notice of Meeting by the Directors
OF
_________________________________
The undersigned, being all the directors of _________________________, a
Connecticut corporation, hereby waive notice of the special or annual meeting of the
directors to be held on the _______ day of ___________, 2000, at __________, which
meeting shall be held at the following address:
_______________________________________________________________
________________________________________________________________
________________________________________________________________
Dated this the ______ day of ___________, 20___.
______________________________
Director
______________________________
Director
______________________________
Director
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Date of Meeting
Address of meeting
Date of Waiver
Signatures of
shareholders Form 12: Waiver of Notice by Shareholders
Waiver of Notice of Meeting by the Shareholders
OF
_________________________________
The undersigned, being all the shareholders of _________________________, a
Connecticut corporation, hereby waive notice of the special or annual meeting of the
shareholders to be held on the _______ day of ___________, 2000, at __________, which
meeting shall be held at the following address:
_______________________________________________________________
________________________________________________________________
________________________________________________________________
Dated this the ______ day of ___________, 20___.
______________________________
Shareholder
______________________________
Shareholder
______________________________
Shareholder
Form
Instructions
Name of
Incorporator
Name of
Corporation
Efective date of
resignation, such
as date of
meeting.
Signature of
incorporator Form 13: Resignation by Incorporator
RESIGNATION OF INCORPORATOR
I, the undersigned _________________, do hereby
resign as incorporator of _____________________________, a
Connecticut corporation, and efective
__________________________.
______________________________
Incorporator
Form
Instructions
Name of Director
Name of
Corporation
Efective date of
resignation, such
as date of
meeting.
Signature of
Director Form 14: Resignation by Director
RESIGNATION OF DIRECTOR
I, the undersigned _________________, do hereby
resign as director of _____________________________, a
Connecticut corporation, efective
__________________________.
______________________________
Director
Instructions
Name of Officer
Office of Officer
Name of
Corporation
Efective date of
resignation, such
as date of
meeting.
Signature of
Officer Form 15: Resignation of Ofcer
RESIGNATION OF OFFICER
I, the undersigned _________________, do hereby
resign as __________________ of
_____________________________, a Connecticut corporation,
efective __________________________.
______________________________
Ofcer
Ofce Held:______________________
Stock Transfer Ledger
Name and Residence
Address of
Stockholder Date of
Transfer Certifcate
Issued Number of
Shares Amount Paid Subsequen
t Transfer
Show on
separate line
Stock Certifcate
No. _____ Shares: ___
This Certifcate, certifes that ________________, is the true and
lawful owner and holder of ______ common shares of
______________, a Connecticut Corporation. Such shares are
transferable only by the holder hereof, or by an authorized
attorney in fact.
This certifcate is issued by the Corporation by its duly
authorized ofcers of the Corporation on this the ____ date of
_________, 20___.
__________________ ____________________
President Secretary Incorporated in the State of Connecticut
Shares Authorized: __________ Par Value:______
Accessories
U. S. Legal Forms, Inc. offers the following corporate accessories:
Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at
(601) 825-0382. Engraved with your name: $24.95 plus shipping, or see
http://www.uslegalbookstore.com/officeproducts/
Corporate Books: See http://www.uslegalbookstore.com/officeproducts/
