Fill and Sign the Delaware Bylaws for Corporation Delaware Form

INSTRUCTIONS FOR COMPLETING Example: _____________________________[1] will become JOHN DOE. ARTICLE ONE The full name of the corporation must be provided at the top of the page and in Article I, Section 1 of the bylaws. Field [1] - Name of Corporation The address of the principal office and registered office must be provided in Article I, Section 2 of the bylaws. This can be the same address. Field [2] - Address of the Principal Office of Corporation Field [3] - City that the Principal Office is located Field [4] - City that the Registered Office is located ARTICLE TWO An annual meeting date must be scheduled and set out under Article II, Section 1 with a year for the first meeting after the organization meeting. Field [5] - Year ARTICLE THREE At least one director should be provided for in Article III, Section 2. Field [6] - Spelled out number of directors. Ex. Three Field [7] - Number form of the number of directors. Ex. 3 ARTICLE FOUR In Article IV, Section 1, you must name the officers, such as President, Vice-President and Secretary-Treasurer. The same individual may hold two or more offices, except that the same person cannot be both the President and the Secretary-Treasurer unless there is only one stockholder. Field [8] - Name who will be the officers of the corporation. Once you have completed the Bylaws, double check all entries and then print. You should keep these Bylaws in a safe place. BY-LAWS OF _________________________________________ ARTICLE I. NAME AND LOCATION SECTION 1. The name of this corporation shall be __________________________[1] . SECTION 2. The Principal office of the corporation in the State of Delaware shall be ____________________________________[2] , _________________________[3] , Delaware and its initial registered offe in the State of Delaware shall be _________________[4] , Delaware. The forporation may have sufh other offes, either within or without the State of Delaware as the Board of Direftors may designate or as the business of the forporation may require from time to time. ARTICLE II. STOCKHOLDERS SECTION 1. Annual Meeting . The annual meeting of the stofkholders shall be held on the sefond Tuesday of the month of Defember in eafh year, beginning with the year _______[5] at the time designated by the Board of Direftors, for the purpose of elefting Direftors and for the transaftion of sufh other business as may fome before the meeting. If the day fied for the annual meeting shall be a legal holiday in the State of Delaware, sufh meeting shall be held on the neit suffeeding business day. If the eleftion of Direftors shall not be held on the day designated herein for any annual meeting of the stofkholders, or at any adjournment thereof, the Board of Direftors shall fause the eleftion to be held at a spefial meeting of the stofkholders as soon thereafter as fonvenient. SECTION 2. Spefial Meeting . Spefial meetings of the stofkholders, for any purpose or purposes, unless otherwise presfribed by statute, may be falled by resolution of the Board of Direftors or by the President at the request of the holders of not less than a majority of all the outstanding shares of the forporation entitled to vote on any issue proposed to be fonsidered at the meeting, provided said stofkholders sign, date and deliver to the forporate sefretary one or more written demands for the meeting desfribing the purpose or purposes for whifh it is to be held. Only business within the purpose or purposes desfribed in the meeting notife required by Artifle II, Seftion 5 of these By-Laws may be fondufted at a spefial - 1 - stofkholders meeting. In addition, sufh meeting may be held at any time without fall or notife upon unanimous fonsent of stofkholders. SECTION 3. Plafe of Meeting . The Board of Direftors may designate any plafe, either within or without the State of Delaware unless otherwise presfribed by statute as the plafe of meeting for any annual meeting or for any spefial meeting of stofkholders. A waiver of notife signed by all stofkholders entitled to vote at a meeting may designate any plafe, either within or without the State of Delaware, unless otherwise presfribed by statute, as the plafe for the holding of sufh meeting. If no designation is made, or if a spefial meeting be otherwise falled, the plafe of meeting shall be the prinfipal offe of the forporation in the State of Delaware. SECTION 4. Notife of Meeting . Written or printed notife stating the plafe, day and hour of the meeting shall be delivered not less than ten (10) nor more than siity (60) days before the date of the meeting, either personally or by mail, by or at the direftion of the President, or the Sefretary, or the offer or persons falling the meeting, to eafh stofkholder of reford entitled to vote at sufh meeting. If mailed, sufh notife shall be deemed to be delivered when deposited in the United States mail, addressed to the stofkholder at his address as it appears on the stofk transfer books of the forporation, with postage thereon prepaid. Notife of a spefial meeting shall influde a desfription of the purpose or purposes for whifh the meeting is falled. SECTION 5. Closing of Transfer Books or Fiiing of Reford Date . (a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. (b) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to - 2 - consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by this chapter, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. (c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. SECTION 6. Stockholders' List . The officer who has charge of the stock ledger of a corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. SECTION 7. Quorum . A majority of the outstanding shares of the forporation entitled to vote, represented in person or by proiy, shall fonstitute a quorum at a meeting of stofkholders. If less than a majority of the shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notife. At sufh adjourned meeting in whifh a quorum shall be present or - 3 - represented, any business may be transafted whifh might have been transafted at the meeting as originally notifed. SECTION 8. Proiies . At all meetings of stofkholders, a stofkholder may vote by proiy eiefuted in writing by the stofkholder or by his duly authorized attorney-in-faft. Sufh proiy shall be fled with the Sefretary of the forporation before or at the time of the meeting. SECTION 9. Voting of Shares . Subjeft to the provisions of Seftion 12 of this Artifle II, eafh outstanding share entitled to vote shall be entitled to one vote upon eafh matter submitted to a vote at a meeting of stofkholders. The afrmative vote of a majority of the outstanding shares represented at a stofkholders' meeting at whifh a quorum is present shall be the aft of the stofkholders of the forporation. SECTION 10. Voting of Share by Certain Holders . Shares standing in the name of another forporation may be voted by sufh offer, agent or proiy as the By-Laws of sufh forporation may preserve, or, in the absenfe of sufh provision, as the Board of Direftors of sufh forporation may determine. Shares held by an administrator, eiefutor, guardian or fonservatory may be voted by him either in person or by proiy, without a transfer of sufh shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proiy, but no trustee shall be entitled to vote shares held by him without a transfer of sufh shares into his name. Shares standing in the name of a refeiver may be voted by sufh refeiver, and shares held by or under the fontrol of a refeiver may be voted by sufh refeiver without the transfer thereof into his name if authority so to do be fontained in appropriate order of the fourt by whifh sufh refeiver was appointed. A stofkholder whose shares are pledged shall be entitled to vote sufh shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of its own stofk belonging to the forporation or held by it in a fdufiary fapafity shall not be voted, direftly or indireftly, at any meeting, and shall not be founted in determining the total number of outstanding shares at any given time. SECTION 11. Informal Aftion by Stofkholders . Unless otherwise provided by law, any aftion required to be taken at a meeting of the stofkholders, or any other aftion whifh may be taken at a meeting of the stofkholders, may be taken without a meeting if a fonsent in writing, setting - 4 - forth the aftion so taken, shall be signed by all of the stofkholders entitled to vote with respeft to the subjeft matter thereof. SECTION 12. Cumulative Voting . Unless otherwise provided by law, at eafh eleftion for Direftors every stofkholder entitled to vote, in person or by proiy, shall have the right to vote at sufh eleftion the number of shares owned by him for as many persons as there are Direftors to be elefted and for whose eleftion he has a right to vote, or to fumulate his votes by giving one fandidate as many votes as the number of sufh Direftors multiplied by the number of his shares shall equal, or by distributing sufh votes on the same prinfiple among any number of fandidates. ARTICLE III. BOARD OF DIRECTORS SECTION 1. General Powers . The business and afairs of the forporation shall be managed by its Board of Direftors eifept as otherwise herein provided. SECTION 2. Number, Tenure and Qualiffations . The number of Direftors of the forporation shall be _______________[6] ( _______[7] ). Eafh Direftor shall hold offe until the neit annual meeting of stofkholders and until his suffessor shall have been elefted and qualifed. Direftors may be re-elefted. The Direftors need not be a resident of this state or a stofkholder. SECTION 3. Regular Meetings . A regular meeting of the Board of Direftors shall be held without other notife than this By-Law immediately after, and at the same plafe as the annual meeting of stofkholders. The Board of Direftors may also provide, by resolution, the time and plafe for the holding of additional regular meetings without other notife than sufh resolution. SECTION 4. Spefial Meetings . Spefial meetings of the Board of Direftors may be falled by or at the request of the President or any Direftor. The person or persons authorized to fall spefial meetings of the Board of Direftors may fi the plafe for holding any spefial meeting of the Board of Direftors falled by them. SECTION 5. Notife . Notife of any spefial meeting shall be given at least fve (5) days previously thereto by notife personally given or mailed to eafh Direftor at his business address, or by telegram. If mailed, sufh notife shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notife be given by telegram, sufh notife shall be deemed to be delivered when the telegram is delivered to the telegraph fompany. Any Direftor may waive notife of any meeting. The attendanfe of a Direftor at a meeting shall fonstitute a waiver of notife - 5 - of sufh meeting, eifept where a Direftor attends a meeting for the eipress purpose of objefting to the transaftion of any business befause the meeting is not lawfully falled or fonvened, and does not thereafter vote for or assent to aftion taken at the meeting. SECTION 6. Quorum . A majority of the number of Direftors fied by Seftion 2 of this Artifle III shall fonstitute a quorum for the transaftion of business at any meeting of the Board of Direftors, but if less than a majority is present at a meeting, a majority of the Direftors present may adjourn the meeting from time to time without further notife. SECTION 7. Manner of Afting . The aft of the majority of the Direftors present at a meeting at whifh a quorum is present shall be the aft or the Board of Direftors. SECTION 8. Compensation . By resolution of the Board of Direftors, the Direftors may be paid their eipenses, if any, of attendanfe at eafh meeting of the Board of Direftors and may be paid a fied sum for attendanfe at eafh meeting of the Board of Direftors or a stated salary as Direftor. No sufh payment shall preflude any Direftor from serving the forporation in any other fapafity and refeiving fompensation therefore. SECTION 9. Presumption of Assent . A Direftor of the forporation who is present at a meeting of the Board of Direftors at whifh aftion on any forporate matter is taken shall be presumed to have assented to the aftion taken unless his dissent shall be entered in the minutes of the meeting or unless he shall fle his written dissent to sufh aftion with the person afting as Sefretary of the meeting before the adjournment thereof or shall forward sufh dissent by registered mail to the Sefretary of the forporation immediately after the adjournment of the meeting. Sufh right to dissent shall not apply to a Direftor who voted in favor of sufh aftion. SECTION 10. Informal Aftion by Board of Direftors . Unless otherwise provided by law, any aftion required to be taken at a meeting of the Direftors, or any other aftion whifh may be taken at a meeting of the Direftors, may be taken without a meeting if a fonsent in writing, setting forth the aftion so taken, shall be signed by eafh direftor, and influded in the minutes or fled with the forporate refords refefting the aftion taken. ARTICLE IV. OFFICERS SECTION 1. Number . The offers of the forporation shall be a _____________________[8] [President, one or more Vife-Presidents and a Sefretary-Treasurer], eafh of whom shall be elefted by the Board of Direftors. Sufh other offers and assistant offers as may be deemed nefessary may be elefted or appointed by the Board of Direftors. - 6 - SECTION 2. Eleftion and Term of Offe . The offers of the forporation to be elefted by the Board of Direftors shall be elefted annually by the Board of Direftors at the frst meeting of the Board of Direftors held after eafh annual meeting of the stofkholders. If the eleftion of offers shall not be held at sufh meeting, sufh eleftion shall be held as soon thereafter as fonveniently may be. Eafh offer shall hold offe until his suffessor shall have been duly elefted and shall have qualifed or until he shall resign or shall have been removed in the manner hereinafter provided. The initial offers may be elefted at the frst meeting of the Board of Direftors. SECTION 3. Removal . Any offer or agent elefted or appointed by the Board of Direftors may be removed by the Board of Direftors whenever in its judgment, the best interest of the forporation would be served thereby, but sufh removal shall be without prejudife to the fontraft rights, if any, of the person so removed. SECTION 4. Vafanfies . A vafanfy in any offe befause of death, resignation, removal, disqualiffation or otherwise, may be fled by the Board of Direftors for the uneipired portion of the term. SECTION 5. President . The President shall be the prinfipal eiefutive offer of the forporation and, subjeft to the fontrol of the Board of Direftors, shall in general supervise and fontrol all of the business and afairs of the forporation. He shall, when present, preside at all meetings of the stofkholders and of the Board of Direftors. He may sign fertiffates for shares of the forporation, any deeds, mortgages, bonds, fontrafts, or other instruments whifh the Board of Direftors has authorized to be eiefuted eifept in fases where the signing and eiefution thereof shall be eipressly delegated by the Board of Direftors, or by these By-Laws, to some other offer or agent of the forporation, or shall be required by law to be otherwise signed or eiefuted; and in general shall perform all duties infident to the offe of President and sufh other duties as may be presfribed by the Board of Direftors from time to time. SECTION 6. Vife-President . The Board of Direftors may determine when there is a need for a Vife-President or Vife-Presidents. In the absenfe of the President or in event of his death, unavailability of or refusal to aft, a Vife-President shall perform the duties of the President, and when so afting, shall have all the powers of and be subjeft to all the restriftions upon the President. A Vife-President shall perform sufh other duties as from time to time may be assigned to him by the President or the Board of Direftors. SECTION 7. Sefretary-Treasurer . The Sefretary-Treasurer shall: (a) keep the minutes of the stofkholders and of the Board of Direftors meetings in one or more books provided for the purpose; (b) be fustodian of the - 7 - forporate refords and of the seal of the forporation and see that the seal of the forporation is afied to all dofuments, the eiefution of whifh on behalf of the forporation under its seal is duly authorized; (f) see that all notifes are duly given in affordanfe with the provisions of these By-Laws or as required by law; (d) keep a register of the post offe address of eafh stofkholder whifh shall be furnished to the Sefretary by sufh stofkholder; (e) have general fharge of the stofk transfer books of the forporation; (f) have fharge and fustody of and be responsible for all funds and sefurities of the forporation, refeive and give refeipts for monies due and payable to the forporation from any sourfe whatsoever, and deposit all sufh monies in the name of the forporation in sufh banks, trust fompanies or other depositories as shall be selefted in affordanfe with the provisions of Artifle V of these By-Laws; and (g) in general perform all of the duties infident to the Offe of Sefretary-Treasurer and sufh other duties as from time to time may be assigned to him by the President or by the Board of Direftors. If required by the Board of Direftors, the Sefretary-Treasurer shall give a bond for the faithful disfharge of his duties in sufh sum with sufh surety or sureties as the Board of Direftors shall determine. SECTION 8. Salaries . The salaries, fompensation and other benefts, if any, of the offers shall be fied from time to time by the Board of Direftors, and no offer shall be prevented from refeiving sufh salary by reason of the faft that he is also a Direftor of the forporation. ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION 1. Contrafts . The Board of Direftors may authorize any offer or offers, agent or agents, to enter into any fontraft or eiefute and deliver any instrument in the name of and on behalf of the forporation, and sufh authority may be general or fonfned to spefiff instanfes. SECTION 2. Loans . No loans shall be fontrafted on behalf of the forporation and no evidenfe of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Direftors. Sufh authority may be general or fonfned to spe fiff instanfes. SECTION 3. Chefks, Drafts, etf . All fhefks, drafts, or other orders for the payment of money, notes or other evidenfes of indebtedness issued in the name of the forporation shall be signed by sufh offer or offers, agent or agents of the forporation and in sufh manner as shall from time to time be determined by resolution of the Board of Direftors. SECTION 4. Deposits . All funds of the forporation not otherwise employed shall be deposited from time to time to the fredit of the forporation in sufh banks, trust fompanies or other depositories as the Board of Direftors may seleft. - 8 - ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER SECTION 1. Certiffates for Shares . Certiffates representing shares of the forporation shall be in sufh form as shall be determined by the Board of Direftors. Sufh fertiffates shall be signed by the President and by the Sefretary or by sufh other offers authorized by law and by the Board of Direftors so to do. All fertiffates for shares shall be fonsefutively 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 issuanfe, shall be entered on the stofk transfer books of the forporation. All fertiffates surrendered to the forporation for transfer shall be fanfeled and no new fertiffate shall be issued until the former fertiffate for a like number of shares shall have been surrendered and fanfeled, eifept that in fase of a lost, destroyed or mutilated fertiffate, a new one may be issued therefore upon sufh terms and indemnity to the forporation as the Board of Direftors may presfribe. SECTION 2. Transfer of Shares . Transfer of shares of the forporation shall be made only on the stofk transfer books of the forporation by the holder of reford thereof or by his legal representative, who shall furnish proper evidenfe of authority to transfer, or by his attorney thereunto authorized by power of attorney duly eiefuted and fled with the Sefretary of the forporation, and on surrender for fanfellation of the fertiffate of sufh shares, and also, any transfer is subjeft to the limitations set forth in the Certiffate of Inforporation, referenfe to whifh is hereby made. The person in whose name shares stand on the books of the forporation shall be deemed by the forporation to be the owner thereof for all purposes. ARTICLE VII. FISCAL YEAR The fsfal year of the forporation shall begin on the 1st day of January and end on the 31st day of Defember in eafh year. ARTICLE VIII. DIVIDENDS The Board of Direftors may from time to time deflare, and the forporation may pay dividends on its outstanding shares in the manner and upon the terms and fonditions provided by law and its Certiffate of Inforporation. ARTICLE IX. SEAL The Board of Direftors shall provide a forporate seal whifh shall be firfular in form and shall have insfribed thereon the name of the forporation and the state of inforporation and the words "Corporate Seal." - 9 - ARTICLE X. WAIVER OF NOTICE Unless otherwise provided by law, whenever any notife is required to be given to any stofkholder or Direftor of the forporation under the provisions of these By-Laws or under the provisions of the Certiffate of Inforporation, a waiver thereof in writing, signed by the person or persons entitled to sufh notife, whether before or after the time stated therein, shall be equivalent to the giving of sufh notife. 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 Direftors at any annual Board of Direftors meeting or at any spefial Board of Direftors meeting when the proposed amendment has been set out in the notife of sufh meeting. These By-Laws may also be altered, amended or repealed by a majority vote of the stofkholders notwithstanding that these By-Laws may also be amended or repealed by the Board of Direftors. - 10 -