Fill and Sign the Delaware Delaware Bylaws for Corporation Form

INSTRUCTIONS FOR COMPLETING Example: _____________________________[1] will become JOHN DOE. AR TICLE 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-Pres ident and Secretary-Treasurer. The same individual may hold two or more offices, except tha t 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. -1- 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 office in the State of Delaware shall be _________________[4], Delaware. The corporation may have such other offices, either within or wit hout the State of Delaware as the Board of Directors may designate or as the business of the corporation may require from time to time. ARTICLE II. STOCKHOLDERS SECTION 1. Annual Meeting. The annual meeting of the stockholders shall be held on the second Tuesday of the month of December in each year, beginning wit h the year _______[5] 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 fixed for the annual meeting shall be a legal holiday in the State of Delaware, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the stockholders, or at any adj ournment thereof, the Board of Directors shall cause the election to be held at a special m eeting of the stockholders as soon thereafter as convenient. SECTION 2. Special Meeting. Special meetings of the stockholder s, 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 les s than a majority of all the outstanding shares of the corporation entitled to vote on any issue proposed to be considered at the meeting, provided said stockholders sign, date and deliver to the corpora te 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 meeting noti ce required by Article II, Section 5 of these By-Laws may be conducted at a spec ial stockholders meeting. In addition, such meeting may be held at any time without call or notice upon unanimous consent of stockholder s. SECTION 3. Place of Meeting. The Board of Directors may designa te any place, either within or without the State of Delaware unless otherwise prescribed by statute as the place of meeting for any annual meeting or for any special meeting of stockhol ders. A waiver of notice -2- signed by all stockholders entitled to vote at a meeting may des ignate any place, either within or without the State of Delaware, unless otherwise prescribed by statute, as the place for t he holding of such meeting. If no designation is made, or if a special meeti ng be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Delaware. 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 officer or persons calling the meeting, to each stockholde r of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be de livered when deposited in the United States mail, addressed to the stockholder at his address a s 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. (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 n ot be more than 60 nor less than 10 days before the date of such meeting. If no record date is f ixed by the board of directors, the record date for determining stockholders entitled to notice o f or to vote at a meeting of stockholders shall be at the close of business on the day ne xt preceding the day on which notice is given, or, if notice is waived, at the close of busine ss on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notic e 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 a djourned 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 fi x a record date, which record date shall not precede the date upon which the resolution fixing the re cord 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 di rectors. If no record date has been fixed by the board of directors, the record date for determining stockhol ders entitled to consent to corporate action in writing without a meeting, when no prior act ion 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 c orporation by delivery to its registered office in this State, its principal place of bus iness 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 direc tors adopts the resolution taking such prior action. -3- (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, conversi on or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a rec ord date, which record date shall not precede the date upon which the resolution fixing the rec ord date is adopted, and which record date shall be not more than 60 days prior to such action. If no re cord 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 stoc k 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 registe red in the name of each stockholder. Nothing contained in this section shall require the corp oration to include electronic mail addresses or other electronic contact information on such l ist. Such list shall be open to the examination of any stockholder for any purpose germane to the meet ing for a period of at least 10 days prior to the meeting: (i) on a reasonably access ible electronic network, provided that the information required to gain access to such list is prov ided with the notice of the meeting, or (ii) during ordinary business hours, at the principal pla ce 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 th at 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 duri ng 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 t he examination of any stockholder during the whole time of the meeting on a reasonably accessibl e electronic network, and the information required to access such list shall be provided with the notice of the me eting. SECTION 7. Quorum. A majority of the outstanding shares of the corporat ion entitled to vote, represented in person or by proxy, shall constitute a quorum at a mee ting of stockholders. If less than a majority of the shares are represente d at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting in which a quorum shall be present or represented, any busines s may be transacted which might have been transacted at the meeting as originally notifie d. SECTION 8. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney- in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeti ng. 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 subm itted to a vote at a meeting of stockholders. The affirmative vote of a majority of the outstanding shares re presented at a stockholders' meeting at which a quorum is present shall be the act of the stockholders of the corporation. -4- SECTION 10. Voting of Share by Certain Holders. Shares standing in th e name of another corporation may be voted by such officer, agent or proxy as the By-Laws of such corporation may preserve, or, in the absence of such provision, as the Board of Di rectors of such corporation may determine. Shares held by an administrator, executor, guardian or conservatory may be vote d by him eit her in person or by proxy, without a transfer of such shares into his name. S hares 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 rec eiver, and shares held by or under the control of a receiver may be voted by such receiver wi thout the transfer thereof into his name if authority so to do be contained in appropriate order of the c ourt by which such receiver was appointed. A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee sh all be entitled to vote the shares so transferred. Shares of its own stock belonging to the corporation or held by it in a fi duciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. SECTION 11. Informal Action by Stockholders. Unless otherwise provided by l aw, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the st ockholders entitled to vote with respect to the subject matter thereof. SECTION 12. Cumulative Voting. Unless otherwise provided by law, a t each election for Directors every stockholder 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 pers ons as there are Directors to be elected and for whose election he has a right to v ote, or to cumulate his votes by giving 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 princ iple among any number of candidates. ARTICLE III. BOARD OF DIRECTORS SECTION 1. General Powers. The business and affairs of the corpora tion 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_______________[6] (_______[7]). Each Director shall hold office until th e next annual meeting of stockholders and until his successor shall have be en elected and -5- qualified. Directors may be re-elected. The Directors need not be a re sident of this state or a stockholder. SECTION 3. Regular Meetings. A regular meeting of the Board of Dire ctors shall be held without other notice than this By-Law immediately after, and at the same place as the annual meeting of stockholders. The Board of Directors may also provide, by resolution, the time and place for the holding of additional regular meetings without oth er notice than such resolution. SECTION 4. Special Meetings. Special meetings of the Board of D irectors may be called by or at the request of the President or any 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 Directors called by them. SECTION 5. Notice. Notice of any special meeting shall be gi ven at least five (5) days previously thereto by notice personally 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 noti ce be given by telegram, such notice shall be deemed to be delivered when the telegram is d elivered to the telegraph company. Any Director may waive notice of any meeting. The att endance of a Director at a meeting shall constitute a waiver of notice of such meeting, exc ept where a Director attends a meeting for the express purpose of objecting to the transaction of any busi ness because the meeting is not lawfully called or convened, and does not thereafter v ote for or assent to action taken at the meeting. SECTION 6. Quorum. A majority of the number of Directors fixed by Sect ion 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 majority of the D irectors present may adjourn 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 meeting of the Board of D irectors or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefore. SECTION 9. Presumption of Assent. A Director of the corporation who is pres ent at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such a ction with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such di ssent by registered mail to the Secretary of the corporation immediately a fter the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. -6- SECTION 10. Informal Action by Board of Directors. Unless otherwise provide d 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 meet ing 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 corporate records reflecting the action taken. ARTICLE IV. OFFICERS SECTION 1. Number. The officers of the corporation shall be a_____________________[8] [President, one or more Vice-Presidents and a Secretary- Treasurer], each of whom shall be elected by the Board of Directors. Such othe r officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. SECTION 2. Election and Term of Office. The officers of the corporat ion 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 after each annual meeting of the stockhold ers. If the election of officers shall not be held at such meeting, such election shall be h eld as soon thereafter as conveniently 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 removed in the manner hereinafter provided. The initial officers may be elected at 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 dea th, 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 execut ive officer of the corporation and, subject to the control of the Board of Directors, shall in general s upervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders and of the Board of Directors. He may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments whi ch the Board of Directors has authorized to be executed except in cases where the sig ning and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, to some other officer or agent of the corporation, or shall be required by law to be othe rwise signed or executed; and in general shall perform all duties incident to the office of President and s uch 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 -7- 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 subj ect to all the restrictions upon the President. A Vice-President shall perform such other duties a s 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 stockholders 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 corporati on and see that the seal of the corporation is affixed to all documents, the executi on of which on behalf of the corporation under its seal is duly authorized; (c) see that all notices a re 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 stockholder which shall be furnished to the Secretary by such stockholder; (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 and payable to the corporation from any source whatsoever, and depos it all such monies in the name of the corporation in such banks, trust companies or other depos itories as shall be selected in accordance with the provisions of Article V of these By-Laws; and (g) in general perform all of the duties incident to the Office of Secreta ry-Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Dire ctors. 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 t he Board of Directors shall determine. SECTION 8. Salaries. The salaries, compensation and other benefit s, 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 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 officer or officers, agent or agents, to enter into any contract or execute and deliver 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 c orporation 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 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 in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in s uch manner as shall from time to time be determined by resolution of the Board of Directors. -8- SECTION 4. Deposits. All funds of the corporation not otherwise employed sha ll be deposited from time to time to the credit of the corporation in such banks, trust com panies 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 sha res 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 to do. All certificates for shares shall be consecutively numbered or otherwise 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 entered on th e 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 c ertificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefore upon such t erms 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 attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate of such shares, a nd also, any transfer is subject to the limitations set forth in the Certificate 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 fiscal year of the corporation shall begin on the 1st day of Januar y 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 corporati on may pay dividends on its outstanding shares in the manner and upon the terms and condit ions provided by law and its Certificate of Incorporation. ARTICLE IX. SEAL The Board of Directors shall provide a corporate seal which shall be circ ular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal." -9- ARTICLE X. WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be g iven to any stockholder or Director of the corporation under the provisions of these By-L aws or under the provisions of the Certificate of Incorporation, a waiver thereof in writing, signed by the pe rson or persons entitled to such notice, whether before or after the time s tated therein, shall be equivalent 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 Directors 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 stockholders notwithstanding that these By-Laws may also be amended or repeale d by the Board of Directors.