CORPORATION RECORD MAINTENANCE PACKET Forms included: Form
Number Form Title Comments: 1 Organizational MinutesMinutes for Initial Meeting of Shareholders and Directors 2 By-LawsBy-Laws to adopt at initial
meeting 3 Annual Minutes of Joint Meeting of
Shareholders and DirectorsAdopt 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 OfficerStock Transfer LedgerStock Certificate
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InstructionsName of CorporationName of CorporationState of IncorporationName 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 Alabama Corporation These Minutes describe certain joint organizational actions taken by the
Incorporators, Shareholders and the Board of Directors of
_________________________________________, a Alabama business
corporation, at an organizational meeting thereof and pursuant to laws of the State
of Alabama 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 zational, 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 qualified: Name Address ________________________ ________________________ ________________________ ________________________ ________________________ ______________________ ________________________ ________________________ ________________________ ________________________ _______________________________________________ ________________________ ________________________ ________________________
State NameIf the incorporator is
not a director or shareholder, resignation is usually
made.Provide date articles
filedState of IncorporationName Officers elected. Approval of Actions by Incorporator:RESOLVED, that the filing of the Articles or Certificate of Incorporation
with the appropriate government office of the State of Alabama and
thereby incorporated the Corporation, be and they are hereby accepted,
ratified 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 official minutes of the
Corporation.Approval of Articles of Incorporation:RESOLVED, that the Articles or Certificate of Incorporation of the
Corporation, 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 filed on
______________________, with the appropriate State agency of the State
of Alabama and a copy of the Articles or Certificate 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 lation of the
business and affairs 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 Corporation and
is incorporated by reference herein.Election of Officers:RESOLVED, that each of the following persons are hereby elected to
serve as an officer of the Corporation, to hold the office or offices set
forth opposite their respective names until the first annual meeting of the
Board of Directors, until their earlier resignation or removal, or until their
successors are duly elected and qualified: Office Name President___________________________ Vice-President___________________________
Par Value can be zero
or a dollar amount. Provide Par value or
state no-par value if no par value is used. Secretary-Treasurer ___________________________ Payment of Incorporation Expenses :RESOLVED, that the Secretary of the Corporation is hereby authorized
and directed to pay all fees and expenses incident to and necessary for the
incorporation and organization of the Corporation and that the officers of
the Corporation are hereby authorized and directed to take and perform
any and all other actions and to sign any and all documents necessary or
incidental to the completion of the organiza tion of the Corporation.Adoption of Corporate Seal:RESOLVED, that the seal containing the name of the Corporation, an
impression of which is affixed in the margin of this consent, is hereby
adopted as the corporate seal of the Corporation.Adoption of Fiscal Year:RESOLVED, that the fiscal year of the Corporation shall begin on
January 1st and end on December 31st of each year.Adoption of Form of Common Stock Certificate:RESOLVED, that the form of stock certificate 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 certificate for the shares of common stock of the
Corporation, a specimen thereof being attached hereto and incorporated
by reference herein.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 specified below opposite her
name, the sufficiency 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 specified below, to issue to such
person a certificate or certificates 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 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 CorporationName of Corporation Name SharesConsideration_____________________ ______ ______________ _____________________ ____________________ _____________________ ____________________ Election of "S Corporation" Status :WHEREAS, the directors and stockholders of the Corporation 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 Corporation;BE IT RESOLVED FURTHER, that such election be made and filed by
the Corporation, together with the consents of its stockholders, within the
time period specified and permitted by statute, and the officers of the
Corporation are hereby authorized and directed, for and on behalf of the
Corporation, to execute and file such election with the Internal Revenue
Service and to take such other actions as may be necessary to effect such
election for the current fiscal year of the Corporation.Election to Classify Stock as "§ 1244 Stock":WHEREAS, ________________________ is a "small business
corporation" as defined in the Internal Revenue Code and the regulations
issued thereunder; andWHEREAS, 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 classified as Section 1244 stock and
offered 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; andRESOLVED FURTHER, that the officers of this Corporation shall take
such action as is necessary to carry this plan into effect and especially to
Name corporate bankCity and StateName one or more
persons to sign checks.
If two signatures are required on all checks change “or” to “and”.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
Corporation shall be deposited.BE IT RESOLVED FURTHER, that the appropriate officers 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 belonging 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 hereby adopts
the form resolution of said bank (as completed) which appears in the form
which is attached hereto and incorporated by reference herein, and the
appropriate officers 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 officers of the Corporation, 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 specific 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, office personnel and other workers as she deems necessary for the
effective operation of the Corporation's business; andRESOLVED 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; andRESOLVED 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 justified and appropriate.
Name of CorporationDate of meeting or
effective dateName and Signature of Incorporator, Directors and shareholders. Add blanks if necessarySignature of Secretary
or Secretary of CorporationFiling of Consent:RESOLVED, that the Secretary of the Corporation is hereby directed to
make the original of this consent part of the official minutes of the
Corporation to be filed 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 CONSENT TO THE
FOREGOING RESOLUTIONS AS BEING THE JOINT ORGANIZATIONAL
ACTIONS OF THE INCORPORATORS, SHAREHOLDERS AND
DIRECTORS OF SUCH CORPORATION TO BE EFFECTIVE AS OF
_____________________________. ____________________________________________________, Incorporator _________________________________ _________________________________ Shareholder and Director __________________________________________________________________ Shareholder and Director __________________________________________________________________ Shareholder ATTEST:___________________________________________________, Secretary
InstructionsName of CorporationName of CorporationProvide address of principal office and registered office. These
can be the same address.State of IncorporationName any date you
desire for annual meeting.Year of first meeting
after organization meeting.State of IncorporationForm 2: By-Laws BY-LAWS OF _____________________________ ARTICLE I. NAME AND LOCATION SECTION 1. The name of this corporation shall be
___________________________SECTION 2. The Principal office of the corporation in the State of
Alabama shall be ___________________________, Alabama,
_______________________ and its initial registered office in the State of
Alabama shall be ___________________________, Alabama . The corpora tion
may have such other offices, either within or without the State of Alabama 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 fixed for the annual
meeting shall be a legal holiday in the State of Alabama, 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 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 considered 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
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.
State of IncorporationState of IncorporationState of Incorporation SECTION 3. Place of Meeting . The Board of Directors may designate
any place, either within or without the State of Alabama 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 Alabama, 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 office of the
corporation in the State of Alabama.
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 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 fix 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
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed 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
determination of shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall apply to any
adjournment thereof.
SECTION 6. Shareholders' List. After fixing a record date, the officer or
agent having charge of the share ledger of the corporation shall prepare an
alphabetical list of all persons entitled to notice and to represent shares at such
meeting, or any adjournment thereof, and said list shall be arranged by voting
group and shall show the address of and the number of shares held by each
shareholder or representative. The shareholders' 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
prepared and continuing through the meeting, at the corporation's principal office
or at a place identified in the meet ing notice. Such list shall be available during
the meeting and any shareholder, his agent or attorney is entitled to inspect the list
at any time during the meeting or any adjournment thereof. The original stock
transfer book shall be prima facia evidence as to who are the shareholders entitled
to examine such list or transfer book or to vote at any meeting of shareholders. SECTION 7. Quorum . A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of the shares are
represented at a meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. At such adjourned meeting in
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified. The share-
holders present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
SECTION 8. Proxies. 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 filed with the Secretary of the corporation
before or at the time of the meeting.
SECTION 9. Voting of Shares . Subject to the provisions of Section 12 of
this Article II, each outstanding share entitled to vote shall be entitled to one vote
upon each matter submitted to a vote at a meeting of shareholders. The
affirmative vote of a majority of the outstanding shares represented at a
shareholders' meeting at which a quorum is present shall be the act of the
shareholders of the corporation.
SECTION 10. Voting of Share by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as 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, without 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 thereof into his name if authority so to do be
contained in appropriate 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 transferred 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
Provide number of directors.fiduciary 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 Shareholders. Unless otherwise
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 persons 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 multiplied by the number of his shares
shall equal, or by distributing such votes on the same principle among any number
of candidates.
ARTICLE III. BOARD OF DIRECTORS SECTION 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors except as otherwise herein provided.
SECTION 2. Number, Tenure and Qualifications. The number of
Directors of the corporation shall be __________ (__). Each Director shall hold
office until the next annual meeting of shareholders and until his successor shall
have been elected and qualified. Directors may be re-elected. The Directors need
not be a resident 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
additional regular meetings without other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or 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 given 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 delivered 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 delivered to the telegraph company.
Any Director may waive notice of any meeting. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the transaction
Name corporate offices
of the corporation, such
as President, Vice-
President and Secretary/Treasurer. Information in [ ] is
example.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 fixed 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 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 fixed 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 corporation who is
present 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 action with the person acting as Secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail to
the Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
SECTION 10. Informal Action by Board of Directors. Unless otherwise
provided by law, any action required to be taken at a meeting of the Directors, or
any other action which may be taken at a meeting of the Directors, 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 filed with the corporate
records reflecting the action taken.
ARTICLE IV. OFFICERS SECTION 1. Number. The officers 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 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 corporation
to be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at such
meeting, such election shall be held 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 death,
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 executive
officer of the corporation and, subject to the control of the Board of Directors,
shall in general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors. He may sign certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed except in cases where the
signing 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 otherwise signed or executed; and in general shall
perform all duties incident to the office 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 purpose; (b) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the corporation is affixed
to all documents, the execution of which on behalf of the corporation under its seal
is duly authorized; (c) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (d) keep a register of the post
office address of each shareholder which shall be furnished to the 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 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 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 benefits, 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 DEPOSITSSECTION 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
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 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 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. Certificates for Shares . Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the Secretary
or by such other officers authorized by law and by the Board of Directors so 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 the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares shall have been surrendered
and canceled, except that in case of a lost, destroyed or mutilated certificate, a new
one may be issued therefor upon such terms and indemnity to the corporation as
the Board of Directors may prescribe.
SECTION 2. Transfer of Shares . Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation, and on surrender for
cancellation of the certificate of such shares, and also, any transfer is subject to the
limitations 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 fiscal year of the corporation shall begin on the 1st day of January and
end on the 31st day of December in each year. ARTICLE VIII. DIVIDENDS The Board of Directors may from time to time declare, and the 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 poration under the provisions of
these By-Laws or under the provisions 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 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 share -
holders notwithstanding that these By-Laws may also be amended or repealed by
the Board of Directors.
InstructionsName of CorporationName of IncorporationState of IncorporationState of IncorporationState of IncorporationName and address of
directorsForm 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 Alabama business
corporation, at an annual meeting thereof and pursuant to the laws of the State of
Alabama relating to Corporations, which provide that any action required or permitted
to be taken at an annual Shareholders' or Board of Directors' meeting of a
______________ business Corporation. 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 Alabama 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 qualified: Name Address____________________ ________________________ ________________________ ________________________ ________________________ ______________________ ________________________ ________________________ ________________________ ________________________ _______________________________________________ ________________________ ________________________ ________________________
Name of Officers electedName of corporationDate of meetingSignatures of shareholders and directorsApproval 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, ratified and
approved.Election of Officers:RESOLVED, that each of the following persons are hereby elected to serve as an
officer of the Corporation, to hold the office or offices set forth opposite their
respective names until the first annual meeting of the Board of Directors, until
their earlier resignation or removal, or until their successors are duly elected and
qualified: Office 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, ratified 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 official minutes of the Corporation to be
filed 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 BOARD OF
DIRECTORS OF _____________________________ DO HEREBY EXPRESSLY
CONSENT TO THE FOREGOING RESOLUTIONS AS BEING THE JOINT
ACTIONS OF THE SHAREHOLDERS AND, TO BE EFFECTIVE AS OF
_____________________________. _________________________________ _________________________________ Shareholder and Director __________________________________________________________________ Shareholder and Director
Secretary signature __________________________________________________________________ Shareholder ATTEST:___________________________________________________, Secretary
InstructionsName of CorporationName of Corporation and
State of IncorporationDate of Meeting
and timeAddress of MeetingPurpose of MeetingDate of NoticeSignature of SecretaryForm 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 Alabama corporation
is called for the ______ day of ____________, 20__, at 6:00 p.m., to be
held at the following address:__________________________ __________________________ Alabama 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
InstructionsName of CorporationName of Corporation and
State of IncorporationDate of Meeting
and timeAddress of MeetingPurpose of MeetingDate of NoticeSignature of SecretaryForm 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 Alabama corporation is called for the ______ day of ____________, 20__, at 6:00 p.m., to be held at the following address:__________________________ __________________________ Alabama 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
InstructionsName of CorporationName of Corporation and
State of IncorporationDate of Meeting
and timeAddress of MeetingPurpose of MeetingDate of NoticeSignature of SecretaryForm 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 Alabama corporation is called for
the ______ day of ____________, 20__, at 6:00 p.m., to be held at the following
address:__________________________ __________________________ AlabamaThe 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
InstructionsName of CorporationName of Corporation and
State of IncorporationDate of Meeting
and timeAddress of MeetingPurpose of MeetingDate of NoticeSignature of SecretaryForm 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 Alabama corporation is called for
the ______ day of ____________, 20__, at 6:00 p.m., to be held at the following
address:__________________________ __________________________ Alabama 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
InstructionsName of CorporationName of Corporation and
State of IncorporationDescribe action takenDate of MeetingSignature of ShareholdersSignature of SecretaryForm 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 Alabama 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
InstructionsName of CorporationName of Corporation and
State of IncorporationDescribe action takenDate of MeetingSignature of DirectorsSignature of SecretaryForm 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 Alabama 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
InstructionsName of CorporationName of Corporation and
State of IncorporationDescribe action takenDate of MeetingSignature of Directors and ShareholdersSignature of SecretaryForm 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 Alabama 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___. ___________________________ ______________________________ ShareholderDirector___________________________ ______________________________ ShareholderDirector___________________________ ______________________________ ShareholdersDirectorAttest:_________________________ Secretary
InstructionsName of CorporationName of Corporation and
State of IncorporationDate of MeetingAddress of MeetingDate of MeetingSignature of DirectorsForm 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
Alabama 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
InstructionsName of CorporationName of Corporation and
State of IncorporationDate of MeetingAddress of meetingDate of WaiverSignatures of shareholdersForm 12:Waiver of Notice by Shareholders Waiver of Notice of Meeting by the Shareholders OF _________________________________ The undersigned, being all the shareholders of _________________________, a
Alabama 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 InstructionsName of IncorporatorName of CorporationEffective date of resignation, such as date of meeting.Signature of incorporatorForm 13:Resignation by Incorporator RESIGNATION OF INCORPORATOR I, the undersigned _________________, do hereby resign as
incorporator of _____________________________, a Alabama
corporation, and effective __________________________. ______________________________ Incorporator
Form InstructionsName of DirectorName of CorporationEffective date of resignation, such as date of meeting.Signature of DirectorForm 14:Resignation by Director RESIGNATION OF DIRECTOR I, the undersigned _________________, do hereby resign as
director of _____________________________, a Alabama corporation,
effective __________________________. ______________________________ Director
InstructionsName of OfficerOffice of OfficerName of CorporationEffective date of resignation, such as date of meeting.Signature of OfficerForm 15: Resignation of Officer RESIGNATION OF OFFICER I, the undersigned _________________, do hereby resign as
__________________ of _____________________________, a Alabama
corporation, effective __________________________. ______________________________ OfficerOffice Held:______________________
Stock Transfer Ledger
Name and Residence Address of StockholderDate of TransferCertificate IssuedNumber of
SharesAmount PaidSubsequent TransferShow on separate line
Stock Certificate
No. _____ Shares: ___This Certificate, certifies that ________________, is the true and lawful owner
and holder of ______ common shares of ______________, a Alabama
Corporation. Such shares are transferable only by the holder hereof, or by an
authorized attorney in fact.This certificate is issued by the Corporation by its duly authorized officers of the
Corporation on this the ____ date of _________, 20___.__________________ ____________________ PresidentSecretary Incorporated in the State of Alabama
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/
