CORPORATION RECORD
MAINTENANCE PACKET
Forms included:
Form
Number
Form Title Comments:
1 Organizational Minutes Minutes for Initial Meeting of
Shareholders and Directors
2 By -Laws By -Laws to adopt at initial
meeting
3 Annual Minutes of Joint Meeting of
Shareholders and Directors
Adopt these yearly
4 Notice of Special Meeting of Directors
5 Notice of Annual Meeting of Directors
6 Notice of Special Meeting of Shareholders
7 Notice of Annual Meeting of Shareholders
8 Blank Resolution form for Shareholders
9 Blank Resolution form for Directors
10 Blank Resolution form for Joint Action of
Shareholders and Directors
11 Waiver of Notice of Meeting by Directors
12 Waiver of Notice of Meeting by
Shareholders
13 Resignation of Incorporator
14 Resignation of Director
15 Resignation of Officer
Stock Transfer Ledger
Stock Certificate
Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious
legal matters. The information and forms co ntained herein are not legal advice and are not to be
construed as such. Although the information contained herein is believed to be correct, no warranty of
fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Discla imer and
License located at http://www.uslegalforms.com/ disclaimer.htm
Instructions
Name of Corporation
Name of Corporation
State of Incorporation
Name and Address of
Directors. Must have
at least one.
Form 1: Minutes for Organizational Meeting
MINUTES OF JOINT ORGANIZATIONAL ACTIONS TAKEN
BY THE
INCORPORATORS, SHAREHOLDERS AND BOARD OF DIRECTORS
OF
_____________________________________
A Florida Corporation
These Minutes describe certain joint organizational actions taken by the
Incorporators, Shareholders and the Board of Directors of
_________________________________________, a Florida business
corporation, at an organizational meeting thereof and pursuant to laws of the
State of Florida 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, t he 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, pl ace and purpose of,
(ii) call of, and (iii) the necessity of organi za tional, Shareholders' and Board of
Directors' meetings thereof and unanimously and severally and collectively adopt
the following Acts and Resolutions as being the joint organizational actions of the
Incorporators, Shareholders and Board of Directors, as if in a meeting duly
assembled:
Election of Directors:
RESOLVED, that each of the following persons are hereby elected to
serve as a member of the Board of Directors of the Corporation , and to
hold said position until the next annual meeting of the Board of Directors
or until the earlier of their resignation or removal, or until their respective
successors shall be duly elected and qualified:
Name Address
______________________ __ ________________________
________________________
________________________
________________________
______________________ ________________________
________________________
________________________
________________________
_______________________ ________________________
________________________
________________________
________________________
State Name
If the incorporator is
not a director or
shareholder,
resignation is usually
made.
Provide date articles
filed
State of Incorporation
Name 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 Florida and
thereby incorporated the Corporation, be and they are hereby accepted,
ratified and approved.
Resignation of Inco rporator :
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
Corpora tion, which have been presented to and reviewed by each director
of the Corporation, are hereby approved, duplicate originals of such
Articles of Incorporation havin g been filed on
______________________, with the appropriate State agency of the State
of Florida 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 Corporat ion, and a copy of such by -laws is
hereby directed to be inserted in the minute book of the Corpora tion and
is incorporated by reference herein.
Election of Officers :
RESOLVED, that each of the following persons are hereby elected to
serve as an offic er 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 inci dent to and necessary for the
incorpora tion and organi za tion of the Corporation and that the officers of
the Cor poration are hereby auth orized and directed to take and per form
any and all other actions and to sign any and all docu ments necessary or
inci dental to the completion of the organ iza tion of the Corporation.
Adoption of Corporate Seal :
RESOLVED, that the seal containing the name of the Corpora tion, an
impression of which is 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 beg in 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 di rector 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 C orporation 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, t he 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 ($1.0 0)] 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
Art icles need not be
issued at this time.
Name of Corporation
Name of Corporation
Name Shares Consideration
_____________________ ______ ______________
_____________________ ______ ______________
_________________ ____ ______ ______________
Election of "S Corporation" Status :
WHEREAS, the directors and stockholders of the Corpora tion have been
advised of the advantages to the stock holders of the Corporation if the
Corporation elects to be taxed as an "S Corpor ation" pursuant to Sections
1361 through 1379 of the Internal Revenue Code of 1986, as amended;
THEREFORE, BE IT RESOLVED, that the Corporation does hereby
ele ct to be taxed as an "S Corporation" pursuant to Sections 1361 through
1379 of the Internal Revenue Code of 1986, as amended, for the current
and succeeding tax years of the Cor poration;
BE IT RESOLVED FURTHER, that such election be made and filed by
the Corporation, together with the consents of its stock holders, within the
time period specified and permitted by statute, and the officers of the
Corpora tion are hereby authorized and directed, for and on behalf of the
Corpora tion, to execute and file su ch 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; and
WHEREAS, the Directors desire to qualify the Corpora tion's stock as
Section 1244 stock;
IT IS, THEREFORE, RESOLVED, that ____________________ ___
hereby adopts a plan to have its stock 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; and
RESOLVED FURTHER, that the officers o f this Corporation shall take
such action as is necessary to carry this plan into effect and especially to
Name corporate bank
City and State
Name one or more
persons to sign checks.
If two signatures are
required on all checks
change “or” to
“and”.
keep such records as are required by the Internal Revenue Service.
Authorization for Opening Bank Account :
RESOLVED, that ____________________, ___ ___________,
______________, shall be the depository in which the funds of the
Corpora tion shall be deposited.
BE IT RESOLVED FURTHER, that the appropriate officers of the
Corporation shall be, and hereby are, authorized to open a bank account or
account s at said bank in the name of, and on behalf of, the Corporation,
for the deposit of funds belong ing to the Corporation.
BE IT RESOLVED FURTHER, that all checks drawn on such bank
account or accounts shall be signed by _______________________ or
________________________.
BE IT RESOLVED FURTHER, that the Board of Directors hereby adopts
the form resolution of said bank (as c ompleted) which appears in the form
which is attached hereto and incorpor ated 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
Corporatio n and to furnish copies of this resolution to the said bank upon
its request.
Borrowing :
RESOLVED, that only the duly elected officers of the Corpor ation, 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 Presid ent 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; and
RESOLVED FU RTHER, that the President of the Corporation is hereby
authorized to pay all employees and workers of the Corporation such
salary, wage and other compensation as she shall deem appropriate from
time to time; and
RESOLVED FURTHER, that the President of the Corporation shall have
full power and authority to conduct all aspects of day -to-day operations of
the Corporation's business as she deems justified and appropriate.
Name of Corporation
Date of meeting or
effective date
Name and Signature of
Incorporator,
Directors and
shareholders. Add
blanks if necessary
Signature of Secretary
or Secretary of
Corporation
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 INCORPORATORS, SHAREHOLDERS AND
DIRECTORS, BEING ALL THE SHAREHOLDERS ENTI TLED 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 ORGANIZA TIONAL
ACTIONS OF THE INCORPORATO RS, SHARE HOLDERS AND
DIRECTORS OF SUCH CORPORATION TO BE EFFECTIVE AS OF
_____________________________.
_________________________________
___________________, Incorporator
_________________________________
____________________________ _____
Shareholder and Director
_________________________________
_________________________________
Shareholder and Director
_________________________________
_________________________________
Shareholder
ATTEST:
____________ __________________
_____________________, Secretary
Instructions
Name of Corporation
Name of Corporation
Provide address of
principal office and
registered office. These
can be the same address.
State of Incorporation
Name any date you
desire for annual
meeting.
Year of first meeting
after organization
meeting.
State of Incorporation
Form 2: By -Laws
BY -LAWS
OF
_____________________________
ARTICLE I. NAME AND LOCATION
SECTION 1. The name of this corporation shall be
___________________________
SECTION 2. The Principal office of the cor poration in the State of Florida
shall be ___________________________, Florida, _______________________
and its initial registered office in the State of Florida shall be
___________________________, Florida . T he corpora tion may have such other
offices, either within or without the State of Florida 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 tran saction 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 Florida, such meeting shall be held
on the next succeeding busi ness day. If the election of Directors shall n ot be held
on the day desig nated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as convenient.
SECT ION 2. Special Meeting . Special meetings of the share holders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called by
resolution of the Board of Directors or by the President at the request of the
holders of not less than a majority of all the outstanding shares of the corporation
entitled to vote on any issue proposed to be con sidered at the meeting, provided
said shareholders sign, date and deliver to the corporate secretary one or more
written demands for the meeting des cribing 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, s uch meeting may be held at any time
without call or notice upon unanimous consent of shareholders.
SECTION 3. Place of Meeting . The Board of Directors may designate
State of Incorporation
State of Incorporation
State of Incorporation
any place, either within or without the State of Florida 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
Florida, unles s 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
Florida.
SECTI ON 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 purpos e 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 ac tion, requiring such determination of
share holders, 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 shareholde rs 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 determinatio n of shareholders. When a
determina tion of shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determi nation shall apply to any
adjournment thereof.
SECTION 6. Shareholders' List . After fixing a record date, the officer or
agent having charge of the share ledger of the cor poration shall prepare an
alphabetical list of all persons entitled to notice and to represent shares at such
meeting, or any adjournment thereof, and said list shall be arr anged by vot ing
group and shall show the address of and the number of shares held by each
shareholder or representative. The share holders' list shall be available for
inspection and copying during usual business hours by any shareholder beginning
two (2 ) business days after notice of the meeting is given for which the list was
pre pared and continuing through the meeting, at the cor poration's principal office
or at a place identified in the meet ing notice. Such list shall be available during
the meeti ng and any share holder, his agent or attorney is entitled to inspect the list
at any time during the meeting or any adjournment thereof. The ori ginal stock
transfer book shall be prima facia evidence as to who are the shareholders entitled
to examine su ch list or trans fer book or to vote at any meeting of shareholders.
SECTION 7. Quorum . A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholder s. If less than a majority of the shares are
represented at a meet ing, a majority of the shares so represented may adjourn the
meet ing from time to time without further notice. At such adjourned meeting in
which a quorum shall be present or repre sente d, 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 with drawal of enough shareholders to leave less
than a quorum.
SECTION 8. Proxies . At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the share holder or by his duly authorized
attorney -in-fact. Such proxy shall be filed with the Secre tary 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 co rporation may determine.
Shares held by an administrator, executor, guardian or con servatory may
be voted by him either in person or by proxy, with out a transfer of such shares into
his name. Shares standing in the name of a trustee may be voted by hi m, 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 contr ol of a receiver may be voted by such
receiver without the transfer there of into his name if authority so to do be
contained in appro priate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entit led to vote such
shares until the shares have been trans ferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciar y capacity shall not be voted, directly or indirectly, at any meeting, and
Provide number of
directors
.
shall not be counted in deter mining the total number of outstanding shares at any
given time.
SECTION 11. Informal Action by Shareholders . Unless other wise
provided by law, an y 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 t he shareholders entitled to vote with respect to the
subject matter thereof.
SECTION 12. Cumulative Voting . Unless otherwise provided by law, at
each election for Directors every shareholder entitled to vote, in person or by
proxy, shall have the right to vote at such election the number of shares owned by
him for as many per sons as there are Directors to be elected and for whose
election he has a right to vote, or to cumulate his votes by giving one candidate as
many votes as the number of such Direct ors multi plied by the number of his shares
shall equal, or by distributing such votes on the same principle among any number
of candidates.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers . The business and 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 resi dent of this state or a shareholder.
SECTION 3. Regular Meetings . A regular meeting of the Board of
Directors shall be held without other notice than this By -Law immediately after,
and at the same place as the annual meeting of shareholders. The Board of
Directors may also pro vide, by resolution, the time and place for the holding of
addi tional regular meeting s without other notice than such resolu tion.
SECTION 4. Special Meetings . Special meetings of the Board of
Directors may be called by or at the request of the President or any Director. The
person or persons authorized to call spe cial meetings of th e 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 person ally given or mailed to each
Director at his business address, or by telegram. If mailed, such notice shall be
deemed to be deli vered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, su ch notice shall be
deemed to be delivered when the telegram is deli vered to the telegraph company.
Any Director may waive notice of any meeting. The attendance of a Director at a
meeting shall con stitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened, and does
Name corporate offices
of the corporation, such
as President, Vice -
President and
Secretary/Treasurer.
Information in [ ] is
example.
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 Direct ors 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 cor por ation who is
present at a meeti ng of the Board of Directors at which action on any corporate
matter is taken shall be pre sumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such acti on with the person acting as Secre tary of the meeting
before the adjournment thereof or shall for ward such dissent by registered mail to
the Secretary of the cor poration immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
SECTION 10. Informal Action by Board of Directors . Unless otherwise
provided by law, any action required to be taken at a meeting of the Directors, or
any other action which may be taken at a meeti ng 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. O FFICERS
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 assistan t 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
Dir ectors 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 s hall 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 Dir ectors.
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 Directo rs 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 othe rwise 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.
SEC TION 7. Secretary -Treasurer . The Secretary -Treasurer shall: (a) keep
the minutes of the shareholders and of the Board of Directors meetings in one or
more books provided for the pur pose; (b) be custodian of the corporate records
and of the seal of the c orporation 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 -La ws 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 comp anies or other depositories as
shall be selected in accord ance with the provisions of Article V of these By -Laws;
and (g) in general perform all of the duties incident to the 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 sh all 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 th at
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 con tract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or 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 spe cific instances.
SECTION 3. Checks, Drafts, etc . All checks, drafts, or other orders for
the payment of money, notes or other ev idences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or agents
of the cor poration and in such manner as shall from time to time be deter mined by
resolution of the Board of Directors.
SECTION 4 . Deposits . All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation in
such banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VI. CERTIFICATES FO R SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares . Certificates repre senting 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 a re
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 cer tificate shall be issued
until the fo rmer certificate for a like number of shares shall have been surrendered
and canceled, except that in case of a lost, destroyed or mutilated certifi cate, a new
one may be issued therefor upon such terms and indem nity to the corporation as
the Board of Di rectors may pre scribe.
SECTION 2. Transfer of Shares . Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder of
record thereof or by his legal repre sentative, who shall furnish proper e vidence of
authority to transfer, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the cor pora tion, and on surrender for
cancellation of the certificate of such shares, and also, any transfer is s ubject to the
limita tions set forth in the Articles of Incorporation, reference to which is hereby
made. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
ARTICLE VII. FISCAL YEAR
The 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 Direc tors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation and
the state of incorporation and the words "Corporate Seal."
ARTICLE X. WAIVER OF NOTICE
Unless otherwise provided by law , whenever any notice is required to be
given to any shareholder or Director of the cor por ation under the provisions of
these By -Laws or under the pro visions of the Articles of Incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be equiva lent to the giving of such
notice.
ARTICLE XI. AMENDMENTS
These By -Laws may be altered, amended or repealed and new By -Laws
may be adopted by a majority vote of t he Board of Direc tors at any annual Board
of Directors meeting or at any special Board of Directors meeting when the
proposed amendment has been set out in the notice of such meeting. These By -
Laws may also be altered, amended or repealed by a majority v ote of the share -
holders notwithstanding that these By -Laws may also be amended or repealed by
the Board of Directors.
Instructions
Name of Corporation
Name of Incorporation
State of Incorporation
State of Incorporation
State of Incorporation
Name and address of
directors
Form 3: Annual Minutes for Shareholders and Directors
MINUTES OF ANNUAL ACTIONS TAKEN
BY THE
SHAREHOLDERS AND BOARD OF DIRECTORS OF
_____________________________________
IN LIEU OF AN ANNUAL MEETING THEREOF
These Minutes describe certain annual actions taken by the Shareholders and the Board
of Directors of _________________________________________, a Florida business
corporation, at an annual meeting thereof and pursuant to the laws of the State of Florida
relating to Corporations, which provide that any action required or permitted to be taken
at an annual Share holders' or Board of Directors' meeting of a ______________
business Corporation.
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 Florida relating to corporations. Therefore, the undersigned,
Shareholders and Direct ors, 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 Sharehol ders' 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 elected
Name of corporation
Date of meeting
Signatures of
shareholders and
directors
Approval of Actions by Directors:
RESOLVED, that the actions of Board of Di rectors 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 SHARE HOLDERS AND, TO BE EFFECTIVE AS OF
_____________________________.
_________________________________
_________________________________
Shareholder and Director
_________________________________
_________________________________
Shareholder and Director
Secretary signature
_________________________________
_________________________________
Shareholder
ATTEST:
______________________________
_____________________, Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Date of Meeting
and time
Address of Meeting
Purpose of Meeting
Date of Notice
Signature of
Secretary
Form 4: Notice of Special Meeting of Directors
Notice of Special Meeting of Directors
OF
______________________________
Pursuant to the By -Laws of the Corporation, a special meeting of
the Directors of _________________________, a Florida corporation is
called for the ______ day of ____________, 20__, at 6:00 p.m., to be
held at the following address:
_____________________ _____
__________________________
Florida
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 speci al meeting.
__________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Date of Meeting
and time
Address of Meeting
Purpose of Meeting
Date of Notice
Signature of
Secretary
Form 5: Notice of Annual Meeting of Directors
Notice of Annual Meeting of Directors
OF
_________________________________
Pursuant to the By -Laws of the Corporation, a annual meeting of the Directors of
_________________________, a Florida corporation is called for the ______ day of
____________, 20__, at 6:00 p.m., to be held at the following address:
______________________ ____
__________________________
Florida
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 a nd correct copy of this Notice to the address
of each Director on the records of the Corporation at least 10 days prior to such special
meeting.
__________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Date of Meeting
and time
Address of Meeting
Purpose of Meeting
Date of Notice
Signature of
Secretary
Form 6: Notice of Special Meeting of Shareholders
Notice of Special Meeting of Shareholders
OF
______________________________
Pursuant to the By -Laws of the Corporation, a special meeting of the
Shareholders of _________________________, a Florida corporation is called for
the ______ day of ____________, 20__, at 6:00 p.m., to be held at the following
address:
__________________ ________
__________________________
Florida
The Purpose of the meeting is to:
_______________________________________________
This Notice given on this the _________ day of ___________, 20___, by the
Secretary of the Corporation at the direction of the Board of Directors, by mailing a
true and correct copy of this Notice to the address of each shareholder on the records
of the Corporation at least 10 days prior to such special meeting.
__________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Date of Meeting
and time
Address of Meeting
Purpose of Meeting
Date of Notice
Signature of
Secretary
Form 7: Notice of Annual Meeting of Shareholders
Notice of Annual Meeting of Shareholders
OF
______________________________
Pursuant to the By -Laws of the Corporation, an annual meeting of the
Shareholders of _________________________, a Florida corp oration is called for
the ______ day of ____________, 20__, at 6:00 p.m., to be held at the following
address:
__________________________
__________________________
Florida
The Purpose of the meeting is to conduct annual business of the corporation
and:
_______________________________________________
This Notice given on this the _________ day of ___________, 20___, by the
Secretary of the Corporation at the direction of the Board of Directors, by mailing a
true and correct copy of this Notice to the address of each shareholder on the records
of the Corporation at least 10 days prior to such special meeting.
__________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Describe action
taken
Date of Meeting
Signature of
Shareholders
Signature of
Secretary
Form 8: Blank Resolution form for Shareholders
Resolution of the Shareholders
OF
_________________________________
Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the
Shareholders of _________________________, a Florida corporation, upon motion duly
made and seconded, the following resolution was adopted by a majority of the shareholders,
present in person or be proxy, entitled to vote thereon:
RESOLVED by the Shareholders of the Corporation as follows:
________________________________________________________________
_________________________________ _______________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
_____________________ ___________________________________________
_______________________________________________
Dated this the ______ day of ___________, 20___.
______________________________
Shareholder
______________________________
Shareholder
______________________________
Shareholder
Attest:
_________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Describe action
taken
Date of Meeting
Signature of
Directors
Signature of
Secretary
Form 9: Blank Resolution form for Directors
Resolution of the Directors
OF
_________________________________
Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the
Directors of _________________________, a Florida corporation, upon motion duly made
and seconded, the following resolution was adopted by a majority of the Directrors present i n
person entitled to vote thereon:
RESOLVED by the Directors of the Corporation as follows:
________________________________________________________________
________________________________________________________________
__________________________ ______________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
______________ _________________________________
Dated this the ______ day of ___________, 20___.
______________________________
Director
______________________________
Director
______________________________
Director
Attest:
_________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Describe action
taken
Date of Meeting
Signature of
Directors and
Shareholders
Signature of
Secretary
Form 10: Blank Resolution form for Joint Actions of Directors and Shareholders
Joint Resolution of the Directors and Shareholders
OF
_________________________________
Pursuant to Notice or Waiver of Notice, at a regular or special or annual meeting of
the Directors and Shareholders of _________________________, a Florida corporation,
upon motion duly made and seconded, the following resolution was adopted by a majority of
the Directors present in person and majority of Shar eholders, in person or by proxy, entitled
to vote thereon:
RESOLVED by the Directors and Shareholders of the Corporation as follows:
________________________________________________________________
_____________________________________________________ ___________
________________________________________________________________
________________________________________________________________
________________________________________________________________
_________________________________________ _______________________
_______________________________________________
Dated this the ______ day of ___________, 20___.
___________________________ ______________________________
Shareholder Director
___________________________ ______________________________
Shareholder Director
___________________________ ______________________________
Shareholders Director
Attest:
_________________________
Secretary
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Date of Meeting
Address of Meeting
Date of Meeting
Signature of
Directors
Form 11: Waiver of Notice of Meeting by Directors
Waiver of Notice of Meeting by the Directors
OF
_________________________________
The undersigned, being all the directors of _________________________, a Florida
corporation, hereby waive notice of the special or annual meeting of the directors to be held
on the _______ day of ___________, 2000, at _ _________, which meeting shall be held at
the following address:
_______________________________________________________________
________________________________________________________________
_________________________________________________________ _______
Dated this the ______ day of ___________, 20___.
______________________________
Director
______________________________
Director
______________________________
Director
Instructions
Name of
Corporation
Name of
Corporation and
State of
Incorporation
Date of Meeting
Address of meeting
Date of Waiver
Signatures of
shareholders
Form 12: Waiver of Notice by Shareholders
Waiver of Notice of Meeting by the Shareholders
OF
_________________________________
The undersigned, being all the shareholders of _________________________, a
Florida corporation, hereby waive notice of the special or annual meeting of the sharehol ders
to be held on the _______ day of ___________, 2000, at __________, which meeting shall
be held at the following address:
_______________________________________________________________
_______________________________________________________________ _
________________________________________________________________
Dated this the ______ day of ___________, 20___.
______________________________
Shareholder
______________________________
Shareholder
______________________________
Shareholder
Form
Instructions
Name of Incorporator
Name of Corporation
Effective date of
resignation, such as
date of meeting.
Signature of
incorporator
Form 13: Resignation by Incorporator
RESIGNATION OF INCORPORATOR
I, the undersigned _________________, do hereby resign as
incorporator of _____________________________, a Florida
corporation, and effective __________________________.
______________________________
Incorporator
Form
Instructions
Name of Director
Name of Corporation
Effective date of
resignation, such as
date of meeting.
Signature of Director
Form 14: Resignation by Director
RESIGNATION OF DIRECTOR
I, the undersigned _________________, do hereby resign as
director of _____________________________, a Florida corporation,
effective __________________________.
______________________________
Director
Instructions
Name of Officer
Office of Officer
Name of Corporation
Effective date of
resignation, such as
date of meeting.
Signature of Officer
Form 15: Resignation of Officer
RESIGNATION OF OFFICER
I, the undersigned _________________, do hereby resign as
__________________ of _____________________________, a Florida
corporation, effective __________________________.
______________________________
Officer
Office Held:______________________
Stock Transfer Ledger
Name and Residence
Address of Stockholder
Date of
Transfer
Certificate
Issued
Number of
Shares
Amount Paid Subsequent
Transfer
Show on
separate line
Stock Certificate
No. _____ Shares: ___
This Certificate, certifies that ________________, is the true and lawful owner
and holder of ______ common shares of ______________, a Florida
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___.
_____
