HI-PC-BL SAMPLE BY-LAWS HAWAII PROFESSIONAL CORPORATION Modify to suit your needs.
InstructionsName of CorporationName of CorporationProvide address of principal office and
registered office. These can be the
same address.Name any date
you desire for
annual meeting.Year of first
meeting after organization meeting. BY-LAWS OF ARTICLE I. NAME AND LOCATION SECTION 1. The name of this Hawaii Professional Corporation (“the
corporation”) shall be .SECTION 2. The Principal office of the cor poration in the State of Hawaii shall
be , , Hawaii and its
initial registered office in the State of Hawaii shall be
, Hawaii. The corporation may have such other offices,
either within or without the State of Hawaii 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 shareholders shall be
held on the 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
Hawaii, 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.
(A) At the annual meeting of shareholders, or the meeting held in lieu of it, every
corporation, except a banking corporation, shall lay before the shareholders financial
statements, which may be consolidated, consisting of: (1) A balance sheet containing a summary of the assets, liabilities, stated
capital, if any, and surplus (showing separately any capital surplus arising from
unrealized appreciation of assets, other capital surplus, and earned surplus) as of the end
of the corporation's most recent fiscal year, except that, if consolidated financial
statements are laid before the shareholders, the consolidated balance sheet shall show
separately or disclose by a note the amount of consolidated surplus that does not
constitute earned surplus of the corporation or any of its subsidiaries and that is not
classified as stated capital or capital surplus on the consolidated balance sheet; (2) A statement of profit and loss and surplus, including a summary of
profits, dividends or distributions paid, and other changes in the surplus accounts, for the
period commencing with the date marking the end of the period for which the last
preceding statement of profit and loss required under this section was made and ending
with the date of the balance sheet or, in the case of the first statement of profit and loss,
for the period commencing with the date of incorporation of the corporation and ending
with the date of the balance sheet. (B) The financial statements shall have appended to them an opinion signed by
the president or a vice-president or the treasurer or an assistant treasurer of the
corporation or by a public accountant or firm of public accountants to the effect that the
financial statement presents fairly the financial position of the corporation and the results
of its operations in conformity with generally accepted accounting principles applied on
a basis consistent with that of the preceding period, or to the effect that the financial
statements have been prepared on the basis of accounting practices and principles that are
reasonable in the circumstances. (C) Upon the written request of any shareholder made prior to the date of the
meeting described in division (A) of this section, the corporation shall mail a copy of the
financial statements laid or to be laid before the shareholders at the meeting to the
shareholder on or before the later of the following: (1) The fifth day after the receipt of the written request; (2) The earlier of the following: (a) The fifth day before the date of the meeting; (b) The fifth day after the expiration of four months from the date
of the balance sheet described in division (A)(1) of this section.SECTION 2. Special Meeting. Special meetings of the share holders, for any
purpose or purposes, may be called as provided in Section 2A below. Only business
within the purpose or purposes described in the meeting notice required by Article II,
Section 5 of these By-Laws may be conducted at a special shareholders meeting. In
addition, such meeting may be held at any time without call or notice upon unanimous
consent of shareholders.
SECTION 2A. Calling Meetings. (A) Meetings of shareholders may be called by any of the following: (1) The chairman of the board, the president, or, in case of the president's
absence, death, or disability, the vice-president authorized to exercise the authority of the
president; (2) The directors by action at a meeting, or a majority of the directors
acting without a meeting; (3) Persons who hold ten per cent of all shares outstanding and entitled to
vote thereat, unless the articles or the regulations specify for such purpose a smaller or
larger proportion but not in excess of fifty per cent; (4) Such other officers or persons as the articles or the regulations
authorize to call such meetings. (B) Meetings of shareholders may be held either within or without this state if so
provided in the articles or the regulations. In the absence of any such provision, all
meetings shall be held at the principal office of the corporation in this state.SECTION 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Hawaii 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 Hawaii, 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 Hawaii.
SECTION 4. Notice of Meeting. Written or printed notice stating the place, day
and hour of the meeting shall be delivered not less than seven (7) 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 shareholders 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 sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action, requiring such determination of share-
holders, is to be taken. If the stock transfer books are not closed and no record date is
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 prime 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 repre-
sented, 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. No shareholder shall enter into a voting trust agreement or
any other type agreement vesting another person with the authority to exercise the voting
power of any or all of that person's stock. No proxy may be voted except by a
shareholder of the corporation.
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.
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 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. No shareholder shall enter into a voting trust agreement or any other type
agreement vesting another person with the authority to exercise the voting power of any
or all of that person's stock. SECTION 11. Informal Action by Shareholders. Any action required to be taken
at a meeting 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 in accordance with Hawaii Code. The attendance of any
shareholder at any meeting without protesting, prior to or at the commencement of the
meetings, the lack of proper notice shall be deemed waived by him or her of notice of
such meeting.
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.
SECTION 13. Limitation on Issuance and Transfer of Ownership of Stock. No
one may be issued stock in the corporation other than a professional corporation, a
professional limited liability company, or an individual who is duly licensed or otherwise
legally authorized to practice in the State of Hawaii.
SECTION 14. Alienation of Shares and Ownership Interests and Restrictions on
Ownership. No shareholder may sell or transfer her or his shares in the corporation
except to another professional corporation, professional limited liability company, or
individual, each of which must be eligible to be a shareholder of such corporation.
Must be at least
one director. 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. Each Director must be a shareholder and must be
licensed to practice in the State of Hawaii.
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 provide,
by resolution, the time and place for the holding of additional regular meetings without
other notice than such resolu tion.
SECTION 4. Special Meetings . Special meetings of the Board of Directors may
be called by or at the request of the chairman of the Board, the president of the
Corporation, any vice-president or any two directors. 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 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
Name corporate offices. You should have at least a President and a Secretary. The same person
may hold more
than one office.from serving the corporation in any other capacity and receiving compensation therefor. SECTION 9. Presumption of Assent. A Director of the corpora tion 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 Secre tary 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 in accordance with the provisions of Hawaii Statutes. The attendance of any
director at any meeting without protesting, prior to or at the commencement of the
meeting, the lack of proper notice shall be deemed to be a waiver by the director of
notice of such meeting.
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. Each officer of the corporation must be a shareholder and must be
licensed to practice in the State of Hawaii.
SECTION 2. Election and Term of Office; Qualifications. 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 custody of and be
responsible for all funds and securities of the corporation, receive and give receipts for
monies due and payable to the corporation from any source whatsoever, and deposit all
such monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accord ance with the provisions of Article V of these
By-Laws; and (g) in general perform all of the duties incident to the 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 DEPOSITS SECTION 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the 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 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 determined 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 TRANSFERSECTION 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 therefore upon such terms and indem nity 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 corporation 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 shareholders notwithstanding that these By-Laws
may also be amended or repealed by the Board of Directors. ARTICLE XII. OTHER PROVISIONS If any member, officer, shareholder, agent, or employee of the corporation who
has been licensed to practice law becomes legally disqualified to practice or accepts employment that, pursuant to existing law, places
restrictions or limitations upon that person's continued rendering of
services, that person shall sever all employment with and financial interests in the
corporation forthwith.
The corporation shall not engage in any business other than practice of
, provided, however, that the corporation may invest its funds in
real estate, mortgages, stocks, bonds, or any other type of investments, and may own real
or personal property necessary for the practice of .
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