KY -PC -BL
SAMPLE BY -LAWS
KENTUCKY PROFESSIONAL SERVICE CORPORATION
Modify to suit your needs.
Instructions
Name of Corporation
Name of Corporation
Provide 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
BY -LAWS
OF
ARTICLE I. NAME AND LOCATION
SECTION 1. The name of this Kentucky Professional Service Corporation
(“the corporation”) shall be .
SECTION 2. The Principal office of the cor poration in the State of
Kentucky shall be ,
, KY and its initial registered
office in the State of Kentucky shall be
, Kentucky. The corpora tion
may have such other offices, either within or without the State of Kentucky 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 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 Kentucky, such meeting shall be
held on the next succeeding busi ness day. If the election of Directors shall not 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.
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 majori ty 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 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 mee ting 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
any place, either within or without the State of Kentucky unless otherwise
prescribed by statu te 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 Kentucky, unless other wise 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 Kentucky.
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 th e 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. Closi ng 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 sto ck 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) day s
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
vo te 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
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 a djournment thereof, and said list shall be arranged 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 busi ness 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 meeting 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 prime facia evidence as to w ho are the shareholders entitled
to examine such 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 c onstitute a
quorum at a meeting of shareholders. 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 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
adjournme nt, 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 Secretary of the corporation
before or at the time of the meeting. No proxy shall be valid unless voted by an
individual licensed to practice in Kentucky.
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
affirmati ve 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, with out 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 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 entitled 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
fiduciary capacity shall not be voted, directly or indirectly, at any meetin g, and
shall not be counted in deter mining the total number of outstanding shares at any
given time.
A voting trust is not valid unless all the trustees and beneficiaries thereof
are qualified persons. However, a voting trust may be validly continued f or a
period of ten months after the death of a deceased beneficiary or for a period of
five months after a beneficiary has become a disqualified person.
SECTION 11. Informal Action by Shareholders . Unless other wise
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 e ntitled 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 Directors multi plied b y the number of his shares
shall equal, or by distributing such votes on the same principle among any number
of candidates.
SECTION 13. Shareholder Restriction . No person or entity may be a
shareholder in the corporation unless licensed to practice
in the State of Kentucky and is qualified as defined in the Revised Kentucky
Statutes.
There must be at least
one Director. Each
Director must be
licensed to practice in
Kentucky.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers . The business and affairs of the corporation
shall be managed by it s 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. Each Director shall be licensed
to practice in the State of Kentucky.
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 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 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 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 deposite d 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 deli vered to the telegraph company.
Any Director may waive notice of any meeting. T he 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 c onvened, 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 meeti ng 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 Directo rs
present at a meeting at which a quorum is present shall be the act or the Board of
Name offices of the
corpora tion. There
should be at least a
President and a
Secretary.
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
Bo ard 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 therefore.
SECTION 9. Presumption of Assent . A Director of the cor por ation who is
present at a meeting 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
dis sent 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 for ward such dissent by registered mail to
the Secre tary 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 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, an d included in the minutes or filed with the corporate
records reflecting the action taken.
ARTICLE IV. OFFICERS
SECTION 1. Number and Qualifications . The officers of the corporation
shall be a [President, one or more Vice -
Presidents and a Secretary], 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 app ointed by the Board of Directors. Each officer, except the
Secretary and the Treasurer, of the corporation shall be licensed to practice
in the State of Kentucky and shall be qualified as defined in
the Kentucky Re vised Statutes.
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
me eting 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 hav e 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 prin cipal 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 shareholder s
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 executio n 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 th e 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 Vic e-
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 . The Secretary shall: (a) keep the minutes of the
shareholders and of the Board of Directors meet ings in one or more books
provided for the pur pose; (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 unde r 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 corpo ration 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 per form all of the duties incident to the Office of Secretary 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
shall give a bond for the fai thful 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 authoriz e 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 loa ns 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. Ch ecks, 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 cor poration and in such ma nner 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 repre senting shares of
the corporation shall be in such form as shall be de termined 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 cer tificate 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, destroye d or mutilated certifi cate, a new
one may be issued therefore upon such terms and indem nity to the corporation as
the Board of Directors 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 evidence of
authority to transfer, or by his attorney thereunto authorized by power of attorney
duly executed and filed with t he Secretary of the cor pora tion, and on surrender for
cancellation of the certificate of such shares, and also, any transfer is subject to the
limita tions set forth in the Articles of Incorporation of Incorporation, reference to
which is hereby made. T he 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.
SECTION 3. Restriction on Transfer of Shares . Transfer of shares may be
made only to an individual or enti ty licensed to practice in the
State of Kentucky.
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 of Incorporation.
ARTICL E 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 por ation under the provisions of
these By -Laws or under the pro visions of the Articles of Incorporation of
Incorporation, a waiver the reof 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 n ew By -Laws
may be adopted by a majority vote of the 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 als o 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.
ARTICLE XII. REDEMPTION OF SHARES
The shares of a deceased or disqualified shareholder shall be redeemed
pursuant to the provisions of Chapter 274 or the Kentucky Revised Statutes.
END BY -LAWS
