Legal By-Laws Template

LEGAL BY-LAWS TEMPLATE

This By-Laws Template (the "By-Laws") is entered into by and between Corporation Name: and Adopting Party Name: on Adoption Date: .

RECITALS

WHEREAS, the Corporation was incorporated under the laws of Jurisdiction: on Incorporation Date: ; and

WHEREAS, the Corporation's incorporator(s) and board deem it advisable and in the best interest of the Corporation to adopt bylaws governing the internal affairs, governance, and administration of the Corporation; and

WHEREAS, these By-Laws set forth the rules and procedures for the conduct of the affairs of the Corporation, including governance by a board of directors and officers.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereby adopt and agree to the following By-Laws of the Corporation.

ARTICLE I — NAME AND OFFICES

1.1 Name. The name of the Corporation is Corporation Name: .

1.2 Principal Office. The principal office of the Corporation shall be located at Principal Office Address:

1.3 Registered Agent. The registered agent and registered office in the state of incorporation shall be Registered Agent:

ARTICLE II — PURPOSES

2.1 Purposes. The Corporation is organized for the purposes set forth in its articles of incorporation. The business and affairs of the Corporation shall be conducted in furtherance of those purposes, and the Corporation shall have and may exercise all powers permitted by law consistent with such purposes.

ARTICLE III — SHAREHOLDERS / MEMBERS

3.1 Annual Meeting. An annual meeting of the shareholders shall be held each fiscal year at a time and place designated by the board of directors for the purpose of electing directors and transacting such other business as may properly come before the meeting.

3.2 Special Meetings. Special meetings of shareholders may be called by the board of directors or the Chief Executive Officer, or by shareholders holding at least Percent Required to Call: of the outstanding voting power, and shall be held at the time and place fixed by the party calling the meeting.

3.3 Notice. Written notice of each meeting stating the place, date and hour and the general nature of the business to be transacted shall be given in accordance with these By-Laws to each shareholder entitled to vote at such meeting.

3.4 Quorum and Voting. Except as otherwise provided by law or the articles of incorporation, a majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum for action. Action shall be authorized by the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter.

ARTICLE IV — BOARD OF DIRECTORS

4.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, which may exercise all powers of the Corporation except those reserved to the shareholders by law, the articles of incorporation, or these By-Laws.

4.2 Term; Election. Directors shall be elected at the annual meeting of shareholders and shall hold office until their successors are elected and qualified or until their earlier death, resignation or removal.

4.3 Removal and Vacancies. Any director may be removed with or without cause in the manner provided by statute and the articles of incorporation. Vacancies on the board shall be filled by a majority vote of the remaining directors, and any person so elected shall hold office for the unexpired term of his or her predecessor.

4.4 Meetings. Regular meetings of the board of directors may be held at such times as the board shall determine. Special meetings may be called by the Chairperson or any two directors. Notice of meetings shall be given in accordance with Article X (Notices).

4.5 Quorum; Voting. A majority of the authorized number of directors shall constitute a quorum for the transaction of business. Unless otherwise provided by statute or these By-Laws, action by the board shall be by majority vote of the directors present at a meeting at which a quorum is present.

4.6 Committees. The board may establish committees of one or more directors, each delegated such authority as the board may determine, provided that no committee shall have the authority to take any action that the law or these By-Laws reserves to the board.

ARTICLE V — OFFICERS

5.1 Officers. The officers of the Corporation shall be a Chief Executive Officer, a Secretary, a Chief Financial Officer and such other officers as the board may from time to time appoint. Any two or more offices may be held by the same person unless otherwise prohibited by law.

5.2 Election and Term. Officers shall be appointed by the board of directors and shall serve at the pleasure of the board, subject to any contract rights or employment agreements.

5.3 Removal and Vacancies. The board may remove any officer with or without cause. Vacancies shall be filled by the board.

ARTICLE VI — INDEMNIFICATION

6.1 Indemnification. To the fullest extent permitted by applicable law, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the Corporation against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees.

6.2 Advancement of Expenses. Expenses incurred by a director or officer in defending any proceeding may be advanced by the Corporation upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified.

ARTICLE VII — RECORDS; REPORTS

7.1 Records. The Corporation shall maintain adequate and correct books and records of account, minutes of proceedings of the shareholders and board and committees, and a record of shareholders entitled to vote.

7.2 Financial Reports. The board shall cause to be prepared and distributed to shareholders annually a financial statement in reasonable detail showing the condition of the Corporation, operations and changes in financial position for the preceding fiscal year.

ARTICLE VIII — FISCAL YEAR

8.1 Fiscal Year. The fiscal year of the Corporation shall end on Fiscal Year End (month/day): or at such other time as the board may determine.

ARTICLE IX — AMENDMENTS

9.1 Amendments. These By-Laws may be amended, altered or repealed by the affirmative vote of a majority of the board of directors, subject to any limitations contained in the articles of incorporation or applicable law. Any amendment altering rights of shareholders shall require any additional approvals set forth in the articles of incorporation.

ARTICLE X — NOTICES

10.1 Manner of Giving Notice. Whenever notice is required to be given under these By-Laws, unless otherwise provided, such notice shall be in writing and shall be delivered personally, by certified mail, or by other means reasonably calculated to provide actual notice to the person entitled thereto.

ARTICLE XI — MISCELLANEOUS

11.1 Governing Law. These By-Laws shall be governed by and construed in accordance with the laws of Governing Law Jurisdiction: , without regard to conflict of laws principles.

11.2 Entire Agreement. These By-Laws, together with the articles of incorporation and any resolutions of the board duly adopted, constitute the entire agreement among the parties with respect to the subject matter herein and supersede all prior understandings.

11.3 Severability. If any provision of these By-Laws is held invalid, illegal, or unenforceable for any reason, the remaining provisions shall continue in full force and effect and shall be interpreted so as to effectuate, to the greatest extent possible, the intent of the parties as reflected herein.

11.4 Waiver. No waiver by any party of any breach of these By-Laws shall be deemed to be a waiver of any preceding or subsequent breach. No waiver shall be valid unless in writing signed by the party granting the waiver.

11.5 Counterparts; Electronic Signatures. These By-Laws may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be deemed original signatures for all purposes.

NOTICES FOR GOVERNANCE

CERTIFICATION OF ADOPTION

The undersigned hereby certify that the foregoing By-Laws were duly adopted by the Board of Directors of the Corporation in accordance with applicable law and the articles of incorporation on Adoption Date: , and that the persons signing below are authorized to execute this instrument on behalf of their respective parties.

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