BY LAWS
BY-LAWS
OF
_____________________________
ARTICLE I. NAME AND LOCATION
SECTION 1.
The name of this corporation shall be
___________________________
SECTION 2. The Principal ofce of the corporation in the
State of Louisiana
shall be ___________________________,
___________________________, Louisiana and its initial registered
ofce
in
the
State
of
Louisiana
shall
be
___________________________, Louisiana. The corporation may have
such other ofces, either within or without the State of Louisiana
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 second Tuesday of the month of
December in each year, beginning with the year _________ at the
time designated by the Board of Directors, for the purpose of
electing Directors and for the transaction of such other business
as may come before the meeting. If the day fxed for the annual
meeting shall be a legal holiday in the State of Louisiana, 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 fnancial 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 fscal year, except
that, if consolidated fnancial 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 under the Revised Code earned
surplus of the corporation or any of its subsidiaries and that is not
classifed as stated capital or capital surplus on the consolidated
balance sheet;
(2) A statement of proft and loss and surplus,
including a summary of profts, 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 proft and loss required
under this section was made and ending with the date of the
balance sheet or, in the case of the frst statement of proft 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 fnancial 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 frm of public accountants to the efect that
the fnancial statement presents fairly the fnancial 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 efect that
the fnancial 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 fnancial
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 ffth day after the receipt of the written
request;
(2) The earlier of the following:
meeting;
(a) The ffth day before the date of the
(b) The ffth 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
shareholders, 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 vicepresident 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 twenty-fve 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 ffty per cent;
(4) Such other ofcers 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 ofce 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
Louisiana 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 Louisiana, 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 ofce
of the corporation in the State of Louisiana.
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 ofcer 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.
In computing time, the day of the notice shall be
excluded and the day when the act for which notice is to be done
shall be included in accordance with Louisiana Revised Code
Section 1701.02.
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, sixty
(60) 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 fx 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 shareholders, is
to be taken. If the stock transfer books are not closed and no
record date is fxed for the determination of shareholders 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 fxing a record date,
the ofcer 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 ofce or at a place identifed in the meeting
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 represented, any
business may be transacted which might have been transacted at
the meeting as originally notifed. The shareholders present at a
duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy
shall be fled with the Secretary of the corporation before or at
the time of the meeting.
SECTION 9. Voting of Shares. Subject to the provisions of
Section 12 of this Article II, each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted to
a vote at a meeting of shareholders. The afrmative 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 ofcer, 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 conservatory may be voted by him either in person or by proxy, without a transfer of such shares into his name. Shares standing in
the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name if authority so to do be contained in appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held
by it in a fduciary capacity shall not be voted, directly or
indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. 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 Louisiana Revised Code
Section 1701.42 and Section 1701.54. 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.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers. The business and afairs of
the corporation shall be managed by its Board of Directors except
as otherwise herein provided.
SECTION 2.
Number, Tenure and Qualifcations.
The
number of Directors of the corporation shall be __________ (__).
Each Director shall hold ofce until the next annual meeting of
shareholders and until his successor shall have been elected and
qualifed. Directors may be re-elected. The Directors need not
be a resident of this state or a shareholder.
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than this ByLaw 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 resolution.
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 vicepresident or any two directors. The person or persons authorized
to call special meetings of the Board of Directors may fx 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 fve (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 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. In computing time, the
day on which the notice is given shall be excluded, and the day
when the act for which notice is given is to be done shall be
included in accordance with Louisiana Revised Code Section
1701.02.
SECTION 6. Quorum. A majority of the number of Directors
fxed 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 fxed sum for attendance at each meeting of the Board of
Directors or a stated salary as Director. No such payment shall
preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.
SECTION 9. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall fle his
written dissent to such action with the person acting as Secretary
of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in
favor of such action.
SECTION 10. Informal Action by Board of Directors. Unless
otherwise provided by law, any action required to be taken at a
meeting of the Directors, or any other action which may be taken
at a meeting of the Directors, may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be
signed by each director, and included in the minutes or fled with
the corporate records refecting the action taken in accordance
with the provisions of Louisiana Revised Code Section 1701.42
and Section 1701.54. 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 ofcers of the corporation shall
be a _______________________ [President, one or more VicePresidents and a Secretary-Treasurer], each of whom shall be
elected by the Board of Directors. Such other ofcers and
assistant ofcers as may be deemed necessary may be elected or
appointed by the Board of Directors.
SECTION 2. Election and Term of Ofce. The ofcers of the
corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the frst meeting of
the Board of Directors held after each annual meeting of the
shareholders. If the election of ofcers shall not be held at such
meeting, such election shall be held as soon thereafter as
conveniently may be. Each ofcer shall hold ofce until his
successor shall have been duly elected and shall have qualifed
or until he shall resign or shall have been removed in the manner
hereinafter provided. The initial ofcers may be elected at the
frst meeting of the Board of Directors.
SECTION 3. Removal. Any ofcer 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 ofce because of
death, resignation, removal, disqualifcation or otherwise, may be
fled by the Board of Directors for the unexpired portion of the
term.
SECTION 5. President. The President shall be the principal
executive ofcer of the corporation and, subject to the control of
the Board of Directors, shall in general supervise and control all
of the business and afairs of the corporation. He shall, when
present, preside at all meetings of the shareholders and of the
Board of Directors. He may sign certifcates 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 ofcer 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
ofce 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 VicePresidents. 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 restrictions 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 afxed
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
ofce 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 accordance with the provisions of Article V of these By-Laws;
and (g) in general perform all of the duties incident to the Ofce
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
Directors. If required by the Board of Directors, the SecretaryTreasurer 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
benefts, if any, of the ofcers shall be fxed from time to time by
the Board of Directors, and no ofcer 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 ofcer or ofcers, 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 confned to specifc 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 confned to specifc 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 ofcer or ofcers, 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 TRANSFER
SECTION 1. Certifcates for Shares. Certifcates representing shares of the corporation shall be in such form as shall be
determined by the Board of Directors. Such certifcates shall be
signed by the President and by the Secretary or by such other
ofcers authorized by law and by the Board of Directors so to do.
All certifcates for shares shall be consecutively numbered or
otherwise identifed. 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 certifcates
surrendered to the corporation for transfer shall be canceled and
no new certifcate shall be issued until the former certifcate for a
like number of shares shall have been surrendered and canceled,
except that in case of a lost, destroyed or mutilated certifcate, a
new one may be issued therefor upon such terms and indemnity
to the corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and fled with the Secretary of the corporation, and on surrender for cancellation of the certifcate 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 fscal 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 ByLaws may also be amended or repealed by the Board of
Directors.
