Fill and Sign the Massachusetts Bylaws for Corporation Massachusetts Form

INSTRUCTIONS FOR COMPLETING Example: _____________________________[1] will become JOHN DOE. ARTICLE ONE The full name of the corporation must be provided at the top of the page and in Article I, Section 1 of the bylaws. Field [1] - Name of Corporation The address of the principal office and registered office must be provided in Article I, Section 2 of the bylaws. This can be the same address. Field [2] - Address of the Principal Office of Corporation Field [3] - City that the Principal Office is located Field [4] - City that the Registered Office is located ARTICLE TWO An annual meeting date must be scheduled and set out under Article II, Section 1 with a year for the first meeting after the organization meeting. Field [5] - Year ARTICLE THREE At least one director should be provided for in Article III, Section 2. Field [6] - Spelled out number of directors. Ex. Three Field [7] - Number form of the number of directors. Ex. 3 ARTICLE FOUR In Article IV, Section 1, you must name the officers, such as President, Vice-President and Clerk-Treasurer. The same individual may hold two or more offices, except that the same person cannot be both the President and the Clerk-Treasurer unless there is only one stockholder. Field [8] - Name who will be the officers of the corporation. Once you have completed the Bylaws, double check all entries and then print. You should keep these Bylaws in a safe place. BY-LAWS OF _____________________________ ARTICLE I. NAME AND LOCATION SECTION 1. The name of this corporation shall be ___________________________[1] . SECTION 2. The Principal ofce of the corporation in the Commonwealth of Massachusetts shall be ____________________________[2] , ___________________[3] , MA and its initial registered ofce in the Commonwealth of Massachusetts shall be ________________________[4] , Massachusetts. The corporation may have such other ofces, either within or without the Commonwealth of Massachusetts 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 ________[5] 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 fied for the annual meeting shall be a legal holiday in the Commonwealth of Massachusetts, such meeting shall be held on the neit 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, eicept 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 - 1 - 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, eicept 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 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: (a) The ffth day before the date of the meeting; (b) The ffth day after the eipiration 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 - 2 - 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 eiercise 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 eicess 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 Commonwealth of Massachusetts 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 Commonwealth of Massachusetts, 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 Commonwealth of Massachusetts. 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 siity (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Clerk, 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 - 3 - 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 Fiiing 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 eiceed, 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 fi in advance a date as the record date for any determination of shareholders, such date in any case to be not more than siity (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 fied 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 fiing 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 eiamine such list or transfer book or to vote at any meeting of shareholders. - 4 - SECTION 7. Quorum . A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proiy, 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. Proiies . At all meetings of shareholders, a shareholder may vote by proiy eiecuted in writing by the shareholder or by his duly authorized attorney-in-fact. Such proiy shall be fled with the Clerk 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 proiy 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, eiecutor, guardian or conservatory may be voted by him either in person or by proiy, 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 proiy, 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. - 5 - 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 Massachusetts 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 proiy, 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 eicept as otherwise herein provided. SECTION 2. Number, Tenure and Qualifcations . The number of Directors of the corporation shall be ___________________[6] ( _______[7] ). Each Director shall hold ofce until the neit 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 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 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, - 6 - 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 fi 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 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, eicept where a Director attends a meeting for the eipress 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 fied 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 eipenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fied 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 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 Clerk of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Clerk 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. - 7 - 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 Massachusetts Code. 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 ____________________[8] [President, one or more Vice-Presidents and a Clerk- 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 uneipired portion of the term. SECTION 5. President . The President shall be the principal eiecutive 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 - 8 - instruments which the Board of Directors has authorized to be eiecuted eicept in cases where the signing and eiecution thereof shall be eipressly 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 eiecuted; 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 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 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. Clerk-Treasurer . The Clerk-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 afied to all documents, the eiecution 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 Clerk 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 Clerk- 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 Clerk-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 benefts, if any, of the ofcers shall be fied 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 - 9 - SECTION 1. Contracts . The Board of Directors may authorize any ofcer or ofcers, agent or agents, to enter into any contract or eiecute 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 Clerk 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, eicept that in case of a lost, destroyed or mutilated certifcate, a new one may be issued therefore 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 eiecuted and fled with the Clerk 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 Organization, reference to which is hereby made. The person in - 10 - 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 Organization. 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 Organization, 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. - 11 -