Fill and Sign the Massachusetts Massachusetts Bylaws for Corporation Form

INSTRUCTIONS FOR COMPLETING Example: _____________________________[1] will become JOHN DOE. AR TICLE 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-Pres ident 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. -1- BY -LAWS OF _____________________________ ARTICLE I. NAME AND LOCATION SECTION 1. The name of this corporation shall be___________________________[1]. SECTION 2. The Principal office of the corporation in the Commonwealth of Massachusetts shall be____________________________[2],___________________[3], MA and its initial registered office in the Commonwealth of Massachusetts shall be ________________________[4], Massachusetts. The corporation may have such other offices, 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 w ith 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 fixed for the annual meeting shall be a legal holiday in the Commonwealth of Mass achusetts, 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 financ ial statements, which may be consolidated, consisting of: (1) A balance sheet containing a summary of the assets, liabilit ies, 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 a re laid before the shareholders, the consolidated balance sheet shall show separately or disclose by a not e 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 capi tal surplus on the consolidated balance sheet; -2- (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 d ate of the balance sheet or, in the case of the first statement of profit and loss, for t he 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 fi nancial 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 consiste nt with that of the preceding period, or to the effect that the financial statements have been prepa red 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 c opy of the financial statements laid or to be laid before the shareholders at the meeting t o 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 t he 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 wi thin the purpose or purposes described in the meeting notice required by Article II, Sec tion 5 of these By-Laws may be conducted at a special shareholders meeting. In addition, such meeting m ay 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 t he president; (2) The directors by action at a meeting, or a majority of the direct ors acting without a meeting; -3- (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 authoriz e to call such meetings. (B) Meetings of shareholders may be held either within or without this sta te if so provided in the articles or the regulations. In the absence of any such prov ision, 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 designa te 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 mee ting of shareholders. A waiver of notice signed by all shareholders entitled to vote at a mee ting may designate any place, either within or without the Commonwealth of Massachusetts, unless otherwis e prescribed by statute, as the place for the holding of such meeting. If no designat ion is made, or if a special meeting be otherwise called, the place of meeting shall be the pr incipal office 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 sixty (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 officer or persons calling the meeting, to eac h shareholder of record entitled to vote at such meeting. If mailed, such notice shal l be deemed to be delivered when deposited in the United States mail, addressed to the shareholde r 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 w hich 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 meeti ng 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 Direct ors of the corporation may provide that the stock transfer books shall be closed for a st ated period but not to exceed, in any case, seventy (70) days. If the stock transfer books shal l be closed for the purpose of determining shareholders entitled to notice of or to vote at a mee ting of shareholders, such books shall be closed for at least ten (10) days immediately pre ceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advanc e 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) da ys 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 fixed for the det ermination of shareholders entitled to notice of or to vote at a meeting of share holders, or shareholders entitled to receive payment of a dividend, the date on which notice of the mee ting is mailed or the date on which resolution of the Board of Directors declaring such dividend is adopte d, as the case -4- may be, shall be the record date for such determination of shareholders. Wh en a determination of shareholders entitled to vote at any meeting of shareholders has be en made as provided in this section, such determination shall apply to any adjournment thereof. SECTION 6. Shareholders' List. After fixing a record date, the offic er or agent having charge of the share ledger of the corporation shall prepare an alphabetical l ist of all persons entitled to notice and to represent shares at such meeting, or any adjournm ent 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 a vailable 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 l ist was prepared and continuing through the meeting, at the corporation's principal office or at a place ide ntified in the meeting notice. Such list shall be available during the meeting and an y 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 corporat ion entitled to vote, represented in person or by proxy, shall constitute a quorum at a mee ting 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 busines s may be transacted which might have been transacted at the meeting as origi nall y notified. The shareholders present at a duly organized meeting may continue to transac t business until adjournment, notwithstanding the withdrawal of enough shareholders to leave l ess 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 filed 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 subm itted to a vote at a meeting of shareholders. The affirmative vote of a m ajority 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 th e 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 Di rectors of such corporation may determine. Shares held by an administrator, executor, guardian or conservatory may be vote d by him eith er in person or by proxy, without a transfer of such shares into his name. S hares 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. -5- Shares standing in the name of a receiver may be voted by such rec eiver, and shares held by or under the control of a receiver may be voted by such receiver wi thout the transfer thereof into his name if authority so to do be contained in appropriate order of the c ourt by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such sha res 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 fi duciary 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, se tting forth the action so taken, shall be signed by all of the shareholders entitled to vote wi th respect to the subject matter thereof in accordance with Massachusetts Code. The attendance of any shareholder at any meet ing without protesting, prior to or at the commencement of the meetings, t he 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, a t 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 pers ons as there are Directors to be elected and for whose election he has a right to v ote, 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 princ iple among any number of candidates. ARTICLE III. BOARD OF DIRECTO RS SECTION 1. General Powers. The business and affairs of the corpora tion 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___________________[6] (_______[7]). 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 re sident of this state or a shareholder. SECTION 3. Regular Meetings. A regular meeting of the Board of Dire ctors 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 oth er notice than such resolution. -6- SECTION 4. Special Meetings. Special meetings of the Board of D irectors 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 mee ting 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 deli vered when deposited in the United States mail so addressed, with postage thereon prepaid. If noti ce be give n by telegram, such notice shall be deemed to be delivered when the telegram is d elivered to the telegraph company. Any Director may waive notice of any meeting. The atte ndance of a Director at a meeting shall constitute a waiver of notice of such meeting, e xcept where a Director attends a meeting for the express purpose of objecting to the transaction of any busi ness because the meeting is not lawfully called or convened, and does not thereafter v ote for or assent to action taken at the meeting. SECTION 6. Quorum. A majority of the number of Directors fixed by Sect ion 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 Di rectors 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 D irectors 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 pres ent 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 a ction with the person acting as Clerk of the meeting before the adjournment thereof or shall forward such disse nt 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. SECTION 10. Informal Action by Board of Directors. Unless otherwise provide d 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 meet ing if a consent in writing, setting forth the action so taken, shall be signed by each director, a nd included in the minutes or filed with the corporate records reflecting the action taken in accordan ce with the provisions of Massachusetts Code. The attendance of any director at any meeting without protesting, prior to -7- or at the commencement of the meeting, the lack of proper notice shall be de emed 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 ____________________[8] [President, one or more Vice-Presidents and a Clerk-Treasurer], each of whom shall be elected by the Board of Directors. Such other off icers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. SECTION 2. Election and Term of Office. The officers of the corporat ion 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 sharehol ders. If the election of officers shall not be held at such meeting, such election shall be he ld 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 dea th, resignation, removal, disqualification or otherwise, may be filed by the Board of Directors for the une xpired portion of the term. SECTION 5. President. The President shall be the principal execut ive officer of the corporation and, subject to the control of the Board of Directors, shall in general s upervise 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 si gn certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments whi ch the Board of Directors has authorized to be executed except in cases where the sig ning 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 othe rwise signed or executed; and in general shall perform all duties incident to the office of President and s uch 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 subj ect to all the restrictions upon the President. A Vice-President shall perform such other duties a s from time to time may be assigned to him by the President or the Board of Directors. -8- SECTION 7. Clerk-Treasurer. The Cle rk-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 execut ion of which on behalf of the corporation under its seal is duly authorized; (c) see that all notices a re 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 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 monie s due and payable to the corporation from any source whatsoever, and deposit all s uch 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 Office of Clerk-Treasurer a nd such other duties as from time to time may be assigned to him by the President or by the Board o f Directors. If required by the Board of Directors, the Clerk-Treasurer shall give a bond for the fa ithful 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 benefi ts, 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 t o specific instances. SECTION 2. Loans. No loans shall be contracted on behalf of the corpora tion 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 specific 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 corporatio n shall be signed by such officer or officers, agent or agents of the corporation and in s uch 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 s hall 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. -9- ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER SECTION 1. Certificates for Shares. Certificates representing sha res 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 Clerk or by such other officers authorized by law and by the Board of Directors so to do. All certificates for shares shall be cons ecutively 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 c ertificate 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 t erms 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 filed with the Clerk of the corporation, and on surrender for cancellation of the certificate of such shares, a nd also, any transfer is subject to the limitations set forth in the Articles of Organization, re ference to which is hereby made. The person in whose name shares stand on the books of the corpora tion 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 Januar y 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 corporati on may pay dividends on its outstanding shares in the manner and upon the terms and conditi ons provided by law and its Articles of Organization. ARTICLE IX. SEAL The Board of Directors shall provide a corporate seal which shall be circ ular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal." -10- ARTICLE X. WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be g iven to any shareholder or Director of the corporation under the provisions of these By-La ws 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 s tated 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 Direct ors meeting or at any special Board of Directors meeting when the proposed amendment has been s et out i n the notice of such meeting. These By-Laws may also be altered, amended or repe aled by a majority vote of the shareholders notwithstanding that these By-Laws may also be ame nded or repealed by the Board of Directors.