OH-PC-BL
SAMPLE BY LAWS
OHIO PROFESSIONAL CORPORATION
NOTE: THIS IS A GENERAL SET OF BY-LAWS. YOU
SHOULD REVIEW THESE BY-LAWS CAREFULLY AND
DETERMINE IF THERE ARE ANY PROVISIONS THAT YOU
WANT TO ADD, EDIT OR DELETE.
THE PROVISIONS OF ARTICLE XII SHOULD NOT BE
MODIFIED OR DELETED.
Instructions
Name of
Corporation
Name of
Corporation
Provide address of
principal ofce and
registered ofce.
These can be the
same address.
Name any date you
desire for annual
meeting.
Year of first
meeting after
organization
meeting. By-Laws
BY-LAWS
OF
ARTICLE I. NAME AND LOCATION
SECTION 1. The name of this corporation shall be
SECTION 2. The Principal ofce of the cor poration in the
State of Ohio shall be
, ,
OH and its initial registered ofce in the State of Ohio shall be
, Ohio. The corpora tion may have such other
ofces, either within or without the State of Ohio as the Board of
Directors may designate or as the business of the corporation
may require from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. Annual Meeting . The annual meeting of the
share holders shall be held on the
in each year, beginning with the year
at the time
designated by the Board of Directors, for the purpose of electing
Directors and for the transaction of such other business as may
come before the meeting. If the day fied for the annual meeting
shall be a legal holiday in the State of Ohio, such meeting shall
be held on the neit succeeding busi ness day. If the election of
Directors shall not be held on the day desig nated herein for any
annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as
convenient.
(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 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 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:
(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
share holders, 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 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 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 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 State of Ohio
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 Ohio, 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 Ohio.
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 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
eicluded and the day when the act for which notice is to be done
shall be included in accordance with Ohio Revised Code Section
1701.02.
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 share -
holders for any other proper purpose, the Board of Directors of
the corporation may provide that the stock transfer books shall
be closed for a stated period but not to eiceed, in any case, siity
(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 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 share -
holders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of share holders, is
to be taken. If the stock transfer books are not closed and no
record date is fied for the determination of share holders 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 determina tion of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determi nation shall
apply to any adjournment thereof.
SECTION 6. Shareholders' List . After fiing a record date,
the ofcer or agent having charge of the share ledger of the cor -
poration shall prepare an alphabetical list of all persons entitled
to notice and to represent shares at such meeting, or any
adjournment thereof, and said list shall be arranged by vot ing
group and shall show the address of and the number of shares
held by each shareholder or representative. The share holders'
list shall be available for inspection and copying during usual
business hours by any shareholder beginning two (2) business
days after notice of the meeting is given for which the list was
pre pared and continuing through the meeting, at the cor -
poration's principal ofce or at a place identifed in the meet ing
notice. Such list shall be available during the meeting and any
share holder, his agent or attorney is entitled to inspect the list at
any time during the meeting or any adjournment thereof. The
ori ginal stock transfer book shall be prime facia evidence as to
who are the shareholders entitled to eiamine such list or trans fer
book or to vote at any meeting of shareholders.
SECTION 7. Quorum . A majority of the outstanding shares
of the corporation entitled to vote, represented in person or by
proiy, shall constitute a quorum at a meeting of shareholders. If
less than a majority of the shares are represented at a meet ing, a
majority of the shares so represented may adjourn the meet ing
from time to time without further notice. At such adjourned
meeting in which a quorum shall be present or repre sented, any
business may be transacted which might have been transacted at
the meeting as originally notifed. The share holders present at a
duly organized meeting may continue to transact business until
adjournment, notwithstanding the with drawal 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 share -
holder or by his duly authorized attorney-in-fact. Such proiy
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
Must be three
directors unless
less than three
shareholders. If less
than three
shareholders must
be same number of
directors as there
are shareholders. 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, if
any, 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, if any, held by an administrator, eiecutor, guardian
or con servatory may be voted by him either in person or by
proiy, with out a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in
person or by proiy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares, if any, standing in the name of a receiver may be
voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer
there of into his name if authority so to do be contained in appro -
priate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been trans ferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held
by it in a fduciary capacity shall not be voted, directly or
indirectly, at any meeting, and shall not be counted in deter -
mining the total number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders . Any action
required to be taken at a meet ing of the shareholders, or any
other action which may be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject
matter thereof in accordance with Ohio 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 proiy, shall have the right to
vote at such election the number of shares owned by him for as
many per sons as there are Directors to be elected and for whose
election he has a right to vote, or to cumulate his votes by giving
one candidate as many votes as the number of such Directors
multi plied 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
( ). 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. A Director
must be 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 pro -
vide, by resolution, the time and place for the holding of addi -
tional regular meetings without other notice than such resolu tion.
SECTION 4. Special Meetings . Special meetings of the
Board of Directors may be called by or at the request of the
chairman of the Board, the president of the Corporation, any vice-
president or any two directors. The person or persons authorized
to call spe cial 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 person -
ally given or mailed to each Director at his business address, or
by telegram. If mailed, such notice shall be deemed to be deli -
vered when 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
Name corporate
ofces of the
corporation, such
as President, Vice-
President and
Secretary/Treasurer
. Information in [ ]
is example. Must
be a President,
Secretary/Treasurer
. deli vered to the telegraph company. Any Director may waive
notice of any meeting. The attendance of a Director at a meeting
shall con stitute 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. In computing time, the
day on which the notice is given shall be eicluded, and the day
when the act for which notice is given is to be done shall be
included in accordance with Ohio Revised Code Section 1701.02.
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 therefor.
SECTION 9. Presumption of Assent . A Director of the cor -
por a tion who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be pre sumed
to have assented to the action taken unless his 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 Secre tary
of the meeting before the adjournment thereof or shall for ward
such dissent by registered mail to the Secretary of the cor -
poration immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in
favor of such action.
SECTION 10. Informal Action by Board of Directors . Unless
otherwise provided by law, any action required to be taken at a
meeting of the Directors, or any other action which may be taken
at a meeting of the Directors, may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be
signed by each director, and included in the minutes or fled with
the corporate records refecting the action taken in accordance
with the provisions of Ohio 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 Vice-
Presidents 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. Each ofcer shall be a
shareholder of the corporation.
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
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 restric tions 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 pur -
pose; (b) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is 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
Secretary by such shareholder; (e) have general charge of the
stock transfer books of the corporation; (f) have charge and cus -
tody of and be responsible for all funds and securities of the
corporation, receive and give receipts for monies due and
payable to the 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 accord ance 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
Direc tors. If required by the Board of Directors, the Secretary-
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
SECTION 1. Contracts . The Board of Directors may
authorize any ofcer or ofcers, agent or agents, to enter into
any con tract 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 spe -
cifc 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 cor -
poration and in such manner as shall from time to time be deter -
mined by resolution of the Board of Directors.
SECTION 4. Deposits . All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certifcates for Shares . Certifcates repre -
senting 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 cer tifcate 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 certif cate, a
new one may be issued therefor upon such terms and indem nity
to the corporation as the Board of Directors may pre scribe.
SECTION 2. Transfer of Shares . Transfer of shares of the
corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal repre -
sentative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly eiecuted and fled with the Secretary of the cor -
pora tion, and on surrender for cancellation of the certifcate of
such shares, and also, any transfer is subject to the limita tions
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 cor por -
ation under the provisions of these By-Laws or under the pro -
visions 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 equiva lent 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
Direc tors at any annual Board of Directors meeting or at any
special Board of Directors meeting when the proposed
amendment has been set out in the notice of such meeting.
These By-Laws may also be altered, amended or repealed by a
majority vote of the share holders notwithstanding that these By-
Laws may also be amended or repealed by the Board of
Directors.
ARTICLE XII. OTHER PROVISIONS
SECTION 1. All shareholders of the corporation shall be duly
licensed, certifcated, or otherwise authorized by the Ohio State
Board to practice .
SECTION 2. All ofcers and directors shall be
shareholders.
SECTION 3. A shareholder may sell or transfer his/her shares only to
another individual who is duly licensed, certificated, or otherwise legally
authorized to engage in the practice of
in the State of
Ohio.
SECTION 4. All actions of the shareholders shall at all times be subject to
the laws of the State of Ohio and the rules and regulations of the Ohio State
Board governing the profession of .
END BY-LAWS
