OR-PC-BL
SAMPLE BY-LAWS
OREGON PROFESSIONAL CORPORATION
Read these By-Laws carefully to assure that they are
consistent with your desires for the corporation.
Modify as needed.
Instruction
s
Name of
Corporation
Name of
Corporation
Provide address
of principal
office and
registered office.
These can be the
same address.
Name any date
you desire for
annual meeting.
Year of first
meeting after
organization
meeting. BY-LAWS
OF
ARTICLE I. NAME AND LOCATION
SECTION 1. The name of this Oregon Professional Corporation
(“the corporation”) shall be
.
SECTION 2. The Principal ofce of the cor poration in the State of
Oregon shall be
, , Oregon and
its initial registered ofce in the State of Oregon shall be
, Oregon. The corpora tion may have such other ofces, either within
or without the State of Oregon 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 Oregon, 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 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 effect 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 effect 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 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 State of Oregon
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 Oregon,
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 Oregon.
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.
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, 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 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 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 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 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 share holders 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 . No shareholder shall enter into a voting trust
agreement or any other type agreement vesting another person with the authority to
exercise the voting power of any or all of that person's stock. No proxy may be voted
except by a shareholder of the corporation.
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.
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.
Must be at least
one director. 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.
No shareholder shall enter into a voting trust agreement or any other type
agreement vesting another person with the authority to exercise the voting power of any
or all of that person's stock.
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 Oregon
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 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.
SECTION 13. Limitation on Issuance and Transfer of Ownership of Stock . No
one may be issued stock in the corporation other than a professional corporation, a
professional limited liability company, or an individual who is duly licensed or otherwise
legally authorized to practice in the State of Oregon.
SECTION 14. Alienation of Shares and Ownership Interests and Restrictions
on Ownership . No shareholder may sell or transfer her or his shares in the corporation
except to another professional corporation, professional limited liability company, or
individual, each of which must be eligible to be a shareholder of such corporation.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers . The business and affairs of the
corporation shall be managed by its Board of Directors eicept as
Name corporate
offices. You
should have at
least a President
and a Secretary.
The same person
may hold more
than one office. 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. Each Director must be a shareholder and must be licensed to
practice in the State of Oregon.
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 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.
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
Oregon Statutes. 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 of the corporation must be a shareholder and
must be licensed to practice
in the State of
Oregon.
SECTION 2. Election and Term of Ofce; Qualifcations . 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 affairs 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 therefore 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
If any member, officer, shareholder, agent, or employee of the corporation who
has been licensed to practice law becomes legally disqualified to practice
or accepts employment that, pursuant to existing law, places restrictions or limitations
upon that person's continued rendering of services, that person
shall sever all employment with and financial interests in the corporation forthwith.
The corporation shall not engage in any business other than practice of
, provided, however, that the corporation may invest its funds in
real estate, mortgages, stocks, bonds, or any other type of investments, and may own real
or personal property necessary for the practice of
.
