Fill and Sign the Tennessee Bylaws Corporation Form

TN-PC-BL SAMPLE BY-LAWS TENNESSEE PROFESSIONAL CORPORATION Modify to suit your needs. Instructions Name of Corporation Name of Corporation Provide address of principal ofce and registered ofce. These can be the same address. By-Laws BY-LAWS OF         ARTICLE I. NAME AND LOCATION SECTION 1. The name of this Tennessee Professional Corporation (“the corporation”) shall be         . SECTION 2. The Principal ofce of the cor poration in the State of Tennessee shall be        ,        , Tennessee, and its initial registered ofce in the State of Tennessee shall be        , Tennessee. The corpora tion may have such other ofces, either within or without the State of Tennessee as the Board of Directors may designate or as the business of the corporation may require from time to time. Name any date you desire for annual meeting. Year of first meeting after organization meeting. ARTICLE II. SHAREHOLDERS SECTION 1. Issuance of Shares . The corporation may issue shares only to individuals who are licensed to practice        in the State of Tennessee and who are or have been engaged in the practice of        in the corporation or a predecessor entity, or who will engage in the practice of        in such corporation within thirty days of the date such shares are issued. No shareholder shall enter into a voting trust agreement, proxy, or any other type agreement vesting in another person, other than another shareholder of the same corporation or a person who would be eligible to become a shareholder if employed by the corporation, the authority to exercise voting power of any or all of his shares. All shares issued, agreements made, or proxies granted in violation of this section shall be void. SECTION 2. Annual Meeting . The annual meeting of the share holders shall be held on         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 Tennessee, 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. SECTION 3. Special Meeting . Special meetings of the share holders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by resolution of the Board of Directors or by the President at the request of the holders of not less than a majority of all the outstanding shares of the corporation entitled to vote on any issue proposed to be con - sidered at the meeting, provided said shareholders sign, date and deliver to the corporate secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. 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 4. Place of Meeting . The Board of Directors may designate any place, either within or without the State of Tennessee 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 Tennessee, 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 Tennessee. SECTION 5. Notice of Meeting . Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) 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 6. 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 seventy (70) 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 7. 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 8. 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 9. Proiies . Subject to the restrictions set out in Section 1 above, 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 10. Voting of Shares . 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 11. 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. 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 12. Informal Action by Shareholders . Unless other wise provided by law, 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. SECTION 13. 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 14. Death or Disqualifcation of Shareholders . (a) The corporation shall purchase or redeem the shares of a shareholder in case of his death or disqualification pursuant to the provisions of Tennessee Code, within six months after the appointment of the executor or administrator or other legal representative of the estate of such deceased shareholder, or within six There must be at least one director. months after such disqualification, at the book value of such shares as of the end of the month immediately preceding the death or disqualification of the shareholder as determined from the books and records of the corporation in accordance with its regular method of accounting. [The Charter, the by-laws of the corporation or an agreement among the corporation and all shareholders may modify this section by providing for a shorter period of purchase or redemption, or an alternate method of determining the price to be paid for the shares, or both.] If the corporation shall fail to purchase or redeem such shares within the required period, a successful plaintiff in an action to recover the purchase price of such shares shall also be awarded reasonable attorneys` fees and costs. Limitations on the purchase or redemption of shares set forth in Tennessee Code shall not apply to the purchase or redemption of shares pursuant to this section. The provisions of this section shall not be deemed to require the purchase of the shares of a disqualified shareholder where the period of disqualification is for less than six months, and the shareholder again becomes eligible to practice his profession within six months from the date of disqualification. (b) Notwithstanding the provisions of subdivision (a), the corporation shall not be required to purchase or redeem the shares of a deceased or disqualified shareholder if such shares, within the time limit prescribed by subdivision (a), are sold or transferred to another professional. 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. Each Director shall be licensed to practice        in the State of Tennessee. 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 President or any Director. The person or persons authorized to call spe cial meetings of the Board of Directors may fi the place Name corporate ofces of the corporation, such as President, Vice- President and Secretary/Treasurer . Information in [ ] is example. 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 of 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 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. 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 licensed to practice        in the State of Tennessee. 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 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. SECTION 3. Restrictions on Shares . No shareholder may sell or transfer his shares in the corporation except to another individual who is eligible to have shares issued to him by the corporation or except in trust to another individual who would be eligible to receive shares if he were employed by the corporation. Nothing herein contained shall be construed to prohibit the transfer of shares by operation of law or by court decree. No transferee of shares by operation of law or court decree may vote the shares for any purpose whatsoever except with respect to corporate action under the Tennessee Code. The restriction in the preceding sentence shall not apply, however, where such transferee would be eligible to have shares issued to him if he were an employee of the corporation and, if there are other shareholders, a majority of such other shareholders shall fail to redeem the shares so transferred, pursuant to the Tennessee Code, within sixty days of receiving written notice of such transfer. Any sale or transfer, except by operation of law or court decree or except for a corporation having only one shareholder, may be made only after the same shall have been approved by the board of directors, or at a shareholders' meeting specially called for such purpose by such proportion, not less than a majority, of the outstanding shares as may be provided in the Charter or in the by-laws of such professional corporation. At such shareholders` meeting the shares held by the shareholder proposing to sell or transfer his shares may not be voted or counted for any purpose, unless all shareholders consent that such shares be voted or counted. The existence of the restrictions on the sale or transfer of shares shall be noted conspicuously on the face or back of every certificate for shares issued by the corporation. Any sale or transfer in violation of such restrictions shall be void. 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. END BY-LAWS