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.
InstructionsName of CorporationName of CorporationProvide 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 BY-LAWS OF ARTICLE I. NAME AND LOCATION SECTION 1. The name of this corporation shall be SECTION 2. The Principal office of the corporation in the State of Ohio
shall be , , OH and its initial
registered office in the State of Ohio shall be , Ohio. The
corporation may have such other offices, 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 fixed for the annual
meeting shall be a legal holiday in the State of Ohio, 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 financial 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 fiscal year, except that, if
consolidated financial 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 classified as
stated capital or capital surplus on the consolidated balance sheet;
(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 date of the balance sheet or, in the case of
the first statement of profit 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 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 financial 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 consistent with that of the preceding
period, or to the effect that the financial 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 financial 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 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 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 exercise
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-five 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
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 office 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 office 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 sixty (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 officer 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
excluded 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 Fixing 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 exceed, in any case, sixty (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 fix in advance 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 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 fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
resolution of the Board of Directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall apply to any
adjournment thereof. SECTION 6. Shareholders' List. After fixing a record date, the officer or
agent having charge of the share ledger of the corporation shall prepare an
alphabetical list of all persons entitled to notice and to represent shares at such
meeting, or any adjournment thereof, and said list shall be arranged by voting
group and shall show the address of and the number of shares held by each
shareholder or representative. The shareholders' list shall be available for
inspection and copying during usual business hours by any shareholder beginning
two (2) business days after notice of the meeting is given for which the list was
prepared and continuing through the meeting, at the corporation's principal office
or at a place identified in the meet ing notice. Such list shall be available during
the meeting and any shareholder, his agent or attorney is entitled to inspect the list
at any time during the meeting or any adjournment thereof. The original stock
transfer book shall be prime facia evidence as to who are the shareholders entitled
to 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
corporation entitled to vote, represented in person or by proxy, 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 notified. 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. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the share holder or by his duly authorized
attorney-in-fact. Such proxy shall be filed 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 a vote at a meeting of shareholders. The
affirmative 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 officer, agent or
proxy 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, executor, guardian or conservatory
may be voted by him either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, 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 thereof into his name if authority so to do be
contained in appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and
shall not be counted in determining the total number of outstanding shares at any
given time.SECTION 11. Informal Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof in accordance with 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
Must be three directors unless less than three shareholders. If less than three shareholders must
be same number of
directors as there are shareholders.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 persons as there are Directors to be elected and for whose
election he has a right to vote, or to cumulate his votes by giving one candidate as
many votes as the number of such Directors multiplied by the number of his shares
shall equal, or by distributing such votes on the same principle among any number
of candidates. ARTICLE III. BOARD OF DIRECTORS SECTION 1. General Powers. The business and affairs of the corporation
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 ( ). 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. 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
additional regular meetings without other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the Board, 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 meeting 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 delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Any Director may waive notice of any meeting. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express 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 excluded, 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.
Name corporate offices
of the corporation, such
as President, Vice-
President and Secretary/Treasurer. SECTION 6. Quorum. A majority of the number of Directors fixed 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 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 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 corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as Secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail to
the Secretary 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
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 filed with the corporate
records reflecting 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 officers 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 officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors. Each officer shall be a shareholder
of the corporation.
Information in [ ] is
example. Must be a President, Secretary/Treasurer. SECTION 2. Election and Term of Office . The officers of the corporation
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 shareholders. If the election of officers shall not be held at such
meeting, such election shall be held 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 death,
resignation, removal, disqualification or otherwise, may be filed by the Board of
Directors for the unexpired portion of the term.
SECTION 5. President. The President shall be the principal executive
officer 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 certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed except in cases where the
signing 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 otherwise signed or executed; and in general shall
perform all duties incident to the office 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 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 execution 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
office 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 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 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 benefits, 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 DEPOSITSSECTION 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 to specific 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 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 corporation shall be signed by such officer or officers, agent or agents
of the corporation 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. Certificates for Shares . Certificates representing shares 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 Secretary
or by such other officers authorized by law and by the Board of Directors so to do.
All certificates for shares shall be consecutively 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 certificate 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 therefor upon such terms and indemnity to the corporation as
the Board of Directors may prescribe.
SECTION 2. Transfer of Shares . Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation, and on surrender for
cancellation of the certificate of such shares, and also, any transfer is subject to the
limitations 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 fiscal 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 poration under the provisions of
these By-Laws or under the provisions 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 equivalent to the giving of such
notice. ARTICLE XI. AMENDMENTS These By-Laws may be altered, amended or repealed and new By-Laws
may be adopted by a majority vote of the Board of Directors at any annual Board
of Directors meeting or at any special Board of Directors meeting when the
proposed amendment has been set out in the notice of such meeting. These By-
Laws may also be altered, amended or repealed by a majority vote of the 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,
certificated, or otherwise authorized by the Ohio State
Board to practice .
SECTION 2. All officers 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
