Corporate Bylaws are used to set up the official rules and regulations of a corporation. These bylaws set out the official corporate name, powers and responsibilities of the board of directors and rights and responsibilities of corporate shareholders. They also set out when corporate meetings must be held.
ARTICLE I CODE OF ETHICS
Section 1 Committee Members
(a) All members of the Committee are expected to abide by these by-laws and all laws stated in this State and the Unites States of America.
(b) Members of the Committee are allowed to miss no more than ________ consecutive meetings and no more than ___________ meetings in a given year.
Section 2 General Membership
(a) All members of the Organization are expected to abide by these by-laws.
Section 3 Violations of By-Laws
(a) Violation of these by-laws by any member of the Committee may result in expulsion from the Committee and/or expulsion from the Organization
ARTICLE II OFFICE
The office of the Organization shall be located in the City and State designated in the Articles of Incorporation. The Organization may also maintain offices at such other places within or without the United States as the Committee may from time to time determine.
ARTICLE III MEETING OF MEMBERS
Section 1 Annual Meetings
The annual meeting and fiscal year of the members of the Organization shall be held on _______________________.
Section 2 Special Meetings
Special meetings of the members may be called at any time by the Committee or by the Chairman,
Section 3 Place of Meetings
All meetings of members shall be held at the principal office of the Organization, or at such other place(s) as shall be designated in the notices or waivers of such meetings.
Section 4 Notice of Meetings
(a) Written notice of each meeting of members, whether annual or special, stating the time when and place where it is to be held, shall be served either personally, by electronic mail, or by standard mail.
Section 5 Quorum
(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as Articles of Incorporation), at all meetings of members of the Organization, the presence at the commencement of such meetings in person or by proxy of members representing at least 10% of the total number of members in the Organization entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 6 Voting
(a) Except as otherwise provided by statute or by the Article of Incorporation, any organizational action, other than the election of committee officials to be taken by the members, shall be authorized by a majority of votes cast at a meeting of members by the members entitled to vote thereon.
ARTICLE IV COMMITTEE
Section 1 Number, Election and Term of Office
Section 2 Duties and Powers
The Committee Officials shall be responsible for the control and management of the affairs, property and interests of the Organization
Section 3 Annual and Regular Meetings: Notice
(a) A regular annual meeting of the Committee shall be held immediately following the annual meeting of the members at a place as designated by the Committee Officials.
Section 4 Special Meetings: Notice
(a) Special meetings of the Committee shall be called by the Chairman
Section 5 Chairman
At all meetings of the Committee, the Chairman, if present, shall preside. \
Section 6 Quorum and Adjournments
(a) At all meetings of the Committee, the presence of at least ______ of the Committee Officials shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 7 Manner of Acting
(a) At all meetings of the Committee, each Committee Member present shall have one vote, irrespective of the position, if any, which he may hold.
Section 9 Resignation
Any Committee Member may resign at any time by giving written notice to the Committee, the Chairman or the Secretary of the Organization.
Section 10 - Removal
Any Committee Member may be removed with or without cause at any time by the membership , at a special meeting of membership called for that purpose, and may be removed for cause by action of the Committee Officials.
Section 11 Salary
ARTICLE V OFFICERS
Section 1 Number, Qualifications, Election, and Term of Office
(a) The Officials of the Organization shall consist of a Chairman, Vice Chairman, Treasurer, and Secretary, and such other Officials, as the Committee may from time to time deem advisable.
Section 2 Resignation
Any Committee Member may resign at any time by giving written notice of such resignation to the Committee, or to the Chairman or the Secretary of the Organization.
Section 3 Removal
Any Committee Member may be removed, either with or without cause, and a successor elected or appointed by the Committee at any time.
Section 4 Vacancies
A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Committee.
Section 5 - Duties of Officials
Officials of the Organization shall, unless otherwise provided by the Committee, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-Laws.
ARTICLE VI MEMBERSHIP
Section 1 Certificate of Membership
(a) The certificates representing membership in the Organization shall be in such form as shall be adopted by the Committee, and shall be numbered and registered in the order issued.
Section 2 Lost or Destroyed Certificates
The holder of any certificate of membership in the Organization shall immediately notify the Organization of any loss or destruction of such certificate.
Section 3 Transfer of Membership
(a) Transfer of membership shall not be allowed under any circumstance and any amount of consideration paid as tender for such membership shall not be refundable.
Section 4 Record Date
In lieu of closing the membership records of the Organization, the Committee may fix,
ARTICLE VII FISCALYEAR
The fiscal year of the Organization shall be fixed by the Committee from time to time, subject to applicable law.
ARTICLE VIII ORGANIZATIONAL SEAL
The Organizational seal, if any, shall be approved from time to time by the Committee.
ARTICLE IX AMENDMENTS
Section 1 By Members
All by-laws of the Organization shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of members at the time entitled to vote in the election of Committee Officials.
Section 2 By Committee
The Committee shall have the power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Organization.