MODEL BY-LAWS FOR SMALL PROFIT COMPANY 

Article I

 

Meetings of Shareholders

1.      Shareholders. meetings shall be held at the principal office or place of business of this company in the State of __________

2.      The annual meeting of the Shareholders of this company shall be held at its principal office _______ Street, in the City of _________, State of _______, at ______ o’clock _______, on the ______ of each year, beginning with the year________, at which time the Shareholders of the company shall elect, by ballot, a board of _______ Directors for the ensuing year, and the Shareholders shall transact any other business which properly comes before them.

3.      A notice setting out the time and place of the annual meeting shall be mailed, postage prepaid, to each Shareholder of record, at the address that appears on the stock book of the company, or if no address appears, at the last known place of address, at least _______ days prior to the annual meeting.

4.      If a quorum is not present at the annual meeting, the Shareholders present in person or by proxy may adjourn to any future time as shall be agreed upon by them, and notice of the adjournment shall be mailed, postage prepaid, to each Shareholder at least _________ days before the adjourned meeting, but if a quorum is present, they may adjourn from day to day as they see fit, and no notice of adjournment need be given.

5.      Special meetings of the Shareholders shall be held at the same place as the annual meetings. These meetings may be called at any time by the president, any two directors, or the holders of _______ shares of the capital stock of the company. The Secretary shall mail a notice of the call to each Shareholder of the company, at least ________ days before the meeting, and the notice shall state the time and place of the meeting and the object. No business shall be transacted at a special meeting except as stated in the notice sent to the Shareholders, unless by the unanimous consent of all Shareholders, either in person or by proxy, all stock is represented at the meeting.

6.      A majority of the stock issued and outstanding, either in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the Shareholders.

7.      Each Shareholder shall be entitled to one vote for each share of stock standing in his or her own name on the books of the company, whether represented in person or by proxy.

8.      All proxies shall be in writing and properly signed.

9.      The following order of business shall be observed at all annual and special meetings of the Shareholders so far as practicable:

a.       Calling the roll.

b.      Reading, correction and approval of minutes of previous meeting.

c.       Reports of officers.

d.      Reports of committees.

e.       Election of directors.

f.       Unfinished business.

g.      New business.

h.      [Additional provisions not in conflict with the statutes or the articles of incorporation, relating to Shareholders. meetings, may be added if desired.]

 

Article II

Stock

1.      Certificates of stock shall be in a form adopted by the board of directors and shall be signed by the president or vice-president and the treasurer and be attested by the corporate seal.

2.      All certificates shall be consecutively numbered. The name of the person owning the shares with the number of the shares and the date of issue shall be entered on the company’s books.

3.      All certificates of stock transferred by endorsement on the certificate shall be surrendered for cancellation and new certificates issued to the purchaser or assignee.

4.      Shares of stock shall be transferred only on the books of the company by the holder in person or by an attorney.

 

Article III

 

Directors

1.      A board of ________ directors shall be chosen annually by the Shareholders at their annual meeting to manage the affairs of the company. Their term of office shall be one year.

2.      Vacancies in the board of directors by reason of death, resignation or other causes shall be filled in by the remaining directors choosing from among the Shareholders a director to fill in the unexpired term.

3.      Regular meetings of the board of directors shall be held on the ________ Monday [or another day of the week] of each month, at the office of the company in ________, or at any other time as the board of directors shall by resolution appoint. Special meetings may be called by the president, or any two directors by giving ________ days. notice to each director. A majority of the directors shall constitute a quorum.

4.      The directors shall have the general management and control of the business and affairs of the company and shall exercise all the powers that may be exercised or performed by the corporation, under the statutes, the certificate of incorporation, and the by-laws.

5.      Each director shall receive Rs. __________ for attendance at any meeting of the board, and shall receive no other salary or compensation for services as a director of the company.

6.      [Other provisions relating to directors may be added where not contrary to statute or the articles of incorporation.]

 

Article IV

 

Officers

 

1.      The officers of this company shall consist of a president, a vice president, a secretary, and a treasurer, and any other officers as shall from time to time be chosen and appointed.

2.      The president shall preside at all meetings of the directors and Shareholders and shall have general charge of the affairs of the corporation subject to the board of directors.

3.      The vice-president shall perform the duties as may be assigned by the board of directors. In case of the death, disability or absence of the president, he or she shall be vested with all the duties and powers of the president.

4.      The secretary shall countersign all certificates of stock of the company and keep a record of the minutes of the proceedings of meetings of Shareholders and directors, and shall give notice as required in these bylaws of all meetings. He or she shall have custody of all books, records, and papers of the company, except those in the charge of the treasurer or of some other person authorised to have custody and possession by a resolution of the board of directors.

5.      The treasurer shall keep accounts of all money of the company received or disbursed, and shall deposit all money and valuables in the name of and to the credit of the company in the banks and depositories as the board of directors shall designate. All cheques for the payment of money shall be countersigned by the treasurer.

6.      The salaries of all officers shall be fixed by the board of directors and may be changed from time to time by a majority vote of the board.

7.      Each of the officers shall serve for the term of one year or until the next annual election.

 

Article V

 

Seal

 

1.      The corporate seal of this company shall be a circular seal with the name of the corporation around the border and the year of incorporation in the centre.

 

Article VI

 

Amendments

 

1.      Any of these by-laws may be amended by majority vote of the Shareholders at any annual meeting, or at any special meeting called for the purpose.

 

2.      The board of directors may adopt additional by-laws in harmony but shall not alter or repeal any bylaws adopted by the Shareholders of the company.