This document provides bylaws for a professional corporation. The bylaws set forth the
voting rights and responsibilities of the shareholders, directors and officers of the
professional corporation. Specifically providing that the shareholders, directors and
officers must be licensed to practice and what happens if said persons are disqualified
from practicing. The bylaws also set forth the mechanisms for how the corporation will
be run and the corporate formalities. This document contains both standard clauses as
well as opportunities for customization to ensure that the understandings of the parties
are properly set forth.
BYLAWS OF ___________ [Instruction: Insert Name of Professional Corporation]
a ___________ [Instruction: Insert State] professional corporation
1. Principal Office. The principal office of ___________ [Instruction: Insert Name of
Corporation] (the “Corporation”), shall be located in the State of ___________ [Instruction:
Insert State], County of ___________ [Instruction: Insert County], City of ___________
[Instruction: Insert City]. The Corporation’s board of directors (the “Board”) is hereby granted
full power and authority to relocate said principal office, provided that the new location is
provided in amended Bylaws.
2. Other Offices. The Corporation may have other offices, within or without the State of
___________ [Instruction: Insert State], as the Corporation’s Board may designate or as the
business of the Corporation may require.
1. Eligible Shareholders.
A. Shares of the Corporation shall be issued only to persons duly licensed or otherwise
legally qualified in the State of ___________ [Instruction: Insert State] (“Licensed”) to render
the professional service of ___________ [Instruction: Insert Professional Service]
B. The shares of a shareholder of the Corporation (“Shareholder”) who is no longer
Licensed to Practice (a “Disqualified Shareholder”), shall be redeemed by the Corporation at a
price equal to the fair value of the shares. If the parties are unable to agree on the price, each
shall appoint an arbitrator. If the two arbitrators are unable to agree on a price, the two arbitrators
shall appoint a third arbitrator. The third arbitrator shall consult with the other two arbitrators and
make other determinations of fact as needed and shall thereupon establish the price. The decision
of the third arbitrator shall be final. Upon purchase or tender of the purchase price, such person
shall no longer be entitled to any right, privilege, or benefit as a Shareholder of the Corporation.
2. Number of Shareholders. The corporation’s issued stock of all classes, with the exception of
treasury stock, shall be held of record by no more than ___________ (___) [Instruction: Insert
Number of Shareholders] persons. The corporation shall at no time offer any class of its stock
for trade in markets maintained by security dealers or brokers.
3. Meetings of Shareholders.
A. Place of Meetings. All meetings of Shareholders of the Corporation shall be held at the
principal office of the Corporation or at any other place within or without the State of
___________ [Instruction: Insert State] that may be designated either by the Board or by the
written consent of all Shareholders entitled to vote at said meeting.
B. Notice of Meetings. Written or electronic notice of any meeting of the Shareholders shall
state the place, date and hour of the meeting and the purpose or purposes for which the meeting
is called. Said notice shall be delivered not less than ten (10) days nor more than sixty (60) days
before the date of the meeting. The notice should also indicate that it is being issued by, or at the
direction of, the person calling the meeting. The provisions of this paragraph are subordinate to
any statutory provisions that may require a different procedure
C. Annual Meetings. The annual meeting of the Shareholders will be held on the
[Instruction: Choose One: first // second // third // fourth] ___________ [Instruction: Insert
Day of the Week] of ___________ [Instruction: Insert Month] each year, at ___________
[Instruction: Insert Time] [Instruction: Choose One: a.m // p.m.], provided that should the
day fixed for the annual meeting fall on a legal holiday, the meeting will be held on the next
succeeding business day, at which the Shareholders shall elect the Board, and transact such other
business as may properly be brought before the meeting.
D. Special Meetings. Special meetings of the Shareholders, for any purpose, may be called
by the President or by the Board. A special meeting must be called by the President if requested
by the holders of not less than ___________ percent (___%) [Instruction: Insert Percentage] of
the shares of the Corporation entitled to vote at the meeting. The provisions of this paragraph are
subordinate to any statutory provisions which may require a different procedure. The business
transacted at any special meeting of Shareholders shall be limited to the purposes stated in the
E. Proxies. At all meetings of Shareholders, a Shareholder may vote in person or by proxy
executed in writing by the Shareholder or by his authorized attorney-in-fact. A proxy must be
filed with the Secretary of the Corporation before or at the time of the meeting. Any proxy that
is duly executed shall not be revoked and shall continue in full force and effect until: (a) an
instrument revokes said proxy; (b) the person who executed the proxy attends the meeting and
votes in person; or (c) written notice of a death or incapacity of the maker of such proxy is
received by the Corporation before the vote pursuant thereto is counted; provided that no such
proxy shall be valid after the expiration of eleven (11) months from the date of its execution,
unless the person executing it specifies therein the length of time for which such proxy is to
continue in force.
F. Quorum. The presence, in person or by proxy, of a majority of the shares entitled to vote
shall constitute a quorum at a meeting of Shareholders. The Shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a
quorum if any action taken (other than adjournment) is approved by at least a majority of the
shares required to constitute a quorum.
G. Voting. If a quorum is present, the affirmative vote of a majority of the votes cast in
favor of or against an action shall be the act of the Shareholders, unless the vote of a greater or
lesser number of shares of stock is required by law or the certificate of incorporation.
i. Except as provided in Article II, paragraph (Error! Reference source not
found.B) hereof, each outstanding share of stock having voting power shall be entitled to
one vote on each matter submitted to a vote at a meeting of Shareholders.
ii. At all elections of Directors, every Shareholder entitled to vote at the
election has the right to vote the number of shares owned by the Shareholder for as many
people as there are Directors to be elected and for whose election the Shareholder has a
right to vote, or to cumulate votes by giving one candidate as many votes as the number
of Directors to be elected multiplied by the number of shares will equal, or by distributing
that number of votes among any number of candidates.
H. Action Without Meeting. Whenever Shareholders are required or permitted to take any
action by vote, such action may be taken without a meeting on written consent, setting forth the
action so taken, signed by the Shareholders of all outstanding shares entitled to vote thereon or, if
the certificate of incorporation so permits, signed by the Shareholders of outstanding shares
having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those Shareholders who have not consented in writing.
1. Number, Qualifications, Tenure. The number of Directors shall be ___________ (___)
[Instruction: Insert Number of Directors]. Directors shall be Licensed to Practice. In the
event a Director is no longer is Licensed to Practice, said Director shall immediately be removed
and shall cease to be a Director, with said vacancy to filled pursuant to the provisions hereof.
Directors need not be residents of the State of ___________ [Instruction: Insert State] nor
Shareholders of the corporation. The Directors, other than the first Board, shall be elected at the
annual meeting of the Shareholders, except as hereinafter provided, and each Director elected
shall serve until the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first Board shall hold office until the first annual meeting of
2. Powers. Subject to the limitations set forth in ___________ [Instruction: Insert State
Corporation Code] (the “Code”) as to action required to be authorized or approved by the
Shareholders, the business and affairs of the Corporation shall be managed and all corporate
powers shall be exercised by and under the direction of the Board.
3. Removal. Any individual Director or the entire Board may be removed, with or without
cause, at any time by the vote of the Shareholders at a special meeting called for that purpose.
4. Vacancy. Any vacancy in the Board may be filled by the affirmative vote of a majority of
the remaining Directors. A Director elected to fill a vacancy will be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason of an increase in the
number of Directors may be filled by election by the Board for a term of office continuing only
until the next election of Directors by the Shareholders.
A. Place of Meetings. All meetings of the Board, regular or special, shall be held at the
principal office of the Corporation or at any other place within or without the State of
___________ [Instruction: Insert State] that may be designated either by the Board.
B. Regular Meetings. A regular meeting of the Board will be held without any notice other
than this Bylaw immediately after, and at the same place as, the annual meeting of Shareholders.
The Board may fix, by resolution, the time and place, either within or without the State of
___________ [Instruction: Insert State], of additional regular meetings without any notice
other than said resolution.
C. Special Meetings. Special meetings of the Board may be called by or at the request of the
President or any two (2) Directors. The person(s) calling said special meeting of the Board shall
fix the time and place of said special meeting of the Board, and provide at least ___________
(___) days [Instruction: Insert Number of Days] written notice to each Director, either
personally, by mail, facsimile or email correspondence.
D. Notice of Meeting. Any Director may waive notice of any meeting. The attendance of a
Director at a meeting will constitute a waiver of notice of said meeting, unless said Director
attends for the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
E. Quorum. Except as otherwise provided herein, a majority of the authorized number of
Directors constitutes a quorum of the Board. Directors may participate in a meeting of the Board
by means of teleconference or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
F. Act of the Board. Except as otherwise provided in the Articles, in these Bylaws, or by
law, if quorum is present, every act or decision done or made by a majority of the Directors
present at a duly held meeting shall be an act of the Board.
G. Action Without Meeting. Any action required or permitted to be taken at a meeting of
the Directors may be taken without a meeting if a written consent to the adoption of a resolution
authorizing the action is signed by all of the Directors entitled to vote with respect to the subject
1. Officers. The officers of the Corporation (“Officers”) shall be elected or appointed by the
Board and shall be a President, a Vice-President, a Secretary and a Treasurer. Other Officers and
Assistant Officers may be elected or appointed by the Board. Any two or more offices may be
held by the same person, except the offices of President and Secretary. All Officers shall be
Licensed to Practice. In the event an Officer is no longer is Licensed to Practice, said Officer
shall immediately be removed and shall cease to be a Officer, with said vacancy to filled
pursuant to the provisions hereof.
2. Term of Office and Compensation. The term of office and salary of each of the Officers and
the manner and time of the payment of such salaries shall be fixed and determined by the Board
and may be altered by the Board, in the Board’s sole discretion.
3. Removal and Vacancy. The Officers of the corporation shall hold office until their
successors are chosen and qualify. Any Officer elected or appointed by the Board may be
removed at any time by the affirmative vote of a majority of the Board. Any vacancy occurring
in any office of the corporation shall be filled by the Board.
A. President. The President is the principal executive officer of the Corporation and, subject
to the control of the Board, will supervise and control all of the business and affairs of the
Corporation. The President will preside at all meetings of the Shareholders. The President may
sign, with the Secretary or any other Officer of the Corporation authorized by the Board,
certificates for shares of the Corporation as well as deeds, mortgages, bonds, contracts, or other
instruments that the Board has authorized to be executed. The President may not sign these
documents if such execution has been expressly delegated by the Board or by these Bylaws to
some other Officer or agent of the Corporation, or where the law of the State of ___________
[Instruction: Insert State] requires the documents to be executed by others. In general, the
President will perform all duties incident to the office of President and all other duties as may be
prescribed by the Board.
B. Vice-President. In case of the absence, disability, or death of the President, the Vice-
President shall perform all the duties of the President; and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice-President shall have
such other powers and perform such other duties as from time to time may be prescribed by the
Board or these Bylaws.
C. Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to
be kept, at the principal office of the Corporation a book of minutes of actions taken at all
meetings of Directors and Shareholders, with the time and place of holding, whether regular or
special, and, if special, how authorized, the notice thereof given, the names of those present at
Directors’ meetings, the number of shares present or represented at Shareholders’ meetings, and
the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office, a
share register, or a duplicate share register, showing the names of the Shareholders and their
addresses, the number and classes of shares held by each, the number and date of certificates
issued for the same, and the number and date of cancellation of every certificate surrendered for
cancellation. The Secretary shall give, or cause to be given, notice of all the meetings of the
Shareholders and of the Board required by the Code, the Articles, or these Bylaws. The Secretary
shall keep the seal of the Corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Board or these Bylaws.
D. Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall
keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the
properties, business transactions, and assets and liabilities of the Corporation. The books of
account shall at all reasonable times be open to inspection by any Director. The Treasurer shall
deposit all moneys and other valuables in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board, shall render to the President and Directors,
whenever they request it, an account of all transactions and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties as may be
prescribed by the Board, the President, or these Bylaws.
ISSUANCE AND TRANSFER OF SHARES
1. Certificates for Shares. Certificates for shares of stock of the Corporation shall be in the
form required by law and approved by the Board. Every certificate for shares issued by the
Corporation must be signed by the President or a Vice-President and the Secretary.
2. Replacement of Certificates. No new certificates shall be issued until the former certificate
for the shares represented thereby shall have been surrendered and cancelled, except in the case
of a lost, stolen, or destroyed certificate. In this latter case, the Corporation must, if so requested
by the Shareholder, issue a new certificate, provided it has received no notice that the certificate
has been acquired by a bona fide purchaser, but it may require the giving of a bond or other
adequate security sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft, or destruction of the certificate or the issuance of the new
3. Transfer of Shares. Subject to any limitations set forth on the certificates, shares of the
Corporation may be transferred via endorsement by the signature of the owner, his authorized
agent, attorney, or legal representative, and the delivery of the certificate. Notwithstanding the
foregoing, such transfer is not valid, except as to the parties thereto, until the same is so entered
on the books of the Corporation so as to show the names of the parties by whom and to whom
transferred, the number of the certificate, and the number or designation of the shares and the
date of the transfer, and until the old certificate is surrendered to the Corporation and cancelled.
1. Disqualification. If any Director, Officer, Shareholder, agent, or employee of the Corporation
becomes legally disqualified from Practicing and thus is no longer Licensed to Practice, said
person shall forthwith sever all employment with the corporation and shall not thereafter
participate or share, directly or indirectly, in any earnings or profits realized by the corporation
on account of professional services.
2. Contracts. The Board may authorize one or more Officers or agents to enter into any
contract or execute and deliver any instrument on behalf of the Corporation. This authority may
be general or confined to specific instances.
3. Loans. No loans will be contracted on behalf of the Corporation and no evidences of
indebtedness will be issued in the Corporation’s name unless authorized by a resolution of the
Board. This authority may be general or confined to specific instances.
4. Checks. All checks, drafts, or other orders for the payment of money, notes, or other
evidences of indebtedness issued in the Corporation’s name will be signed by the Officers and/or
agents of the Corporation in the manner authorized by resolution of the Board.
5. Deposits. All funds of the Corporation, not otherwise employed, will be deposited to the
credit of the Corporation in banks, trust companies, or other depositaries that the Board selects.
6. Dividends. The Board may declare and the Corporation may pay dividends on its
outstanding shares, at any regular or special meeting, in the manner and upon the terms and
conditions provided by law and the Corporation’s Articles of Incorporation. Before payment of
any dividend, the Board may set aside sum or sums as the Directors from time to time, in their
absolute discretion feel is proper for: (i) maintaining a reserve fund to meet contingencies; (ii)
equalizing dividends; (iii) repairing or maintaining any property of the Corporation; or (iv) such
other purpose as the Directors shall think conducive to the interest of the Corporation. The
Directors may modify or abolish any such reserve in the manner in which it was created.
7. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board.
8. Amendments. These Bylaws may be amended or repealed or new bylaws may be adopted at
any regular or special meeting of Shareholders at which a quorum is present or represented, by a
majority of the votes cast by the shares entitled to vote in the election of any Directors, provided
notice of the proposed alteration, amendment or repeal be contained in the notice of such
meeting. These Bylaws may also be amended or repealed or new bylaws may be adopted by the
affirmative vote of a majority of the Board at any regular or special meeting of the Board.
Bylaws adopted by the Board may be amended or repealed by the Shareholders.