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 wi