This document provides bylaws for a statutory close corporation. The bylaws set forth
the voting rights and responsibilities of the shareholders, directors and officers of the
corporation. 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 Closely Held Corporation]
A ___________ [Instruction: Insert State] 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. Place of Meetings. All meetings of shareholders of the Corporation (“Shareholders”) 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.
2. 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
3. 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.
4. 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
5. 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.
6. 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.
7. 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.
A. Except as provided in Article II, paragraph 7(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.
B. At all elections of Directors of the Board, 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.
8. 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 c