Docstoc Legal Agreements
This document serves as a template to create bylaws for a corporation located in California.
The bylaws set forth the voting rights and responsibilities of the shareholders, directors and
officers of the corporation. The bylaws also establish the mechanisms for how the
corporation will be run and establishes corporate formalities. This document contains both
standard clauses, such as provisions on indemnity, checks, deposits, contracts and loans,
as well as opportunities for customization to ensure that the corporation's bylaws are
properly set forth.
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BYLAWS OF CORPORATION
OF ________________________, INC.
[INSTRUCTION: INSERT THE NAME OF CORPORATION] (HEREINAFTER
STATE OF California
The principal office of the Corporation in the state of California shall be located in county of
________________________ [Instruction: Insert the County]. The Corporation may have such
other offices, either within or without the state of California, as the board of directors
(hereinafter the “Board of Directors”) may designate or as the business of the Corporation may
require from time to time.
1. ANNUAL MEETING
The annual meeting of the shareholders shall be held on the _________ (____) [first (◊ 1st)]
day in the month of ________________________ [Instruction: Insert the month] in each
year, beginning with the year ________________________ [Instruction: Insert the year],
at the hour of ____ o'clock [Instruction: Insert the time, e.g., 2 o'clock] __ [Instruction:
Insert a.m. or p.m. as applicable], for the purpose of electing directors (hereinafter the
“Directors”) and for the transaction of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday in the state of California, such
meeting shall be held on the next succeeding business day. If the election of the Directors
shall not be held on the day designated herein for any annual meeting of the shareholders, or
at any adjournment thereof, the Board of Directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as conveniently may be.
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2
2. SPECIAL MEETINGS
Special meetings of the shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the president (hereinafter the “President”) or by the
Board of Directors, and shall be called by the President at the request of the holders of not
less than Ten percent (10%) as per [STATUTE] of all the outstanding shares of the
Corporation entitled to vote at the meeting.
3. PLACE OF MEETING
The Board of Directors may designate any place, either within or without the state of
________________________ [Instruction: Insert the state], unless otherwise prescribed by
statute, as the place of meeting for any annual meeting or for any special meeting. A waiver
of notice signed by all shareholders entitled to vote at a meeting may designate any place,
either within or without the state of ________________________ [Instruction: Insert the
state], unless otherwise prescribed by statute, as the place for the holding of such meeting. If
no designation is made, the place of meeting shall be the principal office of the Corporation.
4. NOTICE OF MEETING
Written notice stating the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise
prescribed by statute, be delivered not less than Ten (10) days nor more than Sixty (60) days
before the date of the meeting, to