BY-LAWS OF [CORPORATION]

Effective Date: [DATE]

CORPORATE OFFICES

Principal Office

The Board of Directors shall determine the location of the corporation’s principal executive office, which may be within or outside the State of [STATE/PROVINCE]. If the principal executive office is outside [STATE/PROVINCE] and the corporation maintains business offices within [STATE/PROVINCE], the Board shall designate a principal business office within [STATE/PROVINCE].

Other Offices

The Board of Directors may establish additional branch or subordinate offices at any location.

MEETINGS OF SHAREHOLDERS

Place of Meetings

Shareholder meetings shall be held at a location designated by the Board of Directors within or outside [STATE/PROVINCE]. If no location is designated, meetings shall occur at the principal executive office or another location agreed upon in writing by all voting shareholders and filed with the Secretary.

 Annual Meeting

An annual shareholder meeting shall be held on a date and time set by the Board of Directors. Directors shall be elected at this meeting, and any other proper business may be conducted.

Special Meetings

Special meetings may be called by the Board of Directors, the Chairman, the President, or shareholders holding at least [%] of voting shares. A written request must specify the meeting’s purpose and be delivered to corporate officers. Notice must be provided within [NUMBER] to [NUMBER] days of the request.

Notice of Shareholders’ Meetings

Shareholders shall receive notice at least [NUMBER] days (or [NUMBER] days if sent via third-class mail) before the meeting. The notice must include the meeting’s time, location, and agenda. For special meetings, only specified business may be transacted.

Manner of Giving Notice; Affidavit of Notice

Notice may be delivered personally, by mail, or other written communication. If undeliverable, future notices may be provided at the corporation’s principal office. An affidavit of mailing serves as proof of notice.

Quorum

A majority of voting shares constitutes a quorum. Business may continue if a quorum is initially present, even if shareholders later withdraw.

Adjourned Meeting; Notice

Meetings may be adjourned by majority vote. Notice of adjournment is required only if the adjournment exceeds [NUMBER] days or a new record date is set.

Voting

Each share carries one vote unless otherwise specified. Shareholders may cumulate votes in director elections if proper notice is given.

Validation of Meetings; Waiver of Notice

Actions taken at a meeting are valid if a quorum is present, even if notice procedures are not strictly followed, provided absent shareholders waive notice in writing.

Shareholder Action by Written Consent

Shareholders may take action without a meeting via written consent from holders of the required voting shares.

Record Date for Shareholder Notice

The Board may set a record date for determining voting eligibility, no more than [NUMBER] days before the meeting.

Proxies

Shareholders may vote in person or by proxy. Proxies remain valid unless revoked or expired.

Inspectors of Election

The Board may appoint inspectors to oversee voting procedures and validate results.

DIRECTORS

Powers

The Board manages corporate affairs, subject to shareholder and legal requirements.

Number of Directors

The Board shall consist of [NUMBER] directors.

Election and Term

Directors are elected annually and serve until successors are elected.

Removal

Directors may be removed without cause by a majority shareholder vote.

Resignation and Vacancies

Vacancies may be filled by the Board or shareholders, depending on the circumstances.

Place of Meetings; Meetings by Telephone

Meetings may be held in person or via teleconference.

Regular Meetings

Regular meetings require no notice if the time and place are fixed.

Special Meetings; Notice

Special meetings require notice delivered at least [NUMBER] hours before the meeting.

Quorum

A majority of directors constitutes a quorum.

Board Action by Written Consent

Directors may act without a meeting via unanimous written consent.

COMMITTEES

The Board may establish committees with delegated authority, except for certain reserved powers.

OFFICERS

Officers include a President, Secretary, and Chief Financial Officer, appointed by the Board.

INDEMNIFICATION

The corporation shall indemnify directors and officers to the fullest extent permitted by law.

RECORDS AND REPORTS

Corporate records shall be maintained and made available for inspection as required by law.

GENERAL MATTERS

Checks and Contracts

Authorized officers may execute corporate documents.

Share Certificates

Certificates shall be signed by designated officers.

Lost Certificates

Replacements may be issued under Board-approved terms.

AMENDMENTS

By-Laws may be amended by shareholders or the Board, subject to legal requirements.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[CORPORATION]
Authorized Signature
Print Name and Title

ATTORNEY/CLIENT
Authorized Signature
Print Name and Title

CERTIFICATION OF BY-LAWS

I certify that these By-Laws were duly adopted by the Board and shareholders on [DATE].

Secretary
Authorized Signature
Print Name and Title

How to Use This Sample Format: Customize bracketed placeholders (e.g., [CORPORATION], [DATE]) with your specific details. Ensure compliance with state/provincial laws and consult legal counsel as needed.