SAMPLE CORPORATE BYLAWS

[Note: When necessary these should be modified to comply with the laws 
of the state of incorporation and the particulars of the specific 
situation. -- staff]
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BY-LAWS 
 

"COMPANY" 
 

ARTICLE I -- OFFICES 

Section 1.  The registered office of the corporation shall be at: 
 

"Address" 

The registered agent in charge thereof shall be: "Name". 

Section 2.  The corporation may also have offices at such other places 
as the Board of Directors may from time to time appoint or the business 
of the corporation may require. 
 

ARTICLE II -- SEAL 

Section  1.  The corporate seal shall have inscribed thereon the name of 
the corporation, the year of its organization and the words "Corporate 
Seal, "State"". 
 

ARTICLE III -- STOCKHOLDERS' MEETINGS 

Section 1  Meetings of stockholders shall be held at the registered 
office of the corporation in this state or at such place, either within 
or without this state, as may be selected from time to time by the Board 
of Directors. 

Section 2.  Annual Meetings:  The annual meeting of the stockholders 
shall be held on the 3rd Wednesday of February in each year if not a 
legal holiday, and if a legal holiday, then on the next secular day 
following at 10:00 o'clock A.M., when they shall elect a Board of 
Directors and transact such other business as may properly be brought 
before the meeting.  If the annual meeting for election of directors is 
not held on the date designated therefor, the directors shall cause the 
meeting to be held as soon thereafter as convenient. 

Section 3.  Election of Directors:  Elections of the directors of the 
corporation shall be by written ballot. 

Section 4.  Special Meetings:  Special meetings of the stockholders may 
be called at any time by the Chairman, or the Board of Directors, or 
stockholders entitled to cast at least one-fifth of the votes which all 
stockholders are entitled to cast at the particular meeting.  At any 
time, upon written request of any person or persons who have duly called 
a special meeting, it shall be the duty of the Secretary to fix the date 
of the meeting, to be held not more than sixty days after receipt of the 
request, and to give due notice thereof.  If the Secretary shall neglect 
or refuse to fix the date of the meeting and give notice thereof, the 
person or persons calling the meeting may do so.
Business transacted at all special meetings shall be confined to the 
objects stated in the call and matters germane thereto, unless all 
stockholders entitled to vote are present and consent.
Written notice of a special meeting of stockholders stating the time and 
place and object thereof, shall be given to each stockholder entitled to 
vote thereat at least 30 days before such meeting, unless a greater 
period of notice is required by statute in a particular case. 

Section 5.  Quorum:  A majority of the outstanding shares of the 
corporation entitled to vote, represented in person or by proxy, shall 
constitute a quorum at a meeting of stockholders. If less than a 
majority of the outstanding shares entitled to vote is represented at a 
meeting, a majority of the shares so represented may adjourn the meeting 
from time to time without further notice.  At such adjourned meeting at 
which a quorum shall be present or represented, any business may be 
transacted which might have been transacted at the meeting as originally 
noticed.  The stockholders present at a duly organized meeting may 
continue to transact business until adjournment, notwithstanding the 
withdrawal of enough stockholders to leave less than a quorum. 

Section 6.  Proxies:  Each stockholder entitled to vote at a meeting of 
stockholders or to express consent or dissent to corporate action in 
writing without a meeting may authorize another person or persons to act 
for him by proxy, but no such proxy shall be voted or acted upon after 
three years from its date, unless the proxy provides for a longer 
period.
A duly executed proxy shall be irrevocable if it states that it is 
irrevocable and if, and only as long as, it is coupled with an interest 
sufficient in law to support an irrevocable power.  A proxy may be made 
irrevocable regardless of whether the interest with which it is coupled 
is an interest in the stock itself or an interest in the corporation 
generally.  All proxies shall be filed with the Secretary of the meeting 
before being voted upon. 

Section 7.  Notice of Meetings:  Whenever stockholders are required or 
permitted to take any action at a meeting, a written notice of the 
meeting shall be given which shall state the place, date and hour of the 
meeting, and, in the case of a special meeting, the purpose or purposes 
for which the meeting is called. Unless otherwise provided by law, 
written notice of any meeting shall be given not less than ten nor more 
than sixty days before the date of the meeting to each stockholder 
entitled to vote at such meeting. 

Section 8.  Consent in Lieu of Meetings:  Any action required to be 
taken at any annual or special meeting of stockholders or a corporation, 
or any action which may be taken at any annual or special meeting of 
such stockholders, may be taken without a meeting, without prior notice 
and without a vote, if a consent in writing, setting forth the action so 
taken, shall be signed by the holders of outstanding stock 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 stockholders who have not consented in 
writing. 

Section 9  List of Stockholders:  The officer who has charge of the 
stock ledger of the corporation shall prepare and make, at least ten 
days before every meeting of stockholders, a complete list of the 
stockholders entitled to vote at the meeting, arranged in alphabetical 
order, and showing the address of each stockholder and the number of 
shares registered in the name of each stockholder.  No share of stock 
upon which any installment is due and unpaid shall be voted at any 
meeting.  The list shall be open to the examination of any stockholder, 
for any purpose germane to the meeting, during ordinary business hours, 
for a period of at least ten days prior to the meeting, either at a 
place within the city where the meeting is to be held, which place shall 
be specified in the notice of the meeting, or, if not so specified, at 
the place where the meeting is to be held.  The list shall also be 
produced and kept at the time and place of the meeting during the whole 
time thereof, and may be inspected by any stockholder who is present. 
 

ARTICLE IV -- DIRECTORS 

Section 1.  The business and affairs of this corporation shall be 
managed by its Board of Directors, ____ in number.  The directors need 
not be residents of this state or stockholders in the corporation.  They 
shall be elected by the stockholders at the annual meeting of 
stockholders of the corporation, and each director shall be elected for 
the term of ore year, and until his successor shall be elected and shall 
qualify or until his earlier resignation or removal. 

Section 2.  Regular Meetings:  Regular meetings of the Board shall be 
held without notice, at least quarterly, at the registered office of the 
corporation, or at such other time and  place as  shall be determined by 
the Board. 

Section 3.  Special Meetings:  Special Meetings of the Board may be 
called by the Chairman on 2 days notice to each director, either 
personally or by mail, fax or by telegram; special meetings shall be 
called by the President or Secretary in like manner and on like notice 
on the written request of a majority of the directors in office. 

Section 4.  Quorum:  A majority of the total number of directors shall 
constitute a quorum for the transaction of business. 

Section 5.  Consent in Lieu of Meeting:  Any action required or 
permitted to be taken at any meeting of the Board of Directors, or of 
any committee thereof, may be taken without a meeting if all members of 
the Board of committee, as the case may be, consent thereto in writing, 
and the writing or writings are filed with the minutes of proceedings of 
the Board or committee. The Board of Directors may hold its meetings, 
and have an office or offices, outside of this state. 

Section 6.  Conference Telephone:  One or more directors may participate 
in a meeting of the Board, or a committee of the Board or of the 
stockholders, by means of conference telephone or similar communications 
equipment by means of which all persons participating in the meeting can 
hear each other; participation in this manner shall constitute presence 
in person at such meeting. 

Section 7.  Compensation  Directors as such, shall not receive any 
stated salary for their services, but by resolution of the Board, a 
fixed sum and expenses of attendance at each regular or special meeting 
of the Board PROVIDED, that nothing herein contained shall be construed 
to preclude any director from serving the corporation in any other 
capacity and receiving compensation therefor. 

Section 8.  Removal:  Any director or the entire Board of Directors may 
be removed, with or without cause, by the holders of a majority of the 
shares then entitled to vote at an election of directors, except that 
when cumulative voting is permitted, if less than the entire Board is to 
be removed, no director may be removed without cause if the votes cast 
against his removal would be sufficient to elect him if then 
cumulatively voted at an election of the entire Board of Directors, or, 
if there be classes of directors, at an election of the class of 
directors of which he is a part. 
 

ARTICLE V -- OFFICERS 

Section 1.  The executive officers of the corporation shall be chosen by 
the directors and shall be a Chairman, President, Secretary and Chief 
Financial Officer.  The Board of Directors may also choose a one or more 
Vice Presidents and such other officers as it shall deem necessary.  Any 
number of offices may be held by the same person. 

Section 2.  Salaries:  Salaries of all officers  and agents of the 
corporation shall be fixed by the Board of Directors. 

Section 3.  Term of Office:  The officers of the corporation shall hold 
office for one year and until their successors are chosen and have 
qualified.  Any officer or agent elected or appointed by the Board may 
be removed by the Board of Directors whenever in its judgment the best 
interest of the corporation will be served thereby. 

Section 4.  Chairman:  The Chairman shall preside at all  meetings of 
the stockholders and directors; he shall see that all orders and 
resolutions of the Board are carried into effect, subject, however, to 
the right of the directors to delegate any specific powers, except such 
as may be by statute exclusively conferred on the Chairman, to any other 
officer or officers of the corporation.  He shall execute bonds, 
mortgages and other contracts requiring a seal, under the seal of the 
corporation.  He shall be EX-OFFICIO a member of all committees. 

Section 5. President:  The President shall attend all sessions of the 
Board. The President shall be the chief executive officer of the 
corporation;  he shall have general and active management of the 
business of the corporation, subject, however, to the right of the 
directors to delegate any specific powers, except such as may be by 
statute exclusively conferred on the President, to any other officer or 
officers of the corporation. He shall have the general power and duties 
of supervision and management usually vested in the office of President 
of a corporation. 

Section 6.  Secretary:  The Secretary shall attend all sessions of the 
Board and all meetings at the stockholders and act as clerk thereof, and 
record all the votes of the corporation and the minutes of all its 
transactions in a book to be kept for that purpose, and shall perform 
like duties for all committees of the Board of Directors when required.  
He shall give, or cause to be given, notice of all meetings of the 
stockholders and of the Board of Directors, and shall perform such other 
duties as may be prescribed by the Board of Directors or President, and 
under whose supervision he shall be.  He shall keep in safe custody the 
corporate seal of the corporation, and when authorized by the Board, 
affix the same to any instrument requiring it. 

Section 6.  Chief Financial Officer:  The Chief Financial Officer shall 
have custody of the corporate funds and securities and shall keep full 
and accurate accounts of receipts and disbursements in books belonging 
to the corporation, and shall keep the moneys of the corporation in 
separate account to the credit of the corporation. He shall disburse the 
funds of the corporation as may be ordered by the Board, taking proper 
vouchers for such disbursements, and shall render to the President and 
directors, at the regular meetings of the Board, or whenever they may 
require it, an account of all his transactions as Chief Financial 
Officer and of the financial condition of the corporation. 
 

ARTICLE VI -- VACANCIES 

Section 1.  Any vacancy occurring in any office of the corporation by 
death, resignation, removal or otherwise, shall be filled by the Board 
of Directors.  Vacancies and newly created directorships resulting from 
any increase in the authorized number of directors may be filled by a 
majority of the directors then in office, although not less than a 
quorum, or by a sole remaining director.  If at any time, by reason of 
death or resignation or other cause, the corporation should have no 
directors in office, then any officer or any stockholder or an executor, 
administrator, trustee or guardian of a stockholder, or other fiduciary 
entrusted with like responsibility for the person or estate of 
stockholder, may call a special meeting of  stockholders in accordance 
with the provisions of these By-Laws. 

Section 2.  Resignations Effective at Future Date:  When one or more 
directors shall resign from the Board, effective at a future date, a 
majority of the directors then in office, including those who have so 
resigned, shall have power to fill such vacancy or vacancies, the vote 
thereon to take effect when such resignation or resignations shall 
become effective. 
 

ARTICLE VII -- CORPORATE RECORDS 

Section 1.  Any stockholder of record, in person or by attorney or other 
agent, shall, upon written demand under oath stating the purpose 
thereof, have the right during the usual hours for business to inspect 
for any proper purpose the corporation's stock ledger, a list of its 
stockholders, and its other books and records, and to make copies or 
extracts therefrom.  A proper purpose shall mean a purpose reasonably 
related to such person's interest as a stockholder.  In every instance 
where an attorney or other agent shall be the person who seeks the right 
to inspection, the demand under oath shall be accompanied by a power of 
attorney or such other writing which authorizes the attorney or other 
agent to so act on behalf of the stockholder.  The demand under oath 
shall be directed to the corporation at its registered office in this 
state or at its principal place of business. 
 

ARTICLE VIII -- STOCK CERTIFICATES, DIVIDENDS, ETC. 

Section 1.  The stock certificates of the corporation shall be numbered 
and registered in the share ledger and transfer books of the corporation 
as they are issued.  They shall bear the corporate seal and shall be 
signed by the President. 

Section 2.  Transfers:  Transfers of shares shall be made on the books 
of the corporation upon surrender of the certificates therefor, endorsed 
by the person named in the certificate or by attorney, lawfully 
constituted in writing.  No transfer shall be made which is inconsistent 
with law. 

Section 3.  Lost Certificate:  The corporation may issue a new 
certificate of stock in the place of any certificate theretofore signed 
by it, alleged to have been lost, stolen or destroyed, and the 
corporation may require the owner of the lost, stolen or destroyed 
certificate, or his legal representative to give the corporation a bond 
sufficient to indemnify it against any claim that may be made against it 
on account of the alleged loss, 'theft or destruction of any such 
certificate or the issuance of such new certificate. 

Section 4.  Record Date:  In order that the corporation may determine 
the stockholders entitled to notice of or to vote at any meeting of 
stockholders or any adjournment thereof, or the express consent to 
corporate action in writing without a meeting, or entitled to receive 
payment of any dividend or other distribution or allotment of any 
rights, or entitled to exercise any rights in respect of any change, 
conversion or exchange of stock or for the purpose of any other lawful 
action, the Board of Directors may fix, in advance, a record date, which 
shall not be more than sixty nor less than ten days before the date of 
such meeting, nor more than sixty days prior to any other action. 

If no record date is fixed: 
 

(a)  The record date for determining stockholders entitled to notice of 
or to vote at a meeting of stock- holders shall be at the close of 
business on the day next preceding the day on which notice is given,-- 
or if notice is waived, at the close of business on the day next 
preceding the day on which the meeting is held. 
 

(b)  The record date for determining stockholders entitled to express 
consent to corporate action in writing without a meeting, when no prior 
action by the Board of Directors is necessary, shall be the day on which 
the first written consent is expressed. 
 

(c)  The record date for determining stockholders for any other purpose 
shall be at the close of business on the day on which the Board of 
Directors adopts the resolution relating thereto. 
 

(d)  A determination of stockholders of record entitled to notice of or 
to vote at a meeting of stockholders shall apply to any adjournment of 
the meeting; provided, however, that the Board of Directors may fix a 
new record date for the adjourned meeting. 

Section 5.  Dividends:  The Board of Directors may declare and pay 
dividends upon the outstanding shares of the corporation from time to 
time and to such extent as they deem advisable, in the manner and upon 
the terms and conditions provided by the statute and the Certificate of 
Incorporation. 

Section 6.  Reserves:  Before payment of any dividend there may be set 
aside out of the net profits of the corporation such sum or sums as the 
directors, from time to time, in their absolute discretion, think proper 
as a reserve fund to meet contingencies, or for equalizing dividends, or 
for repairing or maintaining any property of the corporation, or for 
such other purpose as the directors shall think conducive to the 
interests of the corporation, and the directors may abolish any such 
reserve in the manner in which it was created. 
 

ARTICLE IX -- MISCELLANEOUS PROVISIONS 

Section 1.  Checks:  All checks or demands for money and notes of the 
corporation shall be signed by such officer or officers as the Board of 
Directors may from time to time designate. 

Section 2.  Fiscal Year:  The fiscal year shall begin on the first day 
of  January. 

Section 3.  Notice:  Whenever written notice is required to be given to 
any person, it may be given to such person, either personally or by 
sending a copy thereof through the mail, by fax, or by telegram, charges 
prepaid, to his address appearing on the books of the corporation, or 
supplied by him to the corporation for the purpose of notice.  If the 
notice is sent by mail, fax or by telegraph, it shall be deemed to have 
been given to the person entitled thereto when deposited in the United 
States mail, faxed or with a telegraph office for transmission to such 
person.  Such notice shall specify the place, day and hour of the 
meeting and, in the case of a special meeting of stockholders, the 
general nature of the business to be transacted. 

Section 4.  Waiver of Notice:  Whenever any written notice is required 
by statute, or by the Certificate or the By-Laws of this corporation a 
waiver thereof in writing, signed by the person or persons entitled to 
such notice, whether before or after the time stated therein, shall be 
deemed equivalent to the giving of such notice.  Except in the case of a 
special meeting of stockholders, neither the business to be transacted 
at nor the purpose of the meeting need be specified in the waiver of 
notice of such meeting.  Attendance of a person either in person or by 
proxy, at any meeting shall constitute a waiver of notice of such 
meeting, except where a person attends a meeting for the express purpose 
of objecting to the transaction of any business because the meeting was 
not lawfully called or convened. 

Section 5.  Disallowed Compensation:  Any payments made to an officer or 
employee of the corporation such as a salary, commission, bonus, 
interest, rent, travel or entertainment expense incurred by him, which 
shall be disallowed in whole or in part as a deductible expense by the 
Internal Revenue Service, shall be reimbursed by such officer or 
employee to the corporation to the full extent of such disallowance.  It 
shall be the duty of the directors, as a Board, to enforce payment of 
each such amount disallowed.  In lieu of payment by the officer or 
employee, subject to the determination of the directors, proportionate 
amounts may be withheld from his future compensation payments until the 
amount owed to the corporation has been recovered. 

Section 6.  Resignations:  Any director or other officer may resign at 
anytime, such resignation to be in writing, and to take effect from the 
time of its receipt by the corporation, unless some time be fixed in the 
resignation and then from that date.  The acceptance of a resignation 
shall not be required to make it effective. 
 

ARTICLE X -- ANNUAL STATEMENT 

Section 1.  The President and Board of Directors shall present at each 
annual meeting a full and complete statement of the business and affairs 
of the corporation for the preceding year.  Such statement shall be 
prepared and presented in whatever manner the Board of Directors shall 
deem advisable and need not be verified by a certified public 
accountant. 
 

ARTICLE XI -- AMENDMENTS 

Section 1.  These By-Laws may be amended or repealed by the vote of 
stockholders entitled to cast at least a majority of the votes which all 
stockholders are entitled to cast thereon, at any regular or special 
meeting of the stockholders, duly convened after notice to the 
stockholders of that purpose. 
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Contributed to the Library by Richard Widrig
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