Corporate Bylaws Template Page 3
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12any such determination of shareholders, such date to be not more than fifty
days, and, in case of a meeting of shareholders, not less than ten days
prior to the (late on which the particular action requiring such determination
of shareholders is to be taken.
2.9
Proxies: A shareholder may vote either in person or by proxy executed in
writing by the shareholder, or his duly authorized attorney-in-fact. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
2.10 Action by Shareholders Without a Meeting: Any action required or which
may be taken at a meeting of shareholders of the corporation, may be
taken at a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof. Such consent shall have the same force and effect
as a unanimous vote of the shareholders.
2.11 Waiver of Notice: A waiver of notice required to be given any shareholder,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein for the meeting, shall be equivalent to the
giving of such notice.
ARTICLE 3
Stock
3.1
Certificates: Certificates of stock shall be issued in numerical order, and
each shareholder shall be entitled to a certificate signed by the President,
or a Vice President, and the Secretary or Assistant Secretary, and may be
sealed with the seal of the corporation or a facsimile thereof The signatures
of such officers may be facsimiles if the certificate is manually signed on
behalf of the transfer agent, or registered by a registrar, other than the
corporation itself or an employee of the corporation. If an officer who has
signed or whose facsimile signature has been placed upon such certificate
ceases to be an officer before the certificate is used, it may be issued by
the corporation with the same effect as if the person were an officer on the
date of issue.
3.2
Transfer: Transfers of stock shall be made only upon the stock transfer
books of the corporation, kept at the registered office of the corporation or
at its principal place of business, or at the office of its transfer agent or
registrar; and before a new certificate is issued. the old certificate shall be
surrendered for cancellation. The Board of Directors may, by resolution,
open a share register in any state of the United States, and may employ an
agent or agents to keep such register, and to record transfers or shares
therein.
Corporate Bylaws - 3
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