Here is a sample of By Laws of a Stock Corporation.
By Laws Stock Corporation
BY-LAWS
OF
_____________________, Inc.
ARTICLE I
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES
Section
1. Subscriptions - Subscribers to the capital stock of the corporation
shall pay to the corporation the subscription value or price of the
stock in accordance with the terms and conditions prescribed by the
Board of Directors. Unpaid subscriptions shall not earn interest unless
determined by the Board of Directors.
Section
2. Certificate - Each stockholder shall be entitled to one or more
certificates for such fully paid stock subscription in his name in the
books of the corporation. The certificates shall contain the matters
required by law and the Articles of Incorporation. They shall be in such
form and design as may be determined by the Board of Directors and
numbered consecutively. The certificates, which must be issued in
consecutive order, shall bear the signature of the President, mutually
countersigned by the Secretary or Assistant Secretary, and sealed with
the corporate seal.
Section
3. Transfer of Shares - Subject to the restrictions, terms and
conditions contained in the Articles of Incorporation, shares may be
transferred, sold, ceded, assigned or pledged by delivery of the
certificates duly endorsed by the stockholder, his attorney-in-fact, or
other legally authorized person. The transfer shall be valid and binding
on the corporation only upon record thereof in the books of the
corporation, cancellation of the certificate surrendered to the
Secretary, and issuance of a new certificate to the transferee.
No shares of stock against which the corporation holds unpaid claim shall be transferable in the books of the corporation.
All
certificates surrendered for transfer shall be stamped "Canceled"on the
face thereof, together with the date of cancellation, and attached to
the corresponding stub with the certificate book.
Section
4. Lost Certificates - In case any certificate for the capital stock of
the corporation is lost, stolen, or destroyed, a new certificate may be
issued in lieu thereof in accordance with the procedure prescribed
under Section 73 of the Corporation Code
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section
1. Regular Meetings - The regular meetings of stockholders, for the
purpose of electing directors and for the transaction of such business
as may properly come before the meeting, shall be held at the principal
office on the _____________ of each year, if a legal holiday, then on
the following day.
Section
2. Special Meeting - The special meetings of stockholders, for any
purpose or purposes, may at any time be called by any of the following:
(a) Board of Directors, at its own instance, or at the written request
of stockholders representing a majority of the outstanding capital
stock, (b) President.
Section
3. Place of Meeting - Stockholders' meetings, whether regular or
special, shall be held in the principal office of the corporation or at
any place designated by the Board of Directors in the city or
municipality where the principal office of the corporation is located.
Section
4. Notice of Meeting - Notices for regular or special meetings of
stockholders may be sent by the Secretary by personal delivery or by
mail at least two (2) weeks prior to the date of the meeting to each
stockholder of record at his last known post office address or by
publication in a newspaper of general circulation. The notice shall
state the place, date and hour of the meeting, and the purpose or
purposes for which the meeting is called. In case of special meetings,
only matters stated in the notice can be subject of motions or
deliberations at such meeting.
When
the meeting of stockholders is adjourned to another time or place, it
shall not be necessary to give any notice of the adjourned meeting if
the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken. At the reconvened
meeting, any business may be transacted that might have been transacted
on the original date of the meeting.
Section
5. Quorum - Unless otherwise provided by law, in all regular or special
meeting of stockholders, a majority of the outstanding capital stock
must be present or represented in order to constitute a quorum. If no
quorum is constituted, the meeting shall be adjourned until the
requisite amount of stock shall be present.
Section
6. Conduct of Meeting - Meeting of the stockholders shall be presided
over by the Chairman of the Board, or in his absence, the President, or
if none of the foregoing is in office and present and acting, by a
chairman to be chosen by the stockholders. The Secretary shall act as
Secretary of every meeting, but if not present, the chairman of the
meeting shall appoint a secretary of the meeting. The chairman of the
meeting may adjourn the meeting from time to time, without notice other
than announced at the meeting.
Section
7. Manner of Voting - At all meetings of stockholders, a stockholder
may vote in person or by proxy executed in writing by the stockholder or
his duly authorized attorney-in-fact. Unless otherwise provided in the
proxy, it shall be valid only for the meeting at which it has been
presented to the Secretary.
All
proxies must be in the hands of the Secretary before the time set for
the meeting. Such proxies filed with the Secretary may be revoked by the
stockholders either in an instrument in writing duly presented and
recorded with the Secretary prior to a scheduled meeting or by their
personal presence at the meeting.
Section
8. Closing of Transfer Books of Fixing of Record Date - For the purpose
of determining the stockholders entitled to notice of, or to vote at,
any meeting of stockholders or any adjournment thereof or to receive
payment of any dividend, or of making a determination of stockholders
for any proper purpose, the Board of Directors may provide that the
stock and transfer books be closed for a stated period, but not to
exceed, in any case, twenty (20) days. If the stock and transfer books
be closed for the purpose of determining stockholders entitled to notice
of, or to vote at, a meeting of stockholders, such books shall be
closed for at least ten (10) working days immediately preceding such
meeting. In lieu of closing the stock and transfer books, the Board of
Directors may fix in advance a date as the record date which shall in no
case be more than twenty (20) days prior to the date on which the
particular action requiring such determination of stockholders is to be
taken, except in instance where applicable rules and regulations
provided otherwise.
ARTICLE III
BOARD OF DIRECTORS
Section
1. Powers of the Board - Unless otherwise provided by law, the
corporate powers of the corporation shall be exercised, all business
conducted and all property of the corporation controlled and held by the
Board of Directors to be elected by and from among the stockholders.
Without prejudice to such general powers and such other powers as may be
granted by law, the Board of Directors shall have the following express
powers:
a)
From time to time, to make and change rules and regulations not
inconsistent with these by-laws for the management of the corporation's
business and affairs;
b) To
purchase, receive, take or otherwise acquire in any lawful manner, for
and in the name of the corporation, any and all properties, rights,
interest or privileges, including securities and bonds of other
corporations, as the transaction of the business of the corporation may
reasonably or necessarily require, for such consideration and upon such
terms and conditions as the Board may deem proper or convenient;
c) To
invest the funds of the corporation in another corporation or business
or for any other purposes other than those for which the corporation was
organized, whenever in the judgment of the Board of Directors the
interests of the corporation would thereby be promoted, subject to such
stockholders' approval as may be required by law;
d) To
incur such indebtedness as the Board may deem necessary and, for such
purpose, to make and issue evidence of such indebtedness including,
without limitation, notes, deeds of trust, instruments, bonds,
debentures, or securities, subject to such stockholders' approval as may
be required by law, and/or pledge, mortgage, or otherwise encumber all
or part of the properties and rights of the corporation; provided that
the borrowing shall be sourced from not more than nineteen (19) lenders;
e) To
guarantee and secure payment of, for and in behalf of the obligations of
other corporations or entities in which it has lawful interest;
f) To
make provisions for the discharge of the obligations of the corporation
as they mature, including payment for any property, or in stocks, bonds,
debentures, or other securities of the corporation lawfully issued for
the purpose;
g) To
sell, lease, exchange, assign, transfer or otherwise dispose of any
property, real or personal, belonging to the corporation whenever in the
Board's judgment, the corporation's interest would thereby be promoted;
h) To
establish pension, retirement, bonus, profit- sharing, or other types of
incentives or compensation plans for the employees, including officers
and directors of the corporation and to determine the persons to
participate in any such plans and the amount of their respective
participation;
i) To
prosecute, maintain, defend, compromise or abandon any lawsuit in which
the corporation or its officers are either plaintiffs or defendants in
connection with the business of the corporation, and likewise, to grant
installments for the payments or settlement of whatsoever debts are
payable to the corporation;
j) To
delegate, from time to time, any of the powers of the Board which may
lawfully be delegated in the course of the current business or
businesses of the corporation to any standing or special committee or to
any officer or agent and to appoint any persons to be agents of the
corporation with such powers (including the power to sub-delegate), and
upon such terms, as may be deemed fit;
k) To
implement these by-laws and to act on any matter not covered by these
by-laws provided such matter does not require the approval or consent of
the stockholders under any existing law, rules or regulation.
Section
2. Election and Term - The Board of Directors shall be elected during
each regular meeting of stockholders and shall hold office for one (1)
year and until their successors are elected and qualified.
Section
3. Vacancies - Any vacancy occurring in the Board of Directors other
than by removal by the stockholders or by expiration of term, may be
filled by the vote of at least a majority of the remaining directors, if
still constituting a quorum; otherwise, the vacancy must be filled by
the stockholders at a regular or at any special meeting of stockholders
called for the purpose. A director so elected to fill a vacancy shall be
elected only for the unexpired term of his predecessor in office.
Any
directorship to be filled by reason of an increase in the number of
directors shall be filled only by an election at a regular or at a
special meeting of stockholders duly called for the purpose, or in the
same meeting authorizing the increase of directors if so stated in the
notice of the meeting.
The
vacancy resulting from the removal of a director by the stockholders in
the manner provided by law may be filed by election at the same meeting
of stockholders without further notice, or at any regular or at any
special meeting of stockholders called for the purpose, after giving
notice as prescribed in this by-laws.
Section
4. Meetings - Regular meetings of the Board of Directors shall be held
once every quarter of the year on such dates and at such times and
places as the Chairman of the Board, or in his absence, the President,
or upon the request of a majority of the directors and shall be held at
such places as may be designated in the notice.
Section
5. Notice - Notice of the regular or special meeting of the Board
specifying the date, time and place of the meeting, shall be
communicated by the Secretary to each director personally, or by
telephone, telex, telegram, facsimile or by written or oral message. A
director may waive this requirement, either expressly or impliedly.
Section
6. Quorum - A majority of the number of directors as fixed in the
Articles of Incorporation shall constitute a quorum for the transaction
of corporate business and every decision of at least a majority of the
directors present at a meeting at which there is a quorum shall be valid
as a corporate act, except for the election of officers which shall
require the vote of a majority of all the members of the Board.
Section
7. Conduct of the Meetings - Meetings of the Board of Directors shall
be presided over by the Chairman of the Board, or in his absence, the
President or if none of the foregoing is in office and present and
a?ting, by any other director chosen by the Board. The Secre4ary shall
act as secretary of every meeting, if not present, the Chairman of the
meeting shall appoint a secretary of the meeting.
Section
8. Compensation - By resolution of the Board, each director shall
receive a reasonable per diem allowance for the attendance at each
meeting of the Board. As compensation, the Board shall receive and
allocate an amount of not more than ten percent (10%) of the net income
before income tax of the corporation during the preceding year. Such
compensation shall be determined and apportioned among the directors in
such manner as the Board may deem proper, subject to the approval of
stockholders representing at least a majority of the outstanding capital
stock at a regular or special meeting of the stockholders.
ARTICLE IV
OFFICERS
Section
1. Election/Appointment - Immediately after their election, the Board
of Directors shall formally organize by electing the Chairman, the
President, one or more Vice- President, the Treasurer, and the
Secretary, at said meeting.
The
Board may, from time to time, appoint such other officers as it may
determine to be necessary or proper. Any two (2) or more positions may
be held concurrently by the same person, except that no one shall act as
President and Treasurer or Secretary at the same time.
Section
2. Chairman of the Board - The Chairman of the Board of Directors shall
preside at the meetings of the directors and the stockholders. He shall
also exercise such powers and perform such duties as the Board of
Directors may assign to him.
Section
3. President - The President, who shall be a director, shall be the
Chief Executive Officer of the corporation and shall also have
administration and direction of the day-to-day business affairs of the
corporation. He shall exercise the following functions:
a) To
preside at the meetings of the Board of Directors and of the
stockholders in the absence of the Chairman of the Board of Directors;
b) To
initiate and develop corporate objectives and policies and formulate
long range projects, plans and programs for the approval of the Board of
Directors, including those for executive training, development and
compensation;
c) To have general supervision and management of the business affairs and property of the corporation;
d) To
ensure that the administrative and operational policies of the
corporation are carried out under his supervision and control;
e)
Subject to guidelines prescribed by law, to appoint remove, suspend or
discipline employees of the corporation, prescribe their duties and
determine their salaries;
f) To oversee the preparation of the budgets and the statement of accounts of the corporation;
g) To prepare such statements and reports of the corporation as may be required of him by law;
h) To represent the corporation at all functions and proceedings;
i) To
execute on behalf of the corporation all contracts, agreements and other
instruments affecting the interests of the corporation which require
the approval of the Board of Directors, except as otherwise directed by
the Board of Directors;
j) To make reports to the Board of Directors and stockholders;
k) To sign certificates of stock;
l) To perform such other duties as are incident to his office or are entrusted to him by the Board of Directors;
The
President may assign the exercise or performance of any of the foregoing
powers, duties and functions to any other officer(s), subject always to
his supervision and control.
Section
4. The Vice-President(s) - If one or more Vice- Presidents are
appointed, he/they shall have such powers and shall perform such duties
as may from time to time be assigned to him/them by the Board of
Directors or by the President.
Section
5. The Secretary - The Secretary must be a resident and a citizen of
the Philippines. He shall be the custodian of and shall maintain the
corporate books and record and shall be the recorder of the
corporation's formal actions and transactions. He shall have the
following specific powers and duties:
a) To
record or see to the proper recording of the minutes and transactions of
all meetings of the directors and the stockholders and to maintain
minute books of such meetings in the form and manner required by law;
b) To
keep or cause to be kept record books showing the details required by
law with respect to the stock certificates of the corporation, including
ledgers and transfer books showing all shares of the corporation
subscribed, issued and transferred;
c) To
keep the corporate seal and affix it to all papers and documents
requiring a seal, and to attest by his signature all corporate documents
requiring the same;
d) To attend to the giving and serving of all notices of the corporation required by law or these by-laws to be given;
e) To
certify to such corporate acts, countersign corporate documents or
certificates, and make reports or statements as may be required of him
by law or by government rules and regulations;
f) To
act as the inspector of the election of directors and, as such, to
determine the number of shares of stock outstanding and entitled to
vote, the shares of stock represented at the meeting, the evidence of a
quorum, the validity and effect of proxies, and to receive votes,
ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as
are proper to conduct the election or vote. The Secretary may assign the
exercise or performance of any or all the foregoing duties, powers and
functions to any other person or persons, subject always to his
supervision and control;
g) To
perform such other duties as incident to his office or as may be
assigned to him by the Board of Directors or the President.
Section
6. Treasurer - The Treasurer of the corporation shall be its chief
fiscal officer and the custodian of its funds, securities and property.
The Treasurer shall have the following duties:
a) To keep full and accurate accounts of receipts and disbursements in the books of the corporation;
b) To have custody of, and be responsible for, all the funds, securities and bonds of the corporation;
c) To
deposit in the name and to the credit of the corporation, in such bank
as may be designated from time to time by the Board of Directors, all
the moneys, funds, securities, bonds and similar valuable effects
belonging to the corporation which may come under his control;
d) To
render an annual statement showing the financial condition of the
corporation and such other financial reports as the Board of Directors,
the Chairman, or the President, may, from time to time require;
e) To
prepare such financial reports, statements, certifications and other
documents which may, from time to time, be required by government rules
and regulations and to submit the same to the proper government
agencies;
f) To exercise such powers and perform such duties and functions as may be assigned to him by the President.
Section
7. Term of Office - The term of office of all officers shall be for a
period of one (1) year and until their successors are duly elected and
qualified. Such officers may however be sooner removed for cause.
Section
8. Vacancies - If any position of the officers becomes vacant by reason
of death, resignation, disqualification or for any other cause, the
Board of Directors by majority vote may elect a successor who shall hold
office for the unexpired term.
Section
9. Compensation - The by-laws officers shall receive such remuneration
as the Board of Directors may determine. All other officers shall
receive such remuneration as the Board of Directors may determine upon
recommendation of the President. A director shall not be precluded from
serving the corporation in any other capacity as an officer, agent, or
otherwise, and receiving compensation therefor.
ARTICLE V
OFFICE
Section
1. Office - The principal office of the corporation shall be located at
the place stated in Article III of the Articles of Incorporation. The
corporation may have such other branch offices, either within or outside
the Philippines, as the Board of Directors may designate or as the
business of the corporation may, from time to time require.
ARTICLE VI
AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS
Section
1. External Auditors - At the regular stockholders' meeting, the
external auditor or auditors of the corporation for the ensuing year
shall be appointed. The external auditor or auditors shall examine,
verify and report on the earnings and expenses of the corporation and
shall certify the remuneration of the external auditor or auditors as
determined by the Board of Directors.
Section
2. Fiscal Year - The fiscal year of the corporation shall begin on the
first day of January and end on the last day of December of each year.
Section
3. Dividends - Dividends shall be declared and paid out of the
unrestricted retained earnings which shall be payable in cash, property
or stock to all stockholders on the basis of outstanding stock held by
them, as often and at such times as the Board of Directors may determine
and in accordance with law and applicable rules and regulations.
ARTICLE VII
AMENDMENTS
Section
1. Amendments - This by-laws may be amended or repealed by the
affirmative vote of at least a majority of the Board of Directors and
the stockholders representing a majority of the outstanding capital
stock at any stockholders' meeting called for the purpose. However, the
power to amend, modify, repeal or adopt new by-laws may be delegated to
the Board of Directors by the affirmative vote of stockholders
representing not less than two-thirds of the outstanding capital stock;
provided, however, that any such delegation of powers to the Board of
Directors to amend, repeal or adopt new by-laws may be revoked only by
the vote of the stockholders representing a majority of the outstanding
capital stock at a regular or special meeting.
ARTICLE VIII
SEAL
Section 1. Form and Inscriptions - The corporate seal shall be determined by the Board of Directors.
ARTICLE IX
ADOPTION CLAUSE
The
foregoing by-laws was adopted by all the stockholders of the corporation
on _____________ at the principal office of the corporation.
IN
WITNESS WHEREOF, we, the undersigned incorporators present at said
meeting and voting thereat in favor of the adoption of said by-laws,
have hereunto subscribed our names this _____________ at _____________
City, Philippines.
(SIGNATURES OF ALL INCORPORATORS)