Sample Corporation By-laws is only a sample By-laws of corporation.
(STOCK)
BY-LAWS
OF
TATLONG ITLOG REMEDYO, INC.
(Name of Corporation)
ARTICLE I
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES
Section 1. Subscription Subscribers to the capital stock of the corporation shall pay the value 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 The stockholder shall be entitled to one or more certificates for fully paid stock subscription in his name in the books of the corporation. The certificate 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 certificate shall be signed by the President, countersigned by the Secretary or Assistant Secretary, and sealed with thecorporate seal.
Section 3. Transfer of Shares Subject to restrictions, terms and conditions contained in the Articles of Incorporation, shares may be transferred, sold, assigned or pledge by delivery of the certificate duly endorsed by the stockholders, 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. The Secretary shall cancel thestock certificates and issue new certificates 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 shall be stamped Cancelled on the face thereof, together with the date of cancellation, and attached to thecorresponding stub with the certificate book.
Section 4. Lost certificates In case any stock certificates is lost, stolen, or destroyed, a new certificate may be issue in lieu thereof in accordance with the procedure prescribed under Section 73 of the CorporationCode.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Annual / Regular Meetings The annual/regular meeting of stockholders shall be held at the principal office on (state the date) of each year, if legal holidays, ten on the following day.
Section 2. Special Meeting The special meeting of stockholders, for any purpose or purposes, may at ay time be called by any of the following: (a) Board of Directors, at its own instance, or at the written request of stockholdersrepresenting 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 wherethe 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 or by mail at least two (2) weeks prior to the date of the meeting to each stockholder of record at his last known address. The notice shall sate the place, date and time of themeeting, and the purpose or purposes for which the meeting is called.
When the meeting of the 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 dateof the meeting.
Section 5. Quorum Unless otherwise provided by law, in all regular or special meeting of stockholders, a majority of the outstanding capital stocks 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 stockshall be present..
Section 6. Conduct of Meeting Meeting of the stockholders shall be presided over by the President, or in his absence, by a chairman to be chosen by the stockholders. The Secretary, shall act as Secretary of every meetings, but if not present, the chairman of the meeting shall appoint a secretary of themeeting.
Section 7. Manner of Voting At all meetings of stockholders, a stockholder may vote in person or by proxy. 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. Proxies filed with the Secretary may be revoked by 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 themeeting.
Section 8. Closing of Transfer Books or 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, the Board of Directors may provide that the stock and transferbooks be closed for ten (10) working day immediately preceding such meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Power of the Board Unless otherwise provided by law, the corporate power 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 powers as may be granted by law, the Board of Directors shall also have the following powers:
a) From time to time, to make and change rules and regulations not inconsistent with these by-laws for the management of the corporations business affairs;
b) To purchase, receive, toke or otherwise acquire for and in the name of the corporation, any and all properties, rights, or privileges, including securities and bonds of other corporations, for such consideration and upon such terms and conditions asthe Boar may deem proper or convenient.;
c) To invest the funds of the corporation in other corporation or for purposes other than those for which the corporation was organized, subject to such stockholders’approval as may be required by law.
d) To incur such indebtedness as the Board may deem necessary, to issue evidence of indebtedness including without limitation, notes, deeds of trust, bonds, debentures, or securities, subject to such stockholders approval as may be required by law, and/or pledge, mortgage, or otherwise encumber all part of theproperties of the corporation;
e) To establish pension, retirement, bonus, or other types of incentives or compensation plans for the employees, including officers and directors or the corporation;
f) To prosecute, maintain, defend, compromise o abandon ay lawsuit in which the corporation of its officers are either plaintiffs or defendants in connectionwith the business of the corporation;
g) 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 of the corporation to any standing or special committee o any officer or agent and to appoint any person to be agent of the corporation with such powers and upon such terms as may bedeem fit;
h) To implement these by-laws and to act on any matter not covered by these by-laws, provided such matter doest not require the approval or consent of the stockholders underthe Corporation Code.
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 stockholders or by expiration of term, may be filled by the votes of at least a majority of the remaining directors, if still constituting a quorum; otherwise, the vacancy must be filled by the stockholder 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 unexpected term of his predecessor in office.
The vacancy resulting from the removal of director by the stockholders in the manner provided by law may be filled 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 notices asprescribed in these by-laws.
Section 4. Meetings Regular meeting of the Board of Directors shall be held once a month on such dates and places as may be called by the Chairman ofthe board, or upon the request of majority of the Directors.
Section 5. Notice Notice of the regular or special meeting of the Board of Directors, specifying the dates, time and place of the meeting, shall be communicated by the Secretary to each director personally, or by telephone, telegram, or by written message. A director may waive this requirement, eitherexpressly 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 corporate act, except for the election of officers which shall require the votes of a majorityof all the members of the Board.
Section 7. Conduct of Meetings Meeting of the Board of Directors shall be presided over by the Chairman of the Board, or in his absence, by any other director chosen by the Board. The Secretary, shall act as secretary of every meeting, if not present, the Chairman of the meeting, shall appoint a secretaryof the meeting.
Section 8. Compensation By resolution of the Board, each directors shall receive a reasonable per diem allowance for his attendance at each meeting of the Board. As compensation, the Boards 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 theoutstanding capital stock at a regular or special meeting of the stockholders.
ARTICLE IV
OFFICER
Section 1. Election / Appointment Immediately after their election, the Board of Directors shall formally organize by electing the President, the 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 Presidentand Treasurer or Secretary at the same time.
Section 2. President The President shall be the Chief Executive Officer of the corporation and shall exercise the following functions:
a) To preside at the meeting of the stockholders;
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 thosefor executive training, development and compensation;
c) To supervise and mange the business affairs of the corporation upon the direction of the Board of Directors;
d) To implement the administrative and operational policies of the corporation under his supervision and control;
e) 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 statements of accounts of the corporation;
g) To present the corporation at all functions and proceedings;
h) To execute on behalf of the corporation all contracts, agreements and other instruments affecting the interests of the corporation which requires the approval of theBoard of Directors;
i) To make reports to the Board of Directors and stockholders;
j) To sign certificates of stock;
k) To perform such other duties as are incident to his office or are entrusted to him by the Board of Directors.
Section 4. The Vice-President He shall, if qualified, act as President in the absence of the latter. He shall have such other powers and duties as may from time to time be assigned to him by the Board of Directors or by the President.
Section 5. The Secretary The Secretary must be a resident and citizen of the. He shall have the following specific powers and duties.
a) To record the minutes and transactions of all meetings of the directors and the stockholders and to maintain minute books of such meetings in the form andmanner required by law;
b) To keep record books showing the details required by law with respect to the stock certificates of the corporation, including ledgers and transfer books showingall shares of the corporation subscribed, issued and transferred;
c) To keep corporate sales 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 governmentrules and regulations;
f) To act as the inspector at 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 existence of a quorum the validity and effect of proxies, and to receive votes, ballots or consistent, hear and determine questions in connection with the right to vote, count and tabulate all votes,determine the result, and do such acts are roper to conduct the election;
g) To perform such other duties as are incident to his office or as may be assigned to him by the Board of Directors or the resident.
Section 6. The Treasurer - The Treasurer of the corporations shall have the following duties:
a) To keep full and accurate accounts of receipts and disbursement 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;
d) To render an annual statements showing the financial condition of the corporation and such other financial reports as the Board of Directors, or the President may, fromtime 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 roper 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 the officers shall be one (1) year and until their successors are duly elected and qualified;
Section 8. Vacancies If any position of the officers becomes vacant by reason of death, resignation, disqualification or for other cause, the Board of Directors, by majority vote may elect a successor who shall hold office for theunexpired term;
Section 9. Compensation The officers shall receive such remuneration as the Board of Directors may determine. A director shall not be preclude from serving the corporation in any other capacity as an officer, agent or otherwise,and receiving compensation thereof.
ARTICLE V
OFFICES
Section 1. 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 some other branch offices, either within o outside the __________as the Board of Directors may designate.
ARTICLE VI
AUDIT OF BOOKS, FISCAL YEAR AMD DIVIDENDS
Section 1. External Auditor At the regular stockholders meeting, the external auditor of the corporation for the ensuing year shall be appointed. The external auditor shall examine, verify and report on the earnings and expenses of the corporation.
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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 the year.
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Section 3. Dividends Dividends shall be declared and paid out of the unrestricted retained earning 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 withlaw.
ARTICLE VII
SEAL
Section 1. Forms and Inscriptions The corporate seal shall be determined by the Board of Directors.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be amended or replaced 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 ay stockholders meeting called for that purpose. However, the power to amend, modify, repeal or adopt new by-laws may be delegated to the Board of Directors by affirmative vote of stockholders representing not less than two-thirds of the outstanding capital stock; provided, however, that 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 stockholders representing a majority of the outstanding capital stock at a regural or special meeting.
IN WITNESS WHEREOF, we, the undersigned stockholders have adopted the foregoing by-laws and hereunto affixed our signatures this ___________ day of ________________, 200__ at _________________________.
(Note: 1. If filed with Articles of Incorporation, these by-laws should be signed by all incorporators;
2. If filed after incorporation, should be signed by the majority of the subscribers and should submit directors certification for theadoption of the by-laws.)
