Corporate Bylaws Essay, Research Paper
BY-LAWS OF DKS, Inc.
ARTICLE I — OFFICES
ARTICLE II — SEAL
ARTICLE III — SKHOLDERS’ MEETINGS
ARTICLE IV — DIRECTORS
ARTICLE V — OFFICERS
ARTICLE VI — CORPORATE RECORDS
ARTICLE VII — SK CERTIFICATES, DIVIDENDS, ETC.
ARTICLE VIII — MISCELLANEOUS PROVISIONS
ARTICLE IX — ANNUAL STATEMENT
ARTICLE X — AMENDMENTS
ARTICLE I — OFFICES
Section 1. The registered office of the corporation shall be at: 1234 5th Street, Cocoa Beach, Florida 32920
Section 2. The corporation may also have offices in Coffee County, Georgia.
Section 3. The registered agent is Michelle Vitt Baker, 200 Brevard Avenue, Cocoa, Florida 32922.
ARTICLE II — SEAL
Section 1. The Corporate Seal will be circular and the name ?DKS? for this corporation will be in the center. It will have the State of Florida inscribed as well as the year 2000, with the words ?Corporate Seal?.
ARTICLE III — SKHOLDERS’ MEETINGS
Section 1. Meetings of stockholders shall be held at the registered office of the corporation in this state.
Section 2. Annual Meetings: The annual meeting of the stockholders shall be held on the first day of September in each year, starting in the year 2000 at seven (7) p.m., if not a legal holiday. If a legal holiday, the meeting shall take place on the next business day.
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 Board of Directors, or stockholders entitled to cast at least one-third 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 thirty days after receipt of the request, and to give due notice thereof. 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 thirty 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, two (2), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If the quorum is not present, the meeting shall be postponed.
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. 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 thirty days before the date of the meeting to each stockholder entitled to vote at such meeting. This notice shall be sent through the United States Postal Service.
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.
ARTICLE IV — DIRECTORS
Section 1. The business and affairs of this corporation shall be managed by its Board of Directors, three (3) in number. 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 one 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 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.
Section 4. Quorum: A majority of the total number of directors, two (2), 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 in Coffee County, Georgia.
Section 6. Compensation: There will not be any compensation to the Board of Directors.
Section 7. 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.
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 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. The salaries shall be five hundred dollars ($500) per week, and shall increase with growing business.
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/she 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.
Section 5. President: The President shall attend all sessions of the
Board. The President shall be the chief executive officer of the 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/she shall be.
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 — 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 there from. 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 VII — SK CERTIFICATES, DIVIDENDS, ETC.
Section 1. The stock certificates of the corporation shall be numbered consecutively 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 all of the officers of the corporation.
Section 2. Transfers: Transfers of shares shall be made on the books of the corporation upon surrender of the certificates therefore, 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 (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.
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. These payments will be made in six (6) month intervals.
ARTICLE VIII — 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 August.
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.
ARTICLE IX — 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 will be verified by the registered agent, Michelle Vitt Baker.
ARTICLE X — 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.