Excerpts from Corporate Bylaws Sample

Corporate Bylaws consist of a number of Articles divided into paragraphs.

BYLAWS OF

.....(CORPORATION X).....

 

ARTICLE I

SHAREHOLDERS

1.1 Annual Meeting. A meeting of shareholders shall be held each year for the election of directors and for the transaction of any other business...

 

1.2 Special Meeting. Special meetings of the shareholders, for any purpose or purposes, shall be held when directed by the board of directors, president, or at the request of the holders....

 

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

 

1.4 Notice of Meeting. Whenever shareholders 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.

 

1.5 Shareholders' List. After fixing a record date for a meeting of shareholders, the corporation shall prepare list of the names of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder.

 

1.6 Voting Per Share. Unless otherwise provided in the articles of incorporation, each shareholder is entitled to one vote for each outstanding share held by him or her.

Note:

By written ballot – тайным голосованием

Notice - уведомление

Record date - дата выплаты дивиденда

Unless otherwise provided – если не указано иначе

 

ARTICLE II

BOARD OF DIRECTORS

2.1 Directors: The business and affairs of this corporation shall be managed by its Board of Directors, ____ in number. They shall be elected by the shareholders at the annual meeting of shareholders of the corporation, and each director shall be elected for the term of one year, and until his earlier resignation or removal.

 

2. 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.

 

2.3 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.

Note:

Resignation - уход с должности

ARTICLE III

OFFICERS

 

3.1 Officers. The executive officers of the corporation chosen by the directors shall be a President, a Vice-President and a Chief Financial Officer.

 

3.2 Appointment and Term of Office. The officers of the corporation shall be appointed annually by the Board of Directors.

 

3.3 Resignation. Any officer of the corporation may resign from his or her respective office or position by delivering notice to the corporation.

3.4 Removal. Any officer of the corporation may be removed from his or her respective office by the Board of Directors whenever they decide so in the best interest of the corporation.

 

3.5 President. The president shall be the chief executive officer of the corporation who shall have general and active management of the business of the corporation and shall subject to the control of the Board of Directors.

 

3.6 Compensation. The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors.

 

ARTICLE IV

CERTIFICATES OF STOCK. DIVIDENDS

4.1 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.

 

4.2 Transfer of Shares. Transfers of shares of stock of the corporation shall be made only on the stock transfer books of the corporation, and only after the surrender to the corporation of the certificates representing such shares.

 

4.3. 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.

Note:

Share ledger - книга учёта акций

Stock transfer book – книга учета передаваемых акций

Surrender – передача (to surrender - передать, сдать)

 

 

ARTICLE V

AMENDMENTS

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by action of the board of directors.

Note:

Alter - переделывать

Repeal - отменять

Task 3

What Article/Paragraph provides

- how the directors shall be elected?

- the term each director is elected for?

- how often shareholders meetings shall be held?

- how often shall board meetings shall be held?

- how shareholders learn about the meetings?

- information on who can initiate special meetings of shareholders?

- how a special meeting of the Board may be called?

- what major executive officers of the company shall be?

- information on the functions of the President?

- information on the requirements of certificates of stock registration?

- information on the term the executive officers are elected for?

- how the Bylaws may be amended or altered?

- how the officers may resign from the office?

- how the officers shall be compensated for the service?

- how shareholders shall vote?

- how shareholders shall transfer the shares of stock?

Answer Example

- Paragraph 1.3 provides how the directors shall be elected. It is stated that directors shall be elected by written ballot.

 

Task 4. Compare the information

The following texts are samples of Memorandum of Associations and Articles of Association, both are foundation documents for a company incorporation in the UK.

Compare the above Bylaws and Articles of Incorporation (АЯЮ стр. 98) to the documents below. Finish the sentences paying attention to the highlighted connectors. Make up sentences of your own.

 

Both the Articles of Incorporation and the Memorandum of Association contain information on ……

Corporate Bylaws as well as the Articles of Association set forth the rules of ……….

Similar to the Articles of Associations the information on directors powers in the Bylaws ………

In comparison to the Articles of Incorporation the Memorandum of Association provides ……

Unlike the Articles of Association the Memorandum specifies ……..

The provisions on authorized share capital and shares classification are set forth in ……. as well as ….. (and)…..

The provisions on annual and special meetings procedure is found both ….. and …….

Unlike the Articles of Incorporation the Bylaws contain articles related to …….

 

Memorandum of Association

of

Intertech Trading Limited

 

1. NAME

The name of the company is Intertech Trading Limited.

 

2. REGISTERED OFFICE

The registered office of the Company will be situated at Rickams Bay 1, Road Town, UK

3. REGISTERED AGENT

The registered agent of the Company will be Barton Ltd. or such other person or company being a person or company entitled to act as a registered agent as the directors may from time to time determine.

 

4. GENERAL OBJECTS AND POWERS

The objects for which the Company is established are to engage in any business or businesses whatsoever, or in any acts or activities, which are not prohibited under any law for the time being in force in the UK, including but not limited to:

Carry on without any limitation(s) and anywhere in the world all kinds of legal activities, whether commercial, industrial, financial, investment, cinematographer, broadcasting, advertisement, aerial, real estate, mining, maritime, or agricultural related activities, as well as the acquisition and sale of shares, bonds, securities and any other assets, as well as to engage in any other legal activity which its Board of Directors or, Members may decide.

To do all such other things as are incidental to or the Company may think conductive to the attainment of all or any of its objects.

5. CAPITAL

5.1 AUTHORIZED CAPITAL

The authorized capital of the Company is FIFTY THOUSAND DOLLARS (US$50,000.00), United States of America legal currency, divided into 50,000 shares of ONE DOLLAR (US$1.00), each. The directors shall by resolution determine, at their discretion, and from time to time, how many shares thereof are to be issued as registered shares and how many shares thereof are to be issued as bearer shares.

5.2 CLASSES, RIGHTS, AND QUALIFICATIONS OF SHARES

The shares shall be divided into such number of classes and series as the members shall by resolution from time to time determine and until so divided shall comprise one class and series.

……………………

6. SERVICE OF NOTICE ON BEARER SHARE HOLDERS

7. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company may amend its Memorandum of Association and Articles of Association by a resolution of members or by a resolution of directors, except for those amendments, which are expressly stated in the Memorandum or Articles of Association or the UK legislation in force, to be reserved exclusively to the Members.

8. DURATION

The duration of the Company's existence shall be perpetual as of the date of its incorporation. Notwithstanding, the dissolution and liquidation of the corporation may be resolved at any time, in accordance with the International Business Companies Ordinance 1984, and any amendment thereof.

 

NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER:

Articles of Association

 

Regulations for management of a company limited by shares (as prescribed by regulations (805 SI 85) (as amended by 1052 SI 85) made under 8 Companies Act 1985).

 

Interpretation

(1) In these regulations:

 

(i) the Act means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force.

(ii) the Articles means the articles of the company.

………………………

(v) office means the registered office of the company.

(vi) the holder in relation to shares means the member whose name is entered in the register of members as the holder of the shares.

……………….

Share Capital

(2) Under the provisions of the Act and without prejudice to any rights attached to any existing shares, any share may be issued with such rights or restrictions as the company may by ordinary resolution determine.

…………………………………….

Share Certificates

(6) Every member, upon becoming the holder of any shares, shall be entitled without payment to one certificate for all the shares of each class held by him ………Every certificate shall be sealed with the seal and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon.

……………………………………………

Transfer of shares

(23) The instrument of transfer of a share may be in any usual form or in any other form which the directors may approve and shall be executed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee.

(24) The directors may refuse to register the transfer of a share which is not fully paid to a person of whom they do not approve and they may refuse to register the transfer of a share on which the company has a lien.

………………………….

Alteration of share capital

(32) The company may by ordinary resolution:

(i) increase its share capital by new shares of such amount as the resolution prescribes;

(ii) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(iii)subject to the provisions of the Act sub-divide its shares, or any of them, into shares of smaller amount and the resolution may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage as compared with the others; and

(iv) cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the share so cancelled.

………………………………….

General meetings

(36) All general meetings other than annual general meetings shall be called extraordinary general meetings.

Notice of general meetings

(38) An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a director shall be called by a least 21 clear days' notice. All other extraordinary general meetings by at least 14 clear days' notice

…………….

The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in case of an annual general meeting, shall specify the meeting as such.

……………………

(40) No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorized representative of a corporation, shall be a quorum.

…………………

(44) A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the company.

……………………………..

Votes of members

……………………

Number of directors

(64) Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to any maximum but shall be not less than two.

………………

Powers of directors

(70) Subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the company shall be managed by the directors who may exercise all the powers of the company. ……….

(71) The directors may, by power of attorney or otherwise, appoint any person to be the agent of the company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.