Commentary that explains the U.S. foundation documents

Document filed with a U.S. State by the founders of a corporation. After approving the articles, the state issues a certificate of incorporation; the two documents together become the Charter that gives the corporation its legal existence. The charter embodies such information as the corporation's name, purpose, amount of authorized shares, and number and identity of directors. The corporation's powers thus derive from the laws of the state and from the provisions of the charter. Rules governing its internal management are set forth in the corporation's Bylaws, which are drawn up by the founders.

There is no set criteria for the content of bylaws, but they typically set forth internal rules and procedures for the corporation, touching on issues like the existence and responsibilities of corporate offices, the size of the board of directors and the manner and term of their election, how and when board and shareholder meetings will be held, who may call meetings, and how the board of directors will function. You are not required to file bylaws with the Secretary of State, but the corporation must keep a copy at its principal place a business.

 

Task 2. Read the document to see the structure and general idea of each Article.

 

CORPORATE BYLAWS

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: