By-Law Business and Affairs Template

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BY-LAW BUSINESS AND AFFAIRS

ARTICLE I. NAME OF THE COMPANY

ARTICLE II. PURPOSE

ARTICLE III. MEETING

ARTICLE IV. MEMBERSHIP

ARTICLE V. BOARD OF DIRECTORS

ARTICLE VI. COMMITTEES

ARTICLE VII. AMENDMENTS

ARTICLE VIII. CERTIFICATION

ARTICLE I: NAME OF THE COMPANY

Section 1: Company Name

The Company shall be known as [SPECIFY THE NAME OF THE COMPANY].

Section 2: Principal Place of Business

The Principal place of business of the Company shall be located at [SPECIFY THE ADDRESS]. The Company shall also have branches in other locations:
[SPECIFY THE ADDRESS].

Section 3: Designation

The Company shall be a [SPECIFY IF PUBLIC OR PRIVATE CORPORATION] corporation.

ARTICLE II: PURPOSE

Section 1: Purpose

The purpose/s of the company is/are:

[SPECIFY PURPOSES]

ARTICLE III: MEETING

Section 1: Annual Meeting

The Shareholders shall hold an annual meeting on matters that shall be decided by them.

Place of Annual Meeting

The place of the annual meeting shall be designated by the Board of Directors, as provided in the Resolution adopted by them. In the absence of any resolution on the place of the annual meeting, the annual meeting shall be held at [SPECIFY THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY].

Date of Annual Meeting

The Date of the annual meeting shall be designated by the Board of Directors, as provided in the Resolution adopted by them. In the absence of any resolution on the date of the annual meeting, the date of the annual meeting shall be on the [SPECIFY DATE] of each year.

Time of Annual Meeting

The Time of the annual meeting shall be designated by the Board of Directors, as provided in the Resolution adopted by them. In the absence of any resolution on the date of the annual meeting, the time of the annual meeting shall be on [SPECIFY DATE MENTIONED ABOVE] at [SPECIFY TIME] of each year.

Section 2: Regular Meeting

The Shareholders shall hold a regular meeting on matters that shall be decided by them.

2.1. Place of Regular Meeting

2.2. Date of Regular Meeting

The Date of the Regular meeting shall be designated by the Board of Directors, as provided in the Resolution adopted by them. In the absence of any resolution on the date of the annual meeting, the date of the annual meeting shall be on the [SPECIFY DATE] of each month.

2.3. Time of Regular Meeting

The Time of the Regular meeting shall be designated by the Board of Directors, as provided in the Resolution adopted by them. In the absence of any resolution on the date of the annual meeting, the time of the annual meeting shall be on [SPECIFY DATE MENTIONED ABOVE] at [SPECIFY TIME] of each month.

Section 3: Special Meeting

Special meetings shall be those meetings called by the Chairman of the Board of Directors, the Executive Committee, or the majority of the board of directors. This shall be held on any days which are not held to be a regular or an annual meeting.

Section 4: Notice of the Meeting

The notice of the meeting shall be given to each voting member. The notice shall be printed, and mailed to each voting member at least _____ weeks before the date of the said meeting.

The exception to this provision shall be in cases of Special Meetings where the specified number of weeks cannot be followed.

Section 5: Meeting- Quorum

In all meetings conducted by the Board of Directors, it shall be considered a quorum when fifty percent (50%) plus one (1) of the number of the Board of Directors shall be present. In the event that there is no quorum, the meeting shall be rescheduled and those absent shall be given special notice for its attendance of the meeting.

Section 6: Voting

For all decisions on issues that needs to be decided through voting by the Board of Directors, it shall be decided through the majority of the votes of all the Board of Directors that are present during the meeting in which the voting takes place.

ARTICLE IV: MEMBERSHIP

Section 1: Eligibility

The members shall be those who are shareholders of the Corporation. Any and all shareholders shall be eligible as members.

Section 2: Annual Dues

The annual due shall be _________ ($00.00) a year. However, the annual dues can be changed through the majority votes of the Board of Directors. In such cases, the members shall be duly notified of the amended annual dues accordingly.

Section 3: Voting Rights

Each member shall have the right to appoint one voting representative to cast the member’s vote in the Elections.

Section 4: Non-voting Members

The Board of Directors shall have the power to define non-voting categories of the company’s members.

Section 5: Resignation

Any member of the company shall have the right to resign. It shall be done by filing a written resignation which shall be passed to the Secretary.

However, a member’s resignation shall not free him/her from any unpaid dues or charges that were previously incurred by the member.

Section 6: Termination

Any member of the company can be terminated by a majority of the votes of the Board of Directors.

ARTICLE V: BOARD OF DIRECTORS

Section 1: Role of the Board of Directors

The Board of Directors shall be responsible for the policy of the company, as well as the direction of the association, and operations of the business.

Section 2: Size of the Board of Directors

The Board of Directors shall consist of [SPECIFY NUMBER OF MEMBERS] members, but shall not be fewer than [SPECIFY MINIMUM NUMBER OF MEMBERS].

Section 3: Compensation of the Board of Directors

The Board of Directors shall not receive any compensation, except for the incurrence of reasonable and necessary expenses.

Section 4: Terms of Office of the Board of Directors

All the members of the Board shall serve for [SPECIFY THE TERMS] terms. The members of the Board shall be eligible for re-election for up to [SPECIFY NUMBER OF CONSECUTIVE TERMS] consecutive terms.

Section 5: Meetings

As provided in Article II, the Board of Directors shall have a meeting for all specified dates mentioned above, and shall be held at the place decided by them.

Section 6: Notices

The notices, as provided in Article II, shall be given [SPECIFY THE NUMBER OF WEEKS] weeks before the meeting, and shall be printed and mailed to all the Board of Directors, with the exception of Special Meetings.

Section 7: Board Elections

During Board Elections, the New Directors and the Current Directors shall be elected or be re-elected by those who are eligible to vote.

The Board Elections shall be held during the Annual Meeting, and the directors shall be voted by the majority of the members that are present during the Annual Meeting.

Section 8: Election Procedures

A Committee shall be formed and shall be responsible for the nomination of board members which would represent the different associations of the company.

As such, any member can also nominate a candidate of their own choice.

All members of the company shall be eligible to send at least one voting representative for the voting of each candidate, which shall be up to [SPECIFY NUMBER OF POSITIONS] positions every year.

Section 9: Quorum

As provided above, it shall be considered a quorum when fifty percent (50%) plus one (1) of the number of the Board of Directors shall be present. In the event that there is no quorum, the meeting shall be rescheduled and those absent shall be given special notice for its attendance of the meeting.

Section 10: Officers of the Board

The Officers of the Board shall consist of 4 members:
There shall be one (1) Chairman of the Board of Directors;
There shall be one (1) Vice-Chairman of the Board of Directors;
There shall be one (1) Secretary of the Board of Directors; and
There shall be one (1) Treasurer of the Board of Directors.

Section 11: Duties of the Board

11.1. Duties of the Chairman of the Board of Directors

The duties of the Chairman of the Board of Directors are the following:

The Chairman of the Board of Directors shall convene all Annual and Regular Board Meetings;
The Chairman of the Board of Directors shall preside the Annual and Regular Board Meetings;
The Chairman of the Board of Directors shall assign to other Executive Committee members the task of presiding the Annual and Regular Meetings.
[SPECIFY ANY OTHER DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS]

11.2. Duties of the Vice-Chairman of the Board of Directors

The duties of the Vice-Chairman of the Board of Directors are the following:

The Vice-Chairman of the Board of Directors shall chair the different committees on all special projects that are designated by the Board;
In the absence of the Chairman of the Board of Directors, the Vice-Chairman shall preside the Annual or Regular Board Meetings;
[SPECIFY ANY OTHER DUTIES OF THE VICE- CHAIRMAN OF THE BOARD OF DIRECTORS]

11.3. Duties of the Secretary of the Board of Directors

The duties of the Secretary of the Board of Directors are the following:

The Secretary of the Board of Directors shall be responsible for the keeping of the records of all actions taken by the Board of Directors;
The Secretary of the Board of Directors shall be responsible for the keeping of all resolutions made by the Board of Directors;
The Secretary of the Board of Directors shall be responsible for the taking of minutes of the meeting during all Board Meetings;
The Secretary of the Board of Directors shall be responsible for giving notice to the members on the place, date and time of the Meetings’
The Secretary of the Board of Directors shall be responsible for the distribution of copies of the Minute of the Meeting to all the Board of Directors;
The Secretary of the Board of Directors shall be responsible for the dissemination with regard to the agenda of the Meeting;
The Secretary of the Board of Directors shall be responsible for the assurance of the keeping of all records of the Meeting;
[SPECIFY ANY OTHER DUTIES OF THE SECRETARY OF THE BOARD OF DIRECTORS]

11.4. Duties of the Treasurer of the Board of Directors

The duties of the Treasurer of the Board of Directors are the following:

The Treasurer of the Board of Directors shall be responsible in making a financial report for every meeting that is held by the Board of Directors;
The Treasurer of the Treasurer of the Board of Directors shall be responsible in the chairmanship of the finance committee;
The Treasurer of the Board of Directors shall be responsible in the preparation of the budget;
The Treasurer of the Board of Directors shall be responsible in the development of fundraising plans;
The Treasurer of the Board of Directors shall be responsible in the making of the financial position of the company, as well as its availability to all board members;
[SPECIFY ANY OTHER DUTIES OF THE TREASURER OF THE BOARD OF DIRECTORS]

Section 12: Filling up of vacancies

In the event that there are vacancies in the membership of the Board of Directors, the Secretary of the Board of Directors shall receive nominations for new members of the Board from the current Board of Directors, and such shall be done [SPECIFY NUMBER OF WEEKS] weeks prior to the upcoming meeting, may it be special, regular or annual.

The names of the nominated members shall be sent out to all current members of the Board of Directors, together with the notice of announcement of the place, date and time of the upcoming meeting.

Section 13: Resignation

The members of the Board of Directors shall have the right to resign. As such, they may resign by giving a written and signed resignation letter to be passed to the Secretary of the Board of Directors.

In the event that the Secretary of the Board of Directors shall resign, shell shall forward his/her resignation letter directly to the Chairman of the Board of Directors.

Section 14: Termination

The members of the Board of Directors may also be terminated.

The members of the Board of Directors may be terminated for the following grounds:

Excess absences
Two consecutive absences without notice
[SPECIFY OTHER GROUNDS FOR TERMINATION]

The majority vote of the Board of Directors shall also terminate a member of the Board of Directors.

ARTICLE VI: THE COMMITTEES

Section 1: Formation of Committees

The members of the Board of Directors shall have the power and authority to make different committees as they may deem necessary.

As such, the members of the Board of Directors shall have the power and authority to assign different chairman for each committee.

Section 2: Committees

The two committees that are especially necessary for the company are the following:

Executive Committee
Finance Committee

Section 3: Executive Committee

The [SPECIFY THE CHAIRMAN] shall be the chairman of the Executive Committee.

The Executive Committee shall have [SPECIFY THE NUMBER OF OFFICERS] officers.

The Executive Committee shall have the following powers and authority:

Decision on the intervals of the Board meeting
[SPECIFY OTHER POWERS AND AUTHORITY OF THE EXECUTIVE COMMITTEE]

However, the Executive Committee shall have no power or authority to make amendments to this By-laws.

Section 4: Finance Committee

As provided above, the Treasurer shall be the chairman of the Finance Committee.

The Finance Committee shall have [SPECIFY THE NUMBER OF OFFICERS] officers.

The Finance Committee shall be responsible for the following:

Financial positions
Fundraising plans
Annual budget
[SPECIFY OTHER FINANCIAL DOCUMENTS AND INFORMATION THAT THE FINANCE COMMITTEE IS RESPONSIBLE FOR THE PREPARATION]

Section 5: [SPECIFY OTHER COMMITTEE APPLICABLE]

ARTICLE VII: AMENDMENTS

This By-laws shall be amended when it is deemed necessary by at least two-thirds of the majority of the Board of Directors.

Any and all proposed amendments for this document shall be submitted to the Secretary of the Board of Directors.

ARTICLE VIII: CERTIFICATION

These bylaws were approved at the Meeting of the Board of Directors on [SPECIFY THE DATE].

[INSERT THE NAME AND SIGNATURE OF ALL SIGNATORIES]

[INSERT THE DATE]

ACKNOWLEDGEMENT

Before me, personally appeared the following people:

[INSERT NAME OF THE CHAIRMAN OF THE BOARD OF DIRECTORS], a citizen of [SPECIFY THE COUNTRY OR STATE], of legal age, the authorized representative for the [INSERT NAME OF COMPANY], who presented his/her [SPECIFY THE ID USED], and is issued at [SPECIFY PLACE THE ID IS ISSUED], and [INSERT NAME];

[INSERT NAME OF THE VICE- CHAIRMAN OF THE BOARD OF DIRECTORS], a citizen of [SPECIFY THE COUNTRY OR STATE], of legal age, the authorized representative for the [INSERT NAME OF COMPANY], who presented his/her [SPECIFY THE ID USED], and is issued at [SPECIFY PLACE THE ID IS ISSUED], and [INSERT NAME];

[INSERT NAME OF THE SECRETARY OF THE BOARD OF DIRECTORS], a citizen of [SPECIFY THE COUNTRY OR STATE], of legal age, the authorized representative for the [INSERT NAME OF COMPANY], who presented his/her [SPECIFY THE ID USED], and is issued at [SPECIFY PLACE THE ID IS ISSUED], and [INSERT NAME]; and

[INSERT NAME OF THE TREASURER OF THE BOARD OF DIRECTORS], a citizen of [SPECIFY THE COUNTRY OR STATE], of legal age, the authorized representative for the [INSERT NAME OF COMPANY], who presented his/her [SPECIFY THE ID USED], and is issued at [SPECIFY PLACE THE ID IS ISSUED], and [INSERT NAME].

Known to me and to me known to be the persons who have executed the instrument and such instrument is acknowledged to me that such instrument is entered into is their voluntary act and deed.

WITNESS MY HAND AND SEAL, on this [SPECIFY DATE] at [SPECIFY PLACE].

Notary Public

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