Corporate Bylaws Template, Free Download 2026

The Corporation is organized under the laws of the State of [____________] (the "State of Incorporation"), and all references in these Bylaws to the "Corporation Statute" mean the general corporation statute of the State of Incorporation, as amended from time to time. Where the Corporation Statute or the Articles of Incorporation prescribe a rule that differs from a rule stated in these Bylaws, the Corporation Statute and the Articles of Incorporation shall control, and the corresponding provision of these Bylaws shall be conformed to them. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors (the "Board") in accordance with the Articles of Incorporation, these Bylaws, and the Corporation Statute. The number of directors constituting the Board shall be fixed from time to time by resolution of the Board or by the shareholders, but shall not be fewer than [one (1)] nor more than [____________]. Directors shall be elected at the annual meeting of shareholders to serve until their successors are duly elected and qualified. Directors shall be elected by [a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present / a majority of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present, meaning that the votes cast "for" a nominee exceed the votes cast "against" that nominee, provided that directors shall be elected by a plurality of the votes cast at any meeting for which the number of nominees exceeds the number of directors to be elected], in each case to the extent the elected standard is permitted by the Corporation Statute and the Articles of Incorporation. No person shall be eligible to serve as a director if such person has been found liable for a breach of the duty of loyalty or convicted of any crime involving fraud or dishonesty.

A director may be removed from office [with or without cause / only for cause], by the affirmative vote of the holders of a majority of the shares entitled to vote in an election of directors, at a special meeting of shareholders called for that purpose, in each case only to the extent permitted by the Corporation Statute and the Articles of Incorporation. Where the Corporation Statute restricts or conditions the removal of a director serving a staggered term, or of a director elected by cumulative voting, including by permitting the removal of such director only for cause or only upon a vote sufficient to have prevented such director's election, a director may be removed only in accordance with the Corporation Statute, and this Section shall be conformed to it. Any vacancy on the Board arising through death, resignation, removal, or increase in the number of authorized directors may be filled by a majority vote of the remaining directors then in office, though less than a quorum, or by the sole remaining director, and each director so chosen shall hold office until the next election of directors and until such director's successor is duly elected and qualified. The Board may elect a Chairperson of the Board from among its members, who shall preside at all meetings of the Board and shall have such other powers and duties as the Board may prescribe.

The Board shall elect a President, a Secretary, and a Treasurer, and may elect or appoint such other officers as it deems necessary. Each officer shall hold office until such officer's successor is elected or appointed and qualified, or until such officer's earlier resignation, removal, or death. The Board may remove any officer at any time, with or without cause, provided that such removal shall be without prejudice to the contract rights, if any, of the officer so removed. The President shall be the chief executive officer of the Corporation and shall have general supervision of the business of the Corporation, subject to the direction of the Board. The Secretary shall maintain the corporate records and minute books, give notice of meetings, and have charge of the corporate seal. The Treasurer shall have custody of all funds and financial records and shall maintain accurate books of account.

Regular meetings of the Board shall be held at such times and places, within or without the State of Incorporation, as the Board may from time to time determine by resolution, and no notice of a regular meeting shall be required if the time and place have been fixed by such resolution. An annual organizational meeting of the Board shall be held promptly following each annual meeting of shareholders, for the purpose of electing officers and transacting such other business as may properly come before the Board.

Special meetings of the Board may be called by the Chairperson of the Board, the President, or any [two (2)] directors. Notice of a special meeting stating the date, time, and place of the meeting shall be given to each director not less than [two (2)] days before the meeting if given by mail, or not less than [twenty-four (24)] hours before the meeting if given personally, by telephone, or by electronic transmission, in each case subject to any longer or different notice period required by the Corporation Statute. Notice of a special meeting need not state the purpose of the meeting unless the Articles of Incorporation, these Bylaws, or the Corporation Statute so require. A director may waive notice before or after the meeting by a signed writing or electronic transmission delivered to the Corporation, and a director's attendance at or participation in a meeting waives objection to lack of notice or defective notice unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

A majority of the number of directors fixed in accordance with Section 1.1 shall constitute a quorum for the transaction of business at any meeting of the Board, unless the Articles of Incorporation or the Corporation Statute require a greater number. If a quorum is not present, a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum is present. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the Articles of Incorporation, these Bylaws, or the Corporation Statute require the vote of a greater number. A director who is present at a meeting when action is taken is deemed to have assented to the action unless the director objects at the beginning of the meeting to holding it or transacting business at it, the director's dissent or abstention is entered in the minutes, or the director delivers written notice of dissent or abstention to the presiding officer before adjournment or to the Corporation promptly after adjournment. Directors may not vote by proxy.

To the extent permitted by the Corporation Statute, any or all directors may participate in a regular or special meeting of the Board, or of a committee of the Board, by means of remote communication, including conference telephone or video conference, by which all directors participating may simultaneously hear one another during the meeting, and a director so participating shall be deemed present in person at the meeting.

Any action required or permitted to be taken at a meeting of the Board or of a committee of the Board may be taken without a meeting if the action is taken by the unanimous written consent of all directors then in office, or of all members of the committee, as applicable. The consent may be executed in counterparts and delivered by electronic transmission, shall describe the action taken, shall be signed by each consenting director, and shall be filed with the minutes of the proceedings of the Board or committee. A consent taken under this Section is effective when the last director signs, unless the consent specifies a different effective date. Non-unanimous action by written consent shall not be permitted unless expressly authorized by the Articles of Incorporation and the Corporation Statute.

The annual meeting of shareholders shall be held at such time and place as the Board shall designate, for the purpose of electing directors and transacting such other business as may properly come before the meeting. Written notice of the annual meeting stating the place, date, and time thereof shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote, provided that the notice period and the manner of delivery shall in all events conform to the requirements of the Corporation Statute and the Articles of Incorporation. Special meetings of shareholders may be called by the Board, the Chairperson of the Board, the President, or the holders of not less than [ten (10%)] percent of all shares entitled to vote at the meeting. Notice of a special meeting shall state the purpose or purposes for which it is called, and only business within such purpose or purposes shall be conducted at the meeting.

The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. In the absence of a quorum, the holders of a majority of the shares so represented may adjourn the meeting from time to time without further notice until a quorum shall be present. At each adjourned meeting at which a quorum is present, the Corporation may transact any business that might have been transacted at the original meeting. Each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as otherwise provided in the Articles of Incorporation or these Bylaws, or as required by law. A shareholder may vote by proxy executed in writing by the shareholder or by such shareholder's attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy, and no proxy shall be valid beyond any shorter maximum term prescribed by the Corporation Statute. Shareholders may act without a meeting by written consent only to the extent permitted by the Corporation Statute and the Articles of Incorporation, and only upon the consent threshold they prescribe: [unanimous written consent of all shareholders entitled to vote on the action / written consent of holders of not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote were present and voting, if and to the extent the Corporation Statute and the Articles of Incorporation permit action by less than unanimous written consent]. If the Corporation Statute or the Articles of Incorporation do not permit shareholder action by less than unanimous written consent, or condition such action upon a requirement that has not been satisfied, then any action taken by shareholders without a meeting shall require the unanimous written consent of all shareholders entitled to vote on the action, and shall be effective only upon satisfaction of every notice, filing, and record-date requirement the Corporation Statute imposes on action by written consent.

The Corporation shall be authorized to issue the classes of stock, with the number of shares and the par value per share, as set forth in the Articles of Incorporation. Shares of capital stock shall be represented by certificates or, to the extent permitted by the Corporation Statute, shall be uncertificated. Each stock certificate shall state: (a) the name of the Corporation; (b) that the Corporation is organized under the laws of the State of Incorporation; (c) the name of the person to whom issued; (d) the number and class of shares and the designation of the series, if any, which such certificate represents; and (e) the par value of each share or a statement that the shares have no par value. Certificates shall be signed by the Chairperson, President, or a Vice President, and countersigned by the Secretary, Treasurer, or an Assistant Secretary or Treasurer, and may be sealed with the corporate seal. No certificate shall be issued for any share until such share is fully paid.

Transfers of shares of capital stock shall be made only on the books of the Corporation upon surrender of the certificate, if any, representing such shares, properly endorsed by the registered holder or by such holder's duly appointed legal representative, and upon payment of all applicable transfer taxes. The Board may establish transfer restrictions applicable to shares of any class or series to the extent permitted by the Corporation Statute and the Articles of Incorporation, and any such restrictions shall be noted conspicuously on the certificate representing such shares. Dividends and other distributions upon the outstanding shares of the Corporation may be declared and paid by the Board at such times and in such amounts as the Board, in its discretion, shall determine to be in the best interests of the Corporation, subject to the limitations and restrictions of the Articles of Incorporation and the Corporation Statute. Before declaring any distribution, the Board shall determine that the distribution is permitted under the limitations on distributions imposed by the Corporation Statute, including any equity-insolvency test, balance-sheet test, surplus test, net-profits test, or other legal capital standard that the Corporation Statute prescribes, and the Board may make that determination in reliance on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances, in each case to the extent permitted by the Corporation Statute. The resolution declaring the distribution shall recite the determination made under this Section.

The Board may, by resolution adopted by a majority of the full Board, designate one or more committees, each consisting of one or more directors, to exercise such portions of the authority of the Board as the resolution may specify, to the extent permitted by the Corporation Statute. The Board may designate one or more directors as alternate members of a committee who may replace any absent or disqualified member at any meeting. Committees shall keep regular minutes of their proceedings and shall report the same to the Board. No committee shall have authority to: (a) authorize distributions except in accordance with a general formula or method prescribed by the Board; (b) approve or recommend to shareholders actions or proposals required to be approved by shareholders under the Corporation Statute; (c) fill vacancies on the Board or any committee; (d) adopt, amend, or repeal the Bylaws; or (e) approve a plan of merger not requiring shareholder approval.

The Board may appoint such agents and employees as it may deem necessary, and may prescribe their duties and fix their compensation. Any person may hold two or more offices simultaneously, provided that no person shall act as both President and Secretary. The Board may, by resolution or these Bylaws, delegate to any officer or agent the authority to appoint and terminate the employment of agents and employees, prescribe their duties, and fix their compensation. All officers, agents, and employees shall be subject to removal by the Board, and their duties and authority may be modified by the Board at any time. Officers and agents shall be eligible for reimbursement of reasonable expenses incurred in the performance of their duties and for such compensation as the Board may from time to time determine.

The Corporation shall indemnify each person who is or was a director or officer of the Corporation, and who is or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was serving in that capacity, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another entity or employee benefit plan, against all expenses (including attorneys' fees), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by such person in connection with the proceeding, to the fullest extent permitted by the Corporation Statute as it exists on the date these Bylaws are adopted or as it may thereafter be amended to permit broader indemnification. Indemnification under this Section shall not be available where the Corporation Statute prohibits it, including where the person is adjudged liable for conduct that the Corporation Statute excludes from indemnification. The Corporation [shall / may] indemnify its employees and agents on the same terms, as the Board determines.

Expenses (including attorneys' fees) actually and reasonably incurred by a director or officer in defending a proceeding described in Section 6.1 shall be paid by the Corporation in advance of the final disposition of the proceeding, upon delivery to the Corporation of (a) a written affirmation by the director or officer of such person's good-faith belief that the standard of conduct required for indemnification has been met, and (b) a written undertaking by or on behalf of such person to repay all amounts advanced if it is ultimately determined that such person is not entitled to be indemnified. The undertaking shall be an unlimited general obligation of the person, need not be secured, and may be accepted without reference to such person's ability to make repayment, in each case to the extent permitted by the Corporation Statute.

The rights conferred by this Article are contract rights, vest at the time a person begins service as a director or officer, are not exclusive of any other rights to which such person may be entitled under the Articles of Incorporation, any agreement, any vote of shareholders or disinterested directors, or otherwise, and shall continue as to a person who has ceased to serve and shall inure to the benefit of such person's heirs, executors, and administrators. The Corporation [shall / may] purchase and maintain insurance on behalf of any director, officer, employee, or agent against any liability asserted against such person in such capacity, whether or not the Corporation would have the power to indemnify such person against that liability under the Corporation Statute.

These Bylaws may be amended or repealed, and new Bylaws may be adopted, by the Board by a vote of a majority of all directors then in office, or by the shareholders by the affirmative vote of the holders of a majority of the shares entitled to vote thereon, in each case subject to the limitations set forth in the Corporation Statute and the Articles of Incorporation. The Corporation's shareholders may prescribe that any provision of the Bylaws shall not be altered, amended, or repealed by the Board, or that any provision of the Bylaws may not be altered, amended, or repealed except by a specified proportion of votes of shareholders. No amendment or repeal of these Bylaws shall adversely affect the rights of any director or officer under Article VI (Indemnification & Advancement) with respect to acts or omissions occurring prior to such amendment or repeal.

The Corporation may be dissolved voluntarily by the Board and shareholders in accordance with the procedures set forth in the Corporation Statute, the Articles of Incorporation, and applicable law. The Board shall adopt a resolution recommending dissolution and directing that the question of dissolution be submitted to a vote of the shareholders. Dissolution shall require the affirmative vote of the holders of a majority of shares entitled to vote on dissolution, unless the Articles of Incorporation require a higher vote. Upon adoption of a plan of dissolution, the Corporation shall cease to carry on its business except to the extent necessary for winding up, and shall proceed to collect and liquidate its assets, pay and discharge its obligations, and distribute the remaining assets to the shareholders in accordance with their respective rights and preferences. The Corporation shall file articles of dissolution with the Secretary of State upon completion of the winding-up process.