06 29 BYLAWS (LONG FORM)

• Jurisdiction: Arkansas
• Library: Arkansas Form Book - Complete (2023 Ed.)

06-29 BYLAWS (LONG FORM)

BYLAWS OF [CORPORATE NAME]

ARTICLE I OFFICES

1.01 Registered Office. The registered office of the Corporation shall be at [address], Arkansas.

1.02 Other Offices. The Corporation may also have offices at other places in or out of the State of Arkansas as the board of directors may determine or as the business of the Corporation may require.

ARTICLE II SHAREHOLDERS

2.01 Place of Meeting. Meetings of shareholders shall be held at the time and place, in or out of the State of Arkansas, stated in the notice of the meetings or in a waiver of notice.

2.02 Annual Meetings. An annual meeting of the shareholders shall be held each year at [location] on the [day] day during the month of [month] of each year. If the day is a legal holiday, then the meeting shall be on the next business day following. At the meeting, shareholders shall elect directors and transact such other business as may properly be brought before the meeting.

2.03 Voting List. Before each meeting of shareholders a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books. The shareholder list shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours beginning two business days after the Notice of the Meeting is given and continuing through the meeting.

2.04 Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, or by these bylaws, may be called by the president, the board of directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meetings. Business transacted at a special meeting shall be confined to the purposes stated in the notice of the meeting.

2.05 Notice. Written or printed notice, stating the place, day and hour of the meeting and, in case of a meeting of the Shareholders, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting [, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at the meeting. In the event that the purpose of the meeting is to increase authorized stock or bond indebtedness of the Corporation, the notice shall be delivered no less than 60 nor more than 75 days before the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation, with postage prepaid].

2.06 Quorum. The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at meetings of the shareholders for the transaction of business except as otherwise provided by statute, by the articles of incorporation or by these bylaws. If a quorum is not present or represented at a meeting of the shareholders, the shareholders entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented, and any business may be transacted at the reconvened meeting which might have been transacted at the meeting as originally notified.

2.07 Majority Vote. When a quorum is present at a meeting, the vote of the holders of a majority of the shares having voting power, present in person or represented by proxy, shall decide any question brought before the meeting, unless the question is one on which, by express provision of the statutes, the articles of incorporation, or these bylaws, a higher vote is required, in which case the express provision shall govern.

2.08 Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares are limited or denied by the articles of incorporation. At any meeting of the shareholders, every shareholder having the right to vote may vote either in person, or by proxy [executed in writing by the shareholder or by his or her duly authorized attorney-in-fact]. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. [Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. Each proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting for directors shall be in accordance with Section 3.06 of these bylaws. Any vote may be taken by voice or by show of hands unless someone entitled to vote objects, in which case written ballots shall be used.]

[2.09 Record Date. Closing Transfer Books. The board of directors may fix in advance a record date for the purpose of determining shareholders entitled to notice of or to vote at a meeting of the shareholders, the record date to be not less than 10 nor more than 60 days prior to the meeting; or the board of directors may close the stock transfer books for such purpose for a period of not less than 10 nor more than 60 days prior to such meeting. In the absence of any action by the board of directors, the date upon which the notice of the meeting is mailed shall be the record date.]

2.10 Action Without Meeting. Any action required by statute to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter. Such consent shall have the same force and effect as a unanimous vote of the shareholders. [The consent may be in more than one counterpart so long as each shareholder signs one of the counterparts. The signed consent or a signed copy shall be placed in the minute book.]

ARTICLE III DIRECTORS

[3.01 Management. The business and affairs of the Corporation shall be managed by the board of directors who may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute, the articles of incorporation or these bylaws directed or required to be done by the shareholders.]

3.02 Number; Qualification; Term. The board of directors shall consist of a number of directors which is not less than [minimum number of directors] or more than [maximum number of directors] as determined...