ARTICLES OF INCORPORATION AND BYLAWS
ARTICLES OF INCORPORATION - Each state has a form available for filing simple articles of incorporation. The form is usually found on the State web site, under the Secretary of State. This form is very easy to complete and file, and the simple form, when filed, will make your company an official corporation domiciled in that state in which you file. Each state has a different form and different cost for filing the articles.
However, many companies have more in-depth Articles of Incorporation. This is done to cover a number of subjects in the Articles which help to govern the actions of the corporation.
The additional Articles of Incorporation for a company can be created by the legal counsel for the company and approved by the Board of Directors of the Company. In some states, such as Colorado, the full articles can be attached to the simple form supplied by the Secretary of State of the state, thus making the longer articles a part of the actual filing with the Secretary of State.
Some subjects that can be addressed in the Articles of Incorporation:
1. Duration of Corporation
2. Capital Structure – Common and Preferred
3. The Boards rights on the Preferred Stock
4. Purposes and Powers of the Corporation
5. Shareholders Meetings
6. Board of Directors – number and powers
7. Non Cumulative Voting
8. Preemptive Rights
9. Bylaws
10. Executive Committee
11. Compensation to Directors
12. Conflicts of Interest
13. Registered Owners of Stock
14. Conduct of Business
15. Restrictions on Stock
16. Indemnification of Directors
17. Interested Contracts
18. Dividends
19. Corporate Offices
20. Resident Agent
21 Incorporator
BYLAWS - The Bylaws of the corporation is the written rules for conduct of a corporation, association, partnership or any organization. The Bylaws generally provide for many ways the corporation is managed, such providing for meetings, election of officers, election of board of directors, filling vacancies, giving notices for meetings, duties of officers, committees and a lot of other routine conduct of the corporation.
The Bylaws of a corporation are, in effect, a contract among the shareholders of the corporation and must be formally adopted by the Board of Directors and officers of the corporation. The Bylaws are usually a lengthy document and should be prepared by the legal counsel of the company. The bylaws cannot conflict with the Articles of Incorporation, state laws or federal laws.
Below are a few subjects covered in the Bylaws of the Corporation:
1. Offices
2. Books of the Corporation
3. Stockholders
a. Place of Meeting
b. Annual Meeting
c. Special Meetings
d. Notice of Meeting
e. List of Shareholders
f. Quorum of Shareholders
g. Organization of Stockholders
h. Voting of Shareholders
i. Proxies
j. Consent of Stockholders in Lieu of a Meeting
4. Directors
a. Number, election and Term of Office
b. Vacancies and Newly Created Directorships
c. Removals
d. Resignations
e. Place of Meetings
f. Annual Meeting
g. Regular Meetings
h. Special Meetings
i. Notice of Meetings
j. Quorum
k. Conduct of Meetings
l. Committee of the Board
m. Operation of Committee
n. Consent of Action
o. Compensation of Directors
5. Officers
a. Number, Election and Term of Office
b. President
c. Vice- President
d. Secretary
e. Assistant Secretaries
f. Treasurer
g. Assistant Treasurers
h. Transfer of Duties
I. Removals
j. Resignations
k. Vacancies
l. Compensation of Officers
6. Contracts, Checks and Notes
a. Contracts
b. Checks and Notes
7. Provisions Relating to Stock Certificates
a. Certificate of Stock
b. Lost Certificates
c. Transfer of Stock
d. Record Date
e. Registered Stockholders
8. General Provisions
a. Dividends
b. Seal
c. Fiscal Year
d. Voting Shares in Other Corporations
e. Indemnification
9. Amendments