This general by-laws template has 19 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our general by-laws template:
General By-Laws Your business slogan here. Prepared By: [YOUR NAME] [YOUR JOB TITLE] Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com GENERAL BY-LAWS OF [YOUR COMPANY NAME] TABLE OF CONTENTS Pages 1. SEAL AND OFFICES 5 1.1. Corporate Seal 5 1.2. Registered Office 5 1.3. Other Offices 5 2. MEMBERSHIP 5 2.1. Definition of Person 5 2.2. Membership 5 2.3. Condition of Membership 6 2.4. Application for Membership 6 2.5. Membership Dues 6 2.6. Registration of System Members 6 2.7. Withdrawal 6 2.8. Removal 7 2.9. Regional Associations 7 3. MEETINGS 7 3.1. Fiscal Year and Time of Annual Meeting 7 3.2. Annual Meeting 7 3.3. Auditors' Report 7 3.4. General and Special General Meetings 7 3.5. Regional Meetings 8 3.6. Vote Allocation to Each Voting Member 8 3.7. Majority of Votes to Determine Question 8 3.8. Notice of Meeting Quorum 8 3.9. Error or Omission 8 3.10. Rules 8 4. BOARD OF DIRECTORS 9 4.1. Range 9 4.1.1. Directors - System Members 9 4.1.2. Directors - Service Members 9 4.1.3. Director - Trade Members 9 4.1.4. Certain Ex-officio Directors 9 4.1.5. Directors - Regions 10 4.1.6. Regions 10 4.2. Directors - Qualification 10 4.3. Directors - Re-election 10 4.4. Chairman Ex-officio Director 11 4.5. Vacation of Office 11 4.6. Directors' Meetings 12 4.7. Remuneration 12 4.8. Resignation 12 4.9. Powers - General 12 4.10. Agents, Employees 12 4.11. Remuneration - Agents, Employees 13 4.12. Delegation 13 4.13. Borrowing 13 4.14. Delegation Borrowing 13 4.15. No Restriction - Borrowing 13 4.16. Committees 13 5. EXECUTIVE COMMITTEE 14 5.1. Executive Committee 14 5.2. Powers 14 5.3. Meetings 15 5.4. Quorum 15 6. OFFICERS 15 6.1. Officers 15 6.2. Chairman 15 6.3. President 15 6.4. Secretary 16 6.5. Treasurer 16 6.6. Immediate Past Chairman 16 6.7. Absence of Chairman 17 6.8. Directors to Occupy Offices 17 6.9. Removal 17 6.10. Remuneration 17 7. INDEMNITIES TO DIRECTORS, OFFICERS AND OTHERS 17 7.1. Indemnity 17 8. NOMINATING COMMITTEE 17 8.1. Nominating Committee 17 8.2. Duties 17 9. EXECUTION AND CERTIFICATION OF DOCUMENTS 18 9.1. Execution 18 10. RULES AND REGULATIONS 18 10.1. Rules 18 10.2. Construction 18 11. AMENDMENT OF BY-LAWS 18 11.1. Amendment 18 11.2. Previous By-Laws 18 GENERAL BY-LAWS OF [YOUR COMPANY NAME] These General By-Laws are made and effective [DATE]. SEAL AND OFFICES Corporate Seal The corporate seal shall have inscribed thereon the name of [YOUR COMPANY NAME], referred hereto as the "Corporation". Registered Office The head office of the Corporation shall be in the City of [NAME OF THE CITY] in State/Province of [STATE/PROVINCE] or elsewhere in COUNTRY/STATE/PROVINCE] as may be determined from time to time by by-law of the Corporation pursuant to the applicable provisions of the [COUNTRY] Corporations [ACT/LAW/RULE] (the "Act"). Other Offices The Corporation may establish such other offices and agencies elsewhere within [COUNTRY/STATE/PROVINCE] as the board of directors of the Corporation (the "Board of Directors" or the "Board") may designate. MEMBERSHIP Definition of Person For the purposes of this By-law "person" includes a corporation, a subsidiary or division thereof, a partnership, joint venture, an individual or other entity. Membership Membership in the Corporation shall be limited to persons directly or indirectly engaged in, or supplying goods, equipment and services to the [INDUSTRY/MARKET] and shall consist of the following classes Voting members (the "Voting Members"): system members (the "System Members"), being persons engaged in the operation of the business; and service members (the "Service Members"), being persons engaged in the operation of services offered. Voting Members shall be entitled to receive notice of, to attend and to vote at all meetings of members as provided in this By-law. Non-voting members (the "Non-Voting Members"): trade members (the "Trade Members"), being persons engaged in the supply of goods, equipment, non-licensed services and other licensed distribution services to System Members; and associate members (the "Associate Members"), being persons who qualify for membership in the Corporation as described in Article [NUMBER] above, but are ineligible for membership as a System, Service or Trade Member. Subject to the provisions of Article [NUMBER], Non-Voting Members may receive notice of and attend all meetings of members provided that, they shall not be entitled to vote thereat. Condition of Membership A condition of membership in either of the [PERCENTAGE %] classes shall be that such membership shall not in the determination of the Board, either at the time of application or at any other time, prejudice the best interests of the Corporation or of a majority of its members. Application for Membership Application for membership shall be made in writing addressed to the Secretary in such form as the Board of Directors may from time to time prescribe. Election to membership shall be by majority vote of the directors (the "Directors" or "Director") present at any meeting of the Board. All applicants approved for membership shall abide by the Letters Patent, Supplementary Letters Patent and by [YOUR COUNTRY LAW] of the Corporation. Membership Dues Membership dues for each class or sub-class of members shall be that sum as is fixed by the Board of Directors from time to time. Registration of System Members Each and every System Member of the Corporation operating [NUMBER] or more systems, or having a sole or controlling interest in [NUMBER] or more persons operating such systems shall, as a condition of membership in the Corporation, register each and every one of such persons as System Members. For the purposes of this By-law, a System Member is deemed to control or have controlling interest in a person operating a [SYSTEM] where the System Member beneficially owns more than [PERCENTAGE %] percent: of the share capital (having full voting rights under all circumstances) of such person, if a corporation; or of any other ownership interest (having full voting rights under all circumstances) of such person, if not a corporation. Withdrawal Any members may withdraw from the Corporation by delivering a written resignation to the Secretary. Such member shall pay all membership dues due at the date of his, her or its resignation. Removal Any member may be required to resign by resolution of the Board of Directors. Prior to the adoption of such resolution the member affected shall have the right to appear before the Board of Directors and to be heard. Regional Associations The System Members of the Corporation may from time to time form an additional association of a regional or provincial nature. The Board of Directors, by resolution, may recognize such an association as an affiliate of the Corporation, provided that [PERCENTAGE %] percent of the subscribers served by those System Members constituting such association are also served by System Members of the Corporation and that the letters patent, supplementary letters patent, by-laws, rules, regulations or actions of such association, do not, at any time, prejudice the best interests of the Corporation or a majority of its members. The Board of Directors may, by resolution, revoke its recognition of any affiliate of the Corporation at any time, provided that such affiliate shall have the right to appear before the Board of Directors and to be heard. MEETINGS Fiscal Year and Time of Annual Meeting The fiscal year of the Corporation shall end on the last day of [MONTH] in each year and the annual meeting of the members (the "Annual Meeting") shall be held in [COUNTRY] within the [NUMBER] months following in such place and at such time and date as shall be designated by the Board of Directors. The Voting Members may resolve that a particular meeting of members be held outside [COUNTRY]. Annual Meeting At each Annual Meeting the Voting Members shall:
