Corporate Bylaws (United States) Form

Incorporation State

This Agreement will be governed by the laws of:

Ohio

Built for Ohio
Different states have different rules and regulations. Your Corporate Bylaws will be customized for Ohio.

Frequently Asked Questions

Why is this choice important?The laws of the state you select will be used to enforce this agreement. In addition, the courts of the state you select will have authority to settle any disputes that may arise out of this agreement.

Corporation Info

Enter the registered name of your corporation:

Shareholder Meetings

What percent of voting shares will constitute a quorum?

%

Can shareholders hold meetings by remote communication?

YesNo

Can shareholders form voting trusts?

YesNo

When electing directors, will cumulative voting be allowed?

YesNo

Frequently Asked Questions

What is a special meeting for?A special meeting is used to resolve a specific issue that cannot wait until the next regularly scheduled meeting.What is a quorum?A quorum is the minimum percent of shares, present in person or represented by proxy, that would be entitled to take action with respect to a particular matter. (e.g. 51, 75, etc.)What is remote communication?Remote communication means participating in a meeting by means of phone or video conferencing. If permitted, remote communication would be the same as being present in person.

Remote communication is beneficial where it may be impractical for some participants to attend due to distance.What is a voting trust?A voting trust is where shareholders agree to give their voting shares to a third party (the trustee) who holds the shares and will vote the shares in accordance with a voting trust agreement.What is a cumulative voting?Cumulative voting may be used when shareholders vote to elect a board of directors. It prevents a majority shareholder from being able to elect all the Directors of a corporation by allowing a minority shareholder to apply all their cumulative votes to one Director.

Where cumulative voting is allowed, the number of votes allowed for each shareholder will be calculated by multiplying the number of voting shares they are entitled to cast by the number of Directors being elected. The shareholder may then cast his total votes for a single Director or may distribute them among two or more Directors.

Director Meetings

How much notice is needed to call a special meeting of the directors?

(days)

What percent of directors will constitute a quorum?

%

Can directors hold meetings by remote communication?

YesNo

Is a director disqualified from voting on issues where there is a direct conflict of interest with the Corporation?

YesNo

Frequently Asked Questions

What is a special meeting for?A special meeting is used to resolve a specific issue that cannot wait until the next regularly scheduled meeting. If notice is to be delivered by mail or by private carrier then allow time for delivery.What is a quorum?A quorum is the minimum number of participants required in order to hold a meeting and transact business.What is remote communication?Remote communication means participating in a meeting by means of phone or video conferencing. If permitted, remote communication would be the same as being present in person. This option is typically allowed for directors.

Director Miscellaneous

How many directors will your corporation have:

Can the Corporation lend money to officers, directors, or employees?

YesNo

Frequently Asked Questions

How many directors should be appointed?If the number of Shareholders in any corporation is less than three, then the number of Directors may be as few as the number of Shareholders, otherwise there should be at least 3 Directors.

Officer Info

What type of officer structure is required?

Simple

Complex

Who will appoint the officers of the Corporation?

Directors or Incorporators

Shareholders

Frequently Asked Questions

What is the difference between simple & complex?Simple officer structure would consist of a president, a treasurer and a secretary.

Complex officer structure might consist of a CEO, COO, CFO, president and a number of vice-presidents.What is an executive vice-president?An executive vice president is appointed to take over the functions of the president should the president be absent or no longer able to perform his duties. If you do not have an executive vice president this task will be done by a vice president as outlined in the bylaws.How does a corporation adopt a set of corporate bylaws?Corporate bylaws are a set of internal rules by which a corporation is governed. They are initially adopted when the corporation is formed, or soon afterwards, and can be amended later.

Law Depot offers the following documents all of which can be used to approve and adopt corporate bylaws depending on the particular circumstances:

Shareholders’ Organizational Meeting
Directors’ Organizational Meeting
Minutes of Shareholders’ Meeting
Shareholders' Consent to Action without Meeting
Directors’ Resolution

Complete your bylaws and then choose which method of adoption suits best.

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Incorporation State

Corporation Info

Shareholder Meetings

Director Meetings

Director Miscellaneous

Officer Info