This by-law business and affairs template has 9 pages and is a MS Word file type listed under our business plan kit documents.
Sample of our by-law business and affairs template:
BY-LAW REGARDING BUSINESS AND AFFAIRS This By-Law Regarding Business and Affairs is effective [DATE], by: [COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [FULL ADDRESS] INTERPRETATION Definitions In this by-law: "Act" means the Business Corporations Act ([STATE/PROVINCE]) and the regulations enacted pursuant to it and any statute and regulations that may be substituted for them, as amended from time to time; "Articles" means the articles, as that term is defined in the Act, of the Corporation; "Auditor" means the auditor of the Corporation; "Board" means the board of directors of the Corporation; "By-law" means a by-law of the Corporation; "Corporation" means the corporation continued under the Act by certificate and Articles of Continuance, dated [DATE], under the name [INDIVIDUAL NAME] & [COMPANY NAME]/ [INDIVIDUAL NAME] & [COMPANY NAME]; "Director" means a director of the Corporation; "Officer" means an officer of the Corporation, and reference to any specific officer is to the person holding that office of the Corporation; "Person" means an individual, body corporate, partnership, joint venture, trust, unincorporated organization, association, the Crown or any agency or instrumentality thereof, or any entity recognized by [YOUR COUNTRY LAW]; "Proxyholder" means a person holding a valid proxy for a shareholder; "Resident [COUNTRY]" has the meaning ascribed to that phrase in the Act; "Shareholder" means a shareholder of the Corporation; and "Voting person" means, in respect of a meeting of shareholders, an individual who is either a shareholder entitled to vote at that meeting, a duly authorized representative of a shareholder entitled to vote at the meeting or a proxyholder entitled to vote at the meeting. Number, Gender and Headings In this by-law, words in the singular include the plural and vice-versa and words in one gender include all genders. The insertion of headings in this by-law and its division into articles, sections and other subdivisions are for convenience of reference only, and shall not affect the interpretation of this by-law. By-Law Subordinate to Other Documents This by-law is subordinate to, and should be read in conjunction with, the Act, the articles and any unanimous shareholder agreement of the Corporation. Computation of Time The computation of time and any period of days shall be determined in accordance with the Act. DIRECTORS Notice of Meeting Any director or the president may call a meeting of the board by giving notice stating the time and place of the meeting to each of the directors other than the director giving that notice. Notices sent by delivery or electronic means shall be sent no less than [NUMBER] hours before the time of the meeting. Notices sent by mail shall be sent no less than [NUMBER] days before the day of the meeting. The board may appoint, by resolution, dates, time and places for meetings of the board. A copy of any such resolution shall be sent to each director forthwith after being passed, but no other notice is required for any such meeting. Meetings Without Notice A meeting of the board may be held without notice immediately following the first or any annual meeting of shareholders. Place of Meeting A meeting of the board may be held at any place within or outside [LOCATION], and no such meeting need be held at a place within [COUNTRY]. No Notice to Newly Appointed Director A person need not be given notice of the meeting at which that person is appointed by the other directors to fill a vacancy on the board if present at that meeting. Quorum for Directors' Meetings If there are [NUMBER] or [NUMBER] directors, all of the directors constitute a quorum at a meeting of the board. If there are [NUMBER], [NUMBER] or [NUMBER] directors, a majority of the directors constitute a quorum at a meeting of the board. Otherwise, such a quorum consists of the next whole number larger than [NUMBER] of the number of directors. In this section, the "number of directors" is either: the number of directors specified in the articles; or if a minimum and maximum number of directors is provided for in the articles, the number determined from time to time by special resolution or, if the special resolution empowers the directors to determine the number, by resolution of the directors, or if no such resolution has been passed, the number of directors named in the articles. Chairman of Directors' Meetings The chairman of a meeting of the board must be a director present at the meeting who consents to preside as chairman. The first-mentioned of the chairman of the board, the managing director or the president who so qualifies shall preside as chairman of the meeting. If none of them is so qualified, the directors present at the meeting shall choose a director to preside as chairman of the meeting. Votes at Directors' Meetings Each director present at a meeting of the board shall have [NUMBER] vote on each motion arising. Motions arising at meetings of the board shall be decided by a majority vote. The chairman of the meeting shall not have a second or casting vote. When Directors Cease to Hold Office A director ceases to hold office when the Act or the articles so provide, or when that director ceases to be a resident [COUNTRY], if as a result the majority of directors on the board would not be resident [COUNTRY]. OFFICERS Each officer shall hold office during the pleasure of the board. Any officer may, however, resign at any time by giving notice to the Corporation. MEETINGS OF SHAREHOLDERS Notice of Shareholders' Meetings The board may call a meeting of shareholders by causing notice of the time and place of the meeting to be sent to each shareholder entitled to vote at the meeting, each director and the auditor. Such notice shall be sent no less than [NUMBER] days and no more than [NUMBER] days before the meeting, if the Corporation is an offering corporation (as defined in the Act), or no less than [NUMBER] days and no more than [NUMBER] days before the meeting, if the Corporation is not an offering corporation. Quorum at Meetings of Shareholders If the Corporation has only [NUMBER] shareholder entitled to vote at a meeting of shareholders, that shareholder constitutes a quorum. Otherwise, any [NUMBER] voting persons present shall constitute a quorum, but only to appoint a chairman and adjourn the meeting. For all other purposes, a quorum consists of at least [NUMBER] voting persons present and authorized to cast in the aggregate not less than [PERCENTAGE %] of the total number of votes attaching to all shares carrying the right to vote at that meeting. Chairman's Vote The chairman of any meeting of shareholders shall not have a second or casting vote. Voting Unless the chairman of a meeting of shareholders directs a ballot, or a voting person demands one, each motion shall be voted upon by a show of hands. Each voting person has [NUMBER] vote in a vote by show of hands. A ballot may be directed or demanded either before or after a vote by show of hands. If a ballot is taken, a prior vote by show of hands has no effect. Scrutineers The chairman of a meeting of shareholders may appoint for that meeting [NUMBER] or more scrutineers, who need not be voting persons. Who May Attend Shareholders' Meeting The only persons entitled to attend a meeting of shareholders are voting persons, the president, the directors, the auditor and others permitted by the chairman of the meeting. SECURITY CERTIFICATES Security certificates shall be in such form as the board may approve or the Corporation adopt
