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Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 23420
Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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I recently incorporated my small, woman-owned business in the

Customer Question

I recently incorporated my small, woman-owned business in the state of Virginia. Our business will involve bidding on contracts with the Virginia state government to supply telecommunications commodities. We have applied for our SWaM certification with DMBE and they are asking us to provide a copy of our bylaws. This is all very new to me, so I paid for a set of corporate bylaws on the lawdepot.com site, but they are full of articles that do not seem to apply to our business. Can bylaws be simplified or is there a set form that is legally acceptable in the state of Virginia? The corporation consists of myself (President and registered agent) and my huband (Vice President) and we are the only shareholders (51 and 49 respectively) . I am working out of my home and we do not have a Board of Directors. In order to be certified, I basically just need the bylaws to state irrevocably that that we are a woman-owned business and that I have control over the company and its operations and I hold the highest office and greatest number of shares. How would I do this, legally, in Virginia?
Submitted: 4 years ago via LawDepot.
Category: Business Law
Expert:  Law Pro replied 4 years ago.
OK. By-Laws are nothing more than how the company is to be operated. In fact, if something is remiss or missing in your By-Laws the state statute will be used to clarify the matter.

So, you can make the By-Laws basically as short and sweet as you like.

However, within the By-Laws - it's not necessary to say that your a minority business. That ownership interest is reflected by the number of shares issued and whom owns such.

Here are simple By-Laws that you can modify:

BY-LAWS OF CORPORATION

ARTICLE I

SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of shareholders of for the election of directors, the consideration of reports to be laid before such meeting, and the transaction of such other business as may properly be brought before such meeting, shall be held in each year on the of , if not a legal holiday, and if a legal holiday, then on the next succeeding business day, or on such other day as shall be designated by the Board of Directors, at such time during business hours and at such place within the State of as may be designated by the Board of Directors or by the Chairman of the Board or by the President and specified in the notice of such meeting.

Section 2. Special Meetings. Special meetings of the shareholders of may be held on any business day, when called by the Chairman of the Board, the President, or, in the case of the President's absence, death, or disability, the Vice President authorized to exercise the authority of the President, or by the Board of Directors by action at a meeting, or by the persons who hold fifty percent of all shares outstanding and entitled to vote at special meetings.

Upon request in writing delivered either in person or by
registered mail to the President, or the Secretary by any persons entitled to call a meeting of shareholders, such officer shall forthwith cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than twenty nor more than fifty days after the receipt of such request, as such officer may fix. If such notice is not given within thirty days after the delivery or mailing of such request, the persons calling the meeting may fix the time of the meeting and give notice thereof in the manner provided by law or as provided in these By-Laws, or cause such notice to be given by any designated representative. Each special meeting shall be called to convene between 9:30 o'clock a.m. and 3:30 o'clock p.m. and shall be held at the principal office of , unless the same is called by the directors, acting with or without a meeting, in which case such meeting may be held at any place within the State of designated by the Board of Directors and specified in the notice of such meeting.

Section 3. Notice of Meetings. Not less then twenty nor more than fifty days before the date fixed for a meeting of shareholders, written notice stating the time, place and purpose of such meeting shall be given by or at the direction of the Secretary, or an Assistant Secretary or any other person or persons required or permitted by these By-Laws to give such notice. The notice shall be given by personal delivery or by mail to each shareholder entitled to notice of the meeting who is of record as of the day next preceding the day on which notice is given or, if a record date therefor is duly fixed, of record as of said date. If mailed, such notice shall be addressed to the shareholders at their respective addresses as they appear on the records of , and notice shall be deemed to have been given on the day so mailed.

Section 4. Quorum; Adjournment. Except as may be otherwise provided by law or by the Articles of Incorporation, at any meeting of the shareholders the holders of a majority of the outstanding shares of the Corporation entitled to vote shall constitute a quorum for such meeting, but no action required by law, by the Articles of Incorporation or by these By-laws to be authorized or taken by the holders of a designated proportion of the shares of any particular class or of each class of may be authorized or taken by a lesser proportion. The holders of a majority of the voting shares represented at a meeting may adjourn such meeting from time to time. If any meeting is adjourned, notice of such adjournment need not be given if the time and place to which such meeting is adjourned are fixed and announced at such meeting.

ARTICLE II

BOARD OF DIRECTORS

Section 1. Time of Election. Directors shall be elected at each annual meeting of shareholders or at a special meeting of shareholders called for that purpose.

Section 2. Number; Classification; Term of Office. The Board of Directors shall consist of three (3) members or such lesser number as is equal to the number of shareholders of the Corporation. At each annual meeting of shareholders of , the successors to the directors shall be elected to hold office for a term expiring at the next annual meeting of shareholders. Directors shall hold office until their successors are chosen and qualified.

Section 3. Resignation; Removal of Directors; and Filling Vacancies. The office of a director becomes vacant if the director dies or resigns. Any director may resign at any time by oral statement to that effect made at a meeting of the Board of Directors or in a writing to that effect delivered to the Secretary, which resignation shall take effect immediately or at such other time as the director may specify.

The Board of Directors may remove any director and thereby create a vacancy in the Board: (a) if by order of court they have been found to be of unsound mind or if they are adjudicated a bankrupt; (b) if within sixty days from the date of their election they do not qualify by accepting in writing their election to such office or by acting at a meeting of directors.

All of the directors, or any individual director, may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power of . In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the Board.

The remaining directors, though less than a majority of the whole Board, may, by the vote of a majority of their number, fill any vacancy in the Board for the unexpired term. Within the meaning of this section, a vacancy exists in case the shareholders fail at any time to elect the whole authorized number of directors.

Section 4. Quorum; Adjournment. A quorum of the Board of Directors shall consist of a majority of the whole authorized number of directors; provided that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn such meeting from time to time. If any meeting is adjourned, notice of such adjournment need not be given if the time and place to which such meeting is adjourned are fixed and announced at such meeting. At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these ByLaws otherwise expressly provided.

Section 5. Committees. The Board of Directors may at any time appoint from its members an Executive, Finance, or other committee or committees, consisting of such number of members, not less than three, as the Board of Directors may deem advisable. Each such committee shall act only in the intervals between meetings of the Board of Directors and shall have such authority of the Board of Directors as may, from time to time, be delegated by the Board of Directors except the authority to fill vacancies on the Board of Directors or in any committee thereof. Any person dealing with shall be entitled to rely upon any act or authorization of an act by any such committee, to the same extent as an act or authorization of the Board of Directors. Each committee shall keep full and complete records of all meetings and actions, which shall be open to inspection by the directors. Unless otherwise ordered by the Board of Directors, any such committee may prescribe its own rules for calling and holding meetings, and for its own method of procedure, and may act at a meeting by a majority of its members, or without a meeting by a writing or writings signed by all of its members.

ARTICLE III

OFFICERS

Section 1. Designation. shall have a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. may also have such other officers and assistant officers as the Board of Directors may deem necessary. The Chairman of the Board and the President shall be directors, but no one of the other officers need be a director.

Section 2. Authority and Duties of Officers. The officers of shall have authority and shall perform such duties as are customarily incident to their respective offices, or as may be determined by the Board of Directors, regardless of whether such authority and duties are customarily incident to such office.

ARTICLE IV

INDEMNIFICATION

shall indemnify, to the full extent permitted or authorized by Corporation Law as it may from time to time be amended, any person made or threatened to be made a party to any threatened, pending or completed action, suit of proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that they are or were a director, officer or employee of , or is or was serving at the request of as a director, trustee, officer or employee of a bank, other corporation, partnership, joint venture, trust or other enterprise. In the case of a merger into this Corporation of a constituent corporation which, if its separate existence had continued, would have been required to indemnify directors, officers or employees in specified situations prior to the merger, any person who served as a director, officer or employee of the constituent corporation, or served at the request of the constituent corporation as a director, trustee, officer or employee of a bank, other corporation, partnership, joint venture, trust or other enterprise, shall be entitled to indemnification by this Corporation (as the surviving corporation) for acts, omissions or other events or occurrences prior to the merger to the same extent they would have been entitled to indemnification by the constituent corporation if its separate existence had continued. The indemnification provided by this Article IV shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under the articles of Incorporation or the By-Laws, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE V

CORPORATE SEAL

The corporate seal of this Corporation shall be circular in form and shall contain the name of , or if law permits, shall not have a seal.

ARTICLE VI

AMENDMENTS

These By-Laws may be amended or added to, or new By-Laws may be adopted, by the shareholders at a meeting held for such purpose, by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power on such proposal, or, without a meeting, by the written consent of the holders of shares entitling them to exercise 100% of the voting power on such proposal.




If you have any questions get back to me.
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 23420
Experience: 20 years experience in business law - sole proprietor, partnership, and corporations
Law Pro and 5 other Business Law Specialists are ready to help you
Customer: replied 4 years ago.
thank you for your quick, thorough response.
Expert:  Law Pro replied 4 years ago.
You're welcome. Don't get all fussed up about the formalities of the corporate fictional entity. Just go out to dinner once each year with your husband and call it a "board meeting" and write the whole dinner off - but make note of when the meeting was. No new business and the meeting as adjourned.

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