This document provides bylaws for a professional corporation. The bylaws also set
forth the mechanisms for how the corporation will be run and the corporate formalities.
As drafted, this corporation may only be managed by the shareholders of the
Corporation. Shares of the Corporation shall be issued only to persons duly licensed or
authorized by law to practice the profession or perform the services rendered by the
Corporation. The same is true regarding officers and directors. This document contains
both standard clauses as well as opportunities for customization to ensure that the
understandings of the parties are properly set forth.
Bylaws of Professional Corporation with Management by Shareholders
1. Principal Office.
A. The principal office of the Corporation shall be located at a Corporation organized
and existing under the laws of the state of ______________, with its principal office located at
(street address, city, state, zip code), referred to herein as Corporation. The Corporation may
have such other offices as the business of the Corporation may require from time to time.
All of the shareholders, directors and officers who render (type of profession)
provided by the corporation must be licensed by (name of state) to render legal services.
C. Officers, Directors and Shareholders.
Only licensed (type of profession) shall be qualified to serve as an officer or
director, or to be a shareholder of this corporation, and no shares, or certificates, shall be owned
or registered in any manner, either beneficially or of record, directly or indirectly, by or in the
name of any other persons, or any firm or corporation.
2. Shareholdersâ€™ Meeting.
A. Annual Meeting.
Meetings of the shareholders shall be held annually at the principal office of the
Corporation on the (e.g., first Monday) in (name of month) at (time of day), unless such day is a
legal holiday, in which event, the meeting shall be held at the same hour and place on the next
succeeding business day that is not a legal holiday.
B. Special Meetings.
Special meetings of the shareholders may be called from time to time by the
written request of the holders of ______% of the outstanding shares entitled to vote at such
C. Notice of Meeting.
Notice of any regular or special meeting of the shareholders shall specify the
place, date, and hour of the meeting, and the objects of the meeting. Written notice of the
meeting shall be given each shareholder of record and shall be personally delivered to the
shareholder, at his or her address as it appears on the record of shareholders of the Corporation,
not less than (e.g., 10) nor more than (e.g., 60) days before any such meeting.
The presence, in person or by proxy, of the holders of a majority of the voting
shares shall constitute a quorum of the shareholders for all purposes, unless the presence of a
larger number is required by law. If a quorum is not present at a meeting of shareholders, the
holders of a majority of the voting shares present at the meeting may adjourn the meeting from
time to time without further notice. At any such adjourned meeting, any business may be
transacted that might have been transacted at the meeting as originally called.
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Every shareholder shall be entitled to one vote for each share standing in his or
her name on the record of shareholders. All corporate actions, other than actions as to which the
vote of a larger proportion is required by law, shall be determined by the vote of a majority of
shareholders present in person or by proxy.
Any person entitled to vote at a shareholder's meeting may authorize another
person or persons to act for him or her by a proxy executed in writing by the shareholder or his
or her agent. Proxies shall be valid only if executed in favor of another shareholder of the
G. Written Consent to Meetings.
The holders of ______% of the voting stock having the right to vote at any
meeting may, when present at a meeting however called or noticed, sign a written consent to the
meeting, and any action taken pursuant to such a written consent shall be as valid as if the
meeting had been legally called and noticed.
H. Conduct of Business Without a Meeting.
The shareholders may take any action without a meeting if a writing setting forth
the action taken is signed by all persons who would have been entitled to vote on such action at a
meeting and filed with the secretary of the Corporation as part of the corporate records.
3. Management of Corporation by Shareholders.
A. Management by Shareholders.
The business of the Corporation shall be managed by the shareholders of the
Corporation. Any action required or permitted by (name of state) law to be taken by the directors
of a Corporation may be taken by act of the shareholders of this Corporation as provided in these
B. Conduct of Corporate Business by Written Agreement.
The shareholders are specifically empowered to enter into an agreement or
agreements among themselves relating to any phase of corporate affairs. Any such agreement
shall be in writing signed by ______% of the shareholders entitled to vote at a meeting with
respect to the subject matter of the meeting, and filed with the secretary of the Corporation as
part of the corporate records.
A. Officers; Qualifications.
The officers of the Corporation shall be a president, a secretary, and a treasurer,
and such other officers as the shareholders may determine. One person may hold two or more
offices if desired or required by state law or otherwise, except the offices of President and
Secretary. All officers must be duly licensed or otherwise legally qualified in (name of state) to
render the professional service for which the corporation was organized.
B. Election and Term of Office.
All officers of the Corporation shall be elected annually by the shareholders at
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their annual meeting. Each officer shall hold office until his or her successor is elected and
qualified or until he or she resigns or is removed or otherwise disqualified to serve.
The holders of ______% of the Corporation's stock may remove any officer from
office with or without cause by affirmative vote or by execution of a written agreement to that
effect. Any officer who either becomes disqualified or who accepts employment that places
restrictions or limitations upon his or her continued rendering of such services shall, immediately
on the effective date of such disqualification or employment, cease to be an officer.
Vacancies in offices shall be filled either by majority vote or written agreement of
The officers shall receive such salary or compensation as may be fixed by the
F. Powers and Duties.
The officers of the Corporation shall have the customary powers and duties
of their respective offices, subject to such limitation as the shareholders may from time to time
prescribe, and shall have such other powers as may be conferred by the shareholders.
A. Eligible Shareholders.
Shares of the Corporation shall be issued only to persons duly licensed or
authorized by law to (practice the profession or perform the service) of in (name of state).
B. Disqualification of Officer, Shareholder, Agent, or Employee.
If any officer, shareholder, agent, or employee of the Corporation becomes
legally disqualified to render any professional services for which the Corporation is organized, or
accepts employment that places restrictions or limitations on his or her continued rendering of
such professional services, he or she shall immediately sever all employment with the
Corporation and shall not subsequently participate or share, directly or indirectly, in any earnings
or profits realized by the Corporation on account of professional services.
C. Number of Shareholders.
The Corporation's issued stock of all classes, with the exception of treasury stock,
shall be held of record by no more than (number) persons. The Corporation shall at no time offer
any class of its stock for trade in markets maintained by security dealers or brokers.
The shares of the Corporation shall be represented by certificates signed by the
president and secretary. Each certificate shall be issued in numerical order from the share
certificate book, and a full record of each certificate shall be entered on the stub of the certificate
in the book. Each certificate shall contain an appropriate legend setting forth the restrictions on
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sale and transfer provided for in Paragraphs B, E, F, and G of this Article.
Transfers of shares of the Corporation shall be made only on the books of the
Corporation by a holder of record of the shares or his or her duly authorized attorney in fact. No
shareholder may sell, pledge, or transfer his or her shares in the Corporation except to another
individual who is eligible to be a shareholder.
F. Voting Trust Agreements Prohibited.
No shareholder shall enter into a voting trust agreement or any other type of
agreement which vests in another person the authority to exercise the voting power of any or all
of his or her stock, other than proxies authorized in these Bylaws.
G. Preemptive Rights.
Shareholders shall have the preemptive right to subscribe to any issue of shares or
securities of the Corporation.
These Bylaws may be amended, repealed, added to, or new Bylaws may be adopted, by
majority vote or written assent of shareholders entitled to exercise a majority of the voting
Adopted by the Shareholders on the _______day of ____________20____.
(Printed Name of Shareholder)
(Signature of Shareholder)
(Printed Name of Shareholder)
(Signature of Shareholder)
(Printed Name of Shareholder)
(Signature of Shareholder)
(Printed Name of Shareholder)
(Signature of Shareholder)
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