Corporate Bylaws for Virginia

BYLAWS OF _____________________

A _____________________ CORPORATION



Adopted as of _____________

  1. BOARD OF DIRECTORS
    1. Powers. Subject to the provisions of any state law, federal law, the articles of incorporation, and the bylaws, the Board of Directors will manage all business and affairs of the corporation. All corporate powers will be exercised by or under the direction of the Board of Directors.
    2. Standard of Care. Each Director must exercise corporate powers and perform corporate duties loyally, in good faith, in a manner such Director believes to be in the best interest of the corporation, and with reasonable care using the ordinary prudence that a person in similar position would use under comparable circumstances. Each Director may be held accountable and subject to disciplinary action by the corporation as permitted by state and federal law for failure to meet the necessary standard of care towards the corporation.
    3. Number and Qualification. The authorized number of Directors is . The number of Directors may be changed by an amendment to the articles of incorporation or as permitted by law. Directors need not be unless otherwise required by the articles of incorporation.
    4. Election and Term of Directors. The Board of Directors will be elected at each annual meeting Each Director, including a Director elected to fill a vacancy, will hold office until both the expiration of the elected term and until a successor has been elected and qualified.
    5. Vacancies. A vacancy in the Board of Directors exists when there are fewer Directors holding office than authorized in the articles of incorporation as a result of death, removal, resignation
    6. Resignation. Any Director may resign effective upon giving written notice to the Secretary unless the notice specifies a later time for that resignation to become effective.
    7. Removal
      1. Any Director unless otherwise restricted by law, the articles of incorporation, or the bylaws.
      2. However, no Director may be removed without cause if the votes cast against the Director's removal would be sufficient to elect the Director under cumulative voting at an election of the entire Board of Directors.
      3. No reduction of the authorized number of Directors pursuant to the articles of incorporation may have the effect of removing any Director before the Director's term of office expires.
    8. Meetings
      1. Time and Place of Meetings. Regular meetings of the Board of Directors will be held without notice at such time and place as may be determined by Board resolution. Absent such resolution, regular meetings will be held at the corporation's principal executive office. Special meetings may be held at any place designated in the notice of the meetings or, if not stated in the notice or there is no notice, at the corporation's principal executive office.
      2. Telephonic, Video or Electronic Transmission of Meetings. Unless otherwise restricted by law, the articles of incorporation, or the bylaws, members of the Board of Directors and any committee designated by the Board of Directors may participate in any meeting by means of conference telephone, video communication, or other electronic transmission methods so long as all Directors or committee members can hear each other and have the capacity to propose or object to specific actions proposed to be taken by the corporation.
      3. Special Meetings. Special meetings of the Board of Directors may be held for any purpose at any time by the Chairman of the Board, the President, any Vice President, the Secretary, or any two Directors.
      4. Notice of Special Meetings. Notice of the time and place for special meetings must be given at least four (4) days before the date set for the meeting. Notice may be given personally, by first-class mail, by telephone (including voice messaging system), by facsimile, by electronic mail, or by any other means as permitted by law. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.
      5. Waiver of Notice. Any deficiency in the notice of a Board meeting can be waived by attending the meeting without objecting at the commencement of the meeting, by written waiver before or after the meeting filed with the corporate records, or by an approval of the minutes of the meeting.
    9. Quorum and Voting
      1. A majority of the total number of Directors constitute a quorum for the transaction of business at a Board meeting. The act of a majority of Directors present at any Board meeting where a quorum is present will be considered the act of the Board of Directors, except as may otherwise be provided by law or by the articles of incorporation.
      2. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting without notice other than an announcement at the meeting until a quorum is present.
      3. A meeting where a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority of the number of Directors required to constitute a quorum for that meeting.
    10. Directors Acting by Unanimous Written Consent without Meeting. Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee consent in writing or by electronic transmission. A record of the unanimous written consent must be filed with the corporate records. Notwithstanding the foregoing, a Board of Directors constituting less than the full number of authorized Directors may act by written consent according to procedures established herein to fill vacancies.
    11. Fees and Compensation. Unless otherwise provided by law or the articles of incorporation, Directors and members of a Director's committee receive compensation for their services and receive reimbursement for expenses. The Board of Directors has the authority to fix the compensation and approve reimbursement of expenses, if any, by resolution. Any Director or committee member may serve the corporation in another capacity, for instance as an officer, employee, or otherwise, and may receive compensation for such services.
    12. Committees. The Board may appoint committees by resolution passed by a majority of the whole Board, committee membership and composition subject to rules and procedures as permitted by law and the articles of incorporation. Each committee has such powers as may be expressly delegated to it by resolution of the Board except those powers expressly non-delegable by law or the articles of incorporation.
  2. OFFICERS
    1. Principal Officers and Tenure. The principal officers of the corporation will be a Chairman of the Board or a President or both, a Secretary who may also be called a Clerk, and a Treasurer who may also be called a Chief Financial Officer. The principal officers will be chosen by the Board of Directors and each will serve at the pleasure of the Board of Directors until a successor is duly appointed and qualified or until the officer's death, resignation, or removal as provided by these bylaws, subject to any contractual employment rights that may apply. One person may hold multiple officer positions.
      1. Chairman of the Board. The Chairman of the Board, if such an officer is elected, will
        1. preside at all meetings of the Board of Directors;
        2. exercise and perform such powers and duties as may from time to time be assigned by the Board of Directors or prescribed by the bylaws; and
        3. exercise and perform such powers and duties prescribed to the President if no President exists.
      2. President/Chief Executive Officer. Subject to the supervisory powers that may be given by the Board of Directors to the Chairman, if such an officer is elected, the President will
        1. have general supervision, direction, control, and management of the business and affairs of the corporation;
        2. preside at all meetings of the
        3. preside at all meetings of the Board of Directors in the absence of the Chairman or where there is no such position; and
        4. exercise and perform such powers and duties as may be prescribed by the Board of Directors or these bylaws.
      3. Secretary/Clerk. The Secretary will
        1. maintain at the principal executive office or such other place as the Board of Directors may determine, a book of minutes of all meetings of Directors, committees of Directors, and
        2. give notice of all and Board of Director meetings as required by law and these bylaws;
        3. maintain the corporate seal, if one exists, in safe custody; and
        4. exercise and perform such powers and duties as may be prescribed by the Board of Directors or these bylaws.
      4. Treasurer/Chief Financial Officer. The Treasurer will
        1. maintain adequate and correct books and records of all corporate financial transactions including, but not limited to, accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and
        2. deposit all moneys, drafts, checks, and other valuables in the name and to the credit of the corporation in the banks and depositories designated by the Board of Directors;
        3. disburse corporate funds as instructed by the Board of Directors;
        4. submit to the President and the Board of Directors, upon request, an account of all the Treasurer's transactions and of the financial condition of the corporation; and
        5. exercise and perform such powers and duties as may be prescribed by the Board of Directors or these bylaws.
    2. Subordinate Officers and Tenure. The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents and such other subordinate officers as may be appointed and removed by the President as the business of the corporation may require. Subordinate officers have such authority and will perform such duties as are provided in the bylaws or as the Board of Directors may determine from time to time. Additionally, in the absence or disability of the principal officer for which they assist and support, the subordinate officers will perform all the duties and have all the powers and restrictions of their principal officer.
    3. Standard of Care. Each principal and subordinate officer must exercise corporate powers and perform corporate duties loyally, in good faith, in a manner such officer believes to be in the best interest of the corporation, and with reasonable care using the ordinary prudence that a person in similar position would use under comparable circumstances. Each officer may be held accountable and subject to disciplinary action by the corporation as permitted by state and federal law for failure to meet the necessary standard of care towards the corporation.
    4. Removal and Resignation
      1. Principal Officer. Subject to any contractual employment rights that the principal officer may have, any principal officer may be removed, with or without cause, by a majority of the Directors at the time in office at any regular or special meeting of the Board.
      2. Subordinate Officer. Subject to any contractual employment rights that a subordinate officer may have, any subordinate officer may be removed by the President, with or without cause, as the business of the corporation may require.
    5. Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause must be filled in the manner described in the bylaws for regular appointments to such office.
  3. INDEMNIFICATION
    1. Directors and Officers. The corporation will not indemnify its Directors and officers to the extent permitted by law, the articles of incorporation, and the Directors' or officers' individual contracts against expenses (including attorneys' fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was a Director or officer of the corporation.
    2. Irrespective of the foregoing, the corporation may not be required to indemnify any Director or officer in connection with any proceeding (or part thereof) initiated by the Directors or officers themselves unless
      1. such indemnification is expressly required by law; or
      2. the proceeding was authorized by the Board of Directors.
    3. Employees and Other Agents. The corporation will not indemnify its employees and other agents to the extent permitted by law, the articles of incorporation, and any applicable individual contracts against expenses (including attorneys' fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an employee or agent of the corporation.
    4. Irrespective of the foregoing, the corporation may not be required to indemnify any employee or agent in connection with any proceeding (or part thereof) initiated by the employee or agent themselves unless
      1. such indemnification is expressly required by law; or
      2. the proceeding was authorized by the Board of Directors.
  4. GENERAL PROVISIONS
    1. Fiscal Year. The corporation's fiscal year is the twelve (12) consecutive months ending on the last day of _____________ or as fixed by resolution of the Board of Directors and may be changed by the Board of Directors.
    2. Checks, Drafts, and Evidence of Indebtedness. All checks, drafts, and other payment of money, notes, or any form of indebtedness, issued in the name of or payable to the corporation, must be signed or endorsed by such person or persons in such manner as, from time to time, is determined by resolution of the Board of Directors.
    3. Executing Corporate Contracts and Instruments. The Board of Directors, except as otherwise provided in the bylaws, may authorize any officer or agent to enter into any contract or execute any instrument in the name of or on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or by an officer acting within proper agency power, no officer, agent, or employee has any power or authority to bind the corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.
    4. Conflicts of Interest. The following conflict of interest policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to corporations and is not intended as an exclusive statement of responsibilities. All Directors or officers have a duty to disclose the existence of any actual or potential conflict of interest, whether personal or financial in nature, and to disclose all relevant material facts to the Directors to enable them to consider whether a conflict exists and whether the proposed transaction or arrangement is in the best interests of the corporation. Upon disclosure of an actual or potential conflict of interest, and after the interested person has had a full opportunity to disclose the relevant facts, the interested person must leave the meeting and the remaining Board members will decide if a conflict of interest exists. Whenever the Board determines that a Director or officer has an actual or potential financial or personal interest in any matter coming before the Board of Directors, the Board must ensure the following:
      1. The financial or personal interest of such Director or officer is fully disclosed with all relevant material facts to the Board of Directors;
      2. No interested Director or officer may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the Board of Directors at which such matter is voted upon;
      3. Any transaction involving the Director's or officer's financial or personal interest must be duly approved by disinterested Directors in the best interest of the corporation;
      4. Payment must be reasonable and must not exceed fair market value; and
      5. The minutes of meetings at which such votes are taken must include a record of such disclosures, abstention, and rationale for approval.
    5. Offices. The registered office of the corporation is located at _____________, _____________, _____________ _____________ or as otherwise designated by the Board of Directors. The Board of Directors may at any time and place establish offices as required where the corporation is qualified to do business.
    6. Governing Law. The bylaws will be governed, construed, and interpreted by, through, and under the laws of _____________.
    7. Corporate Seal. The Board of Directors may adopt a corporate seal, which may be altered from time to time with majority Board approval. The seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or reproduced in any other manner.

CERTIFICATION OF ADOPTION



I, _____________, hereby certify the following:

I am the Secretary of _____________, a _____________ corporation; and

The foregoing bylaws are a true and correct copy of the bylaws of the corporation as duly adopted by approval of the Board of Directors of the corporation by unanimous written consent on _____________.

Signed: _____________________________

Secretary: _____________

NOTARY ACKNOWLEDGMENT




State of ____________________________

SS.

County of ____________________________

On _____________ (date), before me, _____________________________ (notary), personally appeared _____________ who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to within the BYLAWS OF _____________ adopted as of _____________, acknowledging to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by affixing his/her/their signature(s) on the instrument so executed the instrument.

I certify under PENALTY OF PERJURY that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Print: ____________________________     Commission Expires: _______________

Sign: ____________________________      [Affix seal]

INSTRUCTIONS FOR YOUR CORPORATE BYLAWS



The corporate bylaws establishes the general corporate structure. As such, the questions are intended to work through the necessary foundations of what your corporate structure requires.

Entity Type

On the first step, you will select the entity type for your bylaws. Bylaws are the internal corporate governance documents for both for-profit and nonprofit corporations. However, there are distinct differences between how for-profit and nonprofit corporations are structured.

A for-profit corporation is registered with a particular state of your choice to engage in commercial activity for a profit. You can check with your Secretary of State to confirm your company's for-profit status.

A nonprofit corporation is registered with a particular state of your choice to engage in activities and purposes specifically approved by the Internal Revenue Code (IRS) as exempt from federal and state taxes. There are many different IRS tax exemption statuses, the most common of which is the 501(c)(3) nonprofit corporation. 501(c)(3) nonprofit corporations may be established only for the following purposes:

  • Religious
  • Educational
  • Charitable
  • Scientific
  • Literary
  • To test for public safety
  • To foster national or international amateur sports competitions
  • To prevent cruelty to children or animals

You should select the 501(c)(3) nonprofit corporation entity type if your organization is established for one or more of these purposes and is recognized as tax-exempt under 501(c)(3) by the IRS. You can check with the IRS to confirm your tax exemption status. USE THIS DOCUMENT ONLY FOR 501(c)(3) TAX-EXEMPT CORPORATIONS. It is not suitable for any other 501(c) tax exemption statuses.

Registered Corporation Information

Enter the corporation's name and address exactly as it appears on your articles of incorporation filed, or to be filed, with the state.

Board of Directors

Next, you will specify the number of directors for the corporation. The Board of Directors oversees the activities of the corporation and may be otherwise known as the "board of governors," the "board of managers," the "board of regents," the "board of trustees," or simply as the "Board." The directors' duties generally include establishing broad policies and objectives, selecting and reviewing the performance of the company officers who run the day-to-day operations, and approving annual budgets.

When considering the size of your Board of Directors, remember that different board sizes have their advantages and disadvantages. For example, a board with too few directors may not have sufficiently diverse expertise for the corporation's needs. Or perhaps a small board of two or three related directors may run into a problem when there is a conflict of interest between the directors and the corporate interest that leaves decision making to only one director. On the other hand, it may be hard logistically for a board with too many directors to organize meetings. Also, there may be so many diverse opinions that it becomes unnecessarily difficult for the board to make decisions.

Compensation and Fees

The corporation may choose to pay the directors, and any committee members appointed by the Board of Directors to assist the board, a reasonable compensation for the services and duties they perform for the corporation. The corporation may also choose to reimburse the directors and committee members for expenses paid on behalf of or in service of their corporate duties.

Indemnification

This section addresses the unfortunate situation when a corporate director, officer, employee, or other company representatives may be sued personally by an outside party for their role or affiliation with the corporation. For example, a director or employee of the corporation may be sued along with the corporation by an unsatisfied customer, or an employee may be sued along with the corporation for being involved in a car accident while traveling for work.

Naturally, there will be costs associated with being named in a lawsuit, whether the lawsuit has merit or not. The corporation can specify in its bylaws whether it will automatically indemnify and compensate the sued directors, officers, employees, or other company representatives for costs incurred under those circumstances as follows:

  1. Select "Yes" if the corporation will automatically indemnify and compensate the sued directors, officers, employees, or other company representatives for costs incurred under those circumstances.
  2. Select "No" if the corporation will not indemnify or compensate the sued directors, officers, employees, or other company representatives for costs incurred unless required by law.
  3. Select "It depends" if the corporation's Board of Directors will evaluate the issue of indemnification on a case-by-case basis.

General Provisions

This section deals with two important dates that a corporation needs to be aware of every year.

First, shareholders are required to hold an annual meeting of shareholders once a year to vote on the Board of Directors and conduct other permissible business. This date may be changed by board resolution to suit the corporation's needs.

Second, the corporation needs to select a fiscal year for tax purposes. The fiscal year is a period of 12 consecutive months ending on the last day of the month of your choice. If you choose to end the fiscal year in December, then your fiscal year will align with the normal calendar year. Corporations may choose different ending months for their fiscal year depending on what works best for their payroll, business cycle, and tax situation.

Adoption of Bylaws

Bylaws can be adopted for official use by the corporation either by the Incorporator(s) or by the Board of Directors. An Incorporator is an individual or entity that initiates the incorporation process for the corporation and files the formation documents with the state. Generally, the Incorporator(s) may adopt the bylaws for a newly formed corporation if the first Board of Directors has not been appointed or elected. Otherwise, any Board of Directors can adopt bylaws for official corporate use by majority vote or unanimous written consent.

If the Incorporator(s) is/are adopting the bylaws, then enter the name(s) of the Incorporator(s) and the date for adoption. If adoption is by the Board of Directors, then enter the Secretary's name and the date for adoption.

Final Steps

The Secretary should sign the Certificate confirming and recording that the Board of Directors adopted the bylaws for official use. The Secretary may have this page notarized using the Notary Acknowledgment page to confirm the validity of the signature. The original or a copy of the bylaws along with the executed Certificate should be stored and maintained by the Secretary at the corporation's principal executive office or such other place as the board may decide.

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Corporate Bylaws

Corporate bylaws are a set of rules and procedures used to determine how a corporation will be run. They are a vital tool, defining the relationships, duties, and responsibilities of the people who own and manage the corporation.

LegalNature's corporate bylaws provide a comprehensive set of bylaws to satisfy your corporation's needs, whether big, small, or growing. LegalNature will guide you step by step to easily construct the customized document you need. You have the ability to choose between a for-profit or non-profit corporation and tailor the number of directors, corporate meeting dates, and many more options.

Get started now and with LegalNature’s intuitive form builder you will have your corporate bylaws in minutes!

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This guide provides an explanation of the key terms and considerations when creating corporate bylaws. Here we elaborate on the step-by-step guidance we provide you when answering our document questionnaire.

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Review the basic steps you will need to follow before and after completing your corporate bylaws. This includes gathering information, reviewing and formally adopting the bylaws, storing your bylaws and other important corporate records, and completing related documents.

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