Bylaws-S-Corp

BYLAWS OF

S-CORP

ARTICLE 1.
CORPORATE AUTHORITY

 

  1. INCORPORATION. S-CORP (the “Corporation”) is a duly organized corporation authorized to do business in the State of TEXAS by the filing of Articles of Incorporation on [DATE].

 

  1. STATE LAW. The Corporation is organized under the TEXAS Statutes and except as otherwise provided herein, the Statutes shall apply to the governance of the Corporation.  The laws, statutes, regulations and rules to which the Corporation is subject shall be referred to herein as “Applicable Law.”

 

  1. CORPORATE PURPOSE.  The purpose of the Corporation is any and all lawful business.  Such lawful business includes but is not limited to [ENTER PURPOSE OF LLC].

ARTICLE 2.
OFFICES AND RECORDS

 

2.1 REGISTERED OFFICE AND REGISTERED AGENT. The registered office of the Corporation in the State of TEXAS is [ENTER ADDRESS].  The registered agent of the Corporation is [ENTER NAME] at [ENTER ADDRESS].  

 

2.2 OTHER OFFICES. The Corporation may also have and maintain an office or  principal place of business at such place as may be fixed by the Owners (also, the “Managers”), and may also have offices at such other places, both within and without the State of TEXAS, as the Board may from time to time determine or the business of the Corporation may require.

 

2.3 BOOKS, ACCOUNTS AND RECORDS, AND INSPECTION RIGHTS. The books, accounts, and records of the Corporation, except as may be otherwise required by the laws of the State of TEXAS, may be kept outside of the State of TEXAS, at such place(s) as the Owners may from time to time determine. Except as otherwise provided by law, the Owners will determine whether, to what extent, and the conditions upon which the books, accounts and records of the Corporation will be open to the inspection of the Owners of the Corporation.

 

2.4 CORPORATE SEAL. The Board may, but shall not be required to, adopt a corporate seal. The corporate seal shall consist of a die bearing the name of the Corporation and the inscription, “Corporate Seal S-CORP.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

ARTICLE 3.
OWNERS’ MEETINGS

 

  1. PLACE OF MEETINGS. Meetings of the Owners may be held at such place, either within or without the State of TEXAS, as may be determined from time to time by the Owners. The Owners may, in their sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided by the Applicable Law.

 

  1. CONSENT IN LIEU OF A MEETING.

 

  1. Any action required to be taken or which may be taken by both of the Owners may be taken without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by both of the Owners. The action must be evidenced by one or more written consents, describing the action taken, signed and dated by the Owners, and delivered to the Corporation at its registered office or to the officer having charge of the Corporation’s minute book. 

 

  1. No consent shall be effective to take the corporate action referred to in the consent unless the signed consent notice is delivered to the Corporation or to the officer having charge of its minute book within sixty (60) days of the delivery of the earliest-dated consent.

 

ARTICLE 4.
DIRECTORS

 

  1. POWERS. The business and affairs of the Corporation shall be managed by or under the direction of the Owners, which may exercise all such powers of the Corporation and do all lawful acts and things, subject to any limitations set forth in these Bylaws or the Articles of Incorporation for the corporation.

 

  1. MEETINGS.  Meetings may be called by any Owner on five (5) days’ notice to the other Owner, either personally or by telephone, express delivery service, email, or facsimile transmission, and on ten (10) days’ notice by mail (effective upon deposit of such notice in the mail). The notice shall specify the purpose of such meeting.

 

  1. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by both of the Owners may be taken, with the written consent of either Owner, such writing or writings to be filed.

ARTICLE 5.
OFFICERS

 

  1. OFFICERS. Both the Owners shall be the officers of the Corporation. 

 

  • DUTIES OF OFFICERS.

 

  1. Ahad Virani shall be in charge of managing all online seller accounts and marketplaces. 

 

  1. Ahad Virani shall also be in charge of processing all returns, collecting Amazon reimbursements for the new corporation, and handling customer service. 

 

  1. Andrew Ragnell shall be in charge of processing inventory, sending shipments to Amazon/customers, completing warranty work.

 

  1. EXECUTION OF INSTRUMENTS. All contracts, checks, drafts or demands for money and notes and other instruments or rights of any nature of the Corporation shall be signed by both of the Owners and/or such other officer or officers as the Board of Directors may from time to time designate.

ARTICLE 6.
CAPITAL CONTRIBUTION

 

  1. AMOUNT OF CONTRIBUTION. The Owners shall make a total initial capital contribution $100,000, each owner contributing $50,000.

 

  1. ADDITIONAL CONTRIBUTION. The Owners shall not be obligated to make any additional Capital Contributions without the prior unanimous written consent of the other owner.

 

ARTICLE 7.
DIVIDENDS

 

  1. DECLARATION OF DIVIDENDS. Dividends upon the capital contribution of the Corporation, subject to the provisions of the Certificate and Applicable Law, if any, may be declared by the Board.   Dividends may be paid in cash or in property, subject to the provisions of the Certificate and Applicable Law.

 

DIVIDEND RESERVE. There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in their absolute discretion, think proper as a reserve or reserves for any purpose as the Board determines is in the interests of the Corporation.

 

ARTICLE 8.
FISCAL YEAR

 

8.1 FISCAL YEAR. The fiscal year of the Corporation shall be the calendar year.

 

ARTICLE 9.
INDEMNIFICATION AND INSURANCE

 

9.1 INDEMNIFICATION.

 

  1. The Corporation shall have the power to indemnify its directors, officers, employees, and other agents. The Board shall have the power to delegate the determination of whether indemnification shall be given to any such person (except executive officers) to such officers or other persons as the Board shall determine.

 

  1. The Corporation may purchase and maintain insurance in a reasonable amount on behalf of any person who is or was a director, officer, agent or employee of the Corporation against liability asserted against or incurred by such person in such capacity or arising from such person’s status as such.  Additionally, the Corporation may purchase life insurance on the life of any shareholder which may, in the discretion of the Corporation or subject to any agreement entered into with such shareholder or his/her estate, be used in connection with the repurchase of such shareholder’s shares upon his/her death.

 

ARTICLE 10.
NOTICES

 

  1. NOTICES.

 

  1. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the United States mail, or by email, or facsimile, charges prepaid, to his or her address appearing in the books of the Corporation, or supplied by him or her to the Corporation for the purpose of notice. If the notice is sent by mail it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. If the notice is sent by email or facsimile, it shall be deemed to have been given at the date and time shown on a written confirmation of the transmission of such facsimile communication.  If such notice is related to a shareholder meeting, the notice shall specify the place, day, time of the meeting and the purpose of and general nature of the business to be transacted at such meeting.

 

  1. Whenever any written notice is required by law, or by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened or called.

 

ARTICLE 11.
AMENDMENTS

 

11.1 AMENDMENTS.  The Board is expressly empowered to adopt, amend, or repeal   these Bylaws (or any provision hereof). 

ARTICLE 12.
MISCELLANEOUS

 

  1. ANNUAL REPORT.  An annual report shall be sent to each Owner of the Corporation not later than [ENTER NUMBER OF DAYS] days after the close of the Corporation’s fiscal year. Such report shall include a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year, accompanied by  any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. 

 

  1. FORUM. Unless the Corporation consents in writing to the selection of an alternative forum, the courts of the State of TEXAS shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Corporation to the Corporation or the Corporation’s Owners, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Applicable Law, the Certificate, or these Bylaws, or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine.

 

  1. INTERPRETATION. In interpreting these Bylaws, except where the context otherwise requires, (a) “including” or “include” does not denote or imply any limitation, (b) “or” has the inclusive meaning “and/or,” (c) the singular includes the plural, and vice versa, and each gender includes each other gender, (d) captions or headings are only for reference and are not to be considered in interpreting these Bylaws, (e) “Section” refers to a section of these Bylaws, unless otherwise stated in these Bylaws, and (f) “day” refers to a calendar day unless expressly identified as a business day.

 

***

 

CERTIFICATE

 

The undersigned S-CORP of [ENTER ADDRESS], a TEXAS corporation, hereby certifies that the foregoing Bylaws are the original Bylaws of the Corporation adopted by the initial director of the Corporation.

 

Dated: ____________________

 

Name: _________________________

Title: _________________________

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