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All of the forms and instructions necessary to incorporate a business in New York
© Lawrence Lindeman 2010
GENERAL INSTRUCTIONS This kit contains all of the forms and information necessary to incorporate a business in New York. The initial step in the incorporation process is to ascertain the name availability, as corporations in New York cannot have a name which is identical to the name of an existing corporation. This can be accomplished by telephoning the New York Department of State, Division of Corporations at 518-474-4752 or by going to the Department of State’s site, www.dos.state.ny.us, and (1) clicking on “Corporations, State Records, Uniform Commercial Code”, then (2) selecting the “Corporations/Business Entities” Menu, then (3) selecting the “Business Corporations” menu, then (4) selecting the “Filing Information, Forms, and Fees” menu, then (5) clicking on “Domestic”, then (6) clicking on “Certificate of Incorporation”, then (7) clicking on “Name Availability”. If the name is available, the Certificate of Incorporation, along with the appropriate filing fee, must be filed with the Division of Corporations. A copy of the Certificate of Incorporation on the form approved by the Division of Corporations, along with instructions and filing fee information, can be obtained by repeating steps (1) – (6) above, then (7) clicking on “Fillable Certificate of Incorporation”. The Certificate can be filed online by repeating steps (1) – (6) above, then (7) clicking on Certificate of Incorporation Online Filing Through GORR”. General New York corporate information can be obtained by repeating steps (1) – (6) above, then (7) clicking on “Forming a Corporation in New York State”. After the Division of Corporations approves the Certificate of Incorporation, an organizational meeting must be held. At this meeting stock is issued (stock certificates are not necessary), directors are appointed, officers are elected, by-laws are adopted, and any other corporate matters which need to be dealt with are attended to. Copies of by-laws, initial minutes, and other documents are included in this kit. The corporation must then obtain a federal employer identification number (FEIN) from the Internal Revenue Service (form SS-4). This number is required for federal tax purposes, opening a corporate bank account, and related situations. The corporation can obtain a FEIN from the Internal Revenue Service online, or download the form and instructions. To file online, go the Internal Revenue
and Laws”. Finally.state. the corporation may have to register with other state agencies as well. New York State Tax Guide for New Businesses”. www. then (3) clicking on “Publications. If the corporation is electing to be taxed as an S corporation. then click on “Forms and Instructions Number” and choose form SS-4.tax.irs.gov and (1) click on “Apply for Employer Identification Number (EIN) Online”. Regulations. then (4) clicking on “Publication 20. go the Internal Revenue Service web site and (1) click on “Forms and Publications”. The corporation must register with the New York Department of Taxation and Finance.Service web site. choose form 2553. . then (2) clicking on “Forms”.ny. Depending upon the nature of the business. the corporation must contact the local city or county tax or license authority to ascertain whether a local business license is required.us. www. and (1) clicking on “Business”. Information on this topic may be found by going to the Department’s site. When the Department of State issues the Certificate of Incorporation it automatically assigns a taxpayer id number to the corporation. To download the form.
The Chairman stated that the corporation was going to obtain a federal id number and is in the process of opening a corporate checking account. This . and Chairman of the Board of Directors. which were placed in the corporate minute book. The Chairman stated that the State of New York had approved the Certificate of Incorporation on ____________________________. pursuant to written waiver of notice. was held at _________________________________________________________ on ___________________________________. the incorporator. and to reimburse employees for all expenses incurred on the corporation's behalf. the corporation adopted By-Laws. offer was accepted by the Corporation. Treasurer. _______________________________________. The Chairman stated that he had offered to purchase __________________ shares of corporate stock and to pay $____________________ therefore. The Certificate was placed in the corporate minute book. Then came the election of officers and directors. ______________________ was unanimously elected President. The corporation agreed to reimburse the incorporator for all costs incurred in establishing the corporation.INITIAL MINUTES OF THE SHAREHOLDERS AND BOARD OF DIRECTORS OF _________________________________________________ The initial meeting of the shareholders of____________________________. served as Chairman of the meeting and recorded the minutes. Secretary. After discussion.
This being all the business that needed to be discussed. upon motion duly made and seconded the meeting was adjourned. ________________________ Secretary APPROVED: ________________________ Director Dated: ____________________________ .
If the date of the annual meeting shall fall upon a legal holiday.The Corporation may have other offices. either within or without the State of New York. by resolution. At each annual meeting the shareholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.Annual meetings of stockholders for the election of Directors. ANNUAL MEETINGS .STOCKHOLDERS' MEETINGS SECTION 1. shall be held at such place.The registered office of the Corporation shall be established at ______________________________________. or a Sunday. and at such time and date as the Board of Directors. the annual meeting of shareholders shall be held at the registered office of the Corporation in New York on the first day of September. . and for such other business as may be stated in the notice of the meeting. ARTICLE II . OTHER OFFICES . the meeting shall be held on the next succeeding business day.BY-LAWS OF ________________________________________________ ARTICLE I . In the event the Board of Directors fails to so determine the time. SECTION 2.OFFICES SECTION 1. date. at such place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require. and place of the meeting. REGISTERED OFFICE . either within or without the State of New York. shall determine and as set forth in the notice of meeting.
during ordinary business hours. SECTION 5. SECTION 3. Upon the demand of any shareholder. SECTION 4. in person or by proxy. for each share of stock entitled to vote held by such shareholder. VOTING . QUORUM .Each shareholder entitled to vote in accordance with the terms and provisions of the Articles of Incorporation and these By-laws shall be entitled to one vote.The officer who has charge of the stock ledger of the Corporation shall. Less than a quorum may adjourn the shareholders' meeting to a fixed time and place. At any such adjourned meeting. for a period of at least ten days prior to the meeting. at least ten days before each meeting of shareholders. or by these By-laws. a quorum being present. either within or without the State of New York. The list shall be available for inspection at the meeting. with the number of shares held by each. prepare a complete alphabetically addressed list of shareholders entitled to vote at the ensuing election. OTHER MEETINGS . at the registered office of the Corporation in New York. for any purpose germane to the meeting. Said list shall be open to the examination of any shareholder. of shareholders holding a majority of the stock of the Corporation entitled to vote shall constitute a quorum. by the Articles of Incorporation.SECTION 2.Except as otherwise required by law. any business . the presence. but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. no further notice of any adjourned meeting being required.Meetings of shareholders for any purpose other than the election of Directors may be held at such time and place. the vote for Directors and upon any question before the meeting shall be by ballot. in person or by proxy. All elections for Directors shall be decided by majority vote except as otherwise provided by the Articles of Incorporation or the laws of the State of New York. as shall be stated in the notice of the meeting. SHAREHOLDER LIST .
unless otherwise prescribed by law or by the Articles of Incorporation. SECTION 6. may be called by the President or the chairman of the Board of Directors and shall be called by the President or Secretary at the request in writing of a majority of the Directors or shareholders entitled to vote. date and time of the meeting. or there is none in office. the meeting and vote of shareholders may be dispensed with. a presiding officer shall . SPECIAL MEETINGS . SECTION 9. NOTICE OF MEETINGS . for any purpose. not less than ten nor more than fifty days before the date of the meeting. BUSINESS TRANSACTED . stating the place.The President or his duly appointed representative of the Corporation shall preside over all meetings of shareholders.Special meetings of the shareholders. or the Articles of Incorporation. Such request shall state the purpose of the proposed meeting. or these By-laws.No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the shareholders entitled to vote thereat. if all the shareholders who would have been entitled to vote upon the action if such meeting were held. SECTION 8. If he is not present. CONDUCT OF MEETINGS . SECTION 7.Written notice. whenever the vote of shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the law. ACTION WITHOUT MEETING . and the general nature of the business to be considered.Except as otherwise provided by the Articles of Incorporation. shall be given to each shareholder entitled to vote thereat at his address as it appears on the records of the Corporation.may be transacted which might have been transacted at the meeting as originally noticed. If he is not present. the Vice President shall preside. SECTION 10. or there is none in office. shall consent in writing to such corporate action being taken.
SECTON 5. and except as otherwise expressly provided by law.DIRECTORS SECTION 1. NUMBER AND TERM . at a special meeting of the shareholders called for the purpose.Any Director may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote. VACANCIES . or these bylaws. and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the shareholders entitled to vote.The number of Directors shall be _________.If the office of a Director becomes vacant. If he is not present the presiding officer shall appoint a Secretary of the meeting. The acceptance of a resignation shall not be necessary to make it effective.be elected by the meeting.Any Director may resign at any time. and business of the Corporation shall be managed by the Board of Directors. GENERAL POWERS . The Director(s) shall be elected at the first annual meeting of the shareholders and shall be elected to serve until his successor shall be elected and shall qualify. by a majority vote. may appoint any qualified person to fill such vacancy. SECTION 2. ARTICLE III . The Secretary of the Corporation shall act as Secretary of all meetings.The property. the shareholders. who shall hold office for the unexpired term and until his successor shall be chosen. . the Articles of Incorporation. SECTION 3. RESIGNATIONS . and shall take effect at the time specified therein. affairs. at the time of its receipt by the President or Secretary. REMOVAL . Such resignation shall be made in writing. if he is present. all of the powers of the Corporation shall be vested in the Board. and if no time is specified. SECTION 4.
OFFICERS SECTION 1. but by resolution of the Board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. though less than a quorum. the Chairman of the Board of Directors of the Corporation shall have an additional vote. ARTICLE IV . VOTING .Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without meeting. a Vice President. SECTION 8.Each Director shall be entitled to one vote. and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualify. ACTION WITHOUT MEETING . agent or otherwise.SECTION 6. The presence of ________ Director(s) shall constitute a quorum for meeting and voting purposes. and receiving compensation therefore. INCREASE OF NUMBER . and such written consent is filed with the minutes of proceedings of the Board or committee. COMPENSATION . SECTION 7. Treasurer. In addition. OFFICERS . or by the affirmative vote of a majority in interest of the shareholders. and a Secretary. at the annual meeting or at a special meeting called for that purpose. SECTION 9. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer. if prior to such action a written consent thereto is signed by all members of the Board. In the event of a tie vote.A Director shall not receive any stated salary for his services as Director or as a member of committees. the Board of Directors may elect a Chairman and such other .The officers of the Corporation shall consist of a President. and by like vote the additional Directors may be chosen at such meeting to hold office until the next annual meeting and until their successors are elected and qualify.The number of Directors may be increased by amendment of these By-laws by the affirmative vote of a majority of Directors.
The Treasurer or his duly appointed representative shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. and shall have general supervision. taking proper vouchers for such disbursements.Each Vice President shall have such powers and shall perform such duties as shall be assigned to him by the President or the Board of Directors. SECTION 2. SECTION 4. direction and control of the business of the Corporation. He or his duly appointed representative shall preside at all meetings of the shareholders if present thereat.officers as it may deem proper. and shall cause the corporate seal to be affixed to any instrument requiring it. he or his duly appointed representative shall execute bonds. The officers shall be elected at the first meeting of the Board of Directors. mortgages. PRESIDENT .The President shall be the chief executive officer of the Corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner. and other contracts on behalf of the Corporation. The Treasurer or his duly appointed representative shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President. More than two offices may be held by the same person. He or his duly appointed representative shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. TREASURER . None of the officers of the Corporation need be Directors. at all meetings of the Board of Directors. VICE PRESIDENT . He shall render to the Board of . SECTION 3. and when so affixed the seal shall be attested by the signature of the Secretary or Treasurer. and in the absence or non-election of the Chairman of the Board of Directors.
(iii) amend the Articles of Incorporation. SECTION 5. or by these Bylaws. provided the Executive Committee shall not have power to (i) approve or recommend to shareholders action that the New York Business Corporation Law requires to be approved by shareholders.Directors and the President at the regular meetings of the Board of Directors. EXECUTIVE COMMITTEE . or whenever they may request it.The Secretary or his duly appointed representative shall give.The Board of Directors. notice of all meetings of shareholders and Directors. by the Articles of Incorporation. SECRETARY . and all other notices required by law or by these Bylaws. and attest the same. and in case of his absence or refusal or neglect to do so. (ii) fill vacancies on the Board or on any of its committees. ARTICLE V . any such notice may be given by any person directed by the President or by the Board of Directors. (v) . (iv) adopt. may elect an Executive Committee which shall consist of not less than _______ Director(s). upon whose requisition the meeting is called as provided by these Bylaws. or repeal the Bylaws. When the Board of Directors is not in session. including the President. when authorized by the President or Board of Directors. the Executive Committee shall have all power vested in the Board of Directors by law. or cause to be given. or shareholders. he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe. He shall record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose. amend. If required by the Board of Directors. an account of all his transactions as Treasurer and of the financial condition of the Corporation. and shall affix the seal to all instruments requiring it. by resolution adopted by a majority of the number of Directors fixed by these Bylaws.COMMITTEES SECTION 1.
terms. may elect a Finance Committee which shall consist of not less than _____ Director(s). and the members. preferences. The Committee shall report periodically to the Board of Directors on all action that it may have taken.Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same . consisting of not less than ____ Director(s). may establish such other standing or special committees of the Board as it may deem advisable.The Board of Directors. by resolution adopted by a majority of the number of Directors fixed by these Bylaws. capital structure. FINANCE COMMITTEE . The Committee shall also consider and report to the Board with respect to such other matters relating to the financial affairs of the Corporation as may be requested by the Board or the appropriate officers of the Corporation. and long-range financial requirements. OTHER COMMITTEES . SECTION 3.approve a plan or merger not requiring shareholder approval.The Board of Directors. MEETINGS . except according to a general formula or method prescribed by the Board of Directors. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action that the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors. or (vii) authorize or approve the issuance or sale or contract for sale of shares. by resolution adopted by a majority of the number of Directors fixed by these Bylaws. SECTION 2. and limitations of a class or series of shares. The Finance Committee shall consider and report to the Board with respect to plans for corporate expansion. (vi) authorize or approve a distribution. or determine the designation and relative rights. other than within limits specifically prescribed by the Board of Directors. SECTION 4. and authority of such committees shall be set forth in the resolutions establishing the same.
requirements with respect to time. VACANCIES .Each shareholder's ownership interest in the Corporation shall be evidenced by his ownership of shares of stock of the Corporation. CERTIFICATES OF STOCK . or may be removed. SECTION 8. TERM OF OFFICE . with or without cause.The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in . SECTION 5.STOCK SECTION 1. SECTION 7. RESIGNATION AND REMOVAL . at any time by such vote of the Board of Directors as would suffice for his or her election.A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. rather the Board of Directors shall cause the records of the Corporation to reflect the number of shares held by each shareholder. place. SECTION 2. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.Any vacancy occurring in a Committee resulting from any cause whatever may be filled by a majority of the number of Directors fixed by these Bylaws. There shall be no certificates issued for the shares. QUORUM AND MANNER OF ACTING . TRANSFER OF SHARES .Any member of a Committee may resign at any time by giving written notice of the intention to do so to the President or the Secretary of the Corporation. SECTION 6. and notice as are specified in these Bylaws for regular and special meetings of the Board of Directors. ARTICLE VI .Members of any Committee shall be elected as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.
The Corporation shall offer only such common stock during the two year period immediately subsequent to the date of the adoption of these By-laws by the Corporation as shall qualify as section . any meeting of shareholders or any adjournment thereof. out of funds legally available therefore. SECTION 5. A record shall be made of each transfer and whenever a transfer shall be made for collateral security. in advance.Subject to the provisions of the Articles of Incorporation. declare dividends upon the capital stock of the Corporation as and when it deems expedient to so do.person. a meeting of shareholders shall apply to any adjournment of the meeting. or to express consent to corporate action in writing without a meeting. or to vote at. or entitled to exercise any rights in respect of any change. or by their duly authorized attorneys or legal representatives. Before declaring any dividends there may be set apart out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time in its discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation. SHAREHOLDERS RECORD DATE . or for the purpose of any other lawful action. DIVIDENDS . nor more than sixty days prior to any other action. conversion or exchange of stock. a record date. that the Board of Directors may fix a new record date for the adjourned meetings. however. or entitled to receive payment of any dividend or other distribution or allotment of any rights. A determination of shareholders of record entitled to notice of. the Board of Directors may fix.In order that the Corporation may determine the shareholders entitled to notice of. SECTION 4. or to vote at. which shall not be more than sixty nor less than ten days before the day of such meeting. the Board of Directors may. provided. at any regular or special meeting. SECTION 3. SECTION 1244 STOCK PLAN . it shall be so expressed in the entry of the transfer. and not absolutely.
that such settlement was. In this connection it is stated that the Corporation qualifies as a small business corporation as defined by the Internal Revenue Service. If the determination is to be made by the Board of Directors. that in its or his opinion such Director or Officer was not guilty of gross negligence or willful misconduct in the performance of his duty. whether or not then continuing so to be. and otherwise by independent counsel to be appointed by the Board of Directors. Every reference herein to a Director or Officer shall include every Director or Officer or former Director or former Officer of the Corporation and every person who may have served at its request as a Director of Officer of another corporation in which . it may rely. and. penalties and claims imposed upon or asserted against him (including amounts paid in settlement) by reason of having been a Director or Officer. except in relation to matters as to which he shall have finally adjudged to be liable by reason of having been guilty of gross negligence or willful misconduct in the performance of his duty as such Director or Officer. in the best interests of the Corporation. as to all questions of law. no prior offering of corporate stock is outstanding as of the adoption date of this plan. and against all expenses (including counsel fees) reasonably incurred by him in connection therewith.1244 stock pursuant to Internal Revenue Service regulations. ARTICLE VII INDEMNITY OF OFFICERS AND DIRECTORS Each Director and Officer shall be indemnified by the Corporation against liabilities. and that the maximum amount to be received from the stock offered is fifty thousand dollars ($50.000). in the event of a settlement. in case none of the persons involved shall be or have been a Director of the Corporation. on the advice of independent counsel. or if still to be made is. In the event of any other judgment against such Director or Officer or in the event of a settlement the indemnification shall be made only if the Corporation shall be advised. by the Board of Directors.
notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by the President or the Treasurer of the Corporation. SECTION 3.AMENDMENTS These By-laws may be amended or repealed and new By-laws may be adopted at any annual meeting of the shareholders or at any special meeting thereof. ARTICLE VIII .Whenever any notice is required by these By-laws to be given. if notice thereof is contained in the notice of the special meeting. CHECKS . SECTION 4.MISCELLANEOUS SECTION 1. NOTICE AND WAIVER OF NOTICE . if notice thereof is contained in the notice of such special meeting. or the Board of Directors at any regular meeting of the Board of Directors. drafts. The right of indemnification hereby provided shall not be exclusive of any other rights to which any Director of Officer may be entitled. or by their duly authorized representatives.the Corporation owns shares of stock or of which the Corporation contributes and. postage prepaid. in all such cases. FISCAL YEAR . or other orders for the payment of money. ARTICLE IX . addressed .The seal of the Corporation shall be a flat-faced circular die with the word "seal" and the name of the Corporation engraved thereon.All checks. and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail. personal notice is not meant unless expressly stated. in such manner as shall be determined from time to time by the Board of Directors. by the affirmative vote of a majority of the stock issued and outstanding or entitled to vote thereat. SECTION 2. CORPORATE SEAL . his executors and administrators.The fiscal year of the Corporation shall be determined by resolution of the Board of Directors. or at any special meeting of the Board of Directors.
EMERGENCY BYLAWS SECTION 1 . above.to the person entitled thereto at his address as it appears on the records of the Corporation. To the extent feasible. a waiver thereof in writing signed by the person or persons entitled to said notice. SECTION 2 . ARTICLE X .During any such emergency: (a) Any meeting of the Board of Directors may be called by any officer of the Corporation or by any Director. or under the provisions of the Articles of Incorporation. An emergency exists if a quorum of the Corporation's Board of Directors cannot readily be assembled because of some catastrophic event. by such means as may be feasible at the time. and upon the termination of such emergency the Emergency Bylaws shall cease to be operative unless and until another such emergency shall occur. and such notice shall be deemed to have been given on the day of the mailing. Whenever any notice is required to be given under the provisions of any law. including publication or radio. notwithstanding any different position in the preceding Articles of these Bylaws or in the Articles of Incorporation of the Corporation or in the New York Business Corporation Law (other than those provisions relating to emergency bylaws). To the extent not inconsistent with these Emergency Bylaws. but notice may be given only to such of the Directors as it may be feasible to reach at the time. shall be deemed proper notice. notice shall be given in accord with Article IX. the Bylaws provided in the preceding Articles shall remain in effect during such emergency. Shareholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute. The notice thereof shall specify the time and place of the meeting.The emergency Bylaws provided in this Article shall be operative during any emergency. and at a time less than twenty-four hours before the . whether before or after the time stated therein. or these By-laws.
to the extent feasible. during as well as before any such emergency. (ii) All other officers of the Corporation in the order of their seniority of first election to such offices. (d) The Board of Directors. or if two or more shall have been first elected to such offices on the same day. such persons to be taken in such order of priority and subject to such conditions as may be provided in the resolution approving the list. lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties. to the number necessary to make up such quorum. in the order of their seniority in age. in the order of their seniority in age.meeting if deemed necessary by the person giving notice. shall be deemed Directors for such particular meeting as determined by the following provisions and in the following order of priority: (i) Vice Presidents not already serving as Directors. change the principal office or designate several alternative offices. or if two or more shall have been first elected to such offices on the same day. may. or authorize the officers to do so. If the Directors present at any particular meeting shall be fewer than the number required for such quorum. . during as well as before any such emergency. other persons present as referred to below. (b) At any meeting of the Board of Directors. to the other persons referred to in (b) below. and (iii) Any other persons that are designated on a list that shall have been approved by the Board of Directors before the emergency. a quorum shall consist of a majority of the number of Directors fixed at the time by Article III of the Bylaws. and from time to time modify. (c) The Board of Directors. effective in the emergency. Notice shall be similarly given. in the order of their seniority of first election to such offices. may provide.
SECTION 3 .No officer. or employee shall be liable for actions taken in good faith in accordance with these Emergency Bylaws.These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders. THE END . except that no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action or inaction prior to the time of such repeal or change. director. Any such amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.
STOCKHOLDERS LEDGER (As Of ______________________) Name: Address: Date: Transferred: Name: Address: Date: Transferred: Name: Address: Date: Transferred: Name: Address: Date: Transferred: Name: Address: Date: Transferred: Name: Address: Date: Transferred: Shares: Cancelled: Shares: Cancelled: Shares: Cancelled: Shares: Cancelled: Shares: Cancelled: Shares: Cancelled: .
Balance .STOCK TRANSFER RECORD Date #Shares Acquired Shareholder Date #Shares Sold/Can.
________________ (Date) Board of Directors ___________________________ To the Board of Directors: The undersigned hereby subscribes to _____________ shares of the common stock of your corporation and agrees to pay $____________ therefore. Very truly yours. .
are eligible employees under the Plan. terminate such eligible employee's right to said reimbursement. for verification by the Corporation prior to payment. ARTICLE V . ARTICLE III . Any person hereafter becoming an employee of the Corporation shall be eligible under the Plan. as amended. then to the extent of the coverage under such policy or plan. It is the intention of the Corporation that the benefits payable to eligible employees shall be excluded from their gross income pursuant to Internal Revenue Code 105. the Corporation shall be relieved of any and all liability hereunder. for medical and dental care.SUBMISSION OF PROOF Any eligible employee applying for reimbursement under this Plan shall submit to the Corporation. at least quarterly. Failure to comply herewith may. including those who may be absent due to illness or injury on said date. ARTICLE II ._________________________________________________________ (Name or Corporation) MEDICAL AND DENTAL REIMBURSEMENT PLAN ARTICLE I . all bills for medical and dental care.BENEFITS The Corporation shall reimburse all eligible employees for expenses incurred by themselves and their dependents. An employee shall be considered employed on a full-time basis if said employee customarily works at least twelve months in each year and forty hours in each week. subject to the conditions and limitations as hereafter set forth. providing for reimbursement in whole or in part.DISCONTINUANCE . ARTICLE IV . as defined in Internal Revenue Code section 152.LIMITATIONS The Corporation shall reimburse any eligible employee without limitation in any fiscal year for medical and dental care expenses. at the discretion of the Corporation. or under any other health and accident or wage continuation plan. whether owned by the Corporation or the employee. In the event that there is such an insurance policy or plan in effect. including premium notices for accident or health insurance. as amended.ELIGIBILITY All corporate employees employed on a full-time basis at the date of the inception of this Plan. Reimbursement or payment provided under this Plan shall be made by the Corporation only in the event and to the extent that such reimbursement or payment is not provided under any insurance policy.
ARTICLE VI .DETERMINATION The President of the Corporation shall determine all questions arising from the administration and interpretation of this Plan except where reimbursement is claimed by the President. however. that medical and dental care expenses incurred prior to such termination shall be reimbursed or paid in accordance with the terms of this Plan.This Plan shall be subject to termination at any time by vote of the Board of Directors of the Corporation. provided. In such case determination shall be made by the Board of Directors. WAIVER OF NOTICE .
Incorporator Dated: ___________________ . hereby waives notice of the time. on __________________________.The undersigned. being the sole Incorporator of the Corporation. and purposes of the initial meeting of the Board of Directors of the Corporation to be held at ______________________________________. place. ____________________________ __________________.
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