Resignation - уход с должности

Record date - дата выплаты дивиденда

Notice - уведомление

unless otherwise provided – если не указано иначе

ARTICLE II

BOARD OF DIRECTORS

2.1 Directors: The business and affairs of this corporation shall be managed by its Board of Directors, ____ in number. They shall be elected by the shareholders at the annual meeting of shareholders of the corporation, and each director shall be elected for the term of one year, and until his earlier resignation or removal.

2. 2 Regular Meetings: Regular meetings of the Board shall be held without notice, at least quarterly, at the registered office of the corporation, or at such other time and place as shall be determined by the Board.

2.3 Special Meetings: Special Meetings of the Board may be called by the Chairman on 2 days notice to each director, either personally or by mail, fax or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors in office.

Note:

ARTICLE III

OFFICERS

3.1 Officers. The executive officers of the corporation chosen by the directors shall be a President, a Vice-President and a Chief Financial Officer.

3.2 Appointment and Term of Office. The officers of the corporation shall be appointed annually by the Board of Directors.

3.3 Resignation. Any officer of the corporation may resign from his or her respective office or position by delivering notice to the corporation.

3.4 Removal. Any officer of the corporation may be removed from his or her respective office by the Board of Directors whenever they decide so in the best interest of the corporation.

3.5 President. The president shall be the chief executive officer of the corporation who shall have general and active management of the business of the corporation and shall subject to the control of the Board of Directors.

3.6 Compensation. The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors.

ARTICLE IV

CERTIFICATES OF STOCK. DIVIDENDS

4.1 The stock certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation as they are issued.

4.2 Transfer of Shares. Transfers of shares of stock of the corporation shall be made only on the stock transfer books of the corporation, and only after the surrender to the corporation of the certificates representing such shares.

4.3. Dividends: The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by the statute and the Certificate of Incorporation.

Note:

share ledger - книга учёта акций

stock transfer book – книга учета передаваемых акций

surrender – передача (to surrender - передать, сдать)

ARTICLE V

AMENDMENTS

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by action of the board of directors.

Note:

Дата добавления: 2015-03-31