Corporate Bylaws - New York

CORPORATE BYLAWS ASSEMBLY FORM

BYLAWS OF [CORPORATION LEGAL NAME]

Jurisdiction of incorporation: New York

Date of incorporation: [__/__/____]

Date adopted: [__/__/____]

Effective date: [__/__/____]

PART I — REQUIRED AUTHORITY AND GOVERNANCE GATE

1. Governing Documents and Source Record

Counsel completing gate: [________________________________]

Date and version approved: [________________________________]

2. Bylaw Adoption and Priority

3. Shareholder Governance Matrix

4. Board Governance Matrix

5. Committee Matrix

6. Officer Matrix

7. Protection and Risk Matrix

Do not combine indemnification, advancement, insurance, and exculpation. Approve each separately and identify whether it belongs in the articles rather than the bylaws.

8. Shares, Records, and Distributions Matrix

9. Notices, Electronic Records, and Disputes Matrix

PART II — BYLAWS

ARTICLE I — CORPORATION AND OFFICES

1.1 Corporation

The name of the corporation is [CORPORATION LEGAL NAME] (the "Corporation"). The Corporation is incorporated under the laws of New York.

1.2 Registered Office and Agent

The registered office and registered agent are those shown in the Corporation's current public filing. Any change must follow the completed authority gate and an approved filing process.

1.3 Principal and Other Offices

The principal office is [________________________________]. The Corporation may maintain other offices as approved by [BOARD / OFFICER] within the authority recorded in Part I.

ARTICLE II — SHAREHOLDERS

2.1 Annual Meeting

An annual meeting shall be held only as and when required or authorized by the completed Shareholder Governance Matrix.

Date / selection method: [________________________________]

Place / remote method: [________________________________]

Business: [________________________________]

2.2 Special Meetings

Special meetings may be called by: [________________________________].

A shareholder demand may be made under these conditions: [________________________________].

Only business included in the approved notice may be conducted, except as the governing source permits: [________________________________].

2.3 Notice

Recipients: [________________________________]

Contents: [________________________________]

Timing: [________________________________]

Methods: [________________________________]

Waiver: [________________________________]

2.4 Quorum and Voting

2.5 Proxies

Proxy appointment, form, electronic transmission, duration, revocation, and irrevocability shall follow: [________________________________].

2.6 Record Dates and Shareholder List

Record-date authority and limits: [________________________________].

Shareholder-list preparation, access, and use: [________________________________].

2.7 Action Without Meeting

☐ Permitted under these source-based conditions: [________________________________].

☐ Not permitted under the governing documents.

Notice to nonconsenting shareholders, filing with records, and effective time: [________________________________].

2.8 Remote Participation

Remote participation is permitted only through the approved system and safeguards: [________________________________].

2.9 Meeting Conduct

The presiding officer is [________________________________]. Meeting rules, inspectors, adjournment, challenges, and minutes shall follow: [________________________________].

ARTICLE III — BOARD OF DIRECTORS

3.1 Authority

The Board manages or directs the Corporation only to the extent stated in the completed Board Governance Matrix, subject to powers reserved by law, the Articles, shareholders, or other governing documents.

3.2 Number and Qualifications

Authorized number / range: [________________________________]

Initial number: [________________________________]

Qualifications: [________________________________]

3.3 Election, Term, and Classification

Election method: [________________________________]

Term and holdover: [________________________________]

☐ Unclassified board.

☐ Classified board approved under: [SOURCE / ARTICLES PROVISION].

3.4 Resignation, Removal, and Vacancies

Resignation method and effective time: [________________________________]

Removal standard and vote: [________________________________]

Vacancy / new-seat filling authority and resulting term: [________________________________]

3.5 Meetings

Regular meetings: [________________________________]

Special-meeting callers: [________________________________]

Notice: [________________________________]

Waiver: [________________________________]

Remote participation: [________________________________]

3.6 Quorum and Voting

Quorum: [________________________________]

Approval standard: [________________________________]

Interested-director or conflict procedure: [________________________________]

Effect of withdrawal or vacancy: [________________________________]

3.7 Action Without Meeting

Board action without a meeting is permitted only under these conditions: [________________________________].

The consent record shall be stored with: [________________________________].

3.8 Compensation

Director compensation and expense reimbursement may be approved only by: [________________________________], subject to [CONFLICT / INDEPENDENCE / OTHER CONTROLS].

3.9 Chair

The Chair's selection, removal, meeting role, and other authority are: [________________________________].

ARTICLE IV — COMMITTEES

4.1 Creation and Membership

The Board may create a committee only through a resolution that states:

• its name and purpose;
• members and appointment authority;
• delegated powers;
• reserved or prohibited powers;
• meeting, quorum, voting, and consent rules;
• reporting and minute duties; and
• duration and termination.

4.2 Delegated Authority

Each committee may exercise only the authority expressly approved in its resolution and the completed Committee Matrix.

4.3 Procedure and Records

Committee procedure, remote participation, action without meeting, vacancies, compensation, minutes, and reports shall follow: [________________________________].

ARTICLE V — OFFICERS

5.1 Offices and Appointment

The Corporation shall have the offices or functions entered in the completed Officer Matrix:

5.2 Multiple Offices

One person may hold multiple offices only under these approved limits: [________________________________].

No person may act in multiple capacities for an instrument, approval, acknowledgment, or verification when the governing source requires separate persons or offices.

5.3 Term, Resignation, Removal, and Vacancies

Term / holdover: [________________________________]

Resignation: [________________________________]

Removal and contractual-right treatment: [________________________________]

Vacancy filling: [________________________________]

5.4 Authority and Compensation

Officer authority must arise from these Bylaws, a Board resolution, an approved delegation, or another recorded source. Compensation is approved by: [________________________________].

ARTICLE VI — INDEMNIFICATION, ADVANCEMENT, INSURANCE, AND EXCULPATION

6.1 Source-Controlled Terms

The Corporation adopts only the protections selected in the completed Protection and Risk Matrix.

6.2 Exculpation

These Bylaws do not independently create exculpation beyond what the completed gate confirms may be placed here. Any approved Articles provision and its exceptions are recorded as: [________________________________].

ARTICLE VII — SHARES AND CORPORATE RECORDS

7.1 Shares

Certificated / uncertificated treatment: [________________________________]

Certificate signatures, form, and legends: [________________________________]

Transfer registration and restrictions: [________________________________]

Lost / stolen / destroyed certificate process: [________________________________]

7.2 Stock Ledger and Record Owner

The Corporation shall maintain the ledger and ownership records required by: [________________________________].

The person shown as record owner will be treated as owner only to the extent permitted by the governing source and recorded arrangements.

7.3 Corporate Records

The Corporation shall maintain minutes, resolutions, accounting records, shareholder records, and other approved records at: [________________________________].

Inspection, copying, confidentiality, and response procedures: [________________________________].

7.4 Distributions

A distribution may be authorized only after the Board documents the approvals, financial tests, preferences, restrictions, and other conditions required by: [________________________________].

ARTICLE VIII — GENERAL PROVISIONS

8.1 Fiscal Year

The fiscal year ends on [________________________________], unless changed by [AUTHORIZED BODY].

8.2 Seal

☐ No corporate seal is adopted.

☐ The Corporation adopts this seal: [________________________________].

8.3 Signing Authority

Checks, transfers, contracts, deeds, certificates, filings, and other instruments may be signed only by persons authorized through: [________________________________].

8.4 Notices and Time

Notice methods, electronic consent, effective time, waiver, attendance effect, and time computation shall follow the completed Notices Matrix.

8.5 Dispute Provisions

Include only the provisions approved in Part I:

Internal corporate claims: [________________________________]

Federal claims: [________________________________]

Arbitration / jury / class treatment: [________________________________]

Equitable relief: [________________________________]

8.6 Governing Law

These Bylaws are governed by the law selected in the completed authority gate, without overriding any mandatory rule that applies to the Corporation or claim.

8.7 Severability

If a provision is unenforceable, the approved treatment is: [SEVER / REFORM / OTHER], subject to the governing source.

ARTICLE IX — AMENDMENTS

9.1 Shareholder Authority

Shareholders may adopt, amend, or repeal bylaws through: [________________________________].

9.2 Board Authority

The Board may adopt, amend, or repeal bylaws only to the extent authorized by: [________________________________].

9.3 Amendment Record

Each amendment shall identify:

• the text changed;
• the adopting body and vote;
• the authority relied on;
• the adoption and effective dates;
• any required notice, filing, or consent; and
• the integrated version and custodian.

CERTIFICATION

The undersigned certifies that these Bylaws were adopted by [AUTHORIZED BODY] on [DATE] through [MEETING / CONSENT], under the authority recorded in Part I.

________________________________________

[SECRETARY OR AUTHORIZED RECORDS OFFICER]

Title: [________________________________]

Date: [__/__/____]

Adoption Checklist

• ☐ Current official corporation law and effective date are recorded.
• ☐ Articles, share terms, shareholder agreements, and investor covenants were reviewed.
• ☐ Every shareholder and Board timing, notice, quorum, vote, consent, and remote rule has a source.
• ☐ Committee composition, delegation, and prohibited powers are recorded.
• ☐ Required officer functions and incompatible office combinations are recorded.
• ☐ Indemnification, advancement, insurance, and exculpation were analyzed separately.
• ☐ Share, ledger, record, inspection, distribution, and signing rules are complete.
• ☐ Forum, arbitration, jury, class, and equitable-relief provisions were jurisdictionally approved.
• ☐ Board and shareholder amendment powers match the Articles and current law.
• ☐ Unused options and all authoring comments were removed from the execution copy.
• ☐ Counsel approved the final integrated Bylaws.

Counsel approval: [NAME / DATE]