(15) Number of shares to entitle stockholders to one vote at elections. § 36.

(16) Qualification of directors. § 39.

(17) Establishment of office outside of state, and authority to directors to keep books out of state. § 44.

(18) Date of declaration of dividends. § 47.

(19) Power to directors to fix amount to be reserved as working capital. § 47.

No form of by-laws can be given which may be safely followed under all circumstances. The by-laws are a supplement to the certificate of incorporation and should follow and complete the scheme of organization laid therein, especially with reference to the government of the internal affairs of the company.

As the former requires the services of skillful counsel, so the latter require like assistance, and no ready-made form of by-laws would, without modification, be valuable for general use. The sections pertaining to the business management of the company are specially susceptible of changes to meet the requirements of each case.

Form 190.

SHORT FORM OF BY-LAWS.

Meetings of Stockholders:

I. A majority of the stock issued and outstanding represented by the holders thereof, either in person or by proxy, shall be a quorum at all meetings of stockholders.

2. The annual meeting of stockholders, after the year 19 shall be held on the first day of in each year, at M., when they shall elect, by a plurality vote, by ballot, the board of directors as constituted by these laws, each stockholder being entitled to one vote, in person or by proxy, for each share of stock standing registered in his or her name on the twentieth day preceding the election, exclusive of the day of such election.

3. Notice of the annual meeting shall be mailed to each stockholder at his address as the same appears upon the records of the company at least days prior to the meeting.

4. At such annual meeting, if a majority of the stock shall not be represented, the stockholders present shall have power to adjourn to a day certain, and notice of the meeting of the adjourned day shall be given by depositing the same in the post office addressed to each stockholder at least five days before such adjourned meeting, exclusive of the day of mailing, but if a majority of the stock be present in person or by proxy they shall have power from time to time to adjourn the annual meeting to any subsequent day or days, and no notice of the adjourned meeting need be given.

5. Special meetings of the stockholders shall, at the request of any director, be called by the secretary by mailing a notice stating the object of such meeting, at least two days prior to the date of meeting, to each

stockholder of record at his address, as the same appears on the records of the company.

Directors:

6. The directors,

in number, shall be chosen from the stockholders and shall hold office for one year and until others are elected and qualified in their stead. The number of directors may be increased or decreased by amendment of this provision of the by-laws.

Meetings of directors; quorum:

7. Stated meetings of the directors shall be held without notice on the first day of each month at M. at the office of the com

pany in the City of

8. A majority of the directors in office shall constitute a quorum for the transaction of business.

9. Special meetings of the board may be called by the president on one day's notice by mail or personally to each director.

IO. The directors may hold their meetings and have an office and keep the books of the company (except the stock and transfer books), outside of the State of New Jersey, in the City of

place or places as they may from time to time determine.

Powers of the directors:

II.

or such other

The board of directors shall have the management of the business of the company, and may, subject to the provisions of the statute, of the charter and of these by-laws, exercise all such powers and do all such things, as may be exercised or done by the corporation.

Executive committee:

12.

There may be an executive committee of

directors appointed

by the board, who shall meet when they see fit. They shall have authority to exercise all the powers of the board at any time when the board is not in session.

13. The executive committee may act by the written consent of a quorum thereof, although not formally convened.

Officers:

14. At the first meeting after the annual election of directors, when there shall be a quorum, the board of directors shall appoint a president and vice-president from their own number who shall hold office for one year and until their successors are appointed and qualify.

15. The board shall also annually choose a secretary and a treasurer (or one person to act as both secretary and treasurer), who need not be members of the board, who shall hold office for one year, subject to removal by the board at any time, with or without cause. The board may also appoint and remove such other officers and agents as they deem proper.

President:

16. The president shall be the chief executive officer and head of the company, and in the recess of the board of directors and of the executive

committee shall have general control and management of its business and affairs.

Vice-president:

17. The vice-president shall be vested with all the powers, and shall perform all the duties of the president in his absence.

The secretary:

18. The secretary shall be ex-officio clerk of the board of directors and of the standing committees; he shall attend all sessions of the board, and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose.

19. He shall give notice of all calls for instalments to be paid by the stockholders, and shall see that proper notice is given of all meetings of the stockholders and of the board of directors.

20. He shall be sworn to the faithful discharge of his duty and shall perform such duties as may be required by the board of directors or the president.

The Treasurer:

21. The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the company, and shall deposit all moneys and other valuable effects in the name and to the credit of the company in such depositories as may be designated by the board of directors.

22. He shall disburse the funds of the company as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board, and whenever they may require it, account of all his transactions as treasurer and of the financial condition of the company.

Vacancies:

23. If the office of any director or member of the executive committee, or of the president, vice-president, secretary or treasurer, one or more, becomes vacant, by reason of death, resignation, disqualification or otherwise, the remaining directors, although less than a quorum, by a majority vote, may elect a successor or successors, who shall hold office for the unexpired term.

Duties of officers may be delegated:

24. In case of the absence of an officer of the company, or for any other reason that may seem sufficient to the board, the board of directors may delegate his powers and duties for the time being to any other officer, or to any director.

Offices:

25.

City of

The company may have an office and transact business in the and at such other places as

State of

the board of directors may from time to time appoint or the business of the company may require.

Fiscal year:

26. The fiscal year of the company shall begin the first day of January in each year.

Dividends:

27. Dividends upon the capital stock of the company when earned shall be payable annually on the first day of in each year.

28. Before payment of any dividends or making any distribution of profits, there may be set aside out of the net profits of the company such sum or sums as the directors from time to time in their absolute discretion think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the company, or for any such other purpose as the directors shall think conducive to the interests of the company.

Waiver of notice:

29. Any stockholder or director may waive any notice required to be given under these by-laws.

Amendment of by-laws:

30. The stockholders, by the vote of a majority of the stock issued and outstanding, may at any annual or special meeting alter or amend these by-laws if notice thereof be contained in the notice of the meeting. 31. The board of directors, by a note of

alter or amend these by-laws at any time, provided

members, may day's notice

in writing shall have been given to each of the directors of the proposed amendment.

Form 191.
BY-LAWS.

[FULL FORM.]

OFFICES.

I. The registered office shall be at No.

street,

New Jersey. The agent in charge of said office, upon whom process against the company may be served, is

2. The company may also have an office in the city of

and also have offices at such other places as the board of directors may appoint.

3.

SEAL.

The corporate seal of the company shall have inscribed thereon the name of the company, the year of its creation, and the words "Corporate Seal, New Jersey."

STOCKHOLDERS' MEETINGS.

4. All meetings of the stockholders shall be held at the registered office.

5. Stockholders may vote at all meetings either in person or by proxy in writing. All proxies shall be filed with the secretary of the meeting before being voted upon.

6. A majority in amount of the stock issued and outstanding represented by the holders in person or by proxy shall be requisite at every meeting to constitute a quorum for the election of directors or for the transaction of other business.

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7. The annual meeting of stockholders, after the year 190 shall be held on the of in each year, at the registered office of the company in New Jersey, at when they shall elect, by a plurality vote, by ballot, a board of directors, one of whom shall be an actual resident of New Jersey, to serve for one year and until their successors are elected or chosen and qualify, each stockholder being entitled to one vote, in person or by proxy, for each share of stock standing registered in his or her name on the twentieth day preceding the election, exclusive of the day of such election.

8. Written notice of the annual meeting shall be mailed to each stockholder, at his address as the same appears on the stock book of the company, at least ten days prior to the meeting.

9. Such election shall be conducted by two inspectors, who may or may not be stockholders, appointed by the presiding officer of the meeting. The inspectors shall be sworn to faithfully perform their duties and shall in writing certify to the returns. No person who is a candidate for the office of director shall be an inspector.

IO. A full list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the residence of each, and the number of shares held by each, shall be prepared by the secretary and filed in the registered office at least ten days before every election, and shall at all times, during the usual hours of business, be open to the examination of any stockholder.

11. Special meetings of the stockholders may be called by the president and shall be called at the request in writing or by vote of a majority of the board of directors, or at the request in writing by stockholders of record owning a majority in amount of the entire capital stock of the company issued and outstanding.

12. A written notice stating the day, hour and place of the meeting and the general nature of the business to be transacted shall be sent to each stockholder of record at least days, exclusive of the day of mailing, before the date of every special meeting, at such address as appears on the stock book of the company, or, if no address be given therein, to the last address of such stockholder known to the secretary.

13. At any meeting of the stockholders, except a meeting called by three stockholders pursuant to the statute, if a quorum of the stockholders be not represented, the stockholders present shall have power to adjourn