{"id":41458,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-legalopinion-com.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-legalopinion-com","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-legalopinion-com.html","title":{"rendered":"By-Laws &#8211; LegalOpinion.com"},"content":{"rendered":"<pre>                                     By-Laws\n                                       OF\n                                LegalOpinion.com\n                              A NEVADA CORPORATION\n\n\n                                    Article I\n                                CORPORATE OFFICES\n\n\n     The principal office of the corporation in the State of Nevada shall be\nlocated at 774 Mays Blvd. Suite 10, Incline Village NV 89451. The corporation\nmay have such other offices, either within or without the State of incorporation\nas the board of directors may designate or as the business of the corporation\nmay from time to time require.\n\n                                   Article II\n                             SHAREHOLDERS' MEETINGS\n\nSection 1. Place of Meetings\n\n     The directors may designate any place, either within or without the State\nunless otherwise prescribed by statute, as the place of meeting for any annual\nmeeting or for any special meeting called by the directors. A waiver of notice\nsigned by all stockholders entitled to vote at a meeting may designate any\nplace, either within or without the State unless otherwise prescribed by\nstatute, as the place for holding such meeting. If no designation is made, or if\na special meeting be otherwise called, the place of meeting shall be the\nprincipal office of the corporation.\n\nSection 2. Annual Meetings\n\n     The time and date for the annual meeting of the shareholders shall be set\nby the Board of Directors of the Corporation, at which time the shareholders\nshall elect a Board of Directors and transact any other proper business. Unless\nthe Board of Directors shall determine otherwise, the annual meeting of the\nshareholders shall be held on the second Monday of March in each year, if not a\nholiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board\nof Directors and transact any other proper business. If this date falls on a\nholiday, then the meeting shall be held on the following business day at the\nsame hour.\n\nSection 3. Special Meetings\n\n     Special meetings of the shareholders may be called by the President, the\nBoard of Directors, by the holders of at least ten percent of all the shares\nentitled to vote at the proposed special meeting, or such other person or\npersons as may be authorized in the Articles of Incorporation.\n\nSection 4. Notices of Meetings\n\n     Written or printed notice stating the place, day and hour of the meeting\nand, in the case of a special meeting, the purpose or purposes for which the\nmeeting is called, shall be delivered not less than ten (10) days nor more than\nsixty (60) days before the date of the meeting, either personally or by mail, by\nthe direction of the president, or secretary, or the\n\n\n                                       26\n\n\n\n\nofficer or persons calling the meeting. If mailed, such notice shall be deemed\nto be delivered when deposited in the United States mail, addressed to the\nstockholder at his address as it appears on the stock transfer books of the\ncorporation, with postage thereon prepaid. Closing of Transfer Books or Fixing\nRecord Date.\n\n     (a) For the purpose of determining stockholders entitled to notice of or to\nvote at any meeting of stockholders or any adjournment thereof, or stockholders\nentitled to receive payment of any dividend, or in order to make a determination\nof stockholders for any other proper purpose, the directors of the corporation\nmay provide that the stock transfer books shall be closed for a stated period\nbut not to exceed, in any case twenty (20) days. If the stock transfer books be\nclosed for the purpose of determining stockholders entitled to notice or to vote\nat a meeting of stockholders, such books shall be closed for at least twenty\n(20) days immediately preceding such meeting.\n\n     (b) In lieu of closing the stock transfer books, the directors may\nprescribe a day not more than sixty (60) days before the holding of any such\nmeeting as the day as of which stockholders entitled to notice of the and to\nvote at such meeting must be determined. Only stockholders of record on that day\nare entitled to notice or to vote at such meeting\n\n     (c) The directors may adopt a resolution prescribing a date upon which the\nstockholders of record are entitled to give written consent to actions in lieu\nof meeting. The date prescribed by the directors may not precede nor be more\nthan ten (10) days after the date the resolution is adopted by directors.\n\nSection 5. Voting List.\n\n     The officer or agent having charge of the stock transfer books for the\nshares of the corporation shall make, at least ten (10) days before each meeting\nof stockholders, a complete list of stockholders entitled to vote at such\nmeeting, or any adjournment thereof, arranged in alphabetical order, with the\naddress of and number of shares held by each, which list, for a period of ten\n(10) days prior to such meeting, shall be kept on file at the principal office\nof the corporation and shall be subject to inspection by any stockholder at any\ntime during usual business hours. Such list shall also be produced and kept open\nat the time and place of the meeting and shall be subject to the inspection of\nany stockholder during the whole time of the meeting. The original stock\ntransfer book shall be prima facie evidence as to who are the stockholders\nentitled to examine such list or transfer books or to vote at the meeting of\nstockholders.\n\nSection 6. Quorum.\n\n     At any meeting of stockholders, a majority of fifty percent plus one vote,\nof the outstanding shares of the corporation entitled to vote, represented in\nperson or by proxy, shall constitute a quorum at a meeting of stockholders. If\nless than said number of the outstanding shares are represented at a meeting, a\nmajority of the outstanding shares so represented may adjourn the meeting from\ntime to time without further notice. At such adjourned meeting at which a quorum\nshall be present or represented, any business may be transacted which might have\nbeen transacted at the meeting originally notified. The stockholders present at\na duly organized meeting may continue to transact business until adjournment,\nnotwithstanding the withdrawal of enough stockholders to leave less than a\nquorum.\n\n\n                                       27\n\n\n\n\nSection 7. Proxies.\n\n     At all meetings of the stockholders, a stockholder may vote by proxy\nexecuted in writing by the stockholder or by his duly authorized attorney in\nfact. Such proxy shall be filed with the secretary of the corporation before or\nat the time of the meeting. Such proxies may be deposited by electronic\ntransmission.\n\nSection 8. Voting.\n\n     Each stockholder entitled to vote in accordance with the terms and\nprovisions of the certificate of incorporation and these by-laws shall be\nentitled to one vote, in person or by proxy, for each share of stock entitled to\nvote held by such shareholder. Upon the demand of any stockholder, the vote for\ndirectors and upon any question before the meeting shall be by ballot. All\nelections for directors shall be decided by plurality vote; all other questions\nshall be decided by majority vote except as otherwise provided by the\nCertificate of Incorporation or the laws of Nevada.\n\nSection 9. Order of Business.\n\n     The order of business at all meetings of the stockholders, shall be as\nfollows:\n\n     a.   Roll Call.\n     b.   Proof of notice of meeting or waiver of notice.\n     c.   Reading of minutes of preceding meeting.\n     d.   Reports of Officers.\n     e.   Reports of Committees.\n     f.   Election of Directors.\n     g.   Unfinished Business.\n     h.   New Business.\n\nSection 10. Informal Action by Stockholders.\n\n     Unless otherwise provided by law, any action required to be taken, or any\nother action which may be taken, at a meeting of the stockholders, may be taken\nwithout a meeting if a consent in writing, setting forth the action so taken,\nshall be signed by all of the stockholders entitled to vote with respect to the\nsubject matter thereof. Unless otherwise provided by law, any action required to\nbe taken, or any other action which may be taken, at a meeting of the\nstockholders, may be taken without a meeting if a consent in writing, setting\nforth the action so taken, shall be signed by a Majority of all of the\nstockholders entitled to vote with respect to the subject matter thereof at any\nregular meeting called on notice, and if written notice to all shareholders is\npromptly given of all action so taken.\n\nSection 11. Books and Records.\n\n     The Books, Accounts, and Records of the corporation, except as may be\notherwise required by the laws of the State of Nevada, may be kept outside of\nthe State of Nevada, at such place or places as the Board of Directors may from\ntime to time appoint. The Board of Directors shall determine whether and to what\nextent the accounts and the books of the corporation, or any of them, other than\nthe stock ledgers, shall be open to the inspection of the stockholders, and no\nstockholder shall have any right to inspect any account or book or document of\nthis Corporation, except as conferred by law or by resolution of the\nstockholders or directors. In the event such right of inspection is granted to\nthe Stockholder(s) all fees associated with such inspection shall be the sole\nexpense of the Stockholder(s) demanding the\n\n                                       28\n\n\n\n\ninspection. No book, account, or record of the Corporation may be inspected\nwithout the legal counsel and the accountants of the Corporation being present.\nThe fees charged by legal counsel and accountants to attend such inspections\nshall be paid for by the Stockholder demanding the inspection.\n\n                                   Article III\n                               BOARD OF DIRECTORS\n\nSection 1. General Powers.\n\n     The business and affairs of the corporation shall be managed by its board\nof directors. The directors shall in all cases act as a board, and they may\nadopt such rules and regulations for the conduct of their meetings and the\nmanagement of the corporation, as they may deem proper, not inconsistent with\nthese by-laws and the laws of this State.\n\nSection 2. Number, Tenure, and Qualifications.\n\n     The number of directors of the corporation shall be a minimum of one (l)\nand a maximum of nine (7), or such other number as may be provided in the\nArticles of Incorporation, or amendment thereof. Each director shall hold office\nuntil the next annual meeting of stockholders and until his successor shall have\nbeen elected and qualified.\n\nSection 3. Regular Meetings.\n\n     A regular meeting of the directors, shall be held without other notice than\nthis by-law immediately after, and at the same place as, the annual meeting of\nstockholders. The directors may provide, by resolution, the time and place for\nholding of additional regular meetings without other notice than such\nresolution.\n\nSection 4. Special Meetings.\n\n     Special meetings of the directors may be called by or at the request of the\npresident or any two directors. The person or persons authorized to call special\nmeetings of the directors may fix the place for holding any special meeting of\nthe directors called by them.\n\nSection 5. Notice.\n\n     Notice of any special meeting shall be given at least one day previously\nthereto by written notice delivered personally, or by telegram or mailed to each\ndirector at his business address. If mailed, such notice shall be deemed to be\ndelivered when deposited in the United States mail so addressed, with postage\nthereon prepaid. The attendance of a director at a meeting shall constitute a\nwaiver of notice of such meeting, except where a director attends a meeting for\nthe express purpose of objecting to the transaction of any business because the\nmeeting is not lawfully called or convened.\n\nSection 6. Quorum.\n\n     At any meeting of the directors fifty (50) percent shall constitute a\nquorum for the transaction of business, but if less than said number is present\nat a meeting, a majority of the directors present may adjourn the meeting from\ntime to time without further notice.\n\n\n                                       29\n\n\n\n\nSection 7. Manner of Acting.\n\n     The act of the majority of the directors present at a meeting at which a\nquorum is present shall be the act of the directors.\n\nSection 8. Newly Created Directorships and Vacancies.\n\n     Newly created directorships resulting from an increase in the number of\ndirectors and vacancies occurring in the board for any reason except the removal\nof directors without cause may be filled by a vote of the majority of the\ndirectors then in office, although less than a quorum exists. Vacancies\noccurring by reason of the removal of directors without cause shall be filled by\nvote of the stockholders. A director elected to fill a vacancy caused by\nresignation, death or removal shall be elected to hold office for the unexpired\nterm of his predecessor.\n\nSection 9. Removal of Directors.\n\n     Any or all of the directors may be removed for cause by vote of the\nstockholders or by action of the board. Directors may be removed without cause\nonly by vote of the stockholders.\n\nSection 10. Resignation.\n\n     A director may resign at any time by giving written notice to the board,\nthe president or the secretary of the corporation. Unless otherwise specified in\nthe notice, the resignation shall take effect upon receipt thereof by the board\nor such officer, and the acceptance of the resignation shall not be necessary to\nmake it effective.\n\nSection 11. Compensation.\n\n     No compensation shall be paid to directors, as such, for their services,\nbut by resolution of the board a fixed sum and expenses for actual attendance at\neach regular or special meeting of the board may be authorized. Nothing herein\ncontained shall be construed to preclude any director from serving the\ncorporation in any other capacity and receiving compensation therefor.\n\nSection 12. Executive and Other Committees.\n\n     The board, by resolution, may designate from among its members an executive\ncommittee and other committees, each consisting of one (l) or more directors.\nEach such committee shall serve at the pleasure of the board.\n\n                                   Article IV\n                                    OFFICERS\n\nSection 1. Number.\n\n     The officers of the corporation shall be the president, a secretary and a\ntreasurer, each of whom shall be elected by the directors. Such other officers\nand assistant officers as may be deemed necessary may be elected or appointed by\nthe directors.\n\n\n                                       30\n\n\n\n\nSection 2. Election and Term of Office.\n\n     The officers of the corporation to be elected by the directors shall be\nelected annually at the first meeting of the directors held after each annual\nmeeting of the stockholders. Each officer shall hold office until his successor\nshall have been duly elected and shall have qualified or until his death or\nuntil he shall resign or shall have been removed in the manner hereinafter\nprovided. In the event that no election of officers be held by the directors at\nthat time, the existing officers shall be deemed to have been confirmed in\noffice by the directors.\n\nSection 3. Removal.\n\n     Any officer or agent elected or appointed by the directors may be removed\nby the directors whenever in their judgement the best interest of the\ncorporation would be served thereby, but such removal shall be without prejudice\nto contract rights, if any, of the person so removed.\n\nSection 4. Vacancies.\n\n     A vacancy in any office because of death, resignation, removal,\ndisqualification or otherwise, may be filled by the directors for the unexpired\nportion of the term.\n\nSection 5. President.\n\n     The president shall be the principal executive officer of the corporation\nand, subject to the control of the directors, shall in general supervise and\ncontrol all of the business and affairs of the corporation. He shall, when\npresent, preside at all meetings of the stockholders and of the directors. He\nmay sign, with the secretary or any other proper officer of the corporation\nthereunto authorized by the directors, certificates for shares of the\ncorporation, any deeds, mortgages, bonds, contracts, or other instruments which\nthe directors have authorized to be executed, except in cases where the\ndirectors or by these by-laws to some other officer or agent of the corporation,\nor shall be required by law to be otherwise signed or executed; and in general\nshall perform all duties incident to the office of president and such other\nduties as may be prescribed by the directors from time to time.\n\nSection 6. Chairman of the Board.\n\n     In the absence of the president or in the event of his death, inability or\nrefusal to act, the chairman of the board of directors shall perform the duties\nof the president, and when so acting, shall have all the powers of and be\nsubject to all the restrictions upon the president. The chairman of the board of\ndirectors shall perform such other duties as from time to time may be assigned\nto him by the directors.\n\nSection 7. Secretary.\n\n     The secretary shall keep the minutes of the stockholders' and of the\ndirectors' meetings in one or more books provided for that purpose, see that all\nnotices are duly given in accordance with the provisions of these by-laws or as\nrequired, be custodian of the corporate records and of the seal of the\ncorporation and keep a register of the post office address of each stockholder\nwhich shall be furnished to the secretary by such stockholder, have general\ncharge of the stock transfer books of the corporation and in general perform all\nthe duties incident to the office of secretary and such other duties as from\ntime to time may be assigned to him by the president or by the directors.\n\n\n                                       31\n\n\n\n\nSection 8. Treasurer.\n\n     If required by the directors, the treasurer shall give a bond for the\nfaithful discharge of his duties in such sum and with such surety or sureties as\nthe directors shall determine. He shall have charge and custody of and be\nresponsible for all funds and securities of the corporation; receive and give\nreceipts for moneys due and payable to the corporation from any source\nwhatsoever, and deposit all such moneys in the name of the corporation in such\nbanks, trust companies or other depositories as shall be selected in accordance\nwith these by- laws and in general perform all of the duties incident to the\noffice of treasurer and such other duties as from time to time may be assigned\nto him by the president or by the directors.\n\nSection 9. Salaries.\n\n     The salaries of the officers shall be fixed from time to time by the\ndirectors and no officer shall be prevented from receiving such salary by reason\nof fact that he is also a director of the corporation.\n\n                                    Article V\n                      CONTRACTS, LOANS, CHECKS AND DEPOSITS\n\nSection 1. Contracts.\n\n     The directors may authorize any officer or officers, agent or agents to\nenter into any contract or execute and deliver any instrument in the name of and\non behalf of the corporation, and such authority may be general or confined to\nspecific instances.\n\n\nSection 2. Loans.\n\n     No loans shall be contracted on behalf of the corporation and no evidences\nof indebtedness shall be issued in its name unless authorized by a resolution of\nthe directors. Such authority may be general or confined to specific instances.\n\nSection 3. Checks, Drafts, etc.\n\n     All checks, drafts or other orders for the payment of money, notes or other\nevidences of indebtedness issued in the name of the corporation, shall be signed\nby such officer or officers, agent or agents of the corporation and in such\nmanner as shall from time to time be determined by resolution of the directors.\n\nSection 4. Deposits.\n\n     All funds of the corporation not otherwise employed shall be deposited from\ntime to time to the credit of the corporation in such banks, trust companies or\nother depositories as the directors may select.\n\n\n                                       32\n\n\n\n\n                                   Article VI\n                                   FISCAL YEAR\n\n     The fiscal year of the corporation shall begin on the lst day of January in\neach year, or on such other day as the Board of Directors shall fix.\n\n                                   Article VII\n                                    DIVIDENDS\n\n     The directors may from time to time declare, and the corporation may pay,\ndividends on its outstanding shares in the manner and upon the terms and\nconditions provided by law.\n\n                                  Article VIII\n                                      SEAL\n\n     The directors may provide a corporate seal which shall have inscribed\nthereon the name of the corporation, the state of incorporation, year of\nincorporation and the words, 'Corporate Seal'.\n\n                                   Article IX\n                                WAIVER OF NOTICE\n\n     Unless otherwise provided by law, whenever any notice is required to be\ngiven to any stockholder or director of the corporation under the provisions of\nthese by-laws or under the provisions of the articles of incorporation, a waiver\nthereof in writing, signed by the person or persons entitled to such notice,\nwhether before or after the time stated therein, shall be deemed equivalent to\nthe giving of such notice.\n\n                                    Article X\n                                   AMENDMENTS\n\n     These by-laws may be altered, amended or repealed and new by-laws may be\nadopted in the same manner as their adoption, by the Board of Directors if so\nadopted; by a vote of the stockholders representing a majority of all the shares\nissued and outstanding, if so adopted or adopted by the Board of Directors; or,\nin any case, at any annual stockholders' meeting or at any special stockholders'\nmeeting when the proposed amendment has been set out in the notice of such\nmeeting.\n\n                                       33\n\n\n\n\n                                  CERTIFICATION\n\n     The Secretary of the Corporation hereby certifies that the foregoing is a\ntrue and correct copy of the By-Laws of the Corporation named in the title\nthereto and that such By-Laws were duly adopted by the Board of Directors of\nsaid Corporation on the date set forth below.\n\nExecuted, and Corporate Seal affixed, this day of October 15, 1999.\n\n\n                                  \/s\/ RAE MEIER\n                         ------------------------------\n                                   Rae Meier\n\n\n                                       34\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8038],"corporate_contracts_industries":[9504],"corporate_contracts_types":[9573,9574],"class_list":["post-41458","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-legalopinioncom","corporate_contracts_industries-services__legal","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41458","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41458"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41458"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41458"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41458"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}