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Title: |
Bylaws |
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Date: |
2005 |
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Size: |
53KB total |
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$47 |
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ID: |
#1869417 |
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BYLAWS
OF
WILLIAM LYON SOUTHWEST, INC.
an Arizona corporation
Dated as of January 24, 2000
WILLIAM LYON SOUTHWEST, INC.
BYLAWS
TABLE OF CONTENTS
| ARTICLE I. | ||
| Offices | ||
|
Section 1.1 Principal Office |
1 | |
|
Section 1.2 Other Offices |
1 | |
| ARTICLE II. | ||
| Meetings of Shareholders | ||
|
Section 2.1 Annual Meeting |
1 | |
|
Section 2.2 Special Meetings |
1 | |
|
Section 2.3 Notice and Purpose of Meetings; Waiver |
2 | |
|
Section 2.4 Quorum, Manner of Acting and Adjournment |
2 | |
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Section 2.5 Record Date |
3 | |
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Section 2.6 Presiding Officer: Order of Business |
3 | |
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Section 2.7 Voting |
3 | |
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Section 2.8 Voting Lists |
4 | |
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Section 2.9 Participation in Shareholders Meeting |
4 | |
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Section 2.10 Consent of Shareholders in Lieu of Meeting |
4 | |
| ARTICLE III. | ||
| Board of Directors | ||
|
Section 3.1 Powers |
5 | |
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Section 3.2 Number and Term of Office |
5 | |
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Section 3.3 Qualification and Election |
5 | |
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Section 3.4 Presiding Officer |
6 | |
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Section 3.5 Resignations. |
6 | |
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Section 3.6 Vacancies |
6 | |
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Section 3.7 Removal |
6 | |
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Section 3.8 Place of Meeting |
7 | |
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Section 3.9 Regular Meeting |
7 | |
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Section 3.10 Special Meetings |
7 | |
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Section 3.11 Quorum, Manner of Acting, Adjournment, and Action Without Meeting |
7 | |
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Section 3.12 Committees |
8 | |
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Section 3.13 Compensation |
9 | |
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Section 3.14 Dividends |
9 | |
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Section 3.15 Minutes |
9 | |
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Section 3.16 Notice |
9 | |
| ARTICLE IV. | ||
| Notice Waivers | ||
|
Section 4.1 Notice, What Constitutes |
9 | |
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Section 4.2 Waiver of Notice |
9 | |
| ARTICLE V. | ||
| Officers | ||
|
Section 5.1 Number, Qualifications and Designation |
10 | |
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Section 5.2 Election and Term of Office |
10 | |
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Section 5.3 Subordinate Officers |
10 | |
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Section 5.4 Resignations |
10 | |
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Section 5.5 Removal |
10 | |
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Section 5.6 Vacancies |
10 | |
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Section 5.7 General Powers |
10 | |
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Section 5.8 The Chair and Vice Chair of the Board |
11 | |
ii
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Section 5.9 The Chief Executive Officer |
.11 | |
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Section 5.10 The President |
11 | |
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Section 5.11 The Vice Presidents |
11 | |
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Section 5.12 The Secretary |
11 | |
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Section 5.13 The Treasurer |
11 | |
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Section 5.14 Officers Bonds |
12 | |
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Section 5.15 Salaries |
12 | |
| ARTICLE VI. | ||
| Stock | ||
|
Section 6.1 Issuance |
12 | |
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Section 6.2 Shares Without Certificates |
12 | |
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Section 6.3 Subscriptions for Shares |
12 | |
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Section 6.4 Transfers |
12 | |
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Section 6.5 Share Certificates; Share Record Books |
13 | |
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Section 6.6 Lost, Destroyed, Mutilated or Stolen Certificates |
13 | |
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Section 6.7 Transfer Agent and Registrar |
13 | |
| ARTICLE VII. | ||
| Indemnification | ||
|
Section 7.1 Directors and Officers; Third Party Actions |
13 | |
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Section 7.2 Employees and Agents |
13 | |
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Section 7.3 Advancing Expenses |
14 | |
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Section 7.4 Scope of Article |
14 | |
| ARTICLE VIII. | ||
| Miscellaneous | ||
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Section 8.1 Corporate Seal |
14 | |
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Section 8.2 Checks |
14 | |
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Section 8.3 Contracts |
14 | |
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Section 8.4 Deposits |
14 | |
iii
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Section 8.5 Financial Statements |
15 | |
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Section 8.6 Corporate Records |
15 | |
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Section 8.7 Voting Securities Held by the Corporation |
17 | |
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Section 8.8 Amendment of Bylaws |
17 | |
iv
BYLAWS
OF
WILLIAM LYON SOUTHWEST, INC.
ARTICLE I
Offices
Section 1.1. Principal Office. The principal office of the Corporation in the State of Arizona shall be located in Maricopa County, Arizona, or at such other location as may be established by the board of directors.
Section 1.2. Other Offices. The Corporation also may have offices at other places within or without the State of Arizona.
ARTICLE II
Meetings of Shareholders
Section 2.1. Annual Meeting. The board of directors may determine the place, date and time of the annual meetings of the shareholders, but if no such place, date and time is fixed, the meeting for any calendar year shall be held at the Corporations known place of business at 5:00 p.m. on the second Tuesday in December of each year. If that day is not a Business day (as that term is defined in the Arizona Business Corporation Act, as amended from time to time (the BCA)) the meeting shall be held on the next succeeding Business day. At that meeting the shareholders entitled to vote shall elect such directors and transact such business as may properly be brought before the meeting.
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