Bylaws: Provisions

A corporation may, unless otherwise prescribed by this Part, in its bylaws prescribe:

(1)For the time, place, and manner of calling and conducting regular or special meeting of its directors, and the time and manner of calling and conducting regular or special meetings of stockholders or members;

(2)The number of stockholders or members necessary to constitute a quorum for the transaction of business at meetings of stockholders or members;

(3)The conditions upon which members of nonstock corporations shall be entitled to vote;

(4)The mode of securing proxies of stockholders or members and voting them;

(5)The qualifications, duties, and compensation of directors, officers, and employees;

(6)The time for holding the annual election of directors and the mode and manner of giving notice thereof;

(7)The manner of election and the term of office of all officers other than directors and those elected by the directors or trustees;

(8)The penalties for violation of bylaws, not exceeding in any case the sum of one hundred dollars ($100.00);

(9)In the case of stock corporations, the manner of issuing stock certificates or shares of stock;

(10)Such other matters not otherwise provided for in this Part as may be necessary for the proper or convenient transaction of the business of the corporation;

(11)In the case of an Investment Company or an International Finance Company

(i)such rights of inspection, if any, by a director or stockholder of the corporation's bylaws, list of stockholders, stock and transfer books, records of business transactions and any other books and records of the corporation, and

(ii)provision for the COL070307 CH. 2 FORMATION OF CORPORATIONS indemnification of directors, officers, employees and agents of the corporation against liabilities arising or asserted against them as such, and expenses arising in connection therewith.