15 U.S.C. § 149: Bylaws

Summary

Bylaws can set the rules for meetings: when and where they happen, how to call and notice them, how they are run, and what counts as a quorum. They can set rules for directors: how many, their qualifications, how they are chosen, length of term, and pay — there must be at least three directors, and a majority of directors and the president and treasurer (or those officers) must be U.S. citizens living in China while in office. Bylaws can also cover how payments on shares are called and collected, penalties for nonpayment, share certificates and transfers, and how shares are represented at stockholder meetings.

Title 15, §149

Commerce and Trade, Source: USLM XML via OLRC

The bylaws may provide—

(a)The time, place, manner of calling, giving notice, and conduct of, and determination of a quorum for, the meetings, annual or special, of the stockholders or directors;

(b)The number, qualifications, and manner of choosing and fixing the tenure of office and compensation of all directors; but the number of such directors shall be not less than three, and a majority of the directors, and the president and the treasurer, or each officer holding a corresponding office, shall, during their tenure of office, be citizens of the United States resident in China.

(c)The manner of calling for and collecting payments upon shares of stock, the penalties and forfeitures for nonpayment, the preparation of certificates of the shares, the manner of recording their sale or transfer, and the manner of their representation at stockholders’ meetings.

Editorial Notes

Amendments

1925—Par. (b). Act Feb. 26, 1925, amended par. (b) generally.

§149 Bylaws

Summary

Title 15, §149

Notes & Related Subsidiaries

Editorial Notes

Amendments

Citations & Metadata