Corporation Operating Agreement
This Corporation Operating Agreement, hereinafter referred to as the "Agreement," is entered into and made effective as of the October 1, 2060. The parties involved in this Agreement are [YOUR COMPANY NAME], hereinafter referred to as the "Corporation," and Brenda Boyle, hereinafter referred to as the "Shareholder."
Article I: Formation and Organization
1.1 Formation of Corporation:
The undersigned hereby form a corporation under the laws of the State of Oregon, known as [YOUR COMPANY NAME] (the "Corporation").
1.2 Name and Principal Place of Business:
The principal place of business of the Corporation shall be located at Eugene, OR 97401. The Corporation may establish and maintain additional offices at such other places as the Board of Directors may deem advisable.
1.3 Term of Existence:
The Corporation shall have perpetual existence unless dissolved by the provisions of this Agreement or applicable law.
Article II: Shareholders
2.1 Issuance of Shares:
The Corporation shall have the authority to issue 10,000 shares of common stock with a par value of $1.00 per share. Shares may be issued in such classes and series as determined by the Board of Directors.
2.2 Rights of Shareholders:
Shareholders shall have the right to vote on matters requiring shareholder approval by the Corporation's bylaws and applicable law.
2.3 Transfer of Shares:
Shares of stock may be transferred only by the Corporation's bylaws and applicable laws.
Article III: Directors and Officers
3.1 Board of Directors:
The affairs of the Corporation shall be managed by a Board of Directors consisting of not less than five (5) nor more than nine (9) directors. Directors shall be elected by the shareholders at the annual meeting.
3.2 Officers:
The officers of the Corporation shall include a President, Vice President, Secretary, and Treasurer, each of whom shall be elected by the Board of Directors.
3.3 Duties of Directors and Officers:
Directors and officers shall have such duties and responsibilities as provided by law, this Agreement, and the Corporation's bylaws.
Article IV: Decision-Making
4.1 Meetings of Shareholders:
Annual meetings of shareholders shall be held on the first Monday of June each year to elect directors and transact such other business as may properly come before the meeting.
4.2 Meetings of the Board of Directors:
Meetings of the Board of Directors shall be held at the Corporation's principal place of business, or at such other times and places as determined by the Board. Special meetings may be called by the President or by any two directors upon not less than seven (7) days' notice to each director.
4.3 Quorum:
A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Article V: Corporate Governance
5.1 Corporate Governance Structure:
The Corporation shall operate by the principles of good corporate governance, including transparency, accountability, and integrity.
5.2 Conflicts of Interest:
Directors and officers shall disclose any conflicts of interest and shall refrain from engaging in any transaction that would constitute a conflict of interest without the approval of the Board of Directors.
Article VI: Amendment
6.1 Amendment:
The only way in which amendments can be made to this Agreement is by obtaining the written consent of the shareholders who hold a majority of the outstanding shares of stock in the Corporation.
6.2 Governing Law:
This Agreement, in all respects and factors, will be controlled by, interpreted, and understood in complete accordance with the statutes, legalities, and judicial guidelines set forth by the laws of the State of Oregon.
6.3 Entire Agreement:
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
[YOUR COMPANY NAME] (Corporation)
October 1, 2060
Brenda Boyle (Shareholder)
October 1, 2060
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