Bylaws Majority Members Adoption Corporation Signed Stockholders Office

SEC. 45. Adoption of Bylaws. – For the adoption of bylaws by the corporation, the affirmative vote of the {{c1::stockholders representing at least a majority of the outstanding capital stock, or of at least a majority of the members in case of nonstock corporations,}} shall be necessary. The bylaws shall be signed by the stockholders or members voting for them and shall be kept in the principal office of the corporation, subject to the {{c1::inspection of the stockholders or members during office hours.}} A copy thereof, duly certified by a majority of the directors or trustees and countersigned by {{c1::the secretary of the corporation}}, shall be filed with the Commission and attached to the original articles of incorporation.

 

Notwithstanding the provisions of the preceding paragraph, bylaws may be adopted and filed prior to incorporation; in such case, such bylaws shall be approved and signed by all the incorporators and {{c1::submitted to the Commission}}, together with the articles of incorporation.

 

In all cases, bylaws shall be effective only {{c1::upon the issuance by the Commission}} of a {{c1::certification that the bylaws are in accordance with this Code.}}

 

The Commission shall not accept for filing the bylaws or any amendment thereto of any {{c1::bank, banking institution, building and loan association, trust company, insurance company, public utility, educational institution, or other special corporations governed by special laws}}, unless accompanied by a certificate of the appropriate government agency to the effect that such bylaws or amendments are in accordance with law