Resolution Amending Elections Bylaws: Fill & Download for Free

The reason for paper stock certificates is to ensure accurate, indisputable evidence of shareholder ownership. While most companies still issue traditional paper stock certificates, the truth is that they’re not necessary.In fact, public traded companies have been using the Direct Registration System (DRS), ditching physical certificates several decades ago. DRS allows investors to elect having their securities registered directly on an issuer’s books. At the heart of the system is ensuring shareholder access to their securities information.Privately held companies can also use DRS and issue e-certificates. However, before doing so, it’s advisable to check the laws of the state of incorporation since state corporate law varies. For example, California has very specific notice requirements; and while Delaware enables companies to to issue e-certificates, it is not requirement.Startups wanting to issue e-certificates need to incorporate relevant provisions into their operating agreement or bylaws, and ensure general compliance with state corporate law. If your company has already incorporated, but didn’t include provisions to address the issuance of e-certificates, then you need a board resolution to issue uncertificated shares. Additionally, you’ll need to amend your bylaws to reflect the change.In smaller companies, corporate formalities might be easily overlooked, so it’s vital to your compliance to enlist competent legal counsel to help you navigate through the requirements. Also, engaging an attorney can save you money in the long term since there can be tax and other regulatory implications - whether you’re going paperless or relying on physical certificates.DRS can certainly save a lot of time and money, but you really should consult a lawyer to help you evaluate what makes the most sense for your business model. You can also take a look at the SEC’s info sheet for investors that describes advantages and disadvantages of each type of registration from the investor’s perspective.And feel free to check out LawTrades for additional help with issuing paper or electronic stock certificates. Hope that helps answer your question!

A good prosecutor would also “upcharge” to the max, and then offer to accept a plea of guilty to a lesser charge, like failure to register as a foreign agent. Consider the law of “Treason:18 U.S. Code § 2381 - TreasonWhoever, owing allegiance to the United States, levies war against them or adheres to their enemies, giving them aid and comfort within the United States or elsewhere, is guilty of treason and shall suffer death, or shall be imprisoned not less than five years and fined under this title but not less than $10,000; and shall be incapable of holding any office under the United States.One can argue that the Trump campaign members did not “owe allegiance to the United States,” or that Russia is not one of our “enemies,” but who wants to risk conviction of that charge?Now, as far as 18 U.S.C. 2386 is concerned (see below), the question is whether covertly attempting to influence an election for the President of the United States is equivalent with “control by force.” A court might rule that, because this assistance was conducted in secret, and thus exhibited a willful intent to control the U.S. Government, or a subdivision (the Presidency) by improper means, the Trump campaign failed to file properly with the Department of Justice, and anyone with knowledge of that fact working in the Trump campaign is subject to fine and imprisonment.18 U.S. Code § 2386 - Registration of certain organizations(A)For the purposes of this section:“Attorney General” means the Attorney General of the United States;“Organization” means any group, club, league, society, committee, association, political party, or combination of individuals, whether incorporated or otherwise, but such term shall not include any corporation, association, community chest, fund, or foundation, organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes;“Political activity” means any activity the purpose or aim of which, or one of the purposes or aims of which, is the control by force or overthrow of the Government of the United States or a political subdivision thereof, or any State or political subdivision thereof;An organization is engaged in “civilian military activity” if:(1) it gives instruction to, or prescribes instruction for, its members in the use of firearms or other weapons or any substitute therefor, or military or naval science; or(2) it receives from any other organization or from any individual instruction in military or naval science; or(3) it engages in any military or naval maneuvers or activities; or(4) it engages, either with or without arms, in drills or parades of a military or naval character; or(5) it engages in any other form of organized activity which in the opinion of the Attorney General constitutes preparation for military action;An organization is “subject to foreign control” if:(a) it solicits or accepts financial contributions, loans, or support of any kind, directly or indirectly, from, or is affiliated directly or indirectly with, a foreign government or a political subdivision thereof, or an agent, agency, or instrumentality of a foreign government or political subdivision thereof, or a political party in a foreign country, or an international political organization; or(b) its policies, or any of them, are determined by or at the suggestion of, or in collaboration with, a foreign government or political subdivision thereof, or an agent, agency, or instrumentality of a foreign government or a political subdivision thereof, or a political party in a foreign country, or an international political organization.(B)(1) The following organizations shall be required to register with the Attorney General:Every organization subject to foreign control which engages in political activity;Every organization which engages both in civilian military activity and in political activity;Every organization subject to foreign control which engages in civilian military activity; andEvery organization, the purpose or aim of which, or one of the purposes or aims of which, is the establishment, control, conduct, seizure, or overthrow of a government or subdivision thereof by the use of force, violence, military measures, or threats of any one or more of the foregoing.Every such organization shall register by filing with the Attorney General, on such forms and in such detail as the Attorney General may by rules and regulations prescribe, a registration statement containing the information and documents prescribed in subsection (B)(3) and shall within thirty days after the expiration of each period of six months succeeding the filing of such registration statement, file with the Attorney General, on such forms and in such detail as the Attorney General may by rules and regulations prescribe, a supplemental statement containing such information and documents as may be necessary to make the information and documents previously filed under this section accurate and current with respect to such preceding six months’ period. Every statement required to be filed by this section shall be subscribed, under oath, by all of the officers of the organization.(2) This section shall not require registration or the filing of any statement with the Attorney General by:(a) The armed forces of the United States; or(b) The organized militia or National Guard of any State, Territory, District, or possession of the United States; or(c) Any law-enforcement agency of the United States or of any Territory, District or possession thereof, or of any State or political subdivision of a State, or of any agency or instrumentality of one or more States; or(d) Any duly established diplomatic mission or consular office of a foreign government which is so recognized by the Department of State; or(e)Any nationally recognized organization of persons who are veterans of the armed forces of the United States, or affiliates of such organizations.(3) Every registration statement required to be filed by any organization shall contain the following information and documents:(a) The name and post-office address of the organization in the United States, and the names and addresses of all branches, chapters, and affiliates of such organization;(b) The name, address, and nationality of each officer, and of each person who performs the functions of an officer, of the organization, and of each branch, chapter, and affiliate of the organization;(c) The qualifications for membership in the organization;(d) The existing and proposed aims and purposes of the organization, and all the means by which these aims or purposes are being attained or are to be attained;(e) The address or addresses of meeting places of the organization, and of each branch, chapter, or affiliate of the organization, and the times of meetings;(f) The name and address of each person who has contributed any money, dues, property, or other thing of value to the organization or to any branch, chapter, or affiliate of the organization;(g) A detailed statement of the assets of the organization, and of each branch, chapter, and affiliate of the organization, the manner in which such assets were acquired, and a detailed statement of the liabilities and income of the organization and of each branch, chapter, and affiliate of the organization;(h) A detailed description of the activities of the organization, and of each chapter, branch, and affiliate of the organization;(i) A description of the uniforms, badges, insignia, or other means of identification prescribed by the organization, and worn or carried by its officers or members, or any of such officers or members;(j) A copy of each book, pamphlet, leaflet, or other publication or item of written, printed, or graphic matter issued or distributed directly or indirectly by the organization, or by any chapter, branch, or affiliate of the organization, or by any of the members of the organization under its authority or within its knowledge, together with the name of its author or authors and the name and address of the publisher;(k) A description of all firearms or other weapons owned by the organization, or by any chapter, branch, or affiliate of the organization, identified by the manufacturer’s number thereon;(l) In case the organization is subject to foreign control, the manner in which it is so subject;(m) A copy of the charter, articles of association, constitution, bylaws, rules, regulations, agreements, resolutions, and all other instruments relating to the organization, powers, and purposes of the organization and to the powers of the officers of the organization and of each chapter, branch, and affiliate of the organization; and(n)Such other information and documents pertinent to the purposes of this section as the Attorney General may from time to time require.All statements filed under this section shall be public records and open to public examination and inspection at all reasonable hours under such rules and regulations as the Attorney General may prescribe.(C) The Attorney General is authorized at any time to make, amend, and rescind such rules and regulations as may be necessary to carry out this section, including rules and regulations governing the statements required to be filed.(D) Whoever violates any of the provisions of this section shall be fined under this title or imprisoned not more than five years, or both.Whoever in a statement filed pursuant to this section willfully makes any false statement or willfully omits to state any fact which is required to be stated, or which is necessary to make the statements made not misleading, shall be fined under this title or imprisoned not more than five years, or both.(June 25, 1948, ch. 645, 62 Stat. 808; Pub. L. 103–322, title XXXIII, § 330016(1)(I), (L), Sept. 13, 1994, 108 Stat. 2147.)

Well…. you may be an American. There is no “natural right” to anything. Responsible governments usually elected by the people as in a democracy have as a responsibility to first identify the liberties that the people of the country will have, outline the freedoms that the people have as optional if they wish to use them and the rights that protect those freedoms.In England, the“right” to own and carry a gun was so intrenched into the English psychic, government felt that it was not necessary to put it in writing. However, King James II, a Catholic King, put into law by circumventing parliament a gun law that restricted gun ownership by Protestants. The King was trying to prevent any future civil wars but it was illegal. After the Glorious Revolution of 1688, the British Parliament passed the Bill of Rights in 1689. One article reversed the previous King’s law by giving Protestants the right to own guns. By the way, so did Catholics. So the right to own and bear arms is a British institution if you will. However, it does not impede local governments to pass by-laws controlling guns in their jurisdiction. You were not allowed to walk in downtown London with a long gun nor could you shoot your pistol for target practice either. The question here is intent. American history students should take note on how laws are debated, designed and passed in England at least 100 years before the American Revolution.The British colonies simply carried it over. For example, when news hit the British about the stash of guns and a cannon in Concord, MA, the question of intent was raised. Not whether is was legal to have guns. When the American Framers drafted the famous American Constitution, they studied the British Bill of Rights of 1689. They understood the reason to return to Protestants the right to own and bear, therefore, they simply didn’t include guns in the constitution following British traditions. As with everything else, you can’t foresee every possibility. So resolutions were required to straighten out issues related to the constitution ratified by the states. What started as a long list boiled down to ten, the American Bill of Rights. A gun law was one of them. But why? In the British tradition, the right to own and bear was a personal issue and nothing to do with government. The example I used about Protestants was a government concern to prevent further civil wars. The Bill of Rights pretty much set it back to a personal issue. The American 2nd Amendment, if you study how it was developed, made it a government concern. How to defend and and if corrupt overturn government with a militia. Remember those bylaws about not being able to carry a long gun in downtown… well, in a civil war you need to carry your arms anywhere. However, Americans evidently have poor English grammar skills. The Supreme Court in 2008 ruled that the first half to the 2nd amendment was an incomplete clause and had no impact on the second half regarding the “…. individual’s right to own and bear arms…”. Also, this did not impede local government to regulate the use of guns in their jurisdiction. In effect, the ruling returned the ancient British tradition of guns as a personal right. But this time it’s in writing.In Canada: This tradition to own and bear arms is entrenched in the constitution, hence, the government has identified a liberty that Canadians may benefit from. Federal laws defend and control this liberty as freedoms across the country that Canadians can enjoy at their leisure. The Royal Canadian Mounted Police has been tasked to put “teeth”, if you like, into the law. They monitor and control. So unlike the United States decentralised approach, the Canadian version has a strong centralised Federal approach. The provinces and local governments are not restricted to put into local law restrictions to regulate guns for the safety of the community. Again, all government levels are responsible and elected by the people reflecting their wishes. And this is the key to your question. Canadians have freedom and rights associated with it to defend their persons and their associates if confronted. Using lethal force if necessary. Canadians are quite happy with handgun restrictions and compared with the United States suffer far less gun related deaths and injuries.The RCMP and Federal government have classified guns into three classes…. Long guns, Hand guns, and everything else. In short, you can carry a long gun in appropriate locations, you will find it almost impossible as a private citizen to get a permit in any province to carry a handgun, and the leftovers are on a case by case situation, province by province. With handguns, it is the intent. You cannot responsibly hunt with a handgun. Everything covered by rules, regulations and licences.So, Canadians have a “right” to own and bear arms as an ancient British right. Canadians can own as many guns as they like. One individual in Toronto owned well into the hundreds. However, if you are caught carrying a handgun anywhere, chances are you are a criminal. The intent. Makes it easy for cops to identify criminals.