Corporate Bylaws

Corporations are required to write and keep a record of their bylaws, but do not have to file them with a state office.

Bylaws are the rules and procedures for how a corporation will operate and be governed. Although there is no set criteria for bylaws content, they typically set forth internal rules and procedures for the corporation, touching on issues like the existence and responsibilities of corporate offices, the size of the board of directors and the manner and term of their election, how and when board and shareholder meetings will be held, who may call meetings, how the board of directors will function, and to what extent directors and officers will be indemnified against liabilities arising out of performance of their duties. A comprehensive discussion of bylaw content is beyond the scope of this Guide.

Drafting bylaws can be complex, but there are strategies for writing satisfactory bylaws without the expense of hiring a lawyer. FindLaw has posted links to the bylaws of many corporations. Some of these may prove useful as templates, although many of these companies have bylaws that are more complex than your small business would ever need.  For a small fee (approximately $15), Nolo Press offers a software program, eForm: Corporate Bylaws, which helps you generate bylaws.

The incorporator(s) (i.e., person(s) filing the paperwork) or initial director(s) (if named in the articles of incorporation) generally have the authority to adopt a corporation's original bylaws at the corporation's organizational meeting.

Bylaws may be changed without officially filing amendments.


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