Articles of Incorporation and Bylaws
Bylaws are written provisions describing how day-to-day operations of a corporation will be conducted. A corporation’s activities are governed, in order of precedence, by statute, corporate charter, and bylaws.
A corporation’s first set of bylaws is adopted by the corporation’s first board of directors (or, in New York, by incorporators). The bylaws will normally describe how issues of corporate control will be handled and, to the extent not already covered in the corporate charter or otherwise required by statute, will cover such issues as the number of directors, the method of voting by the directors, offices of the corporation, and provisions for shareholder meetings. Once bylaws are adopted, changes in the bylaws normally will require shareholder approval.
Content of Bylaws
Typically, bylaws will describe:
- Where the corporation’s registered office will be maintained;
- Shareholder meeting places and times, including special shareholder meetings;
- How notice of shareholder meetings will be provided and how such meetings will be conducted;
- The number, election, and term of directors on the corporation’s subsequent boards of directors;
- The power of the board of directors;
- How the board of directors may meet and take action;
- Corporate officers and their responsibilities;
- Appointment and removal of corporate officers;
- Handling of corporate stock and the corporate seal;
- Indemnification of corporate directors and officers and employees or agents of the corporation; and
- How the bylaws may be amended.
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