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Articles of Incorporation and Bylaws

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.

Copyright 2012 LexisNexis, a division of Reed Elsevier Inc.

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Donald W. Hudspeth
Principal Attorney

Attorney Donald W. Hudspeth has more than twenty years’ experience practicing corporate and business law. Before attending law school, Mr. Hudspeth held a stock brokers license at the age of 21 and owned his own business at the age of 23. He was a business law professor at Arizona State University, West Campus, and has conducted classes and seminars for a number of higher institutions and organizations. Mr. Hudspeth has published two books on law and is the founder of the radio programs Law on the Edge and Law Talk.

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Robert J. McGee
Associate Attorney

Robert J. McGee is an Arizona native who has been practicing law since 2014. Robert’s primary experience is with all aspects of intellectual property – trademarks, copyrights, trade secrets, and patents. Robert has substantial additional experience with cyberlaw. He is an avid collector of esoteric knowledge and always takes an interest in the details of how each client’s business works.

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Mark S. Hamilton
Attorney

About Attorney Mark S. Hamilton has experience handling all aspects of civil and commercial litigation in federal, state, and tribal courts at the trial and appellate levels. Practice Areas Business litigation Commercial litigation Education University Of Hawaii Wm. S. Richardson School Of Law, Juris Doctor - 2002 University Of Hawaii, Master Of Arts In Asian…

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