To use a sports analogy, bylaws are essentially a company's "playbook." They contain all the information on how the corporation is to be run, as well as information on the rights and responsibilities of the corporation's directors, officers, and shareholders.
Following corporate bylaws
Once bylaws are established, they become the governing document for any corporation. Though bylaws can be changed by the board of directors, they are essentially "the law" in terms of how the corporation will be run. All corporate decisions and procedures must follow what is laid out in the corporate bylaws. For the most part, a corporation does not exist until its bylaws become official.
It is important to note that while corporate bylaws establish rules and regulations for the operation of a business, they cannot violate existing local, state, or federal laws.
Creating corporate bylaws
The complexity of a corporation's bylaws often depends on the size and function of the corporation. They may be created by the founder of the corporation or by the corporation's board of directors. Though the ultimate contents of each corporation's bylaws will vary, they generally include the following:
- The corporation's name and office location(s)
- Information on corporation board members and officers
- Time, place, and protocol for board, officer, and shareholder meetings
- How and by whom bylaws can be changed
- Stock information (number and types of shares issued)
- Procedures for company record-keeping
Like Articles of Incorporation, bylaws can be written by an individual, a group (such as the board of directors), or with the help of bylaw templates found online or in print. An experienced lawyer in your state can help you create your corporation's bylaws.
For more information visit avvo.com