Corporate Bylaws, also known as Bylaws or Company Bylaws, is the document used by a corporation to organize its internal management by setting out the rules and responsibilities of the shareholders, directors, and officers. The Corporate by-laws are a corporation’s operational rules. The Corporate by-laws outline the structure of a corporation, and they should be custom tailored for each individual company’s corporate purpose. TheBy-laws of a corporation should set rights of the shareholders, directors, and officers, as well as contain provisions for how the officers and directors are nominated, elected and removed if necessary. The corporations bylaws should also provide a mechanism to settle disputes that may arise among parties. Finally, a corporation’s by-laws must be formally adopted and amended as necessary by the board with a vote of the shareholders.
While the content of corporate by-laws may vary from jurisdiction to jurisdiction, typically a corporations bylaws will include sections that govern the time and place for meetings of officers, election board of director and officers of the corporation. It is important to note that the Board of Directors is the primary governing body of the corporation, and the bylaws should provide guidance regarding the number, selection and compensation for the board of directors. The corporate bylaws typically will also discuss the length of a director’s term and how vacancies are to be filled.
Likewise, the bylaws should detail the roles and responsibilities of the president, vice president and treasure of the corporation. How they are nominated, selected, and their respective terms and how they are removed. The by-laws should discuss general meetings and special meetings and set out if they are to be held annually, quarterly or at some other pre-set time. The by-laws must also specify the time and place of the general and special meetings, the attendance requirements for shareholders and directors and officers as well how many board members are needed for a quorum.
For more information about corporate bylaws please contact Antonoplos & Associates at 202-803-5676 or www.antonlegal.com