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Corporate Bylaws – What’s Required?

Corporate Bylaws are the rules and regulations enacted by an association or a corporation to provide a framework for its operation and management.

Bylaws provide for meetings, elections of a board of directors and officers, filling vacancies, notices, types and duties of officers, committees, assessments and other routine conduct. Corporate Bylaws are, in effect a contract among members, and must be formally adopted and/or amended.

While the Articles of Incorporation define the basic structure of the corporation, the bylaws are used to further define this structure. Corporate Bylaws can contain any provisions not inconsistent with state law or the Articles, relating to the business of the corporation, the conduct of its affairs, and the rights and powers of the shareholders, directors, officers and employees.

Bylaws – unlike the Articles of Incorporation – are not recorded in the public records.

Each set of bylaws will be specific to each organization, but the basic components of corporate bylaws are as follows:

  • An organization’s name, purpose and office location
  • Shareholder’s meeting provisions
  • Number, tenure and qualifications of the board of Directors
  • Board of Director’s meeting provisions
  • Establishment committees
  • Officers and qualifications
  • Contracts, loans, checks and deposits
  • Transfer of shares
  • Dividends
  • Fiscal year
  • Amendments