What Are the Bylaws of a Corporation?

The bylaws of a corporation contain the rules and procedures that govern the rights and powers of shareholders, directors, and officers. Most lawyers have a prepared "standard" set of template bylaws that may be modified to meet your company's specific requirements.

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The bylaws are typically adopted by the incorporator or by the board of directors in the organizational meeting or the written consent in place of the organizational meeting. This organizational meeting or written consent is the first action taken by the board of directors in connection with the formation of the corporation.

The bylaws cover the following:

• The size of the board of directors
• When and how board meetings are called (including notice)
• When and how shareholder meetings are called (including notice)
• Duties and responsibilities of directors and officers
• Procedures for exercising voting rights
• Regulation of the transfer of corporate stock
• Indemnification obligations for officers, directors, and agents, where indemnification refers to protection from lawsuits and claims
• The company's fiscal year
• General corporate matters

Bylaws generally may be adopted, amended, or repealed by the Board of Directors or by a vote of the shareholders; and the bylaws may limit the Board's powers in this respect.

Click here to view Bylaws for a California corporation, or here to view Bylaws for a Delaware corporation.