Company bylaws
The internal rules a corporation runs by: meetings, directors, officers and records.
The internal rules a corporation is governed by.
- Business / Legal document
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Key features
Shareholder and board meetings
Separate sections for annual and special shareholder meetings and for board meetings, each with blanks for who may call them, notice and what makes a quorum.
Officers and their duties
A list of offices with a blank describing what each officer does, and a section on who may sign contracts and cheques for the corporation.
Action in writing and by video
Shareholders and directors may act by written consent, and directors may meet by telephone or video.
Conflicts of interest
A director or officer with an interest in a matter declares it and takes no part unless the others agree in writing.
Changing the bylaws
A closing clause where you write who may change the bylaws and by what vote, and a statement that the articles prevail if they conflict.
About this document
Bylaws are a corporation's own rulebook. They say how shareholders and directors meet and vote, how directors and officers are chosen and removed, who may sign for the corporation and how its records are kept.
This blank form sets out those rules in full, with a blank wherever a choice belongs: how many directors, how long they serve, what makes a quorum and who may call a meeting. It is adopted by the corporation and certified by two of its officers.
Is this document right for you?
Useful when
- You have formed a corporation and now need its internal rules
- Your existing bylaws are out of date or were never written down
- A board needs an agreed way of calling meetings and voting
Commonly used by
- New corporations
- Small closely held companies
- Startups after incorporation
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Alternatives
These are separate documents, for different jobs.
- Articles of IncorporationSet out the details needed to form a corporation.View document
- Directors' Organizational MeetingRecord the first meeting of a new company's directors.View document
- Shareholder agreementsGovern how shareholders own, vote and sell their shares.View document
- Corporate resolutionsRecord decisions formally made by a board or shareholders.View document
When to use this
- Just after filing articles, when the directors adopt bylaws at their first meeting
- When a company that has been running informally wants proper rules
- When a new investor asks to see the company's governing documents
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More in Incorporation & LLC
- LLC formationPrepare the paperwork to register a limited liability company.View document
- Operating agreementsSet the rules for how an LLC is owned and run.View document
- Articles of IncorporationSet out the details needed to form a corporation.View document
- LLC Articles of OrganizationSet out the details needed to form a limited liability company.View document
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Questions
About the company bylaws
Generally they are kept with the company's records rather than filed, but practice varies by state. Check with the state or a lawyer.
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