Your corporation’s bylaws provide the basic operating instructions regarding how your company will do business. It is one of the most important steps you will take when forming your corporation.
Corporate bylaws are typically written after you've filed your articles of incorporation and are required by most states. Even if your state does not require them it’s a good idea to have them in place to create structure and procedures for your company.
Corporate bylaws can be as brief or as expansive as you’d like, but typically include the following:
Once your bylaws have been written, they must be voted on by your board of directors. Once they are approved, the bylaws become official and binding. If your state requires bylaws, you must also file them with the state Secretary of State's office, or the agency in your state that manages corporations. Each board member and officer should receive a copy of your bylaws so they can become familiar with them.
If a need arises to amend your corporation's bylaws, you should check your bylaws for the procedure you outlined to do this. Most bylaws contain an amendment procedure that requires calling a meeting of the board of directors and holding a vote on the amendment.
Your bylaws should state how many votes are needed, but the general rule is the majority vote. If the amendment passes, you must then change the bylaws to reflect the change and, if required by your state, file the amended bylaws with the appropriate state agency.
**Disclaimer: The content used in the article is not to be used as legal advice and is for illustration and general informational purposes only. If you have questions about your particular situation, please contact us to schedule a consultation with one of our experienced attorneys.