Corporate Bylaws

Contents

Article I. Offices
Section 1. Corporate Name
Section 2. Principal Executive Office
Section 3. Other Offices
Section 4. Registered Office and Registered Agent.
Article II. Shareholders
Section 1. Annual Meeting
Section 2. Special Meeting
Section 3. Place of Meeting
Section 4. Notice of Meeting
Section 5. Record Date
Section 6. Shareholders’ List
Section 7. Quorum
Section 8. Proxies
Section 9. Voting of Shares
Section 10. Voting of Shares by Certain Holders
Section 11. Action by Shareholders Without a Meeting
Section 12. Cumulative Voting
Article III. Directors
Section 1. General Powers
Section 2. Number, Tenure, and Qualifications
Section 3. Resignation of Directors
Section 4. Removal
Section 5. Vacancies
Section 6. Place of Meetings; Meetings by Electronic Communications
Section 7. Annual Directors’ Meeting
Section 8. Special Meetings
Section 9. Notice of Special meeting
Section 10. Quorum
Section 11. Manner of Acting
Section 12. Compensation
Section 13. Presumption of Assent
Section 14. Informal Action by Board of Directors
Section 15. Dividends
Article IV. Officers
Section 1. Officers
Section 2. Duties
Section 3. Election and Term of Office
Section 4. Salaries
Section 5. Removal
Section 6. Vacancies
Article V. Indemnification of Directors, Officers, Employees, and Other Agents
Article VI. Contracts, Loans, Checks and Deposits
Section 1. Contracts
Section 2. Loans
Section 3. Checks, Drafts, etc.
Section 4. Deposits
Article VII. Stock Certificates
Section 1. Certificates for Shares
Section 2. Transfer of Shares
Section 3. Lost, Stolen or Destroyed Certificates
Article VIII. Fiscal Year
Article IX. Dividends
Article X. Seal
Article XI. Waiver of Notice
Article XII. Amendments
CERTIFICATION OF ADOPTION OF BYLAWS

How to Use

(1) Fill in the blanks with the appropriate information.
(2) Delete the bracketed yellow highlighted instructions.
(3) Review document carefully to ensure that it conforms to the corporation’s organization and procedures.
(4) Sign and maintain in corporate records.

FAQs

What are corporate bylaws?
Corporate bylaws provide the terms for how the corporation will operate and be governed.  They usually also provide the terms for how the Board of Directors will operate, the responsibilities of the officers, and how shareholders will meet and vote.

Are bylaws required for my corporation?
It depends on the state of incorporation.  Certain states, such as Florida, require that all corporations have them.  Other states, such as Nevada, have no explicit requirement for bylaws.  Even when bylaws are not mandated by state law, however, it may be important to have one to bolster the corporation’s position that it has followed the appropriate corporate formalities and to provide a blueprint for how the corporation is managed.

Do I need to file my bylaws?
No.  Bylaws are internal documents that are not filed with any state or federal agencies.  However, bylaws may be required for bank loans, real estate purchases and sales, and other business transactions.

Is the registered office the same as the corporate office? 
The corporate office is the headquarters of a corporation.
The registered office is an office where the corporation will receive service of legal documents in the event of a law suit.  The registered office address for a corporation is often the same as the corporate office address, but it does not have to be, as long as the address is a physical address (not a P.O. Box) and a registered agent is available on site to accept the legal documents.  Corporations will sometimes retain a registered agent service to provide a physical address and an agent available to receive legal documents on behalf of their business.

Resources

Bylaw requirements by state  

California law on corporate bylaws

Florida law on corporate bylaws

Texas law on corporate bylaws