Corporate bylaws contain the rules and guidelines that establish how a business is run. They are written by the founder(s) or the board of directors at the onset of the company. The document provides answers to many potential issues that could arise, such as what to do if a member leaves, when meetings are to be held, and how the contract can be amended.
- New Hampshire
- New Jersey
- New Mexico
- New York
- North Carolina
- North Dakota
- Rhode Island
- South Carolina
- South Dakota
- West Virginia
Bylaws act as the rulebook for how an organization should be operated. The agreement is geared towards ensuring management makes decisions within a set of pre-established guidelines, improving the efficiency and consistency of operations on a day-to-day basis. Many states require the form to be drafted, although none require it to be filed with the Secretary of State (SOS). In other words, the form will always remain private to the company that created it, unless they purposely share it with others.
There are thirty-one (31) states that require corporations to have bylaws:
Alabama, Arizona, Arkansas, Connecticut, Florida, Georgia, Hawaii, Idaho, Indiana, Kentucky, Maine, Maryland, Massachusetts, Montana, Nebraska, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Oklahoma, Oregon, South Carolina, South Dakota, Tennessee, Texas, Vermont, Virginia, Washington, West Virginia, and Wyoming.
- Annual meetings
- Board of Directors
- Conflict of Interest
While the contents of bylaws will often vary from corporation to corporation, the following clauses should be included, at a minimum:
Also called an Annual General Meeting (AGM), this is a yearly meeting in which directors of the company present important information to shareholders. The company will summarize financial performance, outline major events over the past year, elect the board of directors, and allow shareholders to ask questions directly to the executives. All 50 states require an annual meeting to be held.
The “Annual meetings” clause establishes the purpose of the meeting, when the meeting can be called, the location of the meeting, and when shareholders/directors can force a meeting if one has not been held within the required timeframe (one per year).
Board of Directors
The board of directors is responsible for providing the corporation with oversight. They have a wide perspective, allowing them to determine if the company is headed in the right direction. The “Directors” clause establishes the number of directors that will serve on the board, how the directors are nominated, how long each director can serve (their “term”), how they’re compensated, and other information related to director meetings and communication. Also included in this section can be information on committees, which are smaller groups of directors that focus on specific tasks or topics. Some agreements include a standalone “committees” section as well.
The officers of the company are the top-level employees that are responsible for managing the day-to-day operations and ensuring their respective teams are on-target and meeting deadlines. They’re appointed by the board of directors at the onset of the corporation, and any time thereafter. Typical officer roles include the:
- Chief Executive Officer (CEO)
- Chief Operations Officer (COO)
- Chief Technology Officer (CTO)
- Chief Financial Officer (CFO)
- Chief Marketing Officer (CMO)
- Chief Compliance Officer (CCO)
The clause will establish when and how they’re appointed, the initial roles that will be created, and each role’s respective responsibilities.
An indemnification clause refers to whether or not directors and officers would be protected from any liability they could be faced with due to their association with the corporation. If the directors/officers are indemnified by the contract, the corporation would pay for any expenses necessary in order to resolve any issues. The most common expense being attorney’s fees.
Conflict of Interest
This is an important clause that establishes when a director or officer has a conflict of interest. A conflict of interest is whenever a person’s personal life interferes with running the company, whether it is due to family members, friends, a side-project, or ownership interest in another company (to name a few).
As time goes on, the contract is bound to change. In order for changes to be made in an organized manner, the bylaws need to establish the requirements that must be met in order to amend the contract. Common requirements include a vote by the board and/or shareholders. This clause will set the minimum percentage of votes that must be reached in order for any change to be made (e.g. 65%).
The bylaws should include a section that substantiates the events that must occur in order for the corporation to be dissolved (terminated). Like the “Amendments” clause, this will often be determined by a vote by the shareholders or the directors, in which a specific percentage must be met (such as 50%) in order for the dissolution to go forward.
|STATE||STATUTE||FORM (* = Required)|
|Alabama||§ 10A-2A-2.05||PDF | WORD | ODT *|
|Alaska||§ 10.06.228, § 10.06.230, § 10.06.233||PDF | WORD | ODT|
|Arizona||§ 10-206||PDF | WORD | ODT *|
|Arkansas||§ 4-27-206||PDF | WORD | ODT *|
|California||§§ 200 – 213||PDF | WORD | ODT|
|Colorado||§ 7-102-106||PDF | WORD | ODT|
|Connecticut||§ 33-640||PDF | WORD | ODT *|
|Delaware||§ 109||PDF | WORD | ODT|
|Florida||§ 607.0206||PDF | WORD | ODT *|
|Georgia||§ 14-2-206||PDF | WORD | ODT *|
|Hawaii||§ 414-36||PDF | WORD | ODT *|
|Idaho||§ 30-29-206||PDF | WORD | ODT *|
|Illinois||§ 805 ILCS 5/2.25||PDF | WORD | ODT|
|Indiana||§ 23-1-21-6||PDF | WORD | ODT *|
|Iowa||§ 490.206||PDF | WORD | ODT|
|Kansas||§ 17-6009||PDF | WORD | ODT|
|Kentucky||§ 271B.2-060||PDF | WORD | ODT *|
|Louisiana||§ 1-206||PDF | WORD | ODT|
|Maine||§ 206||PDF | WORD | ODT *|
|Maryland||§ 2-109||PDF | WORD | ODT *|
|Massachusetts||§ 2.06||PDF | WORD | ODT *|
|Michigan||§ 450.1223||PDF | WORD | ODT|
|Minnesota||§ 302A.181||PDF | WORD | ODT|
|Mississippi||§ 79-4-2.06||PDF | WORD | ODT|
|Missouri||§ 351.290||PDF | WORD | ODT|
|Montana||§ 35-14-206||PDF | WORD | ODT *|
|Nebraska||§ 21-224||PDF | WORD | ODT *|
|Nevada||§ 78.120||PDF | WORD | ODT|
|New Hampshire||§ 293-A:2.06||PDF | WORD | ODT *|
|New Jersey||§ 14A:2-9||PDF | WORD | ODT *|
|New Mexico||§ 53-11-27||PDF | WORD | ODT *|
|New York||§ 601||PDF | WORD | ODT *|
|North Carolina||§ 55-2-06||PDF | WORD | ODT *|
|North Dakota||§ 10-19.1-31||PDF | WORD | ODT|
|Ohio||§ 1729.14||PDF | WORD | ODT|
|Oklahoma||§ 18-381.26||PDF | WORD | ODT *|
|Oregon||§ 60.061||PDF | WORD | ODT *|
|Pennsylvania||§ 1504 & § 1505||PDF | WORD | ODT|
|Rhode Island||§ 7-1.2-203||PDF | WORD | ODT|
|South Carolina||§ 33-2-106||PDF | WORD | ODT *|
|South Dakota||§ 47-1A-206||PDF | WORD | ODT *|
|Tennessee||§ 48-12-106||PDF | WORD | ODT *|
|Texas||§ 21.057||PDF | WORD | ODT *|
|Utah||§ 16-10a-206||PDF | WORD | ODT|
|Vermont||§ 2.06||PDF | WORD | ODT *|
|Virginia||§ 13.1-624||PDF | WORD | ODT *|
|Washington||§ 23B.02.060||PDF | WORD | ODT *|
|West Virginia||§ 31D-2-205||PDF | WORD | ODT *|
|Wisconsin||§ 180.0206||PDF | WORD | ODT|
|Wyoming||§ 17-16-206||PDF | WORD | ODT *|
Who can amend the bylaws?
Bylaws are typically amended by the corporation’s directors and/or shareholders. The most common method of amending them is by taking a vote. The bylaws will state the weight of votes that must be reached in order for an amendment to be made, such as a simple majority or a two-thirds vote.
Do they need to be notarized?
No, it is not a federal or state requirement for the bylaws to be signed. Nonetheless
Do they need to be notarized?
No. Bylaws do not need to be notarized in order to be deemed valid. In some cases, the form does not need to be signed, although doing so is highly recommended to validate the date the bylaws went into effect.
How can one get a copy of the bylaws?
For private companies, the board of directors and shareholders all have their own copy of the corporation’s bylaws. Being private corporations, they are not required to provide third parties a copy of their bylaws. Public and non-profit companies, on the other hand, are required to provide their bylaws so long as the interested party goes through the proper route of acquiring them.
Download Sample: PDF
Step 1 – Corporation Name + Formation State
In the first three (3) fields of the document, the following information will need to be typed:
- The full legal name of the corporation (as written on the company’s Articles of Incorporation);
- The name of the corporation written again; and
- The state the corporation is registered to do business in.
Step 2 – Annual Meeting
Type the number (#) of days notice a meeting can occur after the appropriate notice has been provided to all shareholders. A common span of time is 30 days (one month).
Step 3 – Special Meetings
Check the box next to the person or party that can call a special meeting. If “Board of Directors” or “Shareholders” is selected, type the percentage of each that must agree to the special meeting.
Step 4 – Place of Meetings
This section is for establishing where meetings can take place. Any number of options can be selected, although at least one (1) option must be checked before heading to the next section.
Step 5 – Dissolution
Dissolution refers to terminating the corporation. Check the option(s) that can result in the company’s dissolution. If either “Board of Directors” or “Shareholders” is checked, type the percentage of vote required by each. A common requirement is at least 50% of the vote.
Step 6 – Notice of Meetings
Check the box(es) that correspond to how shareholders can be notified of an upcoming meeting. At least one (1) option must be selected.
Step 7 – Quorum
A quorum is the minimum percentage of people that must be present in order to hold an annual or special meeting. If the minimum percentage is not met, the meeting cannot go forward. Select whichever box(es) apply and type the percentage next to each chosen option. A common value is a two-thirds vote, which correlates to roughly 66%.
Step 8 – Actions of the Corporation
Select whether or not actions can be taken on behalf of the corporation without a meeting being held. Only ONE (1) option can be selected.
Step 9 – Corporate Seal
A corporate seal is a company’s official signature. By stamping it onto a document, the corporation effectively verifies the document’s contents. They are no longer required, although some companies still choose to use them. Select whether or not the corporation will have an official seal to head to the next step.
Step 10 – Execution of Documents
Check all box
Step 11 – Indemnification
Indemnification refers to compensating the directors or officers for any legal issues relating to the company (except for those that result from fraud or negligence). Select whether or not directors and officers will be indemnified by the corporation.
Step 12 – Amendments
An amendment is a change to the bylaws, whether large or small. Check the box corresponding to the situation that can result in the bylaws being modified, followed by the percentage of the vote required (e.g. 66%).
Step 13 – Stock Certificates
A stock certificate is a document that proves one’s ownership of shares in the corporation. Stock certificates are not a requirement by Federal or state law, and ownership of the corporation can be proved without holding physical stock certificates.
Step 14 – Directors
There are two (2) fields that need to be completed in the “Directors” section. The first is the number (#) of directors that will serve on the board (e.g. 6). The second is the length of time of one (1) term for a board member (e.g. 3 years).
Step 15 – Certification
Although optional, certifying the document with a signature adds a significant amount of authenticity to the bylaws. The fields that must be completed in order to certify the form are:
- The date the board of directors are officially adopting the bylaws;
- The signature of the person certifying the form (the secretary or a member of the board);
- The date (mm/dd/yyyy) the document was signed (most likely the same as the date written above);
- The full printed name of the person certifying the form; and
- The signer’s title (e.g. “Secretary” or “CEO”).