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If the Certificate of Incorporation (also known as a "charter") is the foundation of a corporation, the corporate bylaws are the structure built upon that base.
While the Certificate of Incorporation provides for the general features of a corporation (though the Certificate of Incorporation may vary in length and complexity) and is filed with the state, the corporation’s bylaws are not filed on the public record.
Corporate bylaws provide the granular detail into how the corporation will operate and what its governance mechanics will be. They also describe the relationship among its Board of Directors, its officers and its shareholders.
The contents of a corporation’s bylaws may vary, depending upon which provisions the initial Board of Directors wishes to include, and can be amended by a majority vote of both the Board of Directors and stockholders at any time in the future.
Delaware’s corporate law provides for this flexibility, stating:
"[A corporation's] bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees[.]" [source: delcode.delaware.gov]
Please feel free to utilize this free corporate bylaws template.
A corporation's bylaws may often provide for terms governing the creation, structure and operation of its Board of Directors including, without limitation:
The scope of indemnification of Directors and advancement of expenses in the event of litigation (though many corporations supplement Directors’ rights of indemnification with separate contractual agreements).
In addition, bylaws often set forth the titles of officers that will operate the day-to-day activities of the corporation (e.g., president, vice president, secretary). These provisions may also provide a broad description of the officers’ respective responsibilities and the means by which an officer can be replaced or new classes of officers can be created. In addition, among other things, the bylaws will detail the terms and conditions under which officers will be indemnified for actions taken in the role with the corporation.
The bylaws often contain a number of provisions governing shareholder voting and activities, including, without limitation:
Unlike the amendments of a Certificate of Incorporation, which are subject to specific requirements under Delaware law, a corporation's bylaws may provide for amendment by the Board of Directors, by the shareholders or by both.
Corporate bylaws are extremely important in the ongoing operation of a corporation, but the precise provisions of corporate bylaws can vary. Delaware law seeks to provide a level of flexibility in the operations and internal organization of a corporation, within certain parameters.
THE AUTHOR OF THIS BLOG ARTICLE IS NOT A LAWYER AND HARVARD BUSINESS SERVICES, INC. IS NOT A LAW FIRM. THE ARTICLE ABOVE IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE TAKEN AS LEGAL ADVICE. THIS SHORT ARTICLE IS STRICTLY TO MENTION SOME ASPECTS OF DELAWARE’S CORPORATION LAWS AND/OR LAWS RELATING TO OTHER FORMS OF ENTITIES WHICH YOU MAY NOT BE FAMILIAR WITH. WE RECOMMEND THAT YOU CONSULT WITH A LAWYER BEFORE FORMULATING A STRATEGY WHICH WILL BE SUITABLE FOR YOUR SPECIFIC CASE.
There are 2 comments left for 4 Things to Know about Corporate Bylaws [Free Template]Gregory said: Tuesday, March 5, 2019
I need to issue shares to shareholders. how can I do it and have proof of ownership for them?HBS Staff replied: Wednesday, March 6, 2019
Gregory, typically corporation shareholders can show proof of ownership with a stock certificate. You can learn more here - /before-forming-your-company/understanding-company-stock/Maximus and Seneca Global llc said: Wednesday, October 25, 2017
I will like to know details about bylaws and tax breaks especially please. Thanks.HBS Staff replied: Friday, October 27, 2017
We cannot offer any accounting or tax guidance, unfortunately. Your best bet is to seek the advice of a tax professional or CPA.