Free Corporate Bylaw Templates

What Are Bylaws for a Corporation?

Corporation Bylaws are a detailed list of rules that establish the internal structure of the organization, in particular its management, and determine how the corporation will function. This document is one of the first things you need to think about and create to set the standards of operation and everyday procedures your company will have to follow for years to come.

Alternate Name:

• Corporate Bylaws.

Although not every state will require you to create and follow Corporate Bylaws, it is highly recommended to compose this document for the following reasons:

1. Bylaws will help you to avoid disagreements and let you see the main objectives of your business, its structure and rules. Whenever you are dealing with a problem or directors disagree on a particular matter, you can read the bylaws to remind everyone how your business is organized as the first step to fix the existing issue.
2. Bylaws can be disclosed to a third party if they question the legitimacy of your organization. When you are facing a legal dispute or signing an agreement with a bank, you will be able to demonstrate your bylaws as proof your company follows necessary legal formalities during its regular operation.

Corporate Bylaws by State

A Corporation Bylaws template is filled out by the individual who initiated the incorporation or enacted by the corporation's board of directors once it begins its activity. Bylaws of a Corporation address the most general matters and specify the duties of all members and officers. Select your state below and download a Corporate Bylaws template appropriate for your location and suitable for your type of corporation to complete an operating manual for your company.

How to Write Bylaws for a Corporation?

Every corporation chooses what to include in their bylaws which should be tailored to the particular needs of the company. Here is how you should prepare simple Corporate Bylaws:

1. State the name of your company, its primary goals and aspirations, physical and mailing addresses . Enter the principal place of business and briefly describe which goods or services the organization offers.
2. List members of the corporation . You can simply write down the main positions in the company or draw a diagram that demonstrates the hierarchy and chain of command better. It is necessary to outline the procedure of selecting new members of the corporation and ways and reasons for their suspension and removal;
3. Describe the board of directors . Indicate its structure and number of directors. Record their rights and obligations. Explain how the chairman of the board is to be selected.
4. Identify the officers of the corporation (president, vice-president, and secretary), state the length of their term of office, and steps to take in case one of them is removed or resigns of their own free will.
5. Cover annual and regular meetings, shareholder meetings and procedures for notifying those who must attend.
6. Describe corporation stock - which shares will you offer and the total number of shares that can be issued and distributed . If you compose Nonprofit Corporation Bylaws, they need to establish how the company will distribute its financial resources received from donors and how the corporation benefits from these funds.
7. Include rules that define the preparation and storage of corporate records;

How to Amend Corporate Bylaws?

Corporate Bylaws should describe the amendment procedures - you need to know how to modify bylaws in the future. Even if there are no new members or radical changes, you should review and amend your bylaws every few years. Follow these steps to modify the Bylaws of a Corporation:

1. Call a meeting of the directors . It can be a regular meeting or an emergency meeting - depending on how urgent the issue you are dealing with is. The protocol of the meeting is typically described in the original text of the bylaws - if you did not include it at first, send a certified mail to every director who must be present at a meeting at least a week in advance.
2. Once the quorum is present, the majority of attending members must be given a copy of the amendments to know and understand what kind of change is proposed . Any member can ask for a postponement of a meeting or a short break to study the documentation especially if the amendment is related to the essential rules and regulations the organization follows.
3. Schedule a second meeting to allow directors to approve or disapprove the amendment . The members will vote and decide whether the change should be implemented. Depending on the decision of the members, the voting can be open or anonymous, and the members can engage in open discussion prior to voting.
4. If the amendment is accepted by the board, you can change the document the company keeps in its records and distribute the modified bylaws among the directors . However, even if the proposal was not approved, make sure you record the proposal in the meeting minutes.

Who Signs the Corporate Bylaws?

Once the board of directors has approved and adopted the bylaws, there is no need to add a signature to this document provided that every board member has expressed their consent in writing and the company secretary has recorded the wishes of all members.

Note that the law does not require the Bylaws of a Corporation to become a public record - they are stored in the corporate minute book with resolutions and minutes drafted during board meetings and shareholders' meetings. Corporate Bylaws are often confused with the Articles of Incorporation - the latter document must be submitted to the office of the Secretary of the State. Once the Corporation Bylaws are drafted, you can refer to them every time you have a conflict of interest within the corporation and need to check the hierarchy of your entity or when your business partners or creditors ask you to disclose this information in order to know more about your company's structure.

Haven't found the template you're looking for? Take a look at the related templates below:

• Corporation Forms;
• Articles of Incorporation;
• Certificate of Incorporation.