A good set of rules ensures that businesses run smoothly. When a corporation sets out to define these rules for its members, it does so through corporate bylaws. While each corporation can customize these rules to meet its own needs, having a corporate bylaws template helps ensure you don’t leave out any necessary details.
We have a free corporate bylaws template for you to use, but before you start drafting your bylaws, it’s helpful to understand the basics.
Who needs corporate bylaws?
Every corporation must establish its governing rules at its beginning. While some aspects of the bylaws may be included in the initial Articles of Incorporation, a more detailed bylaws document should be created later on to cover all the rules of your corporation.
What do I need to include in my corporate bylaws?
Every state has different requirements for what you need to include in your corporate bylaws. Some of the most common sections of corporate bylaws include:
- Annual and special meetings: These sections define how often the meetings should take place, where they will happen, and who will attend. They may also explain how meetings can happen when they can’t take place in person, and if stockholders can make decisions in lieu of a meeting.
- Voting rights: Votes are essential for making changes and going forward with new business. The voting sections should address who can vote, how votes are taken, what defines a “quorum,” and how proxies work.
- Roles and rights for board members: These sections dictate who will be considered for board membership, how many members can serve at a time, and how long they should serve. Additional considerations, such as compensation and how board members can be removed, should be addressed.
- Committees and officers: Similar language should be included for the roles and rights of committees and officers, including president, vice president, treasurer, and secretary.
- Financial considerations: This section covers topics like whether the board can give or accept loans on behalf of the corporation and how contracts with vendors will be handled. It may address ethical topics like conflict of interest.
- Appendix: This list of terms and definitions ensures everyone understands what they are signing.
What to do with your corporate bylaws
When you create your corporate bylaws, you should have already filed your Articles of Incorporation with the state. You don’t need to file the corporate bylaws with a state or federal agency. But you should keep your corporate bylaws with your official corporate documents to refer to as needed.
These templates are for illustrative purposes only and should not be construed as either actual or constructive legal advice being given.
Linsey Knerl is a Midwest-based author, public speaker, and member of the ASJA. She has a passion for helping small business owners do more with their resources via the latest tech and finance solutions.