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Bylaws and Resolutions

Every corporation needs guidelines and policies to govern its operation and administration. If a corporation only has one shareholder, this task is easy, as only one decision maker is likely to be involved. When a corporation has multiple active or passive shareholders, however, corporate administration runs more smoothly when the rules and procedures for the company's decision making are fully documented. Corporate bylaws and resolutions provide this.

Corporate bylaws are the rules and regulations that govern the corporation. Corporate bylaws require formal adoption by the board of directors before they can be considered to be in effect. Bylaws outline the mission or business of the corporation, its geographic areas of operation and the duties, roles and responsibilities of its directors and officers. A quorum of the board of directors must be reached to amend the bylaws. State law governs corporate bylaws.

The bylaws should include:

  • The corporation's identifying information: name, address, and principal place of business; designation of the corporation as public or private (selling stock to the public or keeping the stock shares between just a few people)
  • The board of directors, including the number of board members, the general powers and duties of the board, tenure of board members, what number of directors is considered a quorum (the number that must vote for a resolution to be valid)
  • If the corporation is a stock corporation, information about stockholders and voting of shares of stock, the bylaws also show the number and type of shares and stock classes that the corporation is authorized to issue
  • Information about shareholder meetings, including notification of a meeting and proxy voting
  • Annual meeting procedures and requirements for notifying members. Every corporation must have at least an annual meeting, so this is an important part of the bylaws
  • Board meetings information, including frequency, location, and protocol
  • Procedure for corporate record-keeping, including rules for preparation and inspection of records and location of the corporate record book
  • Procedure for amending articles of incorporation and bylaws
  • Corporate board officers, including a description of their duties, how they are elected, and their terms of office
  • Information on how to replace a board member or corporate officer
  • The fiscal (financial) year of the corpora
  • Rules on approval of contracts, loans, checks, stock certificates, and other types of corporate resolutions
  • Financial audits and inspection of the corporate records, mostly for public corporations, but really for all corporations