"Corporate Bylaws Template"

What Are Corporate Bylaws?

Corporate 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 be run. 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.

It must be prepared by the individual who initiated the process of incorporation or enacted by the corporation's board of directors once it begins its activity. The bylaws of a corporation address the most general matters and specify the duties of all members and officers. You can download a Corporate Bylaws template below.

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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. However, this is how it is recommended to draft the Corporation Bylaws:

  1. State the name of your company, its purpose and objectives, 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 responsibilities. 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. Cover annual and regular meetings, shareholder meetings, and procedures for notifying those who must attend.
  5. Describe corporation stock - which shares will you offer and the total number of shares that can be issued and distributed. If you compose Nonprofit Corporate Bylaws, they need to establish how the company will distribute its financial resources received from donors and how the corporation benefits from these funds. Include rules that define the preparation and storage of corporate records.
  6. Specify amendment procedures - do not forget to mention 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.

Once you have composed the Corporation Bylaws, you can keep them for your records as an internal guideline. There is no need to file this document with agencies or authorities - simply retain them with your business records and 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.


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Corporate Bylaws
of ______________________
Article 1, Corporate Authority.
1. Incorporation. _________________ (hereinafter referred to as the “Corporation”) is a
duly organized corporation authorized to do business in the State of _________________
by the filing of Articles of Incorporation on _________________.
1.1. State Law. ​ T he Corporation is organized under the _________________ Statutes
and except as otherwise provided herein, the Statutes shall apply to the governance of the
Corporation. The laws, statutes, regulations, and rules to which the Corporation is subject
shall be referred to herein as “Applicable Law.”
1.3. Corporate Purpose. The purpose of the Corporation is any and all lawful business.
Such lawful business includes but is not limited to:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Article 2, Offices and Records.
2.1 Registered Office and Registered Agent. The registered office of the Corporation is
at​
_ ____________________________________________________________________.
The registered agent of the Corporation is _________________ at __________________
_______________________________________________________________________.
2.2. Other Offices. The Corporation may also have and maintain an office or principal
place of business at such place as may be fixed by the Board of Directors of the
Corporation (hereinafter referred to as the “Board”), and may also have offices at such
other places, both within and without the State of _________________, as the Board may
from time to time determine or the business of the Corporation may require.
2.3. Books, Accounts and Records, and Inspection Rights. The books, accounts, and
records of the Corporation, except as may be otherwise required by the laws of the State
of _________________, may be kept outside of the State of _________________, at
such place(s) as the Board may from time to time determine.
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Corporate Bylaws
of ______________________
Article 1, Corporate Authority.
1. Incorporation. _________________ (hereinafter referred to as the “Corporation”) is a
duly organized corporation authorized to do business in the State of _________________
by the filing of Articles of Incorporation on _________________.
1.1. State Law. ​ T he Corporation is organized under the _________________ Statutes
and except as otherwise provided herein, the Statutes shall apply to the governance of the
Corporation. The laws, statutes, regulations, and rules to which the Corporation is subject
shall be referred to herein as “Applicable Law.”
1.3. Corporate Purpose. The purpose of the Corporation is any and all lawful business.
Such lawful business includes but is not limited to:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Article 2, Offices and Records.
2.1 Registered Office and Registered Agent. The registered office of the Corporation is
at​
_ ____________________________________________________________________.
The registered agent of the Corporation is _________________ at __________________
_______________________________________________________________________.
2.2. Other Offices. The Corporation may also have and maintain an office or principal
place of business at such place as may be fixed by the Board of Directors of the
Corporation (hereinafter referred to as the “Board”), and may also have offices at such
other places, both within and without the State of _________________, as the Board may
from time to time determine or the business of the Corporation may require.
2.3. Books, Accounts and Records, and Inspection Rights. The books, accounts, and
records of the Corporation, except as may be otherwise required by the laws of the State
of _________________, may be kept outside of the State of _________________, at
such place(s) as the Board may from time to time determine.
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Except as otherwise provided by law, the Board will determine whether, to what extent,
and the conditions upon which the books, accounts, and records of the Corporation will
be open to the inspection of the stockholders of the Corporation.
2.4 Corporate Seal. ​ T he Board may, but shall not be required to, adopt a corporate seal.
The corporate seal shall consist of a die bearing the name of the Corporation and the
inscription, “Corporate Seal _________________.” Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Article 3, Stockholders’ Meetings.
3.1. Place of Meetings. Meetings of the stockholders may be held at such places, either
within or without the State of _________________, as may be determined from time to
time by the Board. The Board may, in its sole discretion, determine that the meeting shall
not be held at any place, but may instead be held solely by means of remote
communication as provided by the Applicable Law.
3.2. Annual Meeting. ​ T he annual meeting of the stockholders of the Corporation, for the
purpose of election of directors and for such other business as may lawfully come before
it, shall be held on such date and at such time as may be designated from time to time by
the Board. At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.
3.3. Special Meetings.
A. Special meetings of the stockholders of the Corporation may be called, for any
purpose or purposes, by:
a. The Chairman of the Board;
b. The Chief Executive Officer;
c. The President;
d. The Board pursuant to a resolution adopted by directors representing a
quorum of the Board;
e. By the holders of shares representing at least _______% of the total shares
of the Corporation eligible to vote, and shall be held at such place, on such
date, and at such time as the Board shall fix.
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B. If a special meeting is properly called by any person or persons other than the
Board, the request shall be in writing, specifying the general nature of the business
proposed to be transacted, and shall be delivered personally or sent by certified or
registered mail, return receipt requested, or by telegraphic or other facsimile
transmission to the Chairman of the Board, the Chief Executive Officer, or the
Secretary. No business may be transacted at such a special meeting otherwise than
specified in such notice.
3.4. Notice of Meetings. ​ W henever shareholders are required or permitted to take any
action at a meeting, a written notice (including by email) of the meeting shall be provided
to each shareholder of record entitled to vote at or entitled to notice of the meeting, which
shall state the place, date, and hour of the meeting, as well as the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, written notice of any
meeting shall be given not less than _______ nor more than _______ days before the date
of the meeting to each shareholder entitled to vote at such meeting.
3.5. Quorum. Shareholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter. Except as otherwise provided by law, _______% of the
outstanding shares of the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. Once a share is represented for a
purpose at a meeting (other than solely to object to the holding of the meeting), it is
deemed present for quorum purposes for the remainder of the meeting and the
shareholders present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of sufficient shareholders to leave less than
a quorum. The holders of a majority of the outstanding shares represented at a meeting,
whether or not a quorum is present, may adjourn the meeting from time to time.
3.6. Voting Rights.
A. Each shareholder entitled to vote at a meeting of shareholders or to express
consent or dissent to corporate action in writing without a meeting may authorize
another person or persons to vote for him or her by proxy, but no such proxy shall
be voted or acted upon after _______ year from its date unless the proxy expressly
provides for a longer period. A duly executed proxy shall be irrevocable only if it
states that it is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.
B. If a quorum exists, action on a matter (other than the election of directors) is
approved if the votes cast favoring the action exceed the votes cast opposing the
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action. Directors shall be elected by a plurality of the votes cast by the shares
entitled to vote in the election (provided a quorum exists). Unless otherwise
provided by law or in the Corporation’s Articles of Incorporation, and subject to
other provisions of these Bylaws, each shareholder shall be entitled to _______
vote on each matter, in person or by proxy, for each share of the Corporation’s
capital stock that has voting power and that is held by such shareholder. Voting
need not be by written ballot.
3.7. List of Stockholders. The officer of the Corporation who has charge of the stock
ledger of the Corporation shall prepare and make, at least _______ days before any
meeting of shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged alphabetically, and showing the address of each shareholder and the
number of shares held by each shareholder. The list shall be open to the examination of
any shareholder for any purpose germane to the meeting, during ordinary business hours,
for a period of at least _______ days before the meeting, either at a place in the city
where the meeting is to be held, which place must be specified in the notice of the
meeting or at a place in the city of the Corporation’s registered office in
_________________.
The list shall also be produced and kept available at the time and place of the meeting, for
the entire duration of the meeting, and may be inspected by any shareholder present at the
meeting.
3.8. Consent in Lieu of a Meeting.
A. Any action required to be taken or which may be taken at any meeting of
shareholders may be taken without a meeting, without prior notice, and without a
vote, if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to take such action at a meeting at which all
shareholders entitled to vote were present and voted. The action must be evidenced
by one or more written consents, describing the action taken, signed and dated by
the shareholders entitled to take action without a meeting, and delivered to the
Corporation at its registered office or to the officer having charge of the
Corporation’s minute book.
B. No consent shall be effective to take the corporate action referred to in the consent
unless the number of consents required to take action are delivered to the
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Corporation or to the officer having charge of its minute book within _______
days of the delivery of the earliest-dated consent.
C. Prompt notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing or by electronic transmission and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the record
date for such meeting had been the date that written consents signed by a sufficient
number of stockholders to take action were delivered to the Corporation as
provided in the Applicable Law.
3.9. Conference Call. ​ O ne or more shareholders may participate in a meeting of
shareholders by means of conference telephone, videoconferencing, or similar
communications equipment by means of which all persons participating in the meeting
can hear each other. Participation in this manner shall constitute presence in person at
such a meeting.
Article 4, Directors.
4.1. Powers. ​ T he business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors, which may exercise all such powers of the
Corporation and do all lawful acts and things, subject to any limitations set forth in these
Bylaws or the Articles of Incorporation for the corporation.
4.2. Number and Term of Office. The number of directors shall be set at _______. Each
director shall be at least _______ years of age. The directors need not be residents of the
state of incorporation. The directors shall be elected by the shareholders at the annual
meeting of shareholders by the vote of shareholders holding of record in the aggregate at
least a plurality of the shares of stock of the Corporation present in person or by proxy
and entitled to vote at the annual meeting of shareholders. Each director shall be elected
for a term until his or her successor shall be elected and shall qualify or until his or her
earlier resignation or removal.
4.3. Vacancies. ​ E xcept as otherwise provided by law, any vacancy in the Board of
Directors occurring by reason of an increase in the authorized number of directors or by
reason of the death, withdrawal, removal, disqualification, inability to act, or resignation
of an acting director shall be filled by the majority of directors then in office and notice
of a shareholder meeting shall be provided to the shareholders for the purpose of electing
a director to permanently fill such vacancy. Any director may resign at any time by
giving written notice to the Board or the Secretary.
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