"Corporate Bylaws Template" - Delaware

If you want to make sure your business runs smoothly and all the employees and officers adhere to the same rules, consider composing Delaware Corporate Bylaws. Although this document is not obligatory, it will state the legal and mailing address of the entity, record the names of the officers, establish the standards and procedures the organization will follow, describe the structure of the company which will be useful both for new employees and for the management in case there is an issue with the chain of command, indicate the process of setting up a meeting of the board of directors, and explain how to amend the existing documentation of the organization, including the bylaws.

In case the company ever needs to prove its legitimacy to a third party like a financial institution or a potential business partner, you can show them the bylaws to demonstrate how the organization is operated. Additionally, it should be available to the tax authorities and other entities that will review your internal corporate records.


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Delaware 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. The 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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Delaware 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. The 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. The 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. The 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. Whenever 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. One 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. The 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. Except 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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