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Bylaws

Rules adopted by a corporation designed to regulate its governance and management. Bylaws define how the corporation will run its affairs, set the number of directors, and describe the rights, duties and responsibilities of those who own and manage the corporation.

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Bylaws are the written rules of conduct for a corporation and, together with the certificate of incorporation, constitute the corporation’s primary governing documents. The bylaws specify, among other things, how the board of directors and/or officers are elected, how board and/or stockholder meetings will be conducted, what the responsibilities of the directors and/or officers are, and how director and/or officer vacancies will be filled. Bylaws outline the governing structure of a corporation and should be customized for the corporate entity to provide the desired governance rules. The name of the corporation, along with the corporation’s business purpose, is usually formally stated in the bylaws. Additionally, the bylaws typically include where the corporation’s office(s) are located and detail the titles and responsibilities of officers. The board of directors is a corporation’s primary oversight body and the bylaws outline the specific number of directors required to serve on the board and the qualifications for holding such office. Additionally, the duties and length of a director’s term are typically included in the bylaws. A corporation’s bylaws establish and guarantee the rights, duties, and responsibilities of an organization’s board of directors, board committees, and stockholders. The bylaws also typically describe the corporation’s responsibility to indemnify the corporation’s directors and officers for actions taken in their capacity as such, to minimize their potential personal liability for serving as corporate directors and officers.