Corporations are typically governed by two documents: the articles of incorporation (the document that legally forms the business entity) and the bylaws. The bylaws list the rules and procedures by which the corporation must operate. According to CitMediaLaw.org, there is not a set list of rules explaining how to write your bylaws, but the more comprehensive the bylaws, the easier it will be to resolve disputes and conduct corporation business (such as meetings and elections).
- Skill level:
- Moderately Challenging
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Things you need
- Copy of your state's business corporations law
Obtain a copy of your state's business corporations law. This statute is available from your state's corporation division. This statute governs corporations in your state. It lists default rules on various things that should be included in your bylaws (such as how to hold meetings and how to elect corporate officers). If your bylaws are silent on an issue (such as holding shareholder meetings), the statute controls. Use this as a reference as you draft your own bylaws.
Draft Section 1 to contain basic information about your corporation such as the name, address and principal place of business (if different from the address).
Write Section 2 to list which officers are in the corporation (such as president, vice president and treasurer). List the duties and responsibilities of each officer position. (One sample duty could be "The president of the company calls meetings to order.") List how the officers are appointed, how long an officer's term lasts and any grounds for removal.
Describe the company stock in Section 3. List how many shares the company is allowed to authorise and how many have been issued. (A corporation may be authorised to issue 5,000 shares but many only have issued 500.)
Describe how to call meetings, how to conduct meetings, where to conduct meetings and the procedures for voting during meetings in Section 4.
Complete your bylaws by describing how the corporation keeps records and where the records are kept. Explain how to amend the articles of incorporation and the bylaws (by explaining who can ask for an amendment and how many votes are needed for the motion to pass).
Tips and warnings
- Use the business statute obtained in Section 1 to help you write the bylaws. You can deviate from the default rules as necessary or stick to them. Additionally, seek the help of a business law attorney if you are unsure how to proceed in writing the specifics of the bylaws.
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