Add a Formula Legal Delaware By-Laws Forms For Free

No. Where corporate bylaws are internal documents, the Articles of Incorporation are legal documents that need to be filed with the state. In Delaware's case, the Certificate of Incorporation is filed with the Delaware Secretary of State.

When a bylaw amendment is on the agenda under general orders, a member must formally propose it. It must come with a second and the opportunity for debate. Members can make amendments within the scope of the notice, and a majority vote is required for adoption.

4) Amendment of the Bylaws: Unlike the amendments of a Certificate of Incorporation, which are subject to specific requirements under Delaware law, a corporation's bylaws may provide for amendment by the Board of Directors, by the shareholders or by both.

Section 223(a) of the DGCL provides that, unless otherwise provided in a corporation's certificate of incorporation or bylaws, vacancies and newly created directorships may be filled by a majority of the directors then in office, although less than a quorum. 8 Del. C. § 223(a).

In a Delaware corporation short-form merger, a resolution of the board of directors shall be required. The statement must show that the parent company holding a 90% owned subsidiary will be transferred to the status of no longer being a separate one.

At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, occurring not later than 60 days after such instruction is given or such provision is made, if evidence of ...

Delaware corporate bylaws set the rules for the company, including stockholder meeting procedures, stockholder and/or officer duties, voting regulations, day-to-day guidance and more -- all of which help the business run smoothly. Corporate bylaws are required in a majority of U.S. states, Delaware included.

E. Prompt notice of the action shall be given to non-consenting stockholders/members, if any, who would have been entitled to notice of the meeting if the action had been taken at a meeting and the notice record date had been the date that a sufficient number of consents were first delivered to the corporation.