Failure by a board to follow the stipulations outlined in the bylaws can have devastating consequences to the organization…and potentially even to the board members themselves. Since bylaws are such a big deal, it stands to reason that what they contain and how they are used should be taken extremely seriously.
While bylaws are a detailed and immediate source of regulations, they must follow federal and state laws and comply with your organization's articles of incorporation. If there is a contradiction between the bylaws and these other regulations, that part of the bylaws is invalid.
Corporate bylaws are legally required in New York. Under NY Bus Corp L § 601, corporate bylaws “shall be adopted” by a company's incorporators. That means that in New York, you'll need to adopt bylaws to comply with the law.
The purpose of corporate bylaws is to establish an internal decision-making structure and clarify the relationships between key stakeholders in a company. These parties include: Shareholders who own the corporation. Directors responsible for the overall direction of the company.
Unlike employee guidelines, bylaws pertain to board-level decisions and actions about the day-to-day running of the business. Think of them as legal guidelines for your business, any action that violates them could be challenged in court.
A shareholders' agreement defines the roles of the shareholders and their responsibilities to each other and the company. Bylaws establish the vision and values of the company and how a corporation is to be run.
A corporation's governing documents must meet a list of requirements in order to pass under California law. These items should not merely be seen as a checklist, however, as they will be cited to in the event a lawsuit or investigation arises down the road.
You not only have a duty to understand your bylaws, you are legally accountable for following them. This is not optional. A court of law will side with your bylaws in any dispute brought by another board member, an employee, volunteer or recipient of services who may have a grievance.
Corporate bylaws are a company's foundational governing document. They lay out how things should run day-to-day and the processes for making important decisions. They serve as a legal contract between the corporation and its shareholders, directors, and officers and set the protocol for how the organization operates.
(a) Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board and executive committee, if any, and shall keep at the office of the corporation in this state or at the office of its transfer agent or registrar in this state, a ...