This By-Laws document contains the following information: the name and location of the corporation, the shareholders, and the duties of the officers.
Purpose Of Bylaws In California
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A California nonprofit corporation must have: 1) either a chairperson of the board or a president or both; 2) a secretary; and 3) a treasurer or a chief financial officer or both.
Section 5056 - "Member" defined; rights of member (a) "Member" means any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election of a director or directors or on a disposition of all or substantially all of the assets of a corporation or on a merger or ...
Does California Require Corporate Bylaws? No. The California Corporations Code does not explicitly state that corporations must have corporate bylaws.
(b) Bylaws may be adopted, amended or repealed by approval of the members (Section 5034); provided, however, that such adoption, amendment or repeal also requires approval by the members of a class if such action would: (1) Materially and adversely affect the rights, privileges, preferences, restrictions or conditions ...
Every California nonprofit corporation must keep records of bylaws and amendments. This means having up-to-date copies at their main office and keeping detailed records of every change. And if the changes are significant, the bylaws should be restated altogether.
Statements of Information, Common Interest Development Statements and Publicly Traded Disclosure Statements can be filed online at bizfileOnline.sos.ca.
The authorized number of directors must be set out in the bylaws (or the articles). A corporation must have at least three directors unless the corporation has fewer than three shareholders. In that case, the number of its directors can be no less than the number of shareholders.
California law requires that each corporation must have a president, a secretary, and a chief financial officer.
Although organizations don't need to file these bylaws with the state, California law requires that the treasurer or other designated member of the organization maintains a copy on file.
LLCs are not required to have bylaws. However, they are governed by an operating agreement which is like a corporation's bylaws.
