Yes. Officers, directors, and shareholders are legally bound to follow their corporate bylaws and can face serious legal consequences if they do not.
The Delaware corporate code covers most of the topics normally addressed in the Bylaws. Therefore, if the Certificate of Incorporation sets forth the authorized number of directors there is no legal requirement that a corporation have bylaws.
LLCs are not required to have bylaws. However, they are governed by an operating agreement which is like a corporation's bylaws.
Articles of Incorporation and bylaws are separate documents used to establish and govern/regulate a business entity. A platform like OnBoard, purpose-built for boards, provides a secure system of record for these documents and more.
The board president should sign the bylaws and have the secretary attest to the signature or have all board members sign the bylaws. Drafting good nonprofit bylaws is an art that requires careful attention to legal and regulatory requirements.
The secretary of state does not maintain the bylaws or tax exempt filings of any nonprofit organization. Some organizations that have obtained tax-exempt status from the Internal Revenue Service are required to make certain documents available to the public.
Ing to the IRS, you can change your bylaws whenever you like, but you will need to report all significant changes in Schedule O of Form 990. This form is filed annually for your financial compliance. This also applies to your articles of incorporation!
The By-Laws outline the rules on annual and special meetings, voting, quorum, notice of meeting and auditors and inspectors of election. They further emphasize procedures for qualification, nomination, election and compensation of the directors. The By-Laws also identify the officers of the company and their functions.