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.
Company law comprises the creation, organization, and regu- lation of business associations. In the US, this area of law is commonly known as “corporate law”. However, as shown below, a corporation is merely one legal form among others. The term “company law”, therefore, might be more precise.
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.
They set clear expectations and govern how often board meetings are held, how voting works, how new board members get elected, and how the company can issue new shares. US law requires that most corporations have bylaws.
“Directors” in the U.S. are members of a corporation's Board of Directors (or simply “Board”). The Board governs the corporation; the Board makes decisions on behalf of the corporation as a body.
Corporations Code - CORP. TITLE 1 - CORPORATIONS. DIVISION 1 - GENERAL CORPORATION LAW.
California corporate bylaws are the agreed-upon rules for your corporation's operations. Bylaws create an organizational structure for your company and outline policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other issues.
Creating by-laws When incorporating under the Canada Not-for-profit Corporations Act (NFP Act), you have to create by-laws. They set out the rules for governing and operating the corporation. They can be modified at a later date as the needs of the corporation change.
LLCs are not required to have bylaws. However, they are governed by an operating agreement which is like a corporation's bylaws.
(a) One or more natural persons, partnerships, associations or corporations, domestic or foreign, may form a corporation under this division by executing and filing articles of incorporation.