Bylaws cover a range of topics, including finances, voting, appointing officers and directors, and even what happens if the company needs to close. While you won't need to file your corporate bylaws with the Secretary of State—unlike the Texas Certificate of Formation—every Texas corporation is required to have bylaws.
Associations of all sizes and purposes use bylaws to provide a consistent structure for guiding their teams. Association bylaws cover a range of topics like an organization's purpose, how meetings should be run and membership requirements.
Yes. Officers, directors, and shareholders are legally bound to follow their corporate bylaws and can face serious legal consequences if they do not.
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 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.
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.
Your bylaws should help you resolve internal conflict, and demonstrate your commitment to responsibly managing donations to both the IRS and the general public. Not all states require nonprofits to draft these governing documents, but Texas does.