By-laws Adoption. – Every corporation formed under this code, must, within one month after receipt of official notice of the issuance of its certificate of incorporation by the Securities and Exchange Commission, adopt a new code of by-laws for its government not inconsistent with this code.
§ 211. Meetings of stockholders. (a) (1) Meetings of stockholders may be held at such place, either within or without this State as may be designated by or in the manner provided in the certificate of incorporation or bylaws, or if not so designated, as determined by the board of directors.
Though Delaware statutes frequently imply the existence of bylaws, they don't explicitly say they're required. (For example, DE Code § 109 states that bylaws “may be adopted.”) But bylaws are essential for a well-functioning corporation.
Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, occurring not later than 60 days after such instruction is given or such provision is made, if evidence of ...
(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the ...
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.
In the US, they're typically created during the incorporation process and detail how decisions get made, who has the authority to make them, and how the company operates. Bylaws give the corporation structure and direction and help avoid confusion or conflict in the future.
The “by” in bylaw is an old Norse word that means “town.” A bylaw is simply a town, or local, law. Bylaws can't be created out of thin air. Canadian municipalities don't have constitutional status of their own, so they can only pass laws authorized by other levels of government.
A need is identified by either a member of the public, city administration or city council. Animal & Bylaw Services confirms that The City has the authority, under the Municipal Government Act, to create a bylaw addressing that need.
9 Hence, the Articles of Association constitute an initial unanimous agreement between the existing shareholders of the company. Under the Business Corporations Act, the Bylaws need never be signed by anyone and a unanimous agreement is not required at any time whatsoever.