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.
Minnesota corporate bylaws are rules that define a corporation's internal structure and daily operations. They allow the first board of directors or the incorporators to nominate officers and identify their liabilities, duties, and rights within the corporation.
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.
Minnesota nonprofit organizations are governed by the Minnesota Nonprofit Corporation Act, Minn. Stat. ch. 317A. A nonprofit corporation's purpose and activities must serve the organization's mission to benefit the public, and may not be operated to profit other persons or entities.
Bylaws are not required, but they can help define the organization and its governance structure.
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.