(a) The board of directors shall consist of one or more members. The number of directors constituting the board may be fixed by the by-laws, or by action of the shareholders or of the board under the specific provisions of a by-law adopted by the shareholders.
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.
Corporate bylaws are legally required in New York. Under NY Bus Corp L § 601, corporate bylaws “shall be adopted” by a company's incorporators. That means that in New York, you'll need to adopt bylaws to comply with the law.
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.
To start a corporation in New York, you'll need to do three things: appoint a registered agent, choose a name for your business, and file a Certificate of Incorporation with the Division of Corporations, State Records and Uniform Commercial Code. You can file this document online or by mail.
To apply for a Certificate of Authority use New York Business Express. Your application will be processed and, if approved, we'll mail your Certificate of Authority to you. You cannot legally make any taxable sales until you have received your Certificate of Authority.
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.