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.
There's also the fact that if you don't list the number of directors in your Articles of Incorporation, you're legally required to list that information in your bylaws (see California Corp Code § 212). The bottom line: corporate bylaws are not legally required, but they're pretty much essential for your corporation.
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.
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.
§ 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.
(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 ...
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.
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 ...
By-laws serve as the internal rulebook of a corporation in the Philippines. They are a set of guidelines created by the corporation's board of directors after the corporation has been registered. Understanding the role and contents of by-laws is crucial for every corporation to ensure lawful and smooth operations.
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.