This By-Laws document contains the following information: the name and location of the corporation, the shareholders, and the duties of the officers.
Document With Bylaws In Pennsylvania
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You not only have a duty to understand your bylaws, you are legally accountable for following them. This is not optional. A court of law will side with your bylaws in any dispute brought by another board member, an employee, volunteer or recipient of services who may have a grievance.
Bylaws govern how your business entity will operate and are established by your board of directors. Unlike employee guidelines, bylaws pertain to board-level decisions and actions about the day-to-day running of the business.
Does Pennsylvania Require Corporate Bylaws? Pennsylvania's statute's don't explicitly state that you need corporate bylaws. However, Pennsylvania Consolidated Statute § 1310 implies the necessity of bylaws by stating that an organizing meeting “shall be held… for the purpose of adopting bylaws.”
Unlike employee guidelines, bylaws pertain to board-level decisions and actions about the day-to-day running of the business. Think of them as legal guidelines for your business, any action that violates them could be challenged in court.
While bylaws are a detailed and immediate source of regulations, they must follow federal and state laws and comply with your organization's articles of incorporation. If there is a contradiction between the bylaws and these other regulations, that part of the bylaws is invalid.
In some states, such as California, HOA bylaws are considered public record and must be made available upon request.
A corporation's governing documents must meet a list of requirements in order to pass under California law. These items should not merely be seen as a checklist, however, as they will be cited to in the event a lawsuit or investigation arises down the road.
Failure by a board to follow the stipulations outlined in the bylaws can have devastating consequences to the organization…and potentially even to the board members themselves. Since bylaws are such a big deal, it stands to reason that what they contain and how they are used should be taken extremely seriously.
Many states require the designation of a Registered Agent in order to register a business. Pennsylvania does not.
Before qualifying to do business in California, a company or out-of-state LLC must file a foreign registration statement with the Secretary of State. The form for foreign corporations is the Statement and Designation by Foreign Corporation, while the LLC form is the Application to Register a Foreign LLC (Form LLC-5).