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.
To change the officers of a California corporation, such as the CEO, CFO, or Secretary, you would need to hold a meeting of the directors to appoint new officer(s). You can also do this without a formal meeting, and simply record the process on corporate resolutions.
13290. Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by 5 percent of the members, requesting the removal of the officer or director in question.
Code § 9222. Current through the 2024 Legislative Session. Section 9222 - Removal of directors (a) Except as provided in the articles or bylaws and subject to subdivision (b) of this section, any or all directors may be removed without cause if the removal is approved by the members (Section 5034).
LLCs are not required to have bylaws. However, they are governed by an operating agreement which is like a corporation's bylaws.
Any number of offices may be held by the same person unless the articles or bylaws provide otherwise, except that the secretary, the treasurer, or the chief financial officer may not serve concurrently as the president or chair of the board.
Does California Require Corporate Bylaws? No. The California Corporations Code does not explicitly state that corporations must have corporate bylaws.
When adding officers or directors to a California C corporation, an incorporator must appoint an individual. At the initial board of directors meeting, members can also appoint officers and authorize issuance of stock. Corporations must also file the statement of information.