Your bylaws are legally binding—so treat them as such.
The purpose of corporate bylaws is to establish an internal decision-making structure and clarify the relationships between key stakeholders in a company. These parties include: Shareholders who own the corporation. Directors responsible for the overall direction of the company.
Bylaws ensure consistent and agreed-upon voting and decision-making procedures and are particularly important should an officer or director leave the company. Bylaws also help maintain separation between your business and your personal obligations or interests.
Here are some examples of provisions that nonprofit organizations should avoid including in their bylaws. Organizational Policies and Procedures. Specifically Targeted Policies that Adversely Affect Future Boards. Provisions that Violate State Laws. Inconsistencies with the Articles of Incorporation.
Breach of Fiduciary Duties When directors or officers fail to follow the corporation's governing documents, they open themselves up to liability for breaching their duties of care and obedience. Officers and directors may be held personally liable in the event a breach of duty occurs.
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.
(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 ...
Your corporation must have at least one director. The number of directors is specified in your articles of incorporation. Shareholders elect directors at the shareholders' meeting by a majority of votes. An individual can be the sole shareholder, director and officer of a corporation.