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In Delaware, shareholders always have the power to amend bylaws, but corporations may also grant that power to the board of directors in their articles of incorporation. Corporations may also establish their own procedures for amending bylaws (without violating statutes) within the bylaws themselves.
Hear this out loud PauseYour bylaws are not required to be filed with the Delaware Secretary of State and are therefore not considered public information. However, if a corporation is required to disclose its bylaws pursuant to SEC rules or other applicable law, they will be made available to the public.
Hear this out loud PauseCorporate bylaws commonly include information that specifies, for example, the number of directors the corporation has, how they will be elected, their qualification, and the length of their terms. It can also specify when, where, and how your board of directors can call and conduct meetings, and voting requirements.
Hear this out loud PauseFor a corporation organized under the laws of a US state such as Delaware, the certificate of incorporation establishes the corporate entity, and corporate bylaws exist to provide more detail about the manner in which the business is governed and run on a day-to-day basis.
Delaware corporate bylaws set the rules for the company, including stockholder meeting procedures, stockholder and/or officer duties, voting regulations, day-to-day guidance and more -- all of which help the business run smoothly. Corporate bylaws are required in a majority of U.S. states, Delaware included.
Hear this out loud PauseBylaws generally define things like the group's official name, purpose, requirements for membership, officers' titles and responsibilities, how offices are to be assigned, how meetings should be conducted, and how often meetings will be held.