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Nonprofit bylaws are legally required in New York. In NY § 405 of Chapter 35 NPC for New York legal statutes, it says that nonprofits must hold an organizational meeting at the beginning of their tenure for ?for the purpose of adopting by-laws?, among other things.
§ 404. Approvals, notices and consents. (a) Every certificate of incorporation which includes among its purposes the formation of a trade or business association shall have endorsed thereon or annexed thereto the consent of the attorney-general.
The board of directors of a public company is elected by shareholders. The board makes key decisions on issues such as mergers and dividends, hires senior managers, and sets their pay. Board of directors candidates can be nominated by the company's nominations committee or by outsiders seeking change.
Non community association corporations have Board members elected by the corporate shareholders. Officers are generally not elected by the membership as whole, but are instead elected by the Board of Directors.
Section 706 - Removal of directors (a) Except as limited in paragraph (c), any or all of the directors may be removed for cause by vote of the members, or by vote of the directors provided there is a quorum of not less than a majority present at the meeting of directors at which such action is taken.
The Corporation shall have a President, a Treasurer, a Secretary, a Comptroller, and such Vice Presidents and other officers, deputy officers and assistant officers as the Board of Directors may determine. The offices of President and Secretary shall not be held by the same person.
(names of corporations) under section 904 of the Business Corporation Law?, shall be signed on behalf of each constituent corporation and delivered to the department of state. It shall set forth: (1) The statements required by subparagraphs (a)(1), (2) and (4) of section 902 (Plan of merger or consolidation).
New York corporate bylaws are the rules that define your business operations and create an organizational structure for your company. Bylaws outline policies for appointing directors and officers, amending the bylaws themselves, holding shareholder and board meetings, and dissolving the business, among other issues.