Pennsylvania Corporation Law

Though not legally required by law in the state of Pennsylvania, every corporation should consider drafting a set of corporate bylaws upon formation to solidify the internal organization of their business affairs.

Insofar as corporations formed under the California General Corporation Law are concerned, Professor Marsh's treatise flatly states there is no requirement that a corporation in fact have bylaws.In that case, a bylaw is necessary because there is no way to determine the proper number of directors. Cal. Corp.

Organizations have bylaws because they want to maintain consistency in the running of the business. They use bylaws to communicate organizational rules so internal disputes and conflict can be avoided.

Point out to them that bylaws are not a suggestion, they are mandatory. They form the foundation of how the entire organization functions. Failing to follow them puts the board, and the nonprofit, at legal risk. It may also put each director at individual risk, which D&O insurance will not cover.

Corporate bylaws define a corporation's purpose, how it will operate, and the duties and responsibilities of the people who own and manage it. They also let you specify shareholder ownership rights, select officers and directors, plan annual meetings, and establish how to remove officers or directors.

Standing committees (also called operating committees) are those committees that a board uses on a continual basis. They can be set forth in the association's bylaws or in its board operations and policy manual, or they may be established by custom.

Nonprofit corporations are required to write and keep a record of their bylaws, but do not have to file them with a state office. Thus, unlike amendments to the articles of incorporation, bylaws may be changed without officially filing amendments.

Differences Between Bylaws and Articles of Incorporation The Articles of Incorporation include general details about the corporation; the state usually stipulates the particulars you must include in the articles. The bylaws, on the other hand, spell out the detailed rules and procedures for managing the corporation.

The corporate Bylaws sets out rules for the Corporation's conduct. Both Texas and Delaware require every corporation to have Bylaws.There is no legal requirement in either Texas or Delaware for a general, limited partnership, or limited liability partnership to have a written partnership agreement.

Designate members to write the bylaws. Pull in at least two or three other people to give input and help write the bylaws. If you are starting a non-profit organization, for example, you will need a board of directors who will then give input and help write the bylaws.