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Delaware corporate bylaws are the rules that govern your corporation's operations and create an organizational structure for your company. Bylaws outline policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other issues.
The Delaware General Corporation Law requires that all corporations have bylaws. These should be planned and drawn up as part of the incorporation process.
If your startup is a corporation incorporated in Delaware or Washington, you must have a board of directors. The Delaware General Corporation Law provides that the business and affairs of every Delaware corporation shall be managed by or under the supervision of a board of directors.
Because of the extensive experience of the Delaware courts, Delaware has a more well-developed body of case law than other states, which serves to give corporations and their counsel greater guidance on matters of corporate governance and transaction liability issues.
(a) A board of directors must consist of three or more individuals, with the number specified in or fixed in ance with the articles of incorporation or bylaws.
Your 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.