Chicago Sample Bylaws for an Illinois Professional Corporation
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FAQ
Bylaws 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.
The bylaws set the rules on how meetings are called and scheduled, as well as how they should be conducted. This provides a way for the board to remain updated on the company's status and to address issues that concern the organization.
Corporate bylaws are legally required in Illinois. Illinois statute §805 ILCS 5/2.20 requires that bylaws be adopted either by shareholders at the first shareholder meeting or by directors at the initial director meeting.
Bylaws are required, and they may be adopted by the board of directors or the shareholders. Bylaws cannot be inconsistent with your corporation's articles of incorporation or Illinois law.
Here are eight key things to include when writing bylaws. Basic Corporate Information. The bylaws should include your corporation's formal name and the address of its main place of business.Board of Directors.Officers.Shareholders.Committees.Meetings.Conflicts of Interest.Amendment.
Each corporation must have at least one director. The names and addresses of the board of directors must be listed on the articles of incorporation.
(a) Each corporation shall have a board of directors, and except as provided in articles of incorporation, the affairs of the corporation shall be managed by or under the direction of the board of directors.
(a) The board of directors of a corporation shall consist of three or more directors. The number of directors shall be fixed by the bylaws, except the number of initial directors shall be fixed by the incorporators in the articles of incorporation.
These continuous requirements include those related to the following: Taxes. Corporations must file their annual tax returns. Securities. Corporations must issue stock as their security laws and articles of incorporation mandate. Bookkeeping.Board meetings.Meeting minutes.State registration.Licensing.
Having a corporate seal is no longer mandatory by Illinois statute, but including this language will document the fact that the company either does or does not use a seal.