How To Create Corporate Bylaws

When forming a new organization or corporation, the corporate bylaws should be one of the major documents that need to be written and set in stone immediately. It is considered to be the bible of the organization with set rules on how each member or director should behave and how the organization should be run. When writing the bylaws, it is critical to include these elements.

  • Contact info. One of the first elements that should always be included in any corporate bylaw is the general contact info of the organization or corporation. Basically, the info should state the exact address of the headquarters. While the landline number may not be necessary, it is still better to include it as well.
  • The board. In every corporation or organization, there will always be a board of directors composed of individuals elected into office by its members. This being said, the elements with regards to the board of directors should be a vital part of the bylaws. This will specify how the board will be created and how each director will be elected. It should also specify the total number of directors in the board as well as their functions and duties. Normally, the individuals elected to the board of directors will receive some sort of stipend or compensation; this should be stated clearly as well. Finally, it is imperative to specify the actual power of the board and how they can wield it as a group for the betterment of the organization.
  • The stock. The bylaws should always include the total number of shares of stock that the organization can release. It should specify the type of stock that can be issued as well.
  • The meetings. The bylaws should likewise state the procedures and frequency when it comes to regular and special meetings where all the directors as well as all the shareholders or members will attend. The statements should specify the exact time, dates, and place when the regular meetings will be conducted. The bylaws should have certain insertions regarding special meetings with regards to whom, why, and how to call these special assemblies into order.
  • The accounting and audit. The bylaws should include elements to set in place accounting and audit procedures pertaining to the corporation’s funds, dividends, and other matters concerning money and assets. Furthermore, provisions for the violations of each guideline and rule in the bylaws should be in place as well. This will pertain to sanctions and penalties. In addition, the bylaws should also clarify the procedure should certain activities and moves come into conflict with the other very important document, the articles of incorporation.
  • The amendments. Last but not the least, the bylaws should have a provision that explains that the bylaws are open to amendments for as long as certain guidelines are followed such as propositions, voting, and the actual amending.

Once the bylaws are in place signed by all the shareholders, then it should be implemented in full effect. Every shareholder, whether major or minor, should adhere to the rules set in it.


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