After the Articles, the next most important document for your business are the Bylaws. Bylaws are usually kept within the corporation’s principal executive office, if located in the state of filing, or the corporation’s principal business office in your state. The Bylaws shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the state of incorporation and the corporation has no principal business office in this state, the corporation shall, upon the written request of any shareholder, furnish to such shareholder a copy of the Bylaws as amended to date.

Typically, Bylaws will specify how your company will hold meetings of directors and shareholders, and how often those meetings will occur.

Bylaws can also mention the rights of the shareholders to view and inspect corporate documents, records, and books. Bylaws can also cover the ability of the directors and officers to obtain insurance coverage or indemnification in the event of a lawsuit.

Bylaws must comply with states rules and regulations. In the event that a Bylaw is not in compliance, state law presides over the internal Bylaws of the business.

Bylaws can also be used by your company as a place to put corporate operating rules and procedures. This is generally done since the Bylaws are easy to amend as a document, and are not on file with the Secretary of State. If you use the Bylaws for listing your operating rules, you can change or amend them at a director or shareholders meeting.

Typical topics found in Bylaws

  • Offices:
  • Seal of the Corporation / LLC:
  • Annual Meetings:
  • Notice of Meetings:
  • Proxies:
  • Quorum:
  • Special Meetings:
  • Election of Directors:
  • Officer:
  • Salaries:
  • Vacancies:
  • Corporate Records:
  • Miscellaneous Provisions:


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