Bylaws

The bylaws are the central governing document of a corporation that sets forth the rules and provisions adopted by a corporation for its internal governance and external dealings. They are adopted by the corporation’s board of directors and consented to by the secretary of the corporation. The bylaws do not have to be any particular amount of length. The board of directors can choose to include as many or as few details into the document as they see fit. Some common provisions in bylaws include a listing of all of the corporate officers of the corporation, such as the president, vice presidents, secretary and treasurer, and how they are elected and removed; the manner and method of appointing directors on the board of directors and the number of directors on the board; explanations for how meetings will be called and conducted for both the officers and directors, and how votes will be taken and considered; and an explanation about how stock will be issued to shareholders of the corporation. Once drafted, bylaws are not often revised unless the corporation takes on a significant corporate action, such as the issuance of an entirely new class of stock. Regular decisions of the officers and directors of the corporation are recorded and kept in documents called consents.