16 Corporate Bylaws Templates and Examples

16 Corporate Bylaws Templates and Examples

Corporate Bylaws are guidelines that serve to protect you and all members of your company from legal complications. They have established rules that can be referred to in situations where members of a corporation disagree over points that could lead to legal actions. Although each corporation is governed by local and federal laws specific to its industry allocation, the government has not provided requirements for the contents of corporate bylaws. It’s up to the responsible parties to include the articles that will protect the best interests of the company and all parties involved.

When starting a new corporation, corporate bylaws are necessary. They provide guidelines that should be firmly in place before your first day of business as an incorporated entity. A Corporate Bylaws template gives you an outline of the structure of the document and which items you should include by filling in the blanks.

What are Corporate Bylaws?

Corporate Bylaws are a document drafted by the agreed-upon guidelines submitted by the board of directors of a corporation. They include instructions detailing how a corporation is run, complete with an outline of operational procedures and the duties of those involved with the corporation. Corporate Bylaws differ from one corporation to another but contain the same basic points. The bylaws are kept in an accessible place and may be updated after the corporate search meeting at the discretion of the creators/board of directors, as needed to serve the best interests of the corporation.

What Is a Corporate Bylaws Template?

A Corporate Bylaws Template is a fillable form that outlines the structure of the Bylaws. It includes all items to be included in the Bylaws in a format that allows the creators to determine the most appropriate content and wording under each heading. It is useful in covering all the bases and avoiding the omission of important topics.

Corporate Bylaws Templates & Examples

Corporate Bylaws Template #01

Corporate Bylaws Template #02

Corporate Bylaws Template #03

Corporate Bylaws Template #04

Corporate Bylaws Template #05

Corporate Bylaws Template#06

Corporate Bylaws Template #07

Corporate Bylaws Template #08

ARTICLE I

CONSTITUTION BYLAWS TEMPLATE

NON PROFIT CORPORATE BY LAWS

PARTNERS FOR THE ADVANCEMENT OF GIFTED EDUCATION PAGE

Sample Bylaws

Sample Neighborhood Association Bylaws

SAMPLE NYS BY LAWS – No Members

THESE BYLAWS ARE A SAMPLE ONLY

    When to Use a Corporate Bylaws Template?

    A Corporate Bylaws Template is a requirement in 31 states, but set criteria for the contents is not usually stated. You should use a template because it is useful for expediting the process of creating corporate bylaws for a new corporation. Copies of the template bring the decision-making body together with a list of items to guide them in a step-by-step process for deciding and agreeing upon the most appropriate content under each heading until the document is completed and ratified by the group.

    What is included in the Corporate Bylaws?

    The corporate bylaws include:

    • The structure of the corporation and basic information, including the name
    • Details about the board of directors, including the makeup of the group and appointment procedures
    • A list of all committees
    • Information on shareholders and stock options, including stock certificates
    • Procedures for how board meetings and shareholder meetings are run and what determines a quorum, along with voting rights, date, and time of annual meetings.
    • The roles and responsibilities of officers of the corporation
    • Indemnification

    How to Create Bylaws (Step-by-Step)

    BYLAWS OF [CORPORATION LEGAL NAME]

    I. INCORPORATION. [Name of Corporation] is recognized as a duly organized corporation with authorization to conduct business in the state of [Name of state the company was formed in] by its Articles of Incorporation.

    II. State Law. The Corporation is organized under the laws of [Name of State] and statutes relevant to its operation with the application of the governance of the corporation.

    III. Purpose. The purpose of the Corporation is to engage in any lawful activity, which includes but is not limited to [Description of corporate activities/purpose of the corporation].

    IV. Annual Meeting. Shareholders’ meetings shall be held at an office of the corporation or other places determined appropriate by the Board of Directors for the corporation. The annual meeting shall be held to elect the Board of Directors and officers. The purpose shall also include deciding on any other business activities or corporate business as needed. An annual meeting must be held within [Agreed upon Time] of months after the previous annual meeting. If an annual meeting is not held within this timeframe, then any director or shareholder may demand a meeting held within 30 days after notification is made.

    V. Special Meetings. Special meetings of the Shareholders may be called by [Insert titles of officers who may call shareholders meetings].

    VI. Place of Meetings. Annual and special meetings shall be determined by the Board of Directors. Meetings shall take place at an office of the corporation. All shareholders may attend any meeting of the corporations. Remote communication shall be allowed by the method determined by the Board of Directors. Each shareholder has the right to be present, vote on business topics, and provide their dissent or consent for an actionable item.

    VII. Dissolution. The corporation may only be dissolved through the following methods [List the methods of dissolution agreed upon by the members of the Board of Directors].

    VIII. Notice of Meetings. Each shareholder shall be provided notice of any meeting that shareholders are allowed to attend, with the privilege of voting or offering consent or dissent for any actionable item. Written notice of at least ten days, but no more than 60 days before the date set for the meeting, is required. Notice of the meeting may be given via [List the forms of notification, e.g., Mail, Fax, Other].

    IX. Quorum. Quorum is established by the presence of the required number of members, including [List Board Members, Directors, and others who must be present, and the percentages of attendees agreed upon to establish quorum].

    X. Actions of the Corporation. [List the actions which may be taken on behalf of the corporation, stipulating the requirements of who may take action, if a meeting is required, or not required, with or without prior notice, and if a shareholder vote is required].

    XI. Corporate Seal. The Corporation shall [List if the company must have or not have a corporate seal. If so, the uses and requirements of the corporate seal are to be listed here].

    XIII. Indemnification. Any officer or director of the corporation, subject to all applicable statutes, shall: [BE INDEMNIFIED and held harmless by the Corporation to the fullest extent of the law. [List all inclusions and limitations as agreed upon by the Board of Direcctors]. Or Will NOT BE INDEMNIFIED or held harmless in any way by the Corporation.

    XIV. Amendments. These Bylaws may be amended by [List the requirements established by the bylaws creators for amending the bylaws. You may choose multiple conditions, with detailed explanations].

    XV. Stock Certificates. The corporation may provide shares of stock [List the provisions under which the corporation is allowed to provide shares of stocks, e.g., With Certificates or Without Certificates, and requirements under each.

    XVI. Directors. The corporation shall be managed by [Number] directors, who comprise the Board of Directors. The Board of Directors shall be elected by the shareholders at the annual meeting by the vote of shareholders holding [minimum required number] shares of stock of the corporation, present, in person, or by proxy, eligible to vote at the annual meeting of shareholders. Each director serves a term of [Number] years unless removed by the shareholders or by the director’s resignation. [Other applicable corporate rules may be inserted per requirements of elections, rules of conduct, or special circumstances as recommended by the Board of Directors].

    a. Nomination. [speccial requirements for nominating directors]

    b. Quorum. [How quorum is achieved]

    c. Regular Meetings [Rules for meetings related to directors]

    d. Special Meetings [Rules for calling special meetings]

    e. Remote Communication [Rules about remote communication]

    f. Conflict of Interest. [conflict of interest with directors and voting]

    g. Board of Directors Actions. [Rules for Board of Director Actions, e.g., majority, quorum, etc., for business matters and transactions].

    h. Removal of Director. [Process for removal of director]

    i. Vacancies. [Protocols for vacancies and actions to take]

    j. Committees [List of committees, who creates them, the process for creating committees]

    k. Consent in Lieu of Meetings. [Rules regarding consent in lieu of meetings].

    l. Compensation. [Rules regarding director compensation, expenses, allowances]

    XVII. Conflict of Interest. A director of the corporation has a conflict of interest if the director has an existing or potential financial, personal, or business interest or holds an appointed or elected position that could reasonably impair the exercise of unbiased or independent judgment in the discharge of responsibilities to the corporation. A conflict will be considered to exist if these aforementioned conditions exist within a director or family member. The question of a conflict of interest shall be voted upon by the Board of Directors and decided by a majority vote.

    XVIII. Officers. The officers of the corporation shall be [List the titles of the officers], and those appointed by the Board of Directors. Each officer shall exercise the performance of duties set forth herein, with powers and duties as specified by the Board of Directors. [List the hierarchy of officers and the powers delegated by the Board].

    XIX: Certification. The original, or a copy of these bylaws, as amended or altered to date, certified by the [Name of officer], shall be kept at [Location] and shall be open to inspection by the stockholders of the corporation at all reasonable times during [available time]. These bylaws are hereby certified to be a complete and correct copy of [Corporation Name], duly adopted by the Board of Directors on [Date]. By _______________[Signature] [Date][Title and Name Printed].

    For-Profit vs. Non-Profit

    For-Profit corporations distribute profits after expenses to shareholders. The registration and renewal fees are higher than for non-profits. The salaries can be adjusted at any time, employees are paid, and the IRS requires an EIN with State registration only required.

    Non-profits require lower registration and renewal fees. Salaries must be set at the beginning of the year, but employees are mainly volunteers. Non-profits must register both state and federally, and profits after expenses must be to a “worthy cause” as approved by the Internal Revenue Service.

    FAQs

    Q: Who prepares the bylaws of a corporation?

    A: Corporate Bylaws are prepared by the board of directors for the corporation. Members are usually investors who have a stake in the corporation’s success. Most members have business experience and offer valuable information about what should be included in the corporate bylaws.

    Q: Should corporate bylaws be signed?

    A: Corporate Bylaws may be signed by the secretary or chairman of the board, but there is no signature required.

    Q: Are bylaws the same as an operating agreement?

    A: Corporate Bylaws are similar and function as an operating agreement, but they are different. LLCs are not required to create corporate bylaws, but they are required to draw up an LLC operating agreement that functions similarly.

    Q: Are bylaws the same as articles of incorporation?

    A: Articles of Incorporation are different than bylaws. The document is similar and gives a company liability protection and reduces its tax rates, granting legal recognition as a business entity. The document includes the name of the incorporation, the purpose of the business, location, when the company will end if ever, and how the company will issue stock with its worth. The document is filed with the Secretary of State for registration, gaining legal and tax protection in the state.

    Final Thoughts

    Corporate Bylaws are required by 31 states. They are usually drafted by the Board of Directors and approved by a majority vote before becoming ratified. We’ve supplied a template with the basic elements required for the legal document; however, it can be customized with content that best protects the interests of the corporation. There is no set requirement for wording other than the document must be completed and filed.