Bylaws Attorney Alexandria VA
What are The Bylaws for a Corporation?
After forming a corporation, the first act of the board of directors is to create bylaws.
Bylaws are the overall principles guiding the operations of a corporation. Although Bylaws might sound like several documents, they are one document.
In other words:
Bylaws are rules that govern the board of directors in their work to oversee the day-to-day operation of the corporation.
Bylaws and Article of Incorporation: What’s the difference?
Before a new corporation starts operating, it must register with the state where it will operate. The document it uses in registration is the Article of Incorporation. It is a must to file the articles of incorporation with your state to establish its existence.
On the flip side, bylaws are the principles the board of directors formulates immediately after forming a corporation to govern its operations. It isn’t a legal requirement to file bylaws, even in Virginia, unless the corporation is applying for non-profit status.
How to Formulate Bylaws
It is a common practice for the owners of corporate write bylaws at the time of its founding.
What to Include in Your Corporate Bylaws
Bylaws outline in writing the day-to-day principles that keep everything running smoothly in an organization. Here are the essential components of bylaws:
- General information about the corporation
- The information identifying the corporation—name, address, the classification of the corporation as private or public
- The fiscal year of the corporation
- Shareholder and meetings
- Stockholder information, voting of shares of stock, the number and type of shares, and stock classes that the corporation issues
- Information about the shareholder meeting
- Annual meeting procedures and the requirement for notifying members
- The Board of Directors
- The number of board members that are considered a quorum, all board members, what the board can do, the term of service of board members
- Information about the Board meeting
- Corporate board officers information, including their duty description, office term, and their selection procedure
- The replacement process of a board member or corporate office
- Removal of a board member procedure
- Other General Provision
- Corporate record-keeping procedures
- Bylaws and article of the incorporation amendment procedure
- Laws of approving stock certificates, contracts, checks, and loans
- Financial audit
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The primary purpose of bylaws is to enact resolutions of a corporation. Need help from an experienced business lawyer? Give us a call or fill the form below.
