Glossary: By-laws

By-laws

By-laws - Your corporate by-laws are rules and regulations that govern the management of your corporation. State laws or your articles of incorporation control over any conflicting by-laws. Your by-laws are usually drafted and adopted at the time of incorporation. Thereafter, your Board of Directors generally has the authority to amend or repeal your bylaws by a majority vote. However, the right to amend or repeal the bylaws may be reserved to the shareholders in the articles of incorporation. Unlike your Articles of Incorporation, you do not file your corporate by-laws with the Secretary of State. Your shareholders have the right to inspect your corporate by-laws at all reasonable times during office hours. Therefore, keep a copy at your corporation's principal executive office and at your corporation's principal business office in any state in which you have shareholders. Upon the written request of any shareholder domiciled in a state where you have neither a principal executive office nor a principal business office, you must provide a copy of the by-laws, as amended.

Disclaimer: The foregoing is intended to provide general information and may not be suitable in specific instances. The glossary information is not intended to be exhaustive, but rather to illustrate typical considerations. The material is provided with the understanding that it is not legal, accounting, tax or any other professional advice.

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