What are Corporate Bylaws?
The Bylaws of a Corporation are a critical document that does not get filed with any state offices but will frequently follow state statutes as a written record of how your company will operate in compliance with state laws.
Typical corporate bylaws will include such things as:
- The number of directors that will sit on the board
- Range and power of the directors
- Date, time, and location for annual meetings of the board
- How the directors are elected or removed
- How corporate officers are appointed
- Officers’ duties and powers
- Date time and location of annual shareholders meetings
- Voting rules for both directors and shareholders
The bylaws are formally adopted for the company by the incorporator.
Minutes of Meetings are kept whenever a corporate meeting is held. It is a corporate formality that is required to uphold your corporate entity.
Every action or decision for the company is recorded in the Minutes and typically included are things such as:
- Type of meeting and logistics – time and place
- Called by notice or waived
- Attendance and person keeping the minutes and who chaired
- All actions taken, such as purchases, elections, etc.
- Signature of recorder and date
Keeping minutes, even for a one-owner company can help you stand up in court and protect your limited liability shield if needed.