What are corporate by-laws?

Company By-Laws

Learn what company by-laws are and why they're important. And get our free basic by-laws template!

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What are Company By-Laws?

Company by-laws are, other then statute, legislation and regulation, the most basic rules of governance that detail the structure by which a company must operate.

All actions of a company must be in compliance with the by-laws and by-laws my only be amended based on special actions of the company, which vary from jurisdiction to jurisdiction.

For example, the by-laws will often stipulate the board structure and requirements of a company, such as the composition of the board of directors and what constitutes a quorum. By-laws will also designate the rules of procedure for a board of directors such as who must be present at meetings, what forums are acceptable for governance meetings, who the chairperson of the meeting will be and whether that individual has a casting vote.

Of course, by-laws include much more information than just the constitution of the board of directors. Other matters found in company by-laws include

Company by-laws are often found in what are called the Organizing Resolutions of a company and are created for the first time immediately after a corporation or company is incorporated. This is called the initial corporate organization process.

Here are some typical subject headings you might find in corporate by laws:

  • Directors
  • Meetings of Directors
  • Remuneration and Indemnification
  • Officers
  • Meetings of Shareholders
  • Shares
  • Dividends
  • Financial Year
  • Notices
  • Execution of Documents
  • Shareholders’ Agreement
  • Effective Date
  • Repeal
  • Enforceability

By-laws vary from jurisdiction to jurisdiction and, of course, will also vary based on the type and expected business of a company. To get started, download the free corporate by-laws resource template.