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What are bylaws?

The corporate bylaws are a document created when setting up a corporation which governs how the corporation is going to be maintained and operated (bylaws are similar to a partnership agreement or an LLC operating agreement). As a result, the bylaws are considerably more detailed than the articles of incorporation. The bylaws should address what powers the shareholders, directors and officers have. They should also address how the corporation handles meetings - when and where annual meetings are held, how special meetings can be held, what notice is necessary before holding a meeting, what qualifies as a quorum, how voting and elections are handled, etc. Bylaws typically cover some other related issues, as well, such as who has the power and right to audit the corporate books and records, how the corporate fiscal year is defined and how the bylaws themselves can be updated and amended. You can obtain boilerplate forms and samples of corporate bylaws from many places, including in incorporation kits.

Once you have prepared your corporate bylaws, you do not need to file them, like you do with articles of incorporation. Instead, they should simply be maintained in your corporate records. However, you do need to formally adopt the bylaws. In some states, the incorporator has the power to do this, other states require the first board of directors to formally adopt them, and the remaining states leave both options open to a new corporation .