| Most states make forming a corporation relatively | | | | 3. Quorums - Before a board can issue resolutions on |
| painless by providing forms for practically everything. | | | | corporate business, a certain percentage of board |
| The bylaws of the corporation, however, are an area | | | | members must be present. This "Quorom" is set out in |
| you don't want to rely on a form. | | | | the bylaws. |
| What Are Bylaws? | | | | 4. Annual Meetings - The bylaws typically detail when |
| Bylaws are the technical rules that govern how a | | | | and where the annual meeting of the entity will occur. |
| corporation will be run. They are a private document | | | | 5. Special Meetings - The process by which special |
| for the corporation and are not filed with any | | | | board meetings may be called when an issue arises |
| government entity. The purpose of the bylaws is to | | | | that requires the immediate attention of the board. |
| set out how things such as meetings, voting and share | | | | 6. Voting Rights - Language detailing the voting rights |
| transfer will occur with the business. | | | | of shareholders and board members in relation to |
| Provisions | | | | passing or defeating resolutions. |
| Typically, the bylaws will be the biggest document in | | | | 7. Share Transfer Rights - Language detailing share |
| your corporate book. If you are a single shareholder | | | | transfer issues such as right of first refusal and so on. |
| entity, they tend to be fairly straightforward since there | | | | 8. Directors - Language detailing how many board |
| isn't really any dispute possibility unless you have a split | | | | members there will be, the length of their term, |
| personality. If there are two or more shareholders, | | | | compensation, etc. |
| however, the document is going to be a key item | | | | 9. Amendment - The process by which the bylaws |
| because it is going to detail voting rights and so on. | | | | can be amended to reflect the evolution of the |
| Typically, the bylaws of a corporation will cover the | | | | business. |
| following specific issues: | | | | 10. Removal - Language detailing when and how a |
| 1. Board of Director Meetings - When, where and how | | | | board member can be involuntarily removed. |
| meetings will be conducted. | | | | There are numerous other provisions that can and |
| 2. Notice of Meetings - The form, time and how notice | | | | probably should go into the bylaws of a corporation. |
| must be given to board members. | | | | Make sure to discuss them with your attorney. |