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What Are Corporate Bylaws And Does Your Company Use Them Effectively?

Aug 17, 2007
The corporate bylaws are the internal rules governing the daily operations of the corporation and will specify how many directors the company shall have on its board as well as decide time and location at which the shareholders of the company meet.

The corporate bylaws may begin by stating where the principal place of business will be located as well as state the locations of all other offices as decided upon by the board of directors or as decided by the corporation from time to time. The corporate bylaws will also specify the date and time of holding shareholder meetings decide on electing directors to the board or transact other business of the company as may arise in the course of the company's business.

The President of the Board may convene special meetings in case they are warranted by the business of the company. In addition, the corporate bylaws shall also state the place of meetings, notice period for such meetings, closing of transfer books of accessible records, voting lists, quorum as well as use of proxy voting.

The corporate bylaws shall further state that according to the general powers conferred by it, all matters of business and affairs of the corporation are to be managed by the board of directors. The number of directors present on the board shall be decided by the corporate bylaws as well as the tenure of directors. In addition, the corporate bylaws shall specify the meetings of the board of directors, quorum, notice period for holding meetings, manner of acting of the board, how vacancies to the board are to be filled, compensation to the directors, and presumption that a director present at a meeting shall assent to the decisions taken at such meetings unless expressly voicing their dissent.

The bylaws shall appoint officers to the company and these shall include the President, one or more Vice Presidents, the Secretary, and the Treasurer, all of whom will be elected by the board of directors. In addition, the time and tenure of these officers shall be decided by the board. Along with this, acting on the guidelines laid down by the corporate bylaws, the board shall decide how officers can be removed, how vacancies shall be filled, what are the rights and duties of the President, Vice President, Secretary, and Treasurer as well as what amount of salary shall be paid to them.

The corporate bylaws shall decide that the officers, directors and employees of the company be indemnified. All checks, drafts or other payments shall be signed by such officers of the company as are designated by the board of directors through resolutions passed at their meetings. The Board shall also determine the form of the certificates of shares of the company which shall be signed by the President of the company as well as by the Secretary and by any person designated by the board to do so.

The bylaws shall also specify the duration of the fiscal year, what dividends shall be paid, whether the company shall have a corporate seal, as well as decide on any amendments to or repeals to any bylaws of the company.

Needless to say, there are many corporate bylaw forms available in the market and anybody needing one may make use of these forms. They may be altered to suit the particular needs of the user as well as to cater to different legal requirements particular to the state in which they shall be used.
About the Author
Wade Anderson is a CPA and operates DigitalWorkTools.com

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