The Nuts and Bolts of Bylaws

Bylaws (or by-laws) are internal documents that are created when a corporation is formed and that set out how the corporation will be run. While bylaws are often discussed in the context of corporations, they are also used by partnerships, associations, and even non-profits. They are either written by the incorporator or the board of directors, and define things like:

  • The purpose of the corporation,
  • The governance structure (who’s in charge – offices, titles, hierarchy, all that good stuff),
  • How decisions will be made (frequency of meetings, quora, notice requirements, etc.),
  • Operating procedures,
  • Tax policies,
  • Restrictions on and procedures for transferring ownership interests, and
  • Other policies and aspects of the corporation.

Bylaws can be thought of as an internal roadmap. Similar to a business plan, good bylaws set out the goals of the corporation and explain how the corporation is going to perform in order to reach those goals. Unlike articles of incorporation, they don’t need to be filed with the government but it’s a usually good idea to have them publicly available.