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  • Curington Law, LLC

Writing Bylaws for Your Corporation


Bylaws are an important component of establishing and running a corporation. They outline the rights and responsibilities of shareholders and board members, as well as provide direction on how the corporation will be managed. To ensure that your bylaws are effective, it is important to include certain key elements.


Name and Purpose of Corporation


The first element to include in your bylaws is the name of the corporation and its purpose. This should be clearly defined so that there is no confusion about what type of business you are operating. Additionally, you should include a statement regarding what resources can be used to achieve this purpose. For example, you may want to state that the corporation can use its assets such as cash, investments, or other property to meet its objectives.


Shareholder Rights


Your bylaws should also specify the rights of each shareholder in the organization. These rights can vary depending on the type of shares held by each shareholder; for example, common stockholders typically have voting rights while preferred stockholders have fewer voting rights but usually receive higher returns if dividends are distributed. The bylaws should also address issues such as when dividends will be paid out and how shareholders can transfer their shares to another person or entity.


Board Member Obligations


The bylaws should also include information about board member obligations and responsibilities. This includes outlining how directors will be elected and how often meetings must take place, as well as specifying which tasks must be completed before each meeting (for example, preparing financial statements). This section should also cover topics such as who has authority over certain decisions within the organization (e.g., signing contracts) and who has access to confidential information (e.g., trade secrets).


Voting Procedures


Finally, your bylaws must specify how votes will be taken at meetings of shareholders or directors (or both). This section should outline which types of votes are required for certain decisions (e.g., simple majority vs supermajority) as well as what happens if there is a tie vote or if a quorum is not present at a meeting. Additionally, this section should explain how absentee ballots can be used in certain cases where shareholders cannot attend meetings in person.


Writing effective bylaws for your corporation is essential for ensuring that it runs smoothly and efficiently from day one. Your bylaws should clearly define the name and purpose of your business, outline shareholder rights, detail board member duties and obligations, and explain voting procedures for both shareholders and directors alike.. By including these key elements in your company’s bylaws, you will set yourself up for success from the very beginning.


For more information about corporations and bylaws, or would like to set up your corporation, contact Curington Law, LLC at 312 803-1755 or online.

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