Bylaws
What does "Bylaws" mean in law?
Bylaws are the internal governance rules adopted by a corporation that establish procedures for the day-to-day management and operation of the company, covering matters such as the size and structure of the board, meeting notice requirements, quorum rules, officer appointments, and the process for amending the bylaws themselves. Unlike articles of incorporation, bylaws are not filed with the state and can typically be amended by either the board or the shareholders, depending on the jurisdiction and the corporation's charter. Bylaws must be consistent with the articles of incorporation and applicable state law; any bylaw provision that conflicts with the charter or the governing statute is void. They serve as an internal contract among the corporation, its directors, and its shareholders.
Definition
Bylaws are the internal governance rules adopted by a corporation that establish procedures for the day-to-day management and operation of the company, covering matters such as the size and structure of the board, meeting notice requirements, quorum rules, officer appointments, and the process for amending the bylaws themselves. Unlike articles of incorporation, bylaws are not filed with the state and can typically be amended by either the board or the shareholders, depending on the jurisdiction and the corporation's charter. Bylaws must be consistent with the articles of incorporation and applicable state law; any bylaw provision that conflicts with the charter or the governing statute is void. They serve as an internal contract among the corporation, its directors, and its shareholders.
Example
The corporation's bylaws required that any shareholder wishing to nominate a director candidate provide written notice to the corporate secretary at least 90 days before the annual meeting, a provision that effectively prevented a dissident shareholder from mounting a last-minute proxy contest.