Corporate Bylaws FAQ - United States

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Bylaws and Corporate Filing

What are the bylaws of the organization?

The bylaws of the corporation describe the internal rules governing the management of the Corporation. They do not form a part of the Articles of Incorporation and do not have to be included with the initial corporate filing.

What are Articles of Incorporation?

The Articles of Incorporation is a document that is filed with the Secretary of State by the individuals organizing the corporation. The state then issues a Certificate of Incorporation that legally entitles a corporation to operate as a business within the state. The Articles of Incorporation describe the purpose of the corporation as well as the share structure. The Articles will also list the names of the individuals who are acting as incorporators for the corporation and may also list the names of the individuals acting as initial directors for the corporation. The actual rules governing the management of the corporation would be contained in a separate document called the Bylaws.

Where do I file my Bylaws?

You do not file your bylaws. The bylaws are simply rules that govern the internal management of your corporation. To register or file a corporation you must prepare and file a document called the Articles of Incorporation and conform with any other registration requirements applicable in your jurisdiction.

Definitions

Who is the Chairman of the Board?

Once a Board of Directors has been appointed or elected by the shareholders, the Board will then elect a chairman (the "Chairman of the Board"). The Chairman of the Board will act to moderate all meetings of the Board of Directors and any other duties and obligations as described in the corporation's Bylaws.

What is a Corporate Officer?

A corporate officer is any individual acting for or on behalf of the corporation. An Officer of the corporation will usually be appointed to a specific task such as secretary, president, treasurer or other similar position. One person may hold several offices. The officers will manage the day-to-day operations of the corporation and report to the Board of Directors.

What is meant by a quorum for a meeting?

A quorum is the minimum number of participants required in order to hold a meeting and transact business.

What is meant by cumulative voting?

Cumulative voting may be used when shareholders vote to elect a board of directors. Where cumulative voting is allowed, the number of votes allowed for each shareholder will be calculated by multiplying the number of voting shares they are entitled to cast by the number of Directors being elected. The shareholder may then cast his total votes for a single Director or may distribute them among two or more Directors. Cumulative voting prevents a majority shareholder from being able to elect all the Directors of a corporation. Cumulative voting allows a minority shareholder to apply all their votes to one Director.

What is meant by principal executive offices for the corporation?

Principal Executive Office for the corporation is where the chief executive officer or president of the corporation has an office.

What is meant by principal business offices for the corporation?

Principal Business Office for the corporation is the main location where the corporation performs its primary business purpose.

What is meant by principal place of business for the corporation?

The Principal Place of Business is the address at which the corporation conducts its primary business.

Registered Agent

What is the registered office?

The registered office is the physical street address within the state where the registered agent can be contacted during normal business hours for service of process.

What is a registered agent of a corporation?

The registered agent is an individual or possibly a corporation who will act as a representative for the corporation for the purpose of receiving any service of process. The business office of the registered agent will be the same as the address of the registered office for the corporation.

Miscellaneous

What is the shareholders' list?

The shareholders' list (also known as the Stock Ledger or Share Transfer Book) is the complete record of the owners of shares of stock in the Corporation.

Executing or signing bylaws

Who should sign the bylaws?

No one needs to sign the bylaws. They are simply stored in the corporate minute book along with directors' and shareholders' minutes and resolutions.