Bylaws and Articles of Incorporation

Part of the incorporation process is to develop the company bylaws. While there are virtually no limits to the number of issues that may be addressed in the bylaws, in general there are basic structural details that should be included:

  • Location and frequency of board meetings
  • Notices and rules of special meetings
  • Number of, selection of and voting by the board of directors
  • Responsibilities and duties of board members, shareholders and company officers
  • Fundamental operating procedures
  • Accounting procedures, including fiscal year determination and audit process outline
  • Bylaws amendment process

Bylaws differ from articles of incorporation in that bylaws handle the day-to-day operations of the corporation; the articles answer the most fundamental questions regarding the corporation:

  • Who - the name of the corporation; the names of those regarded as the incorporators and sometimes, the board of directors
  • What - the type of company; limited or unlimited liability, profit or non-profit, stocks issued or no
  • How - information regarding number and amount of shares issued
  • When - the date of the charter, and whether or not the incorporation is permanent
  • Where - this would be the address for tax, legal, and registry purposes
  • Why - depending on the jurisdiction of incorporation, this explanation can range from the specific purpose or mission of the company to the general, “for any lawful purpose.”