ContractsCounsel Logo


Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 10,572 reviews
No Upfront Payment Required, Pay Only If You Hire.

Jump to Section

Bylaws are a vital component of organizational governance. You can think of them as the machine by the product that ensures the organization meets its legal obligations. Whether your state or location legally requires bylaws, you should draft a personalized document since they can help your organization handle disputes, concerns, or questions as they arise in the future.

This article outlines the basics of bylaws, including the different types, what’s typically included, and much more.

What are Bylaws?

Bylaws are legal documents that organizations use to define the legally binding rules a corporate or nonprofit board of directors uses to operate their organization. They address critical issues, such as quorum requirements, board member terms, annual meetings, and other top-level administration issues.

Many organizations choose to follow the rules of parliamentary procedure when defining and governing rules surrounding annual, executive, and special meetings.

You can learn more about bylaws by checking out this web page.

Purpose of Bylaws

The purpose of bylaws is to establish the set of rules that govern an organization’s internal operations with board members. Bylaws can address dividends, administrative functions, and board composition. Additionally, they contain information about the company’s share capital, location, and nature of business.

Historically, bylaws date back to the inception of commercial operations, when the prerequisite for operation focused on establishing goals, powers, resources, and legal plans.

A common mistake made when forming a business is not paying enough attention to the wording of bylaws, with some organizations even copying and pasting a boilerplate template that is unlikely to meet the legal situation. Ensure that you consider the different bylaws available and standard provisions to avoid this oversight.

Types of Bylaws

There are two types of board bylaws, including corporate bylaws and nonprofit bylaws. Board bylaws are legal documents that an organization uses to establish its internal management structure by outlining the rules and responsibilities of shareholders, directors, and officers. They establish meeting procedures, create voting rights, and define officer positions and responsibilities.

Organizations can amend bylaws to meet the organization’s needs. Generally, any amendments must be approved by the Board of Directors regardless of whether the organization is a corporation or nonprofit, and states may have other additional requirements for an amendment to be valid.

The two different types of bylaws are described below:

Meet some lawyers on our platform

Zachary J.

345 projects on CC
CC verified
View Profile

Danny J.

7 projects on CC
CC verified
View Profile

Matthew S.

14 projects on CC
CC verified
View Profile

Damien B.

12 projects on CC
CC verified
View Profile

Corporate Bylaws

Corporate bylaws establish the structure and operation of your S Corp or C Corp. Many states even require them. They are beneficial as they eliminate uncertainty and ensure that board members and directors follow all legal formalities.

Nonprofit Bylaws

Nonprofit bylaws are the legally binding rules that govern the organization. They define the organization’s structure and direct the Board of Directors . Bylaws are essentially a nonprofit organization’s basic operating rules.

What’s Typically Included in Bylaws?

Your organization’s bylaws are private, internal documents that you generally are not required to file with the Secretary of State’s Office, contrasting the Articles of Organization. Regardless of filing requirements, you cannot legally operate a corporation or nonprofit without bylaws in most states.

Boards of directors typically include the following terms in bylaws:

Term 1. Mission Statement

Your mission statement should encompass all facets of your business and its unique offerings. Essentially, it’s a statement of purpose explaining what your company fulfills in its market. This element is critical if you are a nonprofit corporation since it affects your ability to obtain tax-exempt status.

Term 2. Members

Member terms address corporate member issues, such as allowable member types, voting rights, and procedures for adding new members. Unless otherwise specified in the organization’s bylaws, a member may be an individual, a corporation, a general or limited partnership, an association, or any other entity.

Term 3. Board of Directors

Bylaws should provide information about the board of directors, including the number allowed, elections, qualifications, and term limits. Your bylaws can also specify the dates, locations, and methods by which your board meetings may convene.

Term 4. Shareholders’ Meetings

The annual shareholder’s meeting is the most critical legal requirement for an organization to uphold. Shareholder meetings may occur at any location approved by your board of directors. This provision should also specify meeting dates, notice of meeting requirements, agendas, and quorum voting terms under the shareholders’ agreement and founders’ agreement.

Term 5. State Requirements

Some states impose highly stringent requirements on shareholder meetings. These requirements will vary depending on the nature of the shareholder meeting and organization. Ensure that you not only consider Robert’s Rules of Order when drafting your bylaws, but you should also check with your local Secretary of State’s Office.

Term 6. Committees

You appoint smaller groups of directors within your board to perform critical tasks on committees. Committees usually comprise of board members convened for specific purposes while attaining the benefit of specialized knowledge, including:

  • Audit
  • Compensation
  • Ethics
  • Executive
  • Finance
  • Fundraising
  • Research

For anyone with experience serving on a board, you know how instrumental these committees are for introducing corporate resolutions to the larger group. Ensure that you allow for special committees to keep your organization running smoothly and welcoming of fresh perspectives.

Term 7. Stocks (Corporate Bylaws Only)

Organizations should not conduct business until shareholders purchase stock. Your bylaws should describe how it will issue them, eligibility requirements, and stock classes. A corporation may offer common and preferred stocks, each with individual ownership rights.

Term 8. Officers

Your bylaws should include provisions for electing and appointing officers, as well as defining their responsibilities. They are responsible for the organization’s day-to-day operations and report directly to the board of directors, including the president, vice-president, treasurer (or chief financial officer for corporations), and secretary. An individual may serve as both an officer and a director and hold more than one office unless otherwise specified.

Term 9. Indemnification

Bylaws usually contain a provision indemnifying its directors and officers against any liability incurred due to their association with the corporation. Typically, directors and officers seek indemnification to the maximum extent permitted by law.

Term 10. Conflict of Interest Possibility

Your bylaws should require directors to disclose both actual and potential conflicts of interest for board recusal. This provision is critical as it informs prospective board members of fiduciary responsibility and risk. It also communicates to stakeholders that procedural safeguards are in place.

Term 11. Modifications

Your organization’s bylaws should outline how they can be amended if the need arises vis-à-vis a modifications clause. Most corporations will need to review and amend them over time, especially if specific provisions become obsolete or unenforceable. Ensure that you draft specific rules around modifications so that they are not easily amendable yet not so restrictive that the organization cannot adapt over time.

ContractsCounsel Bylaws Image

Image via Pexels by Christina Morillo

Who Needs Bylaws?

Boards of directors of corporations and nonprofits need bylaws, in addition to their annual report, certificate of incorporation (for corporations), and other essential legal documents as applicable by law. Bylaws control the operation of administrative work of the organization. As such, seek professional legal help when drafting bylaws so that your organization has a personalized document that functions as intended.

Get Legal Help Drafting Bylaws

If you serve on a board, work as a director, or represent your company as a founder, it’s critical to draft the bylaws that meet your legal needs. Corporate lawyers in your state can help you finalize the perfect documents. Connect with a legal professional today.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Bylaws Lawyers

Connie C. on ContractsCounsel
View Connie
5.0 (18)
Member Since:
June 14, 2023

Connie C.

Free Consultation
10 Yrs Experience
Licensed in TN
Nashville School of Law

Connie Chadwick presently focuses her law practice in Tennessee on flat fee legal services which commonly include family court settlements such as divorces, child support orders, custody agreements; contracts; business formation services; and estate plans. Connie is also a Tennessee licensed residential general contractor with over fifteen years of experience in the construction field. With both legal and construction experience, Connie is a logical choice for contractor disputes. Connie earned her Doctorate of Jurisprudence from The Nashville School of Law after earning her Bachelor of Science in Accounting and Finance from Lipscomb University. Connie Chadwick is recognized by peers and was selected to SuperLawyers Rising Stars for 2017 - 2023. This selection is based off of an evaluation of 12 indicators including peer recognition and professional achievement in legal practice. Being selected to Rising Stars is limited to a small number of attorneys in each state. As one of the few attorneys to garner the distinction of Rising Stars, Connie Chadwick has earned the respect of peers as one of the top-rated attorneys in the nation.

Gaille G. on ContractsCounsel
View Gaille
Member Since:
June 12, 2023

Gaille G.

Corporate Leasing Counsel
Free Consultation
Miramar, Florida
11 Yrs Experience
Licensed in FL
St. Thomas University-JD

I specialize in reviewing, drafting and negotiating commercial real estate contracts. I have over 10 years of experience in the areas of cell tower leases and retail shopping center leases.

Cannon M. on ContractsCounsel
View Cannon
Member Since:
June 12, 2023

Cannon M.

Free Consultation
Oklahoma City, Oklahoma
4 Yrs Experience
Licensed in OK
Oklahoma City University School of Law

I am an Oklahoma-licensed lawyer with a focus on guiding startup companies through important early-stage questions, such as entity formation, corporate governance, and fundraising. In my previous role, I drafted Form 1-A offering circulars, Form C offering circulars, and private placement memoranda for startups seeking to raise capital.

James S. on ContractsCounsel
View James
Member Since:
June 14, 2023

James S.

Free Consultation
Sardinia, Ohio
12 Yrs Experience
Licensed in NJ, NY, OH
Rutgers Camden School of Law

Education Jim Schroeder holds multiple degrees from several institutions. He received his Juris Doctor from Rutgers School of Law in Camden New Jersey. He also earned two additional Master’s Degrees from Asbury Theological Seminary in Wilmore, Kentucky and United Theological Seminary in Dayton, Ohio. In addition, Schroeder has done graduate work in Public Sector Labor Relations and American History at Rutgers University and Nonprofit Leadership at Duke University. Jim Schroeder was admitted to the New Jersey Bar Association in 2008; the District of Columbia Bar Association in 2010; the New York State Bar Association in 2014; and the Ohio Bar Association in 2020. He is also admitted to the Federal Courts of Southern New Jersey and Southern Ohio.

Amanda K. on ContractsCounsel
View Amanda
Member Since:
June 14, 2023

Amanda K.

Free Consultation
13 Yrs Experience
Licensed in MI
Wayne State University Law School

I have strong analytical and oratory skills that will undoubtedly assist in the identification of legal issues and the creation of a strategy that is in the best interest of the client.

Julius T. on ContractsCounsel
View Julius
Member Since:
August 20, 2023

Julius T.

General Counsel
Free Consultation
Atlanta, Georgia
21 Yrs Experience
Licensed in GA
University of Georgia School of Law

With 20 years of law practice experience, Julius is an accomplished and experienced attorney. Julius provides counsel to individuals, businesses, churches and other nonprofits, ministry leaders, and entertainment and creative artists on matters involving drafting, reviewing, and negotiating contracts; corporate formation and governance; real estate transactions; information technology; employment and human resources concerns, and last wills and testaments. A graduate of Emory University and the University of Georgia School of Law, Julius has notably served as counsel to the Georgia General Assembly (Georgia House of Representatives and Georgia State Senate) and the City of Atlanta / Hartsfield-Jackson Atlanta International Airport. Julius is also a licensed Realtor® and a native Atlantan.

David W. on ContractsCounsel
View David
Member Since:
June 14, 2023

David W.

Free Consultation
Indian Trail, North Carolina
10 Yrs Experience
Licensed in NC
Charlotte School of Law

David is an experienced attorney specializing in estate planning, contracts, commercial law, and trademarks. In addition to his 9 years as an attorney, he also brings additional financial services experience as a registered investment advisor, stockbroker, and life insurance agent. David is known for his attention to detail, strong communication skills, and dedication to achieving favorable outcomes for his clients.

Find the best lawyer for your project

Browse Lawyers Now

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Corporate lawyers by top cities
See All Corporate Lawyers
Bylaws lawyers by city
See All Bylaws Lawyers
related contracts
See More Contracts
other helpful articles

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city