What Are By-Laws?

In the most literal sense of the term, by-laws are rules made by organizations to govern the actions of their members.

Where Are By-Laws Important?

By-laws are important in several legal contexts. Most notably, corporate entities, including non-profit organizations, require by-laws. The overwhelming majority of corporate entities in the United States are required to have some form or variant of by-laws.

What Should By-Laws Include?

There are several key pieces of information that should be included in most by-laws:

  • The name of the corporation, and whether the corporation will go by any other names
  • A brief statement regarding the corporation’s objectives
  • An overview of the structure of the board of directors, including the manner in which members are to be selected, details regarding meetings, and the process with respect to vacancies
  • Information regarding corporate officers, including structure and duties
  • Details of committee composition and structure (if any)
  • Pertinent information pertaining to staff and personnel
  • Relevant financial information
  • Procedure regarding amendments to by-laws and/or charter
  • Any special requirements necessitated by law
  • Information regarding statutory and non-statutory membership
  • Procedure regarding quorum
  • Indemnification

What Are Other Names?

Other names include articles of organization, articles of association, and operating agreements.

What Happens If You Don’t File?

Again, like with most matters in law, it depends. Why didn’t you file them? Did you know you needed to? How long ago should you have filed them? How large is your business? Did you try to file them and fail due to a technical error? Is there now a legal issue because you didn’t file them? This question is one to ask your lawyer.

Got A Question?

Attorney Chris Mutchler may be able to help. Get in touch with The Law Office of Christopher J. Mutchler. If we can’t help with your specific problem, we’re more than happy point you in the direction of someone who can!

Christopher J. Mutchler, Esq.

Mutchler’s Business Bible | | Contact Us

Christopher J. Mutchler
The Law Office of Christopher J. Mutchler | (860) 500-7595 |

Check us out online!

Twitter | Justia | Connecticut Trial Lawyers Association | LinkedIn | CT Bar

Business | Litigation | Injury

Wethersfield, CT 06109