Think of corporate bylaws as an internal rulebook for the organization’s key decision-makers. They specify the corporate governance procedures, including how the board of directors and any committee members will be selected, when and how annual meetings will be conducted, and how to deal with conflicts of interest between the company and its decision-makers.
State law commonly includes provisions on corporate governance. These operate as default, or “gap-filler,” rules for organizations to abide by when their own bylaws are silent on a particular matter. Your corporate bylaws may depart from state law by creating alternate procedures so long as those procedures are not specifically illegal under state law. You should make a habit of always updating your bylaws with any new corporate governance rules you may be using. This will ensure that there is always a single document containing all relevant operating rules whenever someone may have questions.
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