The bylaws of a corporation are one of a corporation’s founding documents. Bylaws are the basic operating rules of a corporation. Think of them as the constitution of a corporation. They are a guide to the internal policies and laws of the state that govern a corporation’s actions. Delaware law, in particular, is a popular choice for many corporations as Delaware permits a corporation’s bylaws to contain provisions relating to almost any aspect of the corporation’s business, so long as those provisions are consistent with the corporation’s certificate of incorporation, applicable law, and public policy concerns. Bylaws essentially define how a corporation must be governed by the stockholders, directors, and officers of the corporation.

You should become as familiar as possible with your corporation’s bylaws. This is true even if you are already familiar with the bylaws of other corporations you may have started or worked for. Bylaw requirements for corporations often vary as to matters such as the number of required directors, quorums required for meetings, composition of specific committees, etc. In every instance you should refer to the exact text of the applicable bylaws, rather than relying on your general understanding of how corporations function.

There will inevitably be many instances in which the bylaws seem unclear or simply do not cover the situation at hand. You should consult legal counsel in such instances. It is generally easier to get a question resolved before action has been taken than to rectify mistakes already made.