Bylaws

What bylaws cover

Bylaws are the operating manual of the corporation. A typical set covers:

• Officers: what officers exist (president, secretary, treasurer, CEO, CFO), how they are appointed, and what they can sign for the corporation
• Board of directors: size, quorum, how meetings are called, voting thresholds, and removal
• Shareholder meetings: when and how the annual meeting is held, notice requirements, quorum, voting by proxy
• Signing authority: who can bind the corporation to contracts, sign cheques, and execute share certificates
• Indemnification of directors and officers
• Fiscal year and the corporation's banking arrangements
• Amendment process for the bylaws themselves

Bylaws vs. articles of incorporation

The articles create the corporation and define its capital structure. The bylaws govern how the corporation operates day-to-day. Articles are filed publicly and require a registry amendment to change. Bylaws are private and are typically amendable by the board, subject to shareholder override.

A practical guideline: things that should be hard to change (share class rights, supermajority requirements, restrictions on transfer) belong in the articles. Things that should be operationally flexible (officer titles, signing thresholds, meeting cadence) belong in the bylaws.

Amendment

In most US jurisdictions, the board can amend bylaws directly, though shareholders retain the right to amend or repeal them at any time. Some bylaws are entrenched, meaning they can only be changed by a higher vote or by shareholders, not the board. In Canada under the CBCA, board-passed bylaws must typically be confirmed at the next shareholder meeting to remain in effect.