Bylaws are a document that governs how a corporation functions and operates. Bylaws generally establish provisions ranging from the election, term, and powers of directors and officers to how and/or when meetings must be held, how and under what conditions voting takes place, etc. They also establish basic characteristics of the corporation, like where the corporate office is located and whether there is a corporate seal. Bylaws are prudent both from an operational standpoint and from a liability standpoint should a plaintiff attempt to “pierce the corporate veil” by alleging that the corporation is simply an alter ego of a director, officer or incorporator and thus seek to hold that individual personally liable for plaintiff’s claims against the corporation.
*This material is educational only, it does not constitute legal advice, it should not be relied on and it does not create an attorney-client relationship.