How to File Bylaws
- 1). The incorporator prepares the bylaws. An incorporator is an individual who creates a corporation or an attorney who aids an individual in creating one. Incorporators can use corporate bylaw templates or draft their own set of bylaws. Corporate bylaws should address the requirements for the board of directors and how often the board meets. The bylaws also need to establish how board meetings are run, how the corporations bylaws are amended, and how the articles of incorporation may be amended.
- 2). The shareholders elect a board of directors which holds its first meeting. When the bylaws are completed the board of directors should immediately hold its first meeting to ratify the bylaws. Directors are elected by the shareholders of a corporation and in small businesses the shareholders are typically the directors (and often the officers as well).
- 3). The board of directors elects officers. While shareholders own the company and directors manage the company, officers are responsible for actually running the company. Quite often the board of directors will amend the bylaws to formally set the salary for corporate officers.
- 4). File the bylaws in the corporate record book. Now that the bylaws have been ratified by the board and the first order of business, electing officers, has been addressed the bylaws should be filed in the corporate record book. Corporate record books contain the bylaws of the corporation along with any resolutions the board passes and minutes of the annual board meetings.