• James D. Lynch

What are Bylaws?

Bylaws are a set of rules and procedures that the members of a corporation set for themselves. For example, bylaws frequently include rules and procedures pertaining to how meetings will be conducted and how board members will be chosen. A corporation normally establishes bylaws at the time the corporation is formed.


The bylaws are an internal operating document for the corporation. Unlike Articles of Incorporation, bylaws are not required to be filed with the state. A corporation stores its bylaws with its meeting minutes and other resolutions.


Do bylaws need to be signed? Most states do not require a corporation’s bylaws to be signed. The typical corporate procedure involves formal adoption of the bylaws by a resolution at a meeting of the board of directors. Nevertheless, potential lenders may request a copy of a corporation’s bylaws, and the lender may demand a signature or other evidence that the bylaws are official. In this case, the corporation may execute a signed one-paragraph certification affirming the bylaws are used in the corporation.