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You should consult with a lawyer before relying on these documents. The content in these templates are for informational purposes and do not constitute legal advice.

Templates

Bylaws

The corporation’s internal operating manual — how meetings get called, votes get counted, officers act, and stock moves. Adopted at formation, amended only rarely after.

DOCX132 KB · 25 pages

Updated 2026-07-09

You should consult with a lawyer before relying on this document. The content in this template is for informational purposes and does not constitute legal advice.

When you need this

Use the bylaws at formation and whenever the company needs to understand how its board, stockholders, or officers can validly act. The Certificate of Incorporation creates the entity; the bylaws provide the internal procedural rulebook for how the company operates day to day — how meetings are called, what quorum is required, how votes are taken, who has authority to sign, and how shares may be transferred.

  • At formation: Adopted as Exhibit A to the Action by Sole Incorporator. Without bylaws, the board lacks the basic procedural framework for corporate action.
  • When the board or stockholders act: Meetings, quorum, notice, voting mechanics, written consents, and officer authority are typically addressed here.
  • In financing, M&A, diligence, or KYC processes: The company will often be asked to deliver its current bylaws as part of standard corporate records review.

Worked example

Scenario
Two co-founders need the board to approve a new hire’s option grant. They exchange a quick ‘approved’ by text and move on. Nobody pulls up the bylaws to check what the document actually requires for board action by written consent.
Outcome
When the grant comes up in a lawyer’s later review, the missing written consent gets flagged. The founders re-paper the action — same approval, signed and filed in the form the bylaws require — and update the option ledger. An hour of cleanup that would not have happened if the bylaws had been pulled up once and followed the first time.

Watch out for

  • Treating bylaws as boilerplate.Bylaws are the rulebook for board, stockholder, and officer action — meetings, quorum, notice, voting mechanics, written consents, officer authority, and related procedures. Founders who never read them are guessing every time they try to take corporate action.
  • Missing conflicts with the Certificate of Incorporation.If the bylaws conflict with the Certificate of Incorporation, the Certificate controls. Standard bylaws assume a standard Certificate, so any custom Certificate provisions — such as supermajority votes, special board approvals, or class/series-specific rights — should be checked against the bylaws.
  • Overlooking the transfer restriction.The form bylaws include a board-consent transfer restriction on stockholder shares. Founders should understand that they generally cannot transfer shares freely without following the company’s approval process. If shares are transferred without observing the restriction, the company may lose visibility and control over its stockholder base, and cleaning up the issue later can be difficult.
  • Assuming the bylaws can be changed informally.The bylaws can be amended only by following the required approval process. Founders should not assume that a practice has changed just because “that is how we do things now.” If the company wants to change its governance rules, the amendment needs to be properly approved and documented.

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