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By-Laws
Practical Law Glossary Item 8-382-3294 (Approx. 3 pages)
Glossary
By-Laws
Internal rules governing the management of a corporation and covering such matters as election of directors, appointment of committees, duties of officers and permitted business activities. Typical areas covered by the by-laws include:
- The procedures for the meetings of stockholders and directors (including record date, notice and voting).
- The officers and committees of the corporation.
- The issuance and transfer of stock certificates.
If there are any conflicts between the certificate of incorporation and the by-laws, the certificate of incorporation governs. For examples of form by-laws, see Standard Documents, Private Company By-Laws (Delaware Corporation) and By-Laws (NY). For more information on forming a corporation, see Practice Note, Forming and Organizing a Corporation.