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Corporate bylaws are internal, private documents that govern the corporation's affairs. The bylaws provide rules and functions for its shareholders, directors and officers. Bylaws are consistent with corporate law, and may include additional details that the law doesn't specify.
Bylaws can be read with the articles of incorporation (the documents that create the corporation), but the articles rank in priority over the bylaws. Unlike the bylaws, articles of incorporation are external, public documents available for viewing in government databases.
The importance of corporate bylaws shouldn't be overlooked. Similar to a unanimous shareholders agreement, the bylaws spell out the rules of the game. For example, whenever the corporation needs to take action, viewing the bylaws helps determine how to perform that action.
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Once this document is filled out, it should be signed by the directors and confirmed by a majority of the shareholders and immediately placed in the corporation's records, usually the minute book (a binder with documents of the corporation). The minute book can be stored physically, electronically, or both. The shareholders may sign a separate resolution confirming (or rejecting) the bylaws.
The bottom of this document will have signature lines for both the directors and shareholders to sign. In most small corporations, directors and shareholders are the same individuals - acting in different capacities. In that case, the signatures of the same individual will be as both, director and shareholder (i.e., wearing more than one hat). The signatures of the directors and shareholders are normally done on the same date.
In short, the bylaws cover the following areas:
The bylaws specifically cover the rules that must be followed and contains the processes for making decisions, attending meetings, providing notice of meetings, elections, and more. The purpose is to regulate the business affairs of the corporation. For example, it describes how shareholders elect directors, who in turn, appoint officers.
Corporate law is governed by federal law, Provincial legislation and case law. Corporate legislation covers the purpose of bylaws, their function, and how they can be created or amended. The applicable statute will depend on where incorporation took place. For example, the Ontario Business Corporations Act governs Ontario corporations; meanwhile, incorporations under the Canada Business Corporations Act will be dealt with under that law.
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