Corporate Bylaws
A company's internal rulebook governing board procedures, officer roles, and meeting protocols.
What is Bylaws?
Corporate bylaws are the internal governing rules that control a company's day-to-day operations and governance procedures, adopted by the board of directors after incorporation. They typically specify board meeting procedures, officer roles and responsibilities, shareholder meeting requirements, quorum thresholds, voting procedures, the process for amending bylaws, and how directors are elected or removed. Unlike articles of incorporation, bylaws are an internal document and are generally not filed publicly. Bylaws can be amended by the board or shareholders depending on the charter and applicable state law; some provisions require supermajority shareholder votes to change.
Example
When activist investors have sought to call special shareholder meetings at US public companies, they have frequently relied on bylaw provisions that specify the ownership threshold (commonly 10–25% of shares) required to call such a meeting. Some companies have adopted bylaw amendments to restrict activist tactics.