By-law - Corporate Bylaws

Corporate Bylaws

Corporate and organizational bylaws regulate only the organization to which they apply and are generally concerned with the operation of the organization, setting out the form, manner or procedure in which a company or organization should be run. Corporate bylaws are drafted by a corporation's founders or directors under the authority of its Charter or Articles of Incorporation.

Bylaws widely vary from organization to organization, but generally cover topics such as how directors are elected, how meetings of directors (and in the case of a business, shareholders) are conducted, and what officers the organization will have and a description of their duties. A common mnemonic device for remembering the typical articles in bylaws is NOMOMECPA, pronounced "No mommy, see pa!" It stands for Name, Object, Members, Officers, Meetings, Executive board, Committees, Parliamentary authority, Amendment.

Bylaws generally cannot be amended by an organization's Board of Directors; a super-majority vote of the membership, such as two-thirds present and voting or a majority of all the members, is usually required to amend bylaws.

In parliamentary procedure, particularly Robert's Rules of Order, the bylaws are generally the supreme governing document of an organization, superseded only by the charter of an incorporated society. The bylaws contain the most fundamental principles and rules regarding the nature of the organization. It was once common practice for organizations to have two separate governing documents, a constitution and bylaws, but this has fallen out of favor because of the ease of use, increased clarity, and reduced chance of conflict inherent in a single, unified document. This single document, while properly referred to as the bylaws, is often referred to as a constitution or a constitution and bylaws. Unless otherwise provided by law, the organization does not formally exist until bylaws have been adopted.