The Corporate Bylaws should state the following:

• Name of an organization
• The aims or purpose for the organization’s existence
• And the location of the headquarters and other office locations

This section provides detailed information about the various membership aspects that include:

• The types of members
• The selection process of membership
• Voting rights and procedures for removing or disciplining members

In cases where members don’t exist, it has to be stated in this section.

Role of Board of Directors

The Board of Directors who are charged with the role of overseeing the senior management and governance of the organization.

Section Details

This section also details the following:

• Composition
• Selection process
• Qualifications
• Duties
• As well as the length of the term of each member of the board.

Special Committees

This section of the Bylaws details the formation of “Special Committees” which includes the process of formation, nomination, as well as their roles and responsibilities as recommended by the board.

Different Committees

Some of the committees in organizations are the:

• Executive
• Audit
• Nominating
• And Membership Committees.

Selection of Officers

Officers are board members with specific functions within the organization. This section of the Bylaws specifies the selection process, powers, as well as the duties and responsibilities assigned to each of the elected officers.

Removal of Officers

This document also details the process of installing, removal, and nomination of officers by the Nominating Committee that recommend nominations to the Board.

All types of meetings for different purposes including regular, annual and special meetings are specified in this section of the bylaws. This indicates:

• The place and time for the meeting
• Board notification requirements
• Members and committees
• As well as attendance requirements for the board members needed for quorums

This section of the Bylaws contains a provision for handling Conflicts of Interest. This is to protect the organization from penalties by the Internal Revenue Service (IRS) in case the agency finds evidence of the company having an unfair allocation of benefits to members, officers, and directors.

For instance, in cases where a director may have some financial interest in voting for a decision, he or she must be exempted. Given the possibility of a conflict, the director must communicate the matter at once to be excluded.

Contingencies

Bylaws should also have contingencies that state the rules and regulations on how the “Bylaws” are supposed to be amended.

Section Details

• In this section, the person in charge who can recommend the amendment and the process of how it can be amended is specified.
• Bylaws are expected to accurately represent the members and the organization, hence, it should be revised every 5 years to be current and up-to-date.
• All officers, directors, and members should have a copy of the bylaws and it is advisable to consult an attorney for structuring bylaws of the organization.
• For assistance in establishing your Company’s Corporate Bylaws, you may click on this link to access the Free Nevada Corporate Bylaws Template.