FACT PATTERN 1: ORGANIZATION OF A CORPORATION -BYLAWS Flashcards
1
Q
Are corporations required to have bylaws?
A
No
2
Q
Do corporations usually have bylaws?
A
Yes
3
Q
What are bylaws used for?
A
internal governance–e.g., responsibilities of officers, times and places for regular meetings of the board, methods of giving notice, etc.
4
Q
Are bylaws filed with the state?
A
No. Only the articles are.
5
Q
Who adopts the initial bylaws?
A
The board of directors at the organizational meeting.
6
Q
Who can amend or repeal the bylaws of a corporation?
A
Shareholders and in some states the board as well
7
Q
If bylaws conflict with the articles, which controls? Why?
A
The articles because they are seen as a contract with the state.
